<PAGE>


                                                                  EXECUTION COPY



                   STRUCTURED ASSET SECURITIES CORPORATION II,
                                  as Depositor


                                       and


                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                               as Master Servicer


                                       and


                             CLARION PARTNERS, LLC,
                               as Special Servicer


                                       and


                       LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee


                                       and


                               ABN AMRO BANK N.V.,
                                 as Fiscal Agent


                         POOLING AND SERVICING AGREEMENT


                         Dated as of September 11, 2003


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


                                 $1,463,961,892


                    LB-UBS Commercial Mortgage Trust 2003-C7


                 Commercial Mortgage Pass-Through Certificates,
                                 Series 2003-C7



<PAGE>
                                                          TABLE OF CONTENTS

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

                                 DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES; CERTAIN CALCULATIONS

<S>                      <C>                                                                                                     <C>
SECTION 1.01.            Defined Terms.............................................................................................8
SECTION 1.02.            General Interpretive Principles..........................................................................95
SECTION 1.03.            Certain Adjustments to the Principal Distributions on the Certificates...................................96

                                                             ARTICLE II

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

SECTION 2.01.            Creation of Trust; Conveyance of Trust Mortgage Loans...................................................101
SECTION 2.02.            Acceptance of Trust Fund by Trustee.....................................................................104
SECTION 2.03.            Repurchase of Mortgage Loans for Document Defects and Breaches of Representations and Warranties........105
SECTION 2.04.            Representations, Warranties and Covenants of the Depositor..............................................110
SECTION 2.05.            Acceptance of Grantor Trust Assets by Trustee; Issuance of the Class V Certificates.....................127
SECTION 2.06.            Execution, Authentication and Delivery of Class R-I Certificates; Creation of REMIC I Regular
                           Interests.............................................................................................128
SECTION 2.07.            Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee..............................128
SECTION 2.08.            Execution, Authentication and Delivery of Class R-II Certificates; Creation of REMIC II Regular
                           Interests.............................................................................................128
SECTION 2.09.            Conveyance of REMIC II Regular Interests; Acceptance of REMIC III by Trustee............................128
SECTION 2.10.            Execution, Authentication and Delivery of REMIC III Certificates........................................129

                                                             ARTICLE III

                                           ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.            Administration of the Mortgage Loans....................................................................130
SECTION 3.02.            Collection of Mortgage Loan Payments....................................................................133
SECTION 3.03.            Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts................135
SECTION 3.04.            Pool Custodial Account, Defeasance Deposit Account, Collection Account, Interest Reserve Account
                           and Excess Liquidation Proceeds Account...............................................................137
SECTION 3.04A.           Santa Anita Custodial Account...........................................................................142

                                                                 -i-

<PAGE>
                                                                                                                                PAGE
                                                                                                                                ----

SECTION 3.05.            Permitted Withdrawals From the Pool Custodial Account, the Collection Account, the Interest
                           Reserve Account and the Excess Liquidation Proceeds Account...........................................144
SECTION 3.05A.           Permitted Withdrawals From the Santa Anita Custodial Account............................................150
SECTION 3.06.            Investment of Funds in the Servicing Accounts, the Reserve Accounts, the Defeasance Deposit
                           Account, the Custodial Account and the REO Accounts...................................................153
SECTION 3.07.            Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage; Environmental
                           Insurance.............................................................................................155
SECTION 3.08.            Enforcement of Alienation Clauses.......................................................................160
SECTION 3.09.            Realization Upon Defaulted Mortgage Loans; Required Appraisals; Appraisal Reduction Calculation.........163
SECTION 3.10.            Trustee and Custodian to Cooperate; Release of Mortgage Files...........................................168
SECTION 3.11.            Servicing Compensation; Payment of Expenses; Certain Matters Regarding Servicing Advances...............170
SECTION 3.12.            Property Inspections; Collection of Financial Statements; Delivery of Certain Reports...................176
SECTION 3.12A.           Delivery of Certain Reports to the Santa Anita Non-Trust Mortgage Loan Noteholder.......................179
SECTION 3.12B.           Statements to the Santa Anita Non-Trust Mortgage Loan Noteholder........................................180
SECTION 3.13.            Annual Statement as to Compliance.......................................................................181
SECTION 3.14.            Reports by Independent Public Accountants...............................................................181
SECTION 3.15.            Access to Certain Information...........................................................................182
SECTION 3.16.            Title to REO Property; REO Accounts.....................................................................183
SECTION 3.17.            Management of REO Property..............................................................................185
SECTION 3.18.            Sale of Trust Mortgage Loans and REO Properties.........................................................188
SECTION 3.19.            Additional Obligations of the Master Servicer; Obligations to Notify Ground Lessors and Hospitality
                           Franchisors; the Special Servicer's Right to Request the Master Servicer to Make Servicing
                           Advances..............................................................................................193
SECTION 3.20.            Modifications, Waivers, Amendments and Consents; Defeasance.............................................194
SECTION 3.21.            Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping......................200
SECTION 3.22.            Sub-Servicing Agreements................................................................................202
SECTION 3.23.            Representations and Warranties of the Master Servicer...................................................204
SECTION 3.24.            Representations and Warranties of the Special Servicer..................................................206
SECTION 3.25.            Certain Matters Regarding the Purchase of the Santa Anita Trust Mortgage Loan and the Berkeley &
                           Brown Trust Mortgage Loan.............................................................................207
SECTION 3.26.            Application of Default Charges..........................................................................208

                                                             ARTICLE IV

                                    PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

SECTION 4.01.            Distributions...........................................................................................210
SECTION 4.02.            Statements to Certificateholders; CMSA Loan Periodic Update File........................................231
SECTION 4.03.            P&I Advances With Respect to the Mortgage Pool..........................................................238

                                                                -ii-
<PAGE>
                                                                                                                                PAGE
                                                                                                                                ----

SECTION 4.04.            Allocation of Realized Losses and Additional Trust Fund Expenses........................................243
SECTION 4.05.            Calculations............................................................................................246
SECTION 4.06.            Use of Agents...........................................................................................246

                                                              ARTICLE V

                                                          THE CERTIFICATES

SECTION 5.01.            The Certificates........................................................................................247
SECTION 5.02.            Registration of Transfer and Exchange of Certificates...................................................247
SECTION 5.03.            Book-Entry Certificates.................................................................................255
SECTION 5.04.            Mutilated, Destroyed, Lost or Stolen Certificates.......................................................256
SECTION 5.05.            Persons Deemed Owners...................................................................................257

                                                             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............................................258
SECTION 6.02.            Continued Qualification and Compliance of Master Servicer; Merger, Consolidation or Conversion of
                           Depositor, Master Servicer or Special Servicer........................................................258
SECTION 6.03.            Limitation on Liability of Depositor, Master Servicer and Special Servicer..............................258
SECTION 6.04.            Resignation of Master Servicer and the Special Servicer.................................................260
SECTION 6.05.            Rights of Depositor, Trustee and the Santa Anita Non-Trust Mortgage Loan Noteholder in Respect of
                           the Master Servicer and the Special Servicer..........................................................260
SECTION 6.06.            Depositor, Master Servicer and Special Servicer to Cooperate with Trustee...............................261
SECTION 6.07.            Depositor, Special Servicer and Trustee to Cooperate with Master Servicer...............................261
SECTION 6.08.            Depositor, Master Servicer and Trustee to Cooperate with Special Servicer...............................261
SECTION 6.09.            Designation of Special Servicer and Controlling Class Representative by the Controlling Class...........261
SECTION 6.10.            Master Servicer or Special Servicer as Owner of a Certificate...........................................264
SECTION 6.11.            Certain Powers of the Controlling Class Representative..................................................265
SECTION 6.11A.           Certain Powers of the Santa Anita Non-Trust Mortgage Loan Noteholder....................................268
SECTION 6.11B.           Certain Powers of the Class BA Directing Certificateholder..............................................270
SECTION 6.11C.           Certain Powers of the Class SU Directing Certificateholder..............................................273

                                                             ARTICLE VII

                                                               DEFAULT

SECTION 7.01.            Events of Default.......................................................................................276
SECTION 7.02.            Trustee to Act; Appointment of Successor................................................................282
SECTION 7.03.            Notification to Certificateholders......................................................................283
SECTION 7.04.            Waiver of Events of Default.............................................................................284

                                                               -iii-
<PAGE>

                                                                                                                                PAGE
                                                                                                                                ----

SECTION 7.05.            Additional Remedies of Trustee Upon Event of Default....................................................284

                                                            ARTICLE VIII

                                                       CONCERNING THE TRUSTEE

SECTION 8.01.            Duties of Trustee.......................................................................................285
SECTION 8.02.            Certain Matters Affecting Trustee.......................................................................286
SECTION 8.03.            Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of Certificates or Mortgage
                            Loans................................................................................................287
SECTION 8.04.            Trustee and Fiscal Agent May Own Certificates...........................................................287
SECTION 8.05.            Fees and Expenses of Trustee; Indemnification of and by Trustee.........................................288
SECTION 8.06.            Eligibility Requirements for Trustee....................................................................288
SECTION 8.07.            Resignation and Removal of Trustee......................................................................289
SECTION 8.08.            Successor Trustee.......................................................................................290
SECTION 8.09.            Merger or Consolidation of Trustee and Fiscal Agent.....................................................291
SECTION 8.10.            Appointment of Co-Trustee or Separate Trustee...........................................................291
SECTION 8.11.            Appointment of Custodians...............................................................................292
SECTION 8.12.            Appointment of Authenticating Agents....................................................................293
SECTION 8.13.            Appointment of Tax Administrators.......................................................................294
SECTION 8.14.            Access to Certain Information...........................................................................294
SECTION 8.15.            Reports to the Securities and Exchange Commission and Related Reports...................................296
SECTION 8.16.            Representations and Warranties of Trustee...............................................................301
SECTION 8.17.            The Fiscal Agent........................................................................................302
SECTION 8.18.            Representations and Warranties of Fiscal Agent..........................................................303

                                                             ARTICLE IX

                                                             TERMINATION

SECTION 9.01.            Termination Upon Repurchase or Liquidation of All Trust Mortgage Loans..................................305
SECTION 9.02.            Additional Termination Requirements.....................................................................316
SECTION 9.03.            Berkeley & Brown Trust Mortgage Loan....................................................................317

                                                              ARTICLE X

                                                      ADDITIONAL TAX PROVISIONS

SECTION 10.01.           REMIC Administration....................................................................................318
SECTION 10.02.           Grantor Trust Administration............................................................................321

                                                             ARTICLE XI

                                                      MISCELLANEOUS PROVISIONS

SECTION 11.01.           Amendment...............................................................................................323

                                                                -iv-
<PAGE>
                                                                                                                                PAGE
                                                                                                                                ----

SECTION 11.02.           Recordation of Agreement; Counterparts..................................................................325
SECTION 11.03.           Limitation on Rights of Certificateholders and the Santa Anita Non-Trust Mortgage Loan
                           Noteholder............................................................................................325
SECTION 11.04.           Governing Law; Consent to Jurisdiction..................................................................326
SECTION 11.05.           Notices.................................................................................................326
SECTION 11.06.           Severability of Provisions..............................................................................327
SECTION 11.07.           Grant of a Security Interest............................................................................327
SECTION 11.08.           Streit Act..............................................................................................328
SECTION 11.09.           Successors and Assigns; Beneficiaries...................................................................328
SECTION 11.10.           Article and Section Headings............................................................................328
SECTION 11.11.           Notices to Rating Agencies..............................................................................329
SECTION 11.12.           Complete Agreement......................................................................................330
</TABLE>



                                                                -v-
<PAGE>

                             SCHEDULES AND EXHIBITS

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

     I         Trust Mortgage Loan Schedule
    II         Exceptions to the Representations and Warranties of the Depositor
    III        Schedule of Environmentally Insured Mortgage Loans
    IV         Reference Rate Schedule

Exhibit No.    Exhibit Description
-----------    -------------------
    A-1        Form of Class [A-1] [A-2] [A-3] [A-4] Certificate
    A-2        Form of Class [X-CL] [X-CP] [X-SU] Certificate
    A-3        Form of Class [B] [C] [D] Certificate
    A-4        Form of Class [A-1b] [E] [F] [G] [H] [J] [K] [L] [M] [N] [P] [Q]
                   [S] [T] [BA] [SU-1] [SU-2] [SU-3] [SU-4] [SU-5] [SU-6] [SU-7]
                   Certificate
    A-5        Form of Class [R-I] [R-II] [R-III] Certificate
    A-6        Form of Class V Certificate
     B         Form of Distribution Date Statement
     C         Form of Custodial Certification
    D-1        Form of Master Servicer Request for Release
    D-2        Form of Special Servicer Request for Release
     E         Form of Loan Payoff Notification Report
    F-1        Form of Transferor Certificate for Transfers of Definitive
                  Non-Registered Certificates
    F-2A       Form I of Transferee Certificate for Transfers of Definitive
                  Non-Registered Certificates
    F-2B       Form II of Transferee Certificate for Transfers of Definitive
                  Non-Registered Certificates
    F-2C       Form of Transferee Certificate for Transfers of Interests in Rule
                  144A Global Certificates
    F-2D       Form of Transferee Certificate for Transfers of Interests in
                  Regulation S Global Certificates
    G-1        Form I of Transferee Certificate in Connection with ERISA
                  (Definitive Non-Registered Certificates)
    G-2        Form II of Transferee Certificate in Connection with ERISA
                  (Book-Entry Non-Registered Certificates)
    H-1        Form of Transfer Affidavit and Agreement regarding Residual
                  Interest Certificates
    H-2        Form of Transferor Certificate regarding Residual Interest
                  Certificates
    I-1        Form of Notice and Acknowledgment
    I-2        Form of Acknowledgment of Proposed Special Servicer
     J         Form of UCC-1 Financing Statement Schedule
     K         Sub-Servicers in respect of which Sub-Servicing Agreements are in
                   effect or being negotiated as of the Closing Date
    L-1        Form of Information Request/Investor Certification for Website
                   Access from Certificate [Holder] [Owner]
    L-2        Form of Information Request/Investor Certification for Website
                   Access from Prospective Investor
     M         Form of Defeasance Certification
     N         Form of Seller/Depositor Notification
     O         Form of Controlling Class Representative Confidentiality
                   Agreement
     P         Form of Trustee Backup Certification
     Q         Form of Master Servicer Backup Certification
     R         Form of Special Servicer Backup Certification

                                      -vi-
<PAGE>

         This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of September 11, 2003, among STRUCTURED ASSET SECURITIES
CORPORATION II, as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master
Servicer, CLARION PARTNERS, LLC, as Special Servicer, LASALLE BANK NATIONAL
ASSOCIATION, as Trustee, and ABN AMRO BANK N.V., as Fiscal Agent.

                             PRELIMINARY STATEMENT:

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

         As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the Trust Mortgage Loans (exclusive of any collections
of Additional Interest on the ARD Trust Mortgage Loans after their respective
Anticipated Repayment Dates) and certain other related assets subject to this
Agreement as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as "REMIC I". The Class R-I Certificates will
represent the sole class of "residual interests" in REMIC I for purposes of the
REMIC Provisions under federal income tax law. Two separate REMIC I Regular
Interests will, on the Closing Date, be issued with respect to, and will
thereafter relate to, the Bank of America Trust Mortgage Loan, and such REMIC I
Regular Interests will bear the alphanumeric designations "BA-A" and "BA-B",
respectively. Two separate REMIC I Regular Interests will, on the Closing Date,
be issued with respect to, and will thereafter relate to, the Sheraton Universal
Trust Mortgage Loan, and such REMIC I Regular Interests will bear the
alphanumeric designations "SU-A" and "SU-B", respectively. Further, a separate
REMIC I Regular Interest will, on the Closing Date, be issued with respect to,
and will thereafter relate to, each other Trust Mortgage Loan in REMIC I. Each
REMIC I Regular Interest issued with respect to, and relating to, a Trust
Mortgage Loan in REMIC I, shall also relate to any successor REO Trust Mortgage
Loan with respect to such Trust Mortgage Loan. Except as otherwise provided
above with respect to REMIC I Regular Interest BA-A, REMIC I Regular Interest
BA-B, REMIC I Regular Interest SU-A and REMIC I Regular Interest SU-B, each
REMIC I Regular Interest shall bear a numeric designation that is the same as
the Mortgage Loan number for the related Trust Mortgage Loan set forth on the
Trust Mortgage Loan Schedule. Each REMIC I Regular Interest will (i) accrue
interest at a per annum rate described in the definition of "REMIC I Remittance
Rate" and (ii) have an initial Uncertificated Principal Balance equal to (A) in
the case of REMIC I Regular Interest BA-A, the Cut-off Date Balance of the Bank
of America Trust Mortgage Loan, net of $5,800,000, (B) in the case of REMIC I
Regular Interest BA-B, $5,800,000, (C) in the case of REMIC I Regular Interest
SU-A, the Cut-off Date Balance of the Sheraton Universal Trust Mortgage Loan,
net of $11,000,000, (D) in the case of REMIC I Regular Interest SU-B,
$11,000,000 and (E) in the case of each other REMIC I Regular Interest, the
Cut-off Date Balance of the related Trust Mortgage Loan. The Legal Final
Distribution Date of each of the REMIC I Regular Interests is the Distribution
Date immediately following the third anniversary of the end of the remaining
amortization term (as determined as of the Closing Date) of the related Trust
Mortgage Loan. None of the REMIC I Regular Interests will be certificated.

         As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the REMIC I Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC II". The Class R-II Certificates will represent the sole class of
"residual interests" in REMIC II for purposes of the REMIC Provisions under
federal income tax law. The following table sets forth the designation, the
REMIC II Remittance Rate and the initial


<PAGE>

Uncertificated Principal Balance for each of the REMIC II Regular Interests. The
Legal Final Distribution Date for each REMIC II Regular Interest is the latest
Rated Final Distribution Date. None of the REMIC II Regular Interests will be
certificated.

                                     REMIC II             Initial Uncertificated
           Designation           Remittance Rate            Principal Balance
           -----------           ---------------            -----------------
              A-1-1                Variable (1)             $       72,929,000
              A-1-2                Variable (1)             $       53,082,000
              A-1-3                Variable (1)             $       43,989,000
              A-2-1                Variable (1)             $       10,470,000
              A-2-2                Variable (1)             $      228,530,000
              A-3-1                Variable (1)             $          157,000
              A-3-2                Variable (1)             $      112,362,000
              A-3-3                Variable (1)             $       74,481,000
              A-4-1                Variable (1)             $       51,990,000
              A-4-2                Variable (1)             $      303,346,000
              A-1b-1               Variable (1)             $       13,573,000
              A-1b-2               Variable (1)             $       12,332,000
              A-1b-3               Variable (1)             $       12,365,000
              A-1b-4               Variable (1)             $      161,337,000
              A-1b-5               Variable (1)             $        2,730,000
              A-1b-6               Variable (1)             $       74,814,000
              A-1b-7               Variable (1)             $        3,409,000
                B                  Variable (1)             $       18,090,000
                C                  Variable (1)             $       21,707,000
                D                  Variable (1)             $       16,281,000
                E                  Variable (1)             $       16,280,000
                F                  Variable (1)             $       12,663,000
                G                  Variable (1)             $       23,516,000
                H                  Variable (1)             $       21,708,000
                J                  Variable (1)             $       14,471,000
                K                  Variable (1)             $       14,472,000
                L                  Variable (1)             $       12,663,000
                M                  Variable (1)             $        7,235,000
                N                  Variable (1)             $        3,618,000
                P                  Variable (1)             $        3,618,000
                Q                  Variable (1)             $        3,618,000
                S                  Variable (1)             $        3,618,000
                T                  Variable (1)             $       21,707,892
                BA                  Fixed (2)               $        5,800,000
               SU-1                 Fixed (3)               $        1,300,000
               SU-2                 Fixed (3)               $        1,470,000
               SU-3                 Fixed (3)               $        1,730,000
               SU-4                 Fixed (3)               $        1,270,000
               SU-5                 Fixed (3)               $        1,355,000
               SU-6                 Fixed (3)               $        1,625,000
               SU-7                 Fixed (3)               $        2,250,000

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

           (1)      The REMIC II Remittance Rate in effect for any REMIC II
                    Regular Interest (other than REMIC II Regular Interest BA,
                    REMIC II Regular Interest SU-1, REMIC II Regular Interest
                    SU-2 REMIC II Regular Interest SU-3, REMIC II Regular
                    Interest SU-4, REMIC II Regular Interest SU-5,

                                      -2-
<PAGE>

                    REMIC II Regular Interest SU-6 and REMIC II Regular Interest
                    SU-7) during any Interest Accrual Period shall equal the
                    Weighted Average REMIC I Remittance Rate for such Interest
                    Accrual Period.

           (2)      The REMIC II Remittance Rate in effect for REMIC II Regular
                    Interest BA during any Interest Accrual Period shall equal
                    the REMIC I Remittance Rate in effect for REMIC I Regular
                    Interest BA-B during such Interest Accrual Period.

           (3)      The REMIC II Remittance Rate in effect for each of REMIC II
                    Regular Interest SU-1, REMIC II Regular Interest SU-2, REMIC
                    II Regular Interest SU-3, REMIC II Regular Interest SU-4,
                    REMIC II Regular Interest SU-5, REMIC II Regular Interest
                    SU-6 and REMIC II Regular Interest SU-7 during any Interest
                    Accrual Period shall equal the REMIC I Remittance Rate in
                    effect for REMIC I Regular Interest SU-B during such
                    Interest Accrual Period.


         As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the REMIC II Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC III". The Class R-III Certificates will evidence the sole class of
"residual interests" in REMIC III for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the Class
designation, Pass-Through Rate and original Class Principal Balance for each
Class of the Regular Interest Certificates. For federal income tax purposes,
each Class of the Regular Interest Certificates (exclusive of the Class X-CL,
Class X-CP and Class X-SU Certificates), each of the 33 REMIC III Components of
the Class X-CL Certificates, each of the 15 REMIC III Components of the Class
X-CP Certificates and each of the seven REMIC III Components of the Class X-SU
Certificates will be designated as a separate "regular interest" in REMIC III.
The Legal Final Distribution Date for each Class of Regular Interest
Certificates (exclusive of the Class X-CL, Class X-CP and Class X-SU
Certificates), for each of the 33 REMIC III Components of the Class X-CL
Certificates, for each of the 15 REMIC III Components of the Class X-CP
Certificates and for each of the seven REMIC III Components of the Class X-SU
Certificates is the latest Rated Final Distribution Date.


                                      -3-
<PAGE>


            Class                                               Original Class
         Designation              Pass-Through Rate           Principal Balance
         -----------              -----------------           -----------------
          Class A-1                3.334% per annum            $     170,000,000
          Class A-2                  Variable (1)              $     239,000,000
          Class A-3                  Variable (1)              $     187,000,000
          Class A-4                  Variable (1)              $     355,336,000
          Class A-1b                 Variable (1)              $     280,560,000
           Class B                   Variable (1)              $      18,090,000
           Class C                   Variable (1)              $      21,707,000
           Class D                   Variable (1)              $      16,281,000
           Class E                   Variable (1)              $      16,280,000
           Class F                   Variable (1)              $      12,663,000
           Class G                   Variable (1)              $      23,516,000
           Class H                   Variable (1)              $      21,708,000
           Class J                   Variable (1)              $      14,471,000
           Class K                   Variable (1)              $      14,472,000
           Class L                   Variable (1)              $      12,663,000
           Class M                   Variable (1)              $       7,235,000
           Class N                   Variable (1)              $       3,618,000
           Class P                   Variable (1)              $       3,618,000
           Class Q                   Variable (1)              $       3,618,000
           Class S                   Variable (1)              $       3,618,000
           Class T                   Variable (1)              $      21,707,892
          Class X-CL                 Variable (1)                    (2)
          Class X-CP                 Variable (1)                    (3)
          Class X-SU                 Variable (1)                    (4)
           Class BA                5.484% per annum            $       5,800,000
          Class SU-1               4.781% per annum            $       1,300,000
          Class SU-2               4.819% per annum            $       1,470,000
          Class SU-3               4.839% per annum            $       1,730,000
          Class SU-4               4.916% per annum            $       1,270,000
          Class SU-5               5.110% per annum            $       1,355,000
          Class SU-6               5.139% per annum            $       1,625,000
          Class SU-7               5.139% per annum            $       2,250,000

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

         (1)      The respective Pass-Through Rates for the Class A-2, Class
                  A-3, Class A-4, Class A-1b, Class B, Class C, Class D, Class
                  E, Class F, Class G, Class H, Class J, Class K, Class L, Class
                  M, Class N, Class P, Class Q, Class S, Class T, Class X-CL,
                  Class X-CP and Class X-SU Certificates will, in the case of
                  each of those Classes, be a variable rate per annum calculated
                  in accordance with the definition of "Pass-Through Rate".

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

                                      -4-
<PAGE>

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

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


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

         The Initial Pool Balance will be $1,463,961,893.

         There exists one Trust Mortgage Loan (the "Santa Anita Trust Mortgage
Loan"), with a Cut-off Date Balance of $75,831,205, that is secured by the same
Mortgage encumbering the same Mortgaged Property as also secures another
mortgage loan that will not be part of the Trust Fund (such other mortgage loan,
the "Santa Anita Non-Trust Mortgage Loan" and, together with the Santa Anita
Trust Mortgage Loan, the "Santa Anita Loan Pair"). The Santa Anita Non-Trust
Mortgage Loan will be held, as of the Closing Date, by Teachers Insurance and
Annuity Association of America (in such capacity, together with its successors
and permitted assigns, the "Santa Anita Non-Trust Mortgage Loan Noteholder").
Prior to the occurrence of certain events of default with respect to the Santa
Anita Loan Pair, the Santa Anita Trust Mortgage Loan and the Santa Anita
Non-Trust Mortgage Loan are pari passu in right of payment and, subsequent to
such an event of default, the Santa Anita Trust Mortgage Loan is senior in right
of payment to the Santa Anita Non-Trust Mortgage Loan. The Santa Anita Non-Trust
Mortgage Loan currently has an unpaid principal balance of $57,339,546, but is
subject to the right of the related borrower to receive additional advances from
the Santa Anita Non-Trust Mortgage Loan Noteholder, up to a total loan
commitment with respect to the Santa Anita Non-Trust Mortgage Loan of
$104,000,000. The relative rights of the holder of the Santa Anita Trust
Mortgage Loan and the Santa Anita Non-Trust Mortgage Loan Noteholder are set
forth in a co-lender agreement dated as of July 7, 2003 (the "Santa Anita
Co-Lender Agreement"), between the holder of the Mortgage Note for the Santa
Anita Trust Mortgage Loan and the Santa Anita Non-Trust Mortgage Loan
Noteholder. Pursuant to the Santa Anita Co-Lender Agreement, the Santa Anita
Loan Pair is to be serviced and administered in accordance with this Agreement,
by the Trustee, the Master Servicer and the Special Servicer hereunder.

         There exists another Trust Mortgage Loan (the "Berkeley & Brown Trust
Mortgage Loan"), with a Cut-off Date Balance of $75,000,000, that is part of a
loan group comprised of the Berkeley & Brown Trust Mortgage Loan and four other
mortgage loans (such four other mortgage loans, the "Berkeley & Brown Non-Trust
Mortgage Loans"), all of which are together secured by the same Mortgage
encumbering the Mortgaged Properties identified on the Trust Mortgage Loan
Schedule as the Berkeley & Brown Buildings (together, the "Berkeley & Brown
Mortgaged Properties"). The Berkeley & Brown Non-Trust Mortgage Loans, none of
which are included in the Trust Fund, consist of: (i) one

                                      -5-
<PAGE>

mortgage loan (the "Berkeley & Brown Pari Passu Non-Trust Mortgage Loan A-2")
that has an unpaid principal balance as of the Cut-off Date of $50,000,000, is
pari passu in right of payment with the Berkeley & Brown Trust Mortgage Loan,
and is currently held by Morgan Stanley Mortgage Capital Inc., (ii) one mortgage
loan (the "Berkeley & Brown Pari Passu Non-Trust Mortgage Loan A-1" and,
together with the Berkeley & Brown Pari Passu Non-Trust Mortgage Loan A-2, the
"Berkeley & Brown Pari Passu Non-Trust Mortgage Loans) that has an unpaid
principal balance as of the Cut-off Date of $25,000,000, is pari passu in right
of payment with the Berkeley & Brown Trust Mortgage Loan and is, together with
the two Berkeley & Brown Subordinate Non-Trust Mortgage Loans described in
clause (iii) below and various other commercial and multifamily mortgage loans,
included in a commercial mortgage securitization (the "Berkeley & Brown 2003-IQ5
Securitization") involving the issuance of the Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2003-IQ5 (the "Berkeley &
Brown 2003-IQ5 Certificates"), and (iii) two mortgage loans (together, the
"Berkeley & Brown Subordinate Non-Trust Mortgage Loans") that have unpaid
principal balances as of the Cut-off Date of $15,000,000 and $15,000,000,
respectively, are subordinate in right of payment to the Berkeley & Brown Trust
Mortgage Loan and the Berkeley & Brown Pari Passu Non-Trust Mortgage Loans and
are, together with the Berkeley & Brown Pari Passu Non-Trust Mortgage Loan A-2,
and various other commercial and multifamily mortgage loans, included in the
Berkeley & Brown 2003-IQ5 Securitization. The Berkeley & Brown Non-Trust
Mortgage Loans and the Berkeley & Brown Mortgage Loan collectively constitute
the "Berkeley & Brown Loan Group".

         The relative rights of the holder of the Berkeley & Brown Trust
Mortgage Loan and the respective holders of the Berkeley & Brown Non-Trust
Mortgage Loans are set forth in a co-lender agreement dated as of September 30,
2003 (the "Berkeley & Brown Co-Lender Agreement"), between the holder of the
Mortgage Note for the Berkeley & Brown Trust Mortgage Loan and each holder of a
Mortgage Note for the Berkeley & Brown Non-Trust Mortgage Loans. Pursuant to the
Berkeley & Brown Co-Lender Agreement, the entire Berkeley & Brown Loan Group is
to be serviced and administered in accordance with the pooling and servicing
agreement, dated as of September 1, 2003 (together with any successor servicing
agreement provided for under the Berkeley & Brown Co-Lender Agreement, the
"Berkeley & Brown Servicing Agreement"), between Morgan Stanley Capital I Inc.
as depositor, GMAC Commercial Mortgage Corporation as master servicer (the
"Berkeley & Brown Master Servicer"), ARCap Special Servicing, Inc. as special
servicer of the Berkeley & Brown Loan Group (the "Berkeley & Brown Special
Servicer"), Midland Loan Services, Inc. as special servicer of various other
mortgage loans, LaSalle Bank National Association as trustee, paying agent and
certificate registrar (in such capacity, the "Berkeley & Brown Trustee") and ABN
AMRO Bank N.V. as fiscal agent.

         Accordingly, as and to the extent provided herein, (i) the Santa Anita
Non-Trust Mortgage Loan, although not part of the Trust Fund, will be serviced
and administered in accordance with this Agreement, by the Master Servicer and
Special Servicer hereunder and (ii) the Berkeley & Brown Trust Mortgage Loan,
although part of the Trust Fund, will be serviced and administered in accordance
with the Berkeley & Brown Servicing Agreement, by the Berkeley & Brown Master
Servicer and the Berkeley & Brown Special Servicer.

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

                                      -6-
<PAGE>

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





                                      -7-
<PAGE>

                                   ARTICLE I

       DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES; CERTAIN CALCULATIONS

         SECTION 1.01. Defined Terms.

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

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

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

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

         "Accrued Certificate Interest" shall mean the interest accrued from
time to time with respect to any Class of Regular Interest Certificates, the
amount of which interest shall equal: (a) in the case of the Class BA
Certificates or any Class of Class SU Principal Balance Certificates for any
Interest Accrual Period, 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, multiplied by (iii) a
fraction, the numerator of which is the number of days in such Interest Accrual
Period, and the denominator of which is 360; (b) in the case of any other Class
of Principal Balance Certificates for any Interest Accrual Period, one-twelfth
of the product of (i) the Pass-Through Rate applicable to such Class of
Certificates for such Interest Accrual Period, multiplied by (ii) the Class
Principal Balance of such Class of Certificates outstanding immediately prior to
the related Distribution Date; and (c) in the case of any Class of Interest Only
Certificates for any Interest Accrual Period, the aggregate amount of Accrued
Component Interest for all of such Class' REMIC III Components for such Interest
Accrual Period. The Class BA Certificates and the Class SU Certificates shall
accrue interest on an Actual/360 Basis, and the remaining Regular Interest
Certificates shall accrue interest on a 30/360 Basis.

         "Accrued Component Interest" shall mean the interest accrued from time
to time with respect to any REMIC III Component of any Class of Interest Only
Certificates, the amount of which interest shall equal: (a) in the case of any
Class X-SU REMIC III Component for any Interest Accrual Period, the product of
(i) the Pass-Through Rate applicable to such Class X-SU REMIC III Component

                                      -8-
<PAGE>

for such Interest Accrual Period, multiplied by (ii) the Component Notional
Amount of such Class X-SU REMIC III Component outstanding immediately prior to
the related Distribution Date, multiplied by (iii) a fraction, the numerator of
which is the number of days in such Interest Accrual Period, and the denominator
of which is 360; and (b) in the case of any Class X-CL REMIC III Component or
Class X-CP REMIC III Component for any Interest Accrual Period, one-twelfth of
the product of (i) the Pass-Through Rate applicable to such REMIC III Component
for such Interest Accrual Period, multiplied by (ii) the Component Notional
Amount of such REMIC III Component outstanding immediately prior to the related
Distribution Date. Each Class X-SU REMIC III Component shall accrue interest on
an Actual/360 Basis, and each Class X-CL REMIC III Component and Class X-CP
REMIC III Component shall accrue interest on a 30/360 Basis.

         "Acquisition Date" shall mean, with respect to any REO Property, the
first day on which such REO Property is considered to be acquired by (or, in the
case of the Berkeley & Brown Mortgaged Properties, for the benefit of) the Trust
Fund within the meaning of Treasury regulations section 1.856-6(b)(1), which
shall be the first day on which the Trust Fund is treated as the owner of such
REO Property or an interest therein for federal income tax purposes.

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

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

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

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

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

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

                                      -9-
<PAGE>

         "Adjusted Actual/360 Accrued Interest Amount" shall mean, with respect
to any REMIC I Regular Interest that relates to an Interest Reserve Mortgage
Loan or an Interest Reserve REO Mortgage Loan (other than REMIC I Regular
Interest BA-B and REMIC I Regular Interest SU-B), for any Interest Accrual
Period, an amount of interest equal to the product of (a) the Mortgage Rate in
effect for the corresponding Trust Mortgage Loan as of the Closing Date (without
regard to any modifications, extensions, waivers or amendments of the related
Trust Mortgage Loan subsequent to the Closing Date and, solely in the case of
the Berkeley & Brown Trust Mortgage Loan, reduced by 3.0 basis points),
multiplied by (b) a fraction, the numerator of which is the number of days in
such Interest Accrual Period, and the denominator of which is 360, multiplied by
(c) the Uncertificated Principal Balance of such REMIC I Regular Interest
immediately prior to the Distribution Date that corresponds to such Interest
Accrual Period; provided that, if the subject Interest Accrual Period ends
during (x) January of any year subsequent to 2003 that is not a leap year or (y)
February of any year subsequent to 2003, then the amount of interest calculated
with respect to any particular REMIC I Regular Interest pursuant to this
definition for such Interest Accrual Period without regard to this proviso shall
be decreased by the Interest Reserve Amount, if any, with respect to the related
Interest Reserve Mortgage Loan or Interest Reserve REO Mortgage Loan, as the
case may be, transferred (in accordance with Section 3.04(c)) from the
Collection Account to the Interest Reserve Account in the calendar month in
which such Interest Accrual Period ends; and provided, further, that, if the
subject Interest Accrual Period ends during March of any year subsequent to
2003, then the amount calculated with respect to any particular REMIC I Regular
Interest pursuant to this definition for such Interest Accrual Period without
regard to this proviso shall be increased by the Interest Reserve Amount(s), if
any, with respect to the related Interest Reserve Mortgage Loan or Interest
Reserve REO Mortgage Loan, as the case may be, transferred (in accordance with
Section 3.05(c)) from the Interest Reserve Account to the Collection Account in
the calendar month in which such Interest Accrual Period ends.

         "Adjusted REMIC II Remittance Rate" shall mean:

         (a) with respect to REMIC II Regular Interest A-1-1, for any Interest
     Accrual Period, 3.334% per annum;

         (b) with respect to REMIC II Regular Interest A-1-2, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in October 2003 through and including the Interest Accrual Period
     ending in September 2005, an annual rate equal to the Reference Rate for
     the subject Interest Accrual Period, and (ii) for any Interest Accrual
     Period subsequent to the Interest Accrual Period ending in September 2005,
     3.334% per annum;

         (c) with respect to REMIC II Regular Interest A-1-3, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in October 2003 through and including the Interest Accrual Period
     ending in September 2006, an annual rate equal to the Reference Rate for
     the subject Interest Accrual Period, and (ii) for any Interest Accrual
     Period subsequent to the Interest Accrual Period ending in September 2006,
     3.334% per annum;

         (d) with respect to REMIC II Regular Interest A-2-1, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in October 2003 through and including the Interest Accrual Period
     ending in September 2006, an annual rate equal to the Reference Rate for
     the subject Interest Accrual Period, and (ii) for any Interest Accrual
     Period subsequent to the Interest Accrual Period ending in September 2006,
     an annual rate equal to the


                                      -10-
<PAGE>

     lesser of (X) the Weighted Average REMIC I Remittance Rate for the subject
     Interest Accrual Period and (Y) 4.064% per annum;

         (e) with respect to REMIC II Regular Interest A-2-2, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in October 2003 through and including the Interest Accrual Period
     ending in September 2007, an annual rate equal to the Reference Rate for
     the subject Interest Accrual Period, and (ii) for any Interest Accrual
     Period subsequent to the Interest Accrual Period ending in September 2007,
     an annual rate equal to the lesser of (X) the Weighted Average REMIC I
     Remittance Rate for the subject Interest Accrual Period and (Y) 4.064% per
     annum;

         (f) with respect to REMIC II Regular Interest A-3-1, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in October 2003 through and including the Interest Accrual Period
     ending in September 2007, an annual rate equal to the Reference Rate for
     the subject Interest Accrual Period, and (ii) for any Interest Accrual
     Period subsequent to the Interest Accrual Period ending in September 2007,
     an annual rate equal to the lesser of (X) the Weighted Average REMIC I
     Remittance Rate for the subject Interest Accrual Period and (Y) 4.559% per
     annum;

         (g) with respect to REMIC II Regular Interest A-3-2, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in October 2003 through and including the Interest Accrual Period
     ending in September 2008, an annual rate equal to the Reference Rate for
     the subject Interest Accrual Period, and (ii) for any Interest Accrual
     Period subsequent to the Interest Accrual Period ending in September 2008,
     an annual rate equal to the lesser of (X) the Weighted Average REMIC I
     Remittance Rate for the subject Interest Accrual Period and (Y) 4.559% per
     annum;

         (h) with respect to REMIC II Regular Interest A-3-3, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in October 2003 through and including the Interest Accrual Period
     ending in September 2009, an annual rate equal to the Reference Rate for
     the subject Interest Accrual Period, and (ii) for any Interest Accrual
     Period subsequent to the Interest Accrual Period ending in September 2009,
     an annual rate equal to the lesser of (X) the Weighted Average REMIC I
     Remittance Rate for the subject Interest Accrual Period and (Y) 4.559% per
     annum;

         (i) with respect to REMIC II Regular Interest A-4-1, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in October 2003 through and including the Interest Accrual Period
     ending in September 2009, an annual rate equal to the Reference Rate for
     the subject Interest Accrual Period, and (ii) for any Interest Accrual
     Period subsequent to the Interest Accrual Period ending in September 2009,
     an annual rate equal to the lesser of (X) the Weighted Average REMIC I
     Remittance Rate for the subject Interest Accrual Period and (Y) 4.931% per
     annum;

         (j) with respect to REMIC II Regular Interest A-4-2, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in October 2003 through and including the Interest Accrual Period
     ending in September 2010, an annual rate equal to the Reference Rate for
     the subject Interest Accrual Period, and (ii) for any Interest Accrual
     Period subsequent to the Interest Accrual Period ending in September 2010,
     an annual rate equal to the

                                      -11-
<PAGE>

     lesser of (X) the Weighted Average REMIC I Remittance Rate for the subject
     Interest Accrual Period and (Y) 4.931% per annum;

         (k) with respect to REMIC II Regular Interest A-1b-1, for any Interest
     Accrual Period, an annual rate equal to the lesser of (i) the Weighted
     Average REMIC I Remittance Rate for the subject Interest Accrual Period and
     (ii) 3.992% per annum;

         (l) with respect to REMIC II Regular Interest A-1b-2, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in October 2003 through and including the Interest Accrual Period
     ending in September 2005, an annual rate equal to the Reference Rate for
     the subject Interest Accrual Period, and (ii) for any Interest Accrual
     Period subsequent to the Interest Accrual Period ending in September 2005,
     an annual rate equal to the lesser of (X) the Weighted Average REMIC I
     Remittance Rate for the subject Interest Accrual Period and (Y) 3.992% per
     annum;

         (m) with respect to REMIC II Regular Interest A-1b-3, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in October 2003 through and including the Interest Accrual Period
     ending in September 2006, an annual rate equal to the Reference Rate for
     the subject Interest Accrual Period, and (ii) for any Interest Accrual
     Period subsequent to the Interest Accrual Period ending in September 2006,
     an annual rate equal to the lesser of (X) the Weighted Average REMIC I
     Remittance Rate for the subject Interest Accrual Period and (Y) 3.992% per
     annum;

         (n) with respect to REMIC II Regular Interest A-1b-4, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in October 2003 through and including the Interest Accrual Period
     ending in September 2007, an annual rate equal to the Reference Rate for
     the subject Interest Accrual Period, and (ii) for any Interest Accrual
     Period subsequent to the Interest Accrual Period ending in September 2007,
     an annual rate equal to the lesser of (X) the Weighted Average REMIC I
     Remittance Rate for the subject Interest Accrual Period and (Y) 3.992% per
     annum;

         (o) with respect to REMIC II Regular Interest A-1b-5, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in October 2003 through and including the Interest Accrual Period
     ending in September 2008, an annual rate equal to the Reference Rate for
     the subject Interest Accrual Period, and (ii) for any Interest Accrual
     Period subsequent to the Interest Accrual Period ending in September 2008,
     an annual rate equal to the lesser of (X) the Weighted Average REMIC I
     Remittance Rate for the subject Interest Accrual Period and (Y) 3.992% per
     annum;

         (p) with respect to REMIC II Regular Interest A-1b-6, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in October 2003 through and including the Interest Accrual Period
     ending in September 2009, an annual rate equal to the Reference Rate for
     the subject Interest Accrual Period, and (ii) for any Interest Accrual
     Period subsequent to the Interest Accrual Period ending in September 2009,
     an annual rate equal to the lesser of (X) the Weighted Average REMIC I
     Remittance Rate for the subject Interest Accrual Period and (Y) 3.992% per
     annum;

                                      -12-
<PAGE>

         (q) with respect to REMIC II Regular Interest A-1b-7, (i) for any
     Interest Accrual Period from and including the Interest Accrual Period
     ending in October 2003 through and including the Interest Accrual Period
     ending in September 2010, an annual rate equal to the Reference Rate for
     the subject Interest Accrual Period, and (ii) for any Interest Accrual
     Period subsequent to the Interest Accrual Period ending in September 2010,
     an annual rate equal to the lesser of (X) the Weighted Average REMIC I
     Remittance Rate for the subject Interest Accrual Period and (Y) 3.992% per
     annum;

         (r) with respect to REMIC II Regular Interest B, for any Interest
     Accrual Period, an annual rate equal to the Weighted Average REMIC I
     Remittance Rate for the subject Interest Accrual Period, minus 0.125%;

         (s) with respect to REMIC II Regular Interest C, for any Interest
     Accrual Period, an annual rate equal to the Weighted Average REMIC I
     Remittance Rate for the subject Interest Accrual Period, minus 0.095%;

         (t) with respect to REMIC II Regular Interest D, for any Interest
     Accrual Period, an annual rate equal to the Weighted Average REMIC I
     Remittance Rate for the subject Interest Accrual Period, minus 0.055%;

         (u) with respect to REMIC II Regular Interest E, for any Interest
     Accrual Period, an annual rate equal to the Weighted Average REMIC I
     Remittance Rate for the subject Interest Accrual Period, minus 0.015%;

         (v) with respect to each of REMIC II Regular Interest F, REMIC II
     Regular Interest G, REMIC II Regular Interest H, REMIC II Regular Interest
     J and REMIC II Regular Interest K, for any Interest Accrual Period, an
     annual rate equal to the Weighted Average REMIC I Remittance Rate for the
     subject Interest Accrual Period;

         (w) with respect to each of REMIC II Regular Interest L, REMIC II
     Regular Interest M, REMIC II Regular Interest N, REMIC II Regular Interest
     P, REMIC II Regular Interest Q, REMIC II Regular Interest S and REMIC II
     Regular Interest T, for any Interest Accrual Period, an annual rate equal
     to the lesser of (i) the Weighted Average REMIC I Remittance Rate for the
     subject Interest Accrual Period, and (ii) 5.224% per annum;

         (x) with respect to REMIC II Regular Interest SU-1, for any Interest
     Accrual Period, 4.781% per annum;

         (y) with respect to REMIC II Regular Interest SU-2, for any Interest
     Accrual Period, 4.819% per annum;

         (z) with respect to REMIC II Regular Interest SU-3, for any Interest
     Accrual Period, 4.839% per annum;

         (aa) with respect to REMIC II Regular Interest SU-4, for any Interest
     Accrual Period, 4.916% per annum;

                                      -13-
<PAGE>

         (bb) with respect to REMIC II Regular Interest SU-5, for any Interest
     Accrual Period, 5.110% per annum; and

         (cc) with respect to each of REMIC II Regular Interest SU-6 and REMIC
     II Regular Interest SU-7, for any Interest Accrual Period, 5.139% per
     annum.

         "Administered REO Property" shall mean any REO Property other than, if
applicable, any Berkeley & Brown REO Property.

         "Administrative Cost Rate" shall mean, (A) with respect to the Berkeley
& Brown Trust Mortgage Loan (or any Berkeley & Brown REO Trust Mortgage Loan),
the sum of (i) 0.03% per annum calculated on an Actual/360 Basis and (ii)
0.01643% per annum calculated on a 30/360 Basis; and (B) with respect to each
other Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with respect
thereto), the rate per annum specified as the "Administrative Cost Rate" on the
Trust Mortgage Loan Schedule, which, for each such other Trust Mortgage Loan (or
successor REO Trust Mortgage Loan with respect thereto), is equal to the sum of
the related Master Servicing Fee Rate and the Trustee Fee Rate.

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

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

         "Adverse Rating Event" shall mean, with respect to any Class of
Certificates, as of any date of determination, the qualification, downgrade or
withdrawal of any rating then assigned to such Class of Certificates by either
Rating Agency.

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

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

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

         "Alternative Adjusted REMIC II Remittance Rate" shall mean, with
respect to any REMIC II Regular Interest (other than REMIC II Regular Interest
BA, REMIC II Regular Interest SU-1, REMIC II Regular Interest SU-2, REMIC II
Regular Interest SU-3, REMIC II Regular Interest SU-4,

                                      -14-
<PAGE>

REMIC II Regular Interest SU-5, REMIC II Regular Interest SU-6 and REMIC II
Regular Interest SU-7), for any Interest Accrual Period, an annual rate equal to
the Pass-Through Rate in effect during such Interest Accrual Period for the
Class of Principal Balance Certificates as to which such REMIC II Regular
Interest is the sole Corresponding REMIC II Regular Interest or is one of the
Corresponding REMIC II Regular Interests, as applicable.

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

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

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

         "Appraisal Reduction Amount" shall mean, with respect to any Required
Appraisal Loan, an amount (calculated initially as of the Determination Date
immediately following the later of the date on which the subject Mortgage Loan
or, if applicable, the Santa Anita Loan Pair, as the case may be, became a
Required Appraisal Loan and the date on which the applicable Required Appraisal
was obtained and thereafter as of each subsequent Determination Date during the
period such Mortgage Loan or, if applicable, the Santa Anita Loan Pair, as the
case may be, remains a Required Appraisal Loan) equal to the excess, if any, of:
(a) the sum of, without duplication, (i) the Stated Principal Balance of such
Required Appraisal Loan, (ii) to the extent not previously advanced by or on
behalf of the Master Servicer, the Trustee or the Fiscal Agent, all unpaid
interest on such Required Appraisal Loan through the most recent Due Date prior
to the date of calculation (exclusive of any portion thereof that represents
Additional Interest and/or Default Interest), (iii) all accrued and unpaid
Special Servicing Fees, Liquidation Fees and Workout Fees in respect of such
Required Appraisal Loan, (iv) all related unreimbursed Advances made by or on
behalf of (plus all accrued interest on such Advances payable to) the Master
Servicer and/or any other party hereto with respect to such Required Appraisal
Loan, (v) any other unpaid Additional Trust Fund Expenses in respect of such
Required Appraisal Loan, and (vi) all currently due and unpaid real estate taxes
and assessments, insurance premiums and, if applicable, ground rents, and any
unfunded improvement or other applicable reserves, in respect of the related
Mortgaged Property or REO Property, as the case may be (in each case, net of any
amounts escrowed with the Master Servicer or the Special Servicer for such
items); over (b) the Required Appraisal Value. Notwithstanding the foregoing, if
(i) any Mortgage Loan or the Santa Anita 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 the Santa Anita Loan Pair, as the case may be, became a
Required Appraisal Loan or (B) there shall have occurred since the date of the
most recent Required Appraisal or update thereof a material change in the
circumstances surrounding the related Mortgaged Property that would, in the
Special Servicer's reasonable judgment, materially affect the value of the
related Mortgaged Property, and (iii) no new Required Appraisal is obtained or
conducted, as applicable, in accordance with Section 3.09(a), within 60 days
after such Mortgage Loan or the Santa Anita Loan Pair, as the case may be,
became a Required Appraisal Loan, then (x) until such new Required Appraisal is
obtained or conducted, as applicable, in accordance with Section 3.09(a), the
Appraisal Reduction Amount shall equal 25% of the Stated Principal Balance of
such Required Appraisal Loan, and (y) upon receipt or performance, as
applicable, in accordance with

                                      -15-
<PAGE>

Section 3.09(a), of such Required Appraisal or update thereof by the Special
Servicer, the Appraisal Reduction Amount for such Required Appraisal Loan shall
be recalculated in accordance with the preceding sentence of this definition.
For purposes of this definition, each Required Appraisal Loan that is part of a
Cross-Collateralized Group shall be treated separately for the purposes of
calculating any Appraisal Reduction Amount.

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

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

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

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

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

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

         "Assumed Monthly Payment" shall mean: (a) with respect to any Balloon
Mortgage Loan delinquent in respect of its Balloon Payment, for each Due Date
coinciding with or following its Stated Maturity Date as of which such Mortgage
Loan remains outstanding and part of the Trust Fund (or, in the case of the
Santa Anita Non-Trust Mortgage Loan, if applicable, as of which the Santa Anita
Loan Pair remains outstanding and the Santa Anita Trust Mortgage Loan remains
part of the Trust Fund) (provided that such Mortgage Loan was not paid in full,
and no other Liquidation Event occurred in

                                      -16-
<PAGE>

respect thereof, before the end of the Collection Period in which the related
Stated Maturity Date occurs), the scheduled monthly payment of principal and/or
interest deemed to be due in respect of such Mortgage Loan on such Due Date
equal to the amount that would have been due in respect thereof on such Due Date
if such Mortgage Loan had been required to continue to accrue interest (other
than Default Interest) in accordance with its terms, and to pay principal in
accordance with the amortization schedule (if any) in effect immediately prior
to, and without regard to the occurrence of, the related Stated Maturity Date;
and (b) with respect to any REO Trust Mortgage Loan, for any Due Date as of
which the related REO Property (or, in the case of any Berkeley & Brown REO
Trust Mortgage Loan, any interest in the related REO Property) remains part of
the Trust Fund, the scheduled monthly payment of principal and/or interest
deemed to be due in respect thereof on such Due Date equal to the Monthly
Payment (or, in the case of a Balloon Trust Mortgage Loan described in clause
(a) of this definition, the Assumed Monthly Payment) that was due (or deemed
due) in respect of the related Mortgage Loan on the last Due Date prior to its
becoming an REO Mortgage Loan.

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

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

         "Available Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to: (a) the sum, without duplication, of (i)
the aggregate amount of all payments and other collections on or with respect to
the Trust Mortgage Loans and any REO Properties that (A) were Received by the
Trust as of the end of the related Collection Period and (B) are on deposit in
the Collection Account as of 12:00 noon (New York City time) on such
Distribution Date, (ii) the aggregate amount of any P&I Advances made by the
Master Servicer, the Trustee and/or the Fiscal Agent with respect to the
Mortgage Pool for distribution on the Certificates on such Distribution Date
pursuant to Section 4.03, (iii) the aggregate amount deposited by the Master
Servicer in the Collection Account for such Distribution Date pursuant to
Section 3.19(a) in connection with Prepayment Interest Shortfalls on the
Mortgage Pool, (iv) to the extent not included in the amount described in clause
(a)(i) of this definition, the aggregate amount transferred from the Excess
Liquidation Proceeds Account to the Collection Account pursuant to Section
3.05(d) in respect of such Distribution Date 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 any year subsequent to 2003, the
aggregate of the Interest Reserve Amounts transferred from the Interest Reserve
Account to the Collection Account in respect of the Interest Reserve Mortgage
Loans and any Interest Reserve REO Mortgage Loans for distribution on such
Distribution Date; net of (b) the portion of the aggregate amount described in
clause (a) of this definition that represents one or more of the following--(i)
Monthly Payments that are due on a Due Date following the end of the related
Collection Period, (ii) any amounts payable or reimbursable to any Person from
the Collection Account pursuant to clauses (ii) through (v) of Section 3.05(b),
(iii) Prepayment Premiums, Yield Maintenance Charges and/or Additional Interest,
(iv) if such Distribution Date occurs during January of any year subsequent to
2003 that is not a leap year or during February of any year subsequent to 2003,
the Interest Reserve Amounts with respect to the Interest Reserve Mortgage Loans
and any Interest Reserve REO Mortgage Loans to be withdrawn from the Collection
Account and deposited into the Interest Reserve Account in respect of such
Distribution Date and held for future distribution, all pursuant to Section
3.04(c), and (v) amounts deposited in the Collection Account in error; provided
that clauses (b)(i) and (b)(iv) shall not apply on the Final Distribution Date.

                                      -17-
<PAGE>

         "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
monthly payment, due with respect to such Mortgage Loan at maturity.

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

         "Bank of America Mortgaged Property" shall mean the Mortgaged Property
identified on the Trust Mortgage Loan Schedule as The Bank of America Building.

         "Bank of America Specially Designated Servicing Action" shall mean,
with respect to the Bank of America Trust Mortgage Loan or any related REO
Property, any of the Specially Designated Servicing Actions described in clauses
(i) through (viii) of the definition of "Specially Designated Servicing Action".

         "Bank of America Trust Mortgage Loan" shall mean the Trust Mortgage
Loan that is identified on the Trust Mortgage Loan Schedule as mortgage loan
number 1 and that is secured by a Mortgage on the Bank of America Mortgaged
Property.

         "Berkeley & Brown 2003-IQ5 Certificates" shall have the meaning
assigned thereto in the Preliminary Statement.

         "Berkeley & Brown 2003-IQ5 Securitization" shall have the meaning
assigned thereto in the Preliminary Statement.

         "Berkeley & Brown Co-Lender Agreement" shall have the meaning assigned
thereto in the Preliminary Statement.

         "Berkeley & Brown Collection Period" shall mean, with respect to any
Distribution Date or Master Servicer Remittance Date, the period covered by the
related remittance report(s) received from the Berkeley & Brown Master Servicer
with respect to the Berkeley & Brown Trust Mortgage Loan or any Berkeley & Brown
REO Trust Mortgage Loan that relates to such Master Servicer Remittance Date or
Distribution Date, which period commences in the calendar month preceding the
month in which such Distribution Date or Master Servicer Remittance Date, as the
case may be, occurs, and ends in the calendar month in which such Distribution
Date or Master Servicer Remittance Date, as the case may be, occurs.

         "Berkeley & Brown Cure Rights" shall mean the cure rights on the part
of the Berkeley & Brown Subordinate Non-Trust Mortgage Loan Noteholders
described under Article 5 of the Berkeley & Brown Co-Lender Agreement.

                                      -18-
<PAGE>

         "Berkeley & Brown Loan Group" shall have the meaning assigned thereto
in the Preliminary Statement, and shall be deemed to refer to the Berkeley &
Brown Trust Mortgage Loan and the Berkeley & Brown Non-Trust Mortgage Loans (all
of which shall be deemed to remain outstanding) notwithstanding that the
Berkeley & Brown Mortgaged Properties become an REO Property.

         "Berkeley & Brown Master Servicer" shall have the meaning assigned
thereto in the Preliminary Statement, and shall include any successor master
servicer appointed pursuant to the Berkeley & Brown Servicing Agreement and/or
the Berkeley & Brown Co-Lender Agreement to service the Berkeley & Brown Loan
Group.

         "Berkeley & Brown Mortgaged Properties" shall have the meaning assigned
thereto in the Preliminary Statement.

         "Berkeley & Brown Non-Trust Mortgage Loans" shall have the meaning
assigned thereto in the Preliminary Statement.

         "Berkeley & Brown Non-Trust Mortgage Loan Noteholders" shall mean,
collectively, the Berkeley & Brown Pari Passu Non-Trust Mortgage Loan
Noteholders and the Berkeley & Brown Subordinate Non-Trust Mortgage Loan
Noteholders.

         "Berkeley & Brown Noteholders" shall mean, collectively, the holder of
the Mortgage Note for the Berkeley & Brown Trust Mortgage Loan, together with
the Berkeley & Brown Non-Trust Mortgage Loan Noteholders.

         "Berkeley & Brown Pari Passu Non-Trust Mortgage Loan Noteholders" shall
mean the respective holders of the Berkeley & Brown Pari Passu Non-Trust
Mortgage Loans.

         "Berkeley & Brown Pari Passu Non-Trust Mortgage Loan A-1" shall have
the meaning assigned thereto in the Preliminary Statement.

         "Berkeley & Brown Pari Passu Non-Trust Mortgage Loan A-2" shall have
the meaning assigned thereto in the Preliminary Statement.

         "Berkeley & Brown Pari Passu Non-Trust Mortgage Loans" shall have the
meaning assigned thereto in the Preliminary Statement.

         "Berkeley & Brown Performance Certification" shall mean the
"Performance Certification" required to be provided by the Berkeley & Brown
Master Servicer and, if applicable, the Berkeley & Brown Special Servicer, to
the Certifying Party pursuant to Section 8.26(b) of the Berkeley & Brown
Servicing Agreement.

         "Berkeley & Brown REO Trust Mortgage Loan" shall mean any REO Trust
Mortgage Loan relating to the Berkeley & Brown Trust Mortgage Loan.

         "Berkeley & Brown REO Property" shall mean the Berkeley & Brown
Mortgaged Properties at such time that they become an "REO Property" under the
Berkeley & Brown Servicing Agreement.

                                      -19-
<PAGE>

         "Berkeley & Brown Servicer" shall mean either the Berkeley & Brown
Master Servicer or the Berkeley & Brown Special Servicer, as applicable.

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

         "Berkeley & Brown Special Servicer" shall have the meaning assigned
thereto in the Preliminary Statement, and shall include any successor special
servicer appointed pursuant to the Berkeley & Brown Servicing Agreement and/or
the Berkeley & Brown Co-Lender Agreement to specially service the Berkeley &
Brown Loan Group or any Berkeley & Brown REO Property.

         "Berkeley & Brown Subordinate Non-Trust Mortgage Loan Noteholders"
shall mean the respective holders of the Berkeley & Brown Subordinate Non-Trust
Mortgage Loans.

         "Berkeley & Brown Subordinate Non-Trust Mortgage Loans" shall have the
meaning assigned thereto in the Preliminary Statement.

         "Berkeley & Brown Trustee" shall have the meaning assigned thereto in
the Preliminary Statement, and shall include any successor trustee appointed
pursuant to the Berkeley & Brown Servicing Agreement.

         "Berkeley & Brown Trust Mortgage Loan" shall have the meaning assigned
thereto in the Preliminary Statement, which mortgage loan is identified on the
Trust Mortgage Loan Schedule as mortgage loan number 6 and is, together with the
Berkeley & Brown Non-Trust Mortgage Loans, secured by a Mortgage on the Berkeley
& Brown Mortgaged Properties.

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

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

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

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

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

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

                                      -20-
<PAGE>

of the Trustee, the Primary Servicing Office of the Master Servicer or the
Primary Servicing Office of the Special Servicer are located, are authorized or
obligated by law or executive order to remain closed.

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

         "Certificate" shall mean any one of the LB-UBS Commercial Mortgage
Trust 2003-C7, Commercial Mortgage Pass-Through Certificates, Series 2003-C7, as
executed by the Certificate Registrar and authenticated and delivered hereunder
by the Authenticating Agent.

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

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

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

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

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

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

         "Certificateholder" shall mean the Person in whose name a Certificate
is registered in the Certificate Register, except that: (i) neither a
Disqualified Organization nor a Disqualified Non-United States Tax Person shall
be Holder of a Residual Interest Certificate for any purpose hereof; and (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

                                      -21-
<PAGE>

waiver that relates to it has been obtained. The Certificate Registrar shall be
entitled to request and rely upon a certificate of the Depositor, the Master
Servicer or the Special Servicer in determining whether a Certificate is
registered in the name of an Affiliate of such Person. All references herein to
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and the Depository
Participants, except as otherwise specified herein; provided, however, that the
parties hereto shall be required to recognize as a "Certificateholder" only the
Person in whose name a Certificate is registered in the Certificate Register.

         "Certificateholder Reports" shall mean, collectively, the Distribution
Date Statement, the Mortgage Pool Data Update Report, the Loan Payoff
Notification Report, the CMSA Investor Reporting Package and any reports
comparable to the foregoing with respect to the Berkeley & Brown Trust Mortgage
Loan or a Berkeley & Brown REO Property that are deliverable under the Berkeley
& Brown Servicing Agreement to the Master Servicer on behalf of the Trustee as
holder of the Berkeley & Brown Trust Mortgage Loan.

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

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

         "Clarion" shall mean Clarion Partners, LLC or its successor in
interest.

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

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

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

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

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

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

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

                                      -22-
<PAGE>

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

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

         "Class BA Available Distribution Amount" shall mean, with respect to
any Distribution Date, that portion of the Available Distribution Amount for
such Distribution Date that is equal to the lesser of (i) the amount deemed
distributed to REMIC II with respect to REMIC I Regular Interest BA-B on such
Distribution Date pursuant to clauses (iv), (v) and (vi) of the first paragraph
of Section 4.01(m) and (ii) the total of (x) the Distributable Certificate
Interest with respect to the Class BA Certificates for such Distribution Date
and, to the extent not previously distributed, for all prior Distribution Dates,
(y) the Class BA Principal Distribution Amount for such Distribution Date, and
(z) an amount (calculated immediately prior to such Distribution Date) equal to
all Realized Losses and Additional Trust Fund Expenses, if any, previously
allocated to the Class BA Certificates in accordance with Section 4.04(a) and
for which no reimbursement has previously been received by the Holders of such
Certificates.

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

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

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

         "Class BA Principal Distribution Amount" shall mean, with respect to
any Distribution Date, subject to adjustment in accordance with Section 1.03,
the lesser of (a) the excess, if any, of (i) that portion of the Principal
Distribution Amount for such Distribution Date that is attributable to the

                                      -23-
<PAGE>

Bank of America Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto, over (ii) the Uncertificated Principal Balance of REMIC I
Regular Interest BA-A immediately prior to such Distribution Date, and (b) the
Class Principal Balance of the Class BA Certificates immediately prior to such
Distribution Date.

         "Class BA Purchase Option Event" shall mean the existence of the
following circumstances as of any date of determination: (a) the Bank of America
Trust Mortgage Loan constitutes a Specially Serviced Trust Mortgage Loan; and
(b) any Monthly Payment under the Bank of America Trust Mortgage Loan is at
least 60 days delinquent.

         "Class BA Purchase Price" shall mean, with respect to the Bank of
America Trust Mortgage Loan, in connection with a purchase thereof by the Class
BA Directing Certificateholder pursuant to Section 6.11B, a price equal to the
sum of, without duplication, the aggregate of (i) the outstanding principal
balance of the Bank of America Trust Mortgage Loan, together with all accrued
and unpaid interest (including the Master Servicing Fee) on the Bank of America
Trust Mortgage Loan (excluding, however, any such accrued and unpaid interest
that represents Default Interest), (ii) all other sums (in addition to principal
and interest) then due and owing under the terms of the Bank of America Trust
Mortgage Loan (excluding, however, any such accrued and unpaid interest that
represents Default Interest), (iii) all expenses (including amounts incurred by
and owing to the Trustee, the Fiscal Agent, the Master Servicer and the Special
Servicer, if any) associated with the subject purchase, and (iv) any amount
relating to the Bank of America Trust Mortgage Loan in respect of servicing
compensation, Advances and all interest paid or payable, as the context may
require, to the Master Servicer or any other party hereunder with respect to
Advances made by such Master Servicer or any other party, at the Reimbursement
Rate, which Advances are, at the time of purchase, payable or reimbursable to
the Trustee, the Fiscal Agent, the Master Servicer or any other Person under
this Agreement.

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

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

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

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

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

                                      -24-
<PAGE>

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

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

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

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

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

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

         "Class Notional Amount" shall mean the aggregate hypothetical or
notional amount on which any Class of Interest Only Certificates accrues or is
deemed to accrue interest from time to time. As of any date of determination,
the Class Notional Amount of each Class of Interest Only Certificates shall
equal the then aggregate of the Component Notional Amounts of all the REMIC III
Components of such Class of Interest Only Certificates; provided that, for
reporting purposes, the Class Notional Amount of the Class X-CP Certificates
shall be calculated in accordance with the Prospectus Supplement.

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

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

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

                                      -25-
<PAGE>

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

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

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

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

         "Class SU Available Distribution Amount" shall mean, with respect to
any Distribution Date, that portion of the Available Distribution Amount for
such Distribution Date that is equal to the lesser of (i) the amount deemed
distributed to REMIC II with respect to REMIC I Regular Interest SU-B on such
Distribution Date pursuant to clauses (iv), (v) and (vi) of the second paragraph
of Section 4.01(m) and (ii) the total of (x) all Distributable Certificate
Interest with respect to the Class SU Certificates for such Distribution Date
and, to the extent not previously distributed, for all prior Distribution Dates,
(y) the Class SU Principal Distribution Amount for such Distribution Date and
(z) an amount (calculated immediately prior to such Distribution Date) equal to
all Realized Losses and Additional Trust Fund Expenses, if any, previously
allocated to any one or more of the respective Classes of the Class SU Principal
Balance Certificates in accordance with Section 4.04(a) and for which no
reimbursement has previously been received by the Holders of such Certificates.

         "Class SU Certificates" shall mean, collectively, the Class X-SU
Certificates and the Class SU Principal Balance Certificates.

         "Class SU Change of Control Event" shall mean the event that exists
when, as of any date of determination, the aggregate Certificate Principal
Balance of the Class SU Principal Balance Certificates (net of any Appraisal
Reduction Amount with respect to the Sheraton Universal Trust Mortgage Loan or
any successor REO Trust Mortgage Loan with respect thereto) is less than 25% of
the initial aggregate Certificate Principal Balance of the Class SU Principal
Balance Certificates.

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

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

                                      -26-
<PAGE>

         "Class SU Principal Balance Certificates" shall mean, collectively, the
Class SU-1, Class SU-2, Class SU-3, Class SU-4, Class SU-5, Class SU-6 and Class
SU-7 Certificates.

         "Class SU Principal Distribution Amount" shall mean, with respect to
any Distribution Date, subject to adjustment in accordance with Section 1.03,
the lesser of (a) the excess, if any, of (i) that portion of the Principal
Distribution Amount for such Distribution Date that is attributable to the
Sheraton Universal Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto, over (ii) the Uncertificated Principal Balance of REMIC I
Regular Interest SU-A immediately prior to such Distribution Date, and (b) the
aggregate of the Class Principal Balances of the Class SU Principal Balance
Certificates immediately prior to such Distribution Date.

         "Class SU Purchase Option Event" shall mean the existence of the
following circumstances as of any date of determination: (a) the Sheraton
Universal Trust Mortgage Loan constitutes a Specially Serviced Trust Mortgage
Loan; and (b) any Monthly Payment under the Sheraton Universal Trust Mortgage
Loan is at least 60 days delinquent.

         "Class SU Purchase Price" shall mean, with respect to the Sheraton
Universal Trust Mortgage Loan, in connection with a purchase thereof by the
Class SU Directing Certificateholder pursuant to Section 6.11C, a price equal to
the sum of, without duplication, the aggregate of (i) the outstanding principal
balance of the Sheraton Universal Trust Mortgage Loan, together with all accrued
and unpaid interest (including the Master Servicing Fee) on the Sheraton
Universal Trust Mortgage Loan (excluding, however, any such accrued and unpaid
interest that represents Default Interest), (ii) all other sums (in addition to
principal and interest) then due and owing under the terms of the Sheraton
Universal Trust Mortgage Loan (excluding, however, any such accrued and unpaid
interest that represents Default Interest), (iii) all expenses (including
amounts incurred by and owing to the Trustee, the Fiscal Agent, the Master
Servicer and the Special Servicer, if any) associated with the subject purchase,
and (iv) any amount relating to the Sheraton Universal Trust Mortgage Loan in
respect of servicing compensation, Advances and all interest paid or payable, as
the context may require, to the Master Servicer or any other party hereunder
with respect to Advances made by such Master Servicer or any other party, at the
Reimbursement Rate, which Advances are, at the time of purchase, payable or
reimbursable to the Trustee, the Fiscal Agent, the Master Servicer or any other
Person under this Agreement.

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

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

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

         "Class SU-4 Certificate" shall mean any of the Certificates with a
"Class SU-4" 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.

                                      -27-
<PAGE>

         "Class SU-5 Certificate" shall mean any of the Certificates with a
"Class SU-5" 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 SU-6 Certificate" shall mean any of the Certificates with a
"Class SU-6" 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 SU-7 Certificate" shall mean any of the Certificates with a
"Class SU-7" designation on the face thereof, substantially in the form of
Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular
interests" in REMIC III for purposes of the REMIC Provisions.

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

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

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

         "Class X-CL Certificate" shall mean any one of the Certificates with a
"Class X-CL" designation on the face thereof, substantially in the form of
Exhibit A-2 attached hereto, and evidencing a portion of 33 separate "regular
interests" in REMIC III for purposes of the REMIC Provisions.

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

         "Class X-CP Certificate" shall mean any one of the Certificates with a
"Class X-CP" designation on the face thereof, substantially in the form of
Exhibit A-2 attached hereto, and evidencing a portion of 15 separate "regular
interests" in REMIC III for purposes of the REMIC Provisions.

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

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

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

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

         "Closing Date" shall mean October 9, 2003.

                                      -28-
<PAGE>

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

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

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

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

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

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

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

                                      -29-
<PAGE>

of such information and containing such additional information as may from time
to time be approved by the CMSA for commercial mortgage securities transactions
generally.

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

         "CMSA Investor Reporting Package" shall mean, collectively:

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

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

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

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

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

         "CMSA Operating Statement Analysis Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Operating Statement Analysis Report" available as of
the Closing Date on the CMSA Website or in such other form for the presentation
of such information and containing such additional information as may from

                                      -30-
<PAGE>

time to time be approved by the CMSA for commercial mortgage-backed securities
transactions generally.

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

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

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

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

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

         "Collection Account" shall mean the segregated account or accounts
created and maintained by the Trustee pursuant to Section 3.04(b), which shall
be entitled "LaSalle Bank National Association [OR NAME OF ANY SUCCESSOR
TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS Commercial
Mortgage Trust 2003-C7, Commercial Mortgage Pass-Through Certificates, Series
2003-C7".

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

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

         "Component Notional Amount" shall mean the notional amount on which any
Class X-CL REMIC III Component, Class X-CP REMIC III Component or X-SU REMIC III
Component

                                      -31-
<PAGE>

accrues interest, which, as of any date of determination, is equal to the then
current Uncertificated Principal Balance of such REMIC III Component's
Corresponding REMIC II Regular Interest.

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

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

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

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

         "Corporate Trust Office" shall mean the principal corporate trust
office of the Trustee at which at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office at
the date of the execution of this Agreement is located at 135 South LaSalle
Street, Suite 1625, Chicago, Illinois 60603, Attention: Asset-Backed Securities
Trust Services Group - LB-UBS Commercial Mortgage Trust 2003-C7.

         "Corrected Mortgage Loan" shall mean any Mortgage Loan that had been a
Specially Serviced Mortgage Loan but has ceased to be such in accordance with
the definition of "Specially Serviced Mortgage Loan" (other than by reason of a
Liquidation Event occurring in respect of such Mortgage Loan or the related
Mortgaged Property's becoming an REO Property). Notwithstanding anything to the
contrary contained herein, the Berkeley & Brown Trust Mortgage Loan shall not
constitute a Corrected Mortgage Loan under this Agreement.

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

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

                                      -32-
<PAGE>

Corresponding REMIC II Regular Interest with respect to the Class A-1
Certificates; each of REMIC II Regular Interest A-2-1 and REMIC II Regular
Interest A-2-2 shall be a Corresponding REMIC II Regular Interest with respect
to the Class A-2 Certificates; each of REMIC II Regular Interest A-3-1, REMIC II
Regular Interest A-3-2 and REMIC II Regular Interest A-3-3 shall be a
Corresponding REMIC II Regular Interest with respect to the Class A-3
Certificates; each of REMIC II Regular Interest A-4-1 and REMIC II Regular
Interest A-4-2 shall be a Corresponding REMIC II Regular Interest with respect
to the Class A-4 Certificates; and each of REMIC II Regular Interest A-1b-1,
REMIC II Regular Interest A-1b-2, REMIC II Regular Interest A-1b-3, REMIC II
Regular Interest A-1b-4, REMIC II Regular Interest A-1b-5, REMIC II Regular
Interest A-1b-6 and REMIC II Regular Interest A-1b-7 shall be a Corresponding
REMIC II Regular Interest with respect to the Class A-1b Certificates); (b) with
respect to any REMIC III Component of the Class X-CL Certificates, the REMIC II
Regular Interest that has an alphabetic or alphanumeric, as applicable,
designation that, when preceded by "X-CL-", is the same as the alphabetic or
alphanumeric, as the case may be, designation for such REMIC III Component of
the Class X-CL Certificates; (c) with respect to any REMIC III Component of the
Class X-CP Certificates, the REMIC II Regular Interest that has an alphabetic or
alphanumeric, as applicable, designation that, when preceded by "X-CP-", is the
same as the alphabetic or alphanumeric, as the case may be, designation for such
REMIC III Component of the Class X-CP Certificates; and (d) with respect to any
REMIC III Component of the Class X-SU Certificates, the REMIC II Regular
Interest that has an alphabetic or alphanumeric, as applicable, designation
that, when preceded by "X-", is the same as the alphabetic or alphanumeric, as
the case may be, designation for such REMIC III Component of the Class X-SU
Certificates.

         "Covered Costs" shall mean, with respect to any Trust Mortgage Loan and
any related costs and expenses that the Depositor or the UBS Mortgage Loan
Seller, as applicable, are otherwise required to pay pursuant to Section
2.03(e), (i) if such Trust Mortgage Loan has an original principal balance equal
to or less than $10,000,000, the entire amount of such costs and expenses, but
only in the event such costs and expenses exceed a threshold of $10,000 and (ii)
if such Trust Mortgage Loan has an original principal balance greater than
$10,000,000, the entire amount of such costs and expenses, but only in the event
such costs and expenses exceed a threshold of $25,000. In the case of clauses
(i) and (ii) above in this definition, in the event the subject costs and
expenses do not exceed the required threshold stated in each such clause, as
applicable, the "Covered Costs" shall be $0.

         "Cross-Collateralized Group" shall mean any group of
Cross-Collateralized Mortgage Loans; provided, that neither the Santa Anita Loan
Pair nor the Berkeley & Brown Loan Group shall constitute a Cross-Collateralized
Group.

         "Cross-Collateralized Mortgage Loan" shall mean any Mortgage Loan that
is cross-defaulted and cross-collateralized with any other Mortgage Loan;
provided, that neither of the Mortgage Loans in the Santa Anita Loan Pair and
none of the mortgage loans in the Berkeley & Brown Loan Group shall constitute a
Cross-Collateralized Mortgage Loan.

         "Custodial Account" shall mean either of the Pool Custodial Account or
the Santa Anita 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

                                      -33-
<PAGE>

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 September 11, 2003.

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

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

         "Default Interest" shall mean: (a) with respect to any Serviced
Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), any
amounts collected thereon (other than late payment charges, Prepayment Premiums
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
Serviced Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto), at the related Mortgage Rate (net of any applicable Additional
Interest Rate), and (ii) in the case of an ARD Mortgage Loan (or any successor
REO Trust Mortgage Loan with respect thereto) after the related Anticipated
Repayment Date, any Additional Interest; and (b) with respect to the Berkeley &
Brown Trust Mortgage Loan or any Berkeley & Brown REO Trust Mortgage Loan, any
amounts Received by the Trust thereon that represent "Default Interest" as
defined under the Berkeley & Brown Co-Lender Agreement.

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

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

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

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

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

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

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

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

                                      -34-
<PAGE>

         "Depositor" shall mean SASCO II.

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

         "Depository" shall mean The Depository Trust Company or any successor
Depository hereafter named as contemplated by Section 5.03(c). The nominee of
the initial Depository for purposes of registering those Certificates that are
to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times
be a "clearing corporation" as defined in Section 8-102(3) of the Uniform
Commercial 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 October 2003.

         "Directing Certificateholders" shall mean the Class BA Directing
Certificateholder and the Class SU Directing Certificateholder.

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

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

         "Disqualified Non-United States Tax Person" shall mean, with respect to
any Residual Interest Certificate, any Non-United States Tax Person or agent
thereof other than: (1) a Non-United States Tax Person that (a) holds such
Residual Interest Certificate and, for purposes of Treasury regulations section
1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies
that it understands that, for purposes of Treasury regulations section
1.860E-1(c)(4)(ii), as a holder of such Residual Interest Certificate for United
States federal income tax purposes, it may incur tax liabilities in excess of
any cash flows generated by such Residual Interest Certificate and intends to
pay taxes associated with holding such Residual Interest Certificate, and (c)
has furnished the Transferor and the Trustee with an effective IRS Form W-8ECI
or successor form and has agreed to update such form as

                                      -35-
<PAGE>

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. For purposes of the foregoing, the Net Aggregate
Prepayment Interest Shortfall, if any, for each Distribution Date shall be
allocated:

         (i) to the Class BA Certificates, in an amount equal to the lesser of
   (A) the amount of Accrued Certificate Interest with respect to the Class BA
   Certificates for the related Interest Accrual Period and (B) the product of
   (1) the portion, if any, of such Net Aggregate Prepayment Interest Shortfall
   that is attributable to the Bank of America Trust Mortgage Loan, multiplied
   by (2) a fraction (not greater than one or less than zero), the numerator of
   which is the portion of the applicable principal prepayment or other early
   collection of principal on the Bank of America Trust Mortgage Loan that is
   included in the Class BA Principal Distribution Amount for such Distribution
   Date, and the denominator of which is the entire amount of such principal
   prepayment or other early collection of principal;

         (ii) to each Class of the Class SU Certificates, in an amount equal to
   the lesser of (A) the amount of Accrued Certificate Interest with respect to
   such Class of Class SU Certificates for the related Interest Accrual Period
   and (B) the product of (1) the portion, if any, of such Net Aggregate
   Prepayment Interest Shortfall that is attributable to the Sheraton Universal
   Trust Mortgage Loan, multiplied by (2) a fraction (not greater than one or
   less than zero), the numerator of which is equal to the amount of Accrued
   Certificate Interest with respect to such

                                      -36-
<PAGE>

   Class of Class SU Certificates for the related Interest Accrual Period, and
   the denominator of which is the aggregate amount of Accrued Certificate
   Interest with respect to all of the Class SU Certificates for the related
   Interest Accrual Period, multiplied by (3) a fraction (not greater than one
   or less than zero), the numerator of which is the portion of the applicable
   principal prepayment or other early collection of principal on the Sheraton
   Universal Trust Mortgage Loan that is included in the Class SU Principal
   Distribution Amount for such Distribution Date, and the denominator of which
   is the entire amount of such principal prepayment or other early collection
   of principal; and

         (iii) to each other Class of Regular Interest Certificates, in an
   amount equal to the lesser of (A) the amount of Accrued Certificate Interest
   with respect to the subject Class of Regular Interest Certificates for the
   related Interest Accrual Period and (B) the product of (1) the entire amount
   of such Net Aggregate Prepayment Interest Shortfall (exclusive of any portion
   thereof that is allocable to the Class BA Certificates and/or the Class SU
   Certificates), multiplied by (2) a fraction, the numerator of which is equal
   to the amount of Accrued Certificate Interest with respect to such Class of
   Regular Interest Certificates for the related Interest Accrual Period, and
   the denominator of which is equal to the aggregate amount of Accrued
   Certificate Interest with respect to all the Classes of Regular Interest
   Certificates (exclusive of the Class BA Certificates and the Class SU
   Certificates) for the related Interest Accrual Period.

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

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

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

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

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

                                      -37-
<PAGE>

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

         "Eligible Account" shall mean any of: (i) an account maintained with a
federal or state chartered depository institution or trust company, the
long-term deposit or unsecured debt obligations of which are rated at least
"Aa3" by Moody's and at least "AA-" (or, if such depository institution or trust
company has short-term unsecured debt obligations rated at least "A-1" by S&P,
at least "A-") by S&P (or, in the case of either Rating Agency, such lower
rating as will not result in an Adverse Rating Event with respect to any Class
of Certificates as evidenced in writing by such Rating Agency) at any time such
funds are on deposit therein (if such funds are to be held for more than 30
days), or the short-term deposits of which are rated at least "P-1" by Moody's
and at least "A-1" by S&P (or, in the case of either Rating Agency, such lower
rating as will not result in an Adverse Rating Event with respect to any Class
of Certificates as evidenced in writing by such Rating Agency) at any time such
funds are on deposit therein (if such funds are to be held for 30 days or less);
or (ii) a segregated trust account maintained with the trust department of a
federal or state chartered depository institution or trust company acting in its
fiduciary capacity (which may be the Trustee), which has a combined capital and
surplus of at least $50,000,000, is subject to supervision or examination by
federal or state authority and, in the case of a state chartered depository
institution or trust company, is subject to regulations regarding fiduciary
funds on deposit therein substantially similar to 12 CFR (Section) 9.10(b); or
(iii) any other account, the use of which would not, in and of itself, cause an
Adverse Rating Event with respect to any Class of Certificates as evidenced in
writing by each Rating Agency.

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

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

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

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

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

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

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

         "Excess Liquidation Proceeds" shall mean the excess, if any, of (a) the
Net Liquidation Proceeds from the sale or liquidation of a Specially Serviced
Trust Mortgage Loan or Administered

                                      -38-
<PAGE>

REO Property, net of (i) interest on any related Advances, (ii) any related
Servicing Advances, (iii) any Liquidation Fee payable from such Net Liquidation
Proceeds and (iv) in the case of the Santa Anita Trust Mortgage Loan or any
related REO Property, the portion of such Net Liquidation Proceeds payable to
the holder of the Santa Anita Non-Trust Mortgage Loan, over (b) the amount
needed to pay off the subject Trust Mortgage Loan or related REO Trust Mortgage
Loan in full.

         "Excess Liquidation Proceeds Account" shall mean the segregated account
or accounts (or the segregated sub-account of the Collection Account) created
and maintained by the Trustee pursuant to Section 3.04(d) in trust for the
Certificateholders, which shall be entitled "LaSalle Bank National Association
[OR THE NAME OF ANY SUCCESSOR TRUSTEE], as Trustee, in trust for the registered
holders of LB-UBS Commercial Mortgage Trust 2003-C7, Commercial Mortgage
Pass-Through Certificates, Series 2003-C7".

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

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

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

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

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

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

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

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

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

                                      -39-

<PAGE>

Brothers, the Special Servicer, a Controlling Class Certificateholder or the
Master Servicer pursuant to Section 9.01, (E) the holder of a related mezzanine
loan in connection with a Mortgage Loan default, as set forth in the related
intercreditor agreement, (F) in the case of the Santa Anita Mortgage Loan, the
Santa Anita Mortgage Loan Noteholder or its designee, pursuant to the Santa
Anita Co-Lender Agreement, (G) in the case of the Bank of America Trust Mortgage
Loan, the Class BA Directing Certificateholder pursuant to Section 6.11B, or (H)
in the case of the Sheraton Universal Trust Mortgage Loan, the Class SU
Directing Certificateholder pursuant to Section 6.11C; and provided, further,
that, in the case of the Berkeley & Brown Trust Mortgage Loan or a Berkeley &
Brown REO Property, any such determination is to be made by the Berkeley & Brown
Special Servicer.

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -40-
<PAGE>

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

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

         "Holder" shall mean a Certificateholder.

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

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

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

         "Independent Contractor" shall mean: (a) any Person that would be an
"independent contractor" with respect to REMIC I within the meaning of Section
856(d)(3) of the Code if REMIC I were a real estate investment trust (except
that the ownership test set forth in that section shall be considered to be met
by any Person that owns, directly or indirectly, 35 percent or more of any Class
of Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to the Master
Servicer, the Special Servicer, the Trustee or the Trust Fund, delivered to the
Trustee) (and, if the Santa Anita Loan Pair is affected, to the Santa Anita
Non-Trust Mortgage Loan Noteholder), provided that (i) such REMIC Pool does not
receive or derive any income from such Person and (ii) the relationship between
such Person and such REMIC Pool is at arm's length,

                                      -41-
<PAGE>

all within the meaning of Treasury regulations section 1.856-4(b)(5); or (b) any
other Person upon receipt by the Trustee (and, if the Santa Anita Loan Pair is
affected, to the Santa Anita Non-Trust Mortgage 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 Administered REO Property by such Person, subject to
any conditions therein specified, that is otherwise herein contemplated to be
taken by an Independent Contractor, will not cause such REO Property to cease to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code for purposes of Section 860D(a) of the Code, or cause any income
realized in respect of such REO Property to fail to qualify as Rents from Real
Property, due to such Person's failure to be treated as an Independent
Contractor.

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

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

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

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

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

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

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

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

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

                                      -42-
<PAGE>

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

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

         "Interest Reserve Account" shall mean the segregated account or
accounts (or the segregated sub-account of the Collection Account) created and
maintained by the Trustee pursuant to Section 3.04(c) in trust for
Certificateholders, which shall be entitled "LaSalle Bank National Association
[OR THE NAME OF ANY SUCCESSOR TRUSTEE], as Trustee, in trust for the registered
holders of LB-UBS Commercial Mortgage Trust 2003-C7, Commercial Mortgage
Pass-Through Certificates, Series 2003-C7".

         "Interest Reserve Amount" shall mean, with respect to each Interest
Reserve Mortgage Loan and Interest Reserve REO Mortgage Loan, for any
Distribution Date that occurs during February of 2004 or February of any year
thereafter or during January of 2005 or January of any year thereafter that is
not a leap year, an amount equal to one day's interest accrued at the related
Mortgage Rate (net of the related Additional Interest Rate in the case of an ARD
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect to an
ARD Trust Mortgage Loan after the related Anticipated Repayment Date, and net of
3.0 basis points in the case of the Berkeley & Brown Trust Mortgage Loan or any
Berkeley & Brown REO Trust Mortgage Loan) on the related Stated Principal
Balance as of the Due Date in the month in which such Distribution Date occurs
(but prior to the application of any amounts due on such Due Date), to the
extent that a Monthly Payment is Received by the Trust in respect thereof for
such Due Date as of the related Determination Date or a P&I Advance is made
under this Agreement in respect thereof for such Due Date by such Distribution
Date; provided that, in the case of the Bank of America Trust Mortgage Loan or
any successor REO Trust Mortgage Loan with respect thereto, the Interest Reserve
Amount shall be calculated based on the related Stated Principal Balance (net of
the Class Principal Balance of the Class BA Certificates), and in the case of
the Sheraton Universal Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto, the Interest Reserve Amount shall be calculated based
on the related Stated Principal Balance (net of the aggregate of the Class
Principal Balances of the respective Classes of the Class SU Principal Balance
Certificates).

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

         "Interest Reserve REO Mortgage Loan" shall mean any REO Mortgage Loan
that relates to a predecessor Interest Reserve Mortgage Loan.

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

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

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

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

                                      -43-
<PAGE>

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

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

         "LBHI/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of September 23, 2003, between
the LBHI Mortgage Loan Seller and the Depositor.

         "LBHI Mortgage Loan Seller" shall mean LBHI.

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

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

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

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

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

         "Liquidation Event" shall mean: (a) with respect to any Mortgage Loan,
any of the following events--(i) such Mortgage Loan is paid in full, (ii) a
Final Recovery Determination is made with respect to such Mortgage Loan, (iii)
in the case of a Trust Mortgage Loan, such Mortgage Loan is repurchased by the
Depositor pursuant to Section 2.03 or by the UBS Mortgage Loan Seller pursuant
to the UBS/Depositor Mortgage Loan Purchase Agreement, (iv) in the case of a
Trust Mortgage Loan, such Mortgage Loan was transferred in connection with the
exchange by all the Certificateholders of their

                                      -44-
<PAGE>

Certificates for all the Mortgage Loans and each REO Property remaining in the
Trust Fund pursuant to Section 9.01; (v) in the case of a Serviced Trust
Mortgage Loan, such Mortgage Loan is purchased by a Purchase Option Holder or
its assignee pursuant to Section 3.18, (vi) in the case of a Trust Mortgage
Loan, such Mortgage Loan is purchased by the Depositor, Lehman Brothers, the
Special Servicer, a Controlling Class Certificateholder or the Master Servicer
pursuant to Section 9.01, (vii) such Mortgage Loan is purchased by the holder of
a related mezzanine loan in connection with a Mortgage Loan default, as set
forth in the related intercreditor agreement, (viii) in the case of the Bank of
America Trust Mortgage Loan, such Trust Mortgage Loan is purchased by the Class
BA Directing Certificateholder pursuant to Section 6.11B, (ix) in the case of
the Sheraton Universal Trust Mortgage Loan, such Trust Mortgage Loan is
purchased by the Class SU Directing Certificateholder pursuant to Section 6.11C,
(x) in the case of the Santa Anita Trust Mortgage Loan, such Trust Mortgage Loan
is purchased by the Santa Anita Non-Trust Mortgage Loan Noteholder or its
designee pursuant to the Santa Anita Co-Lender Agreement, or (xi) in the case of
the Berkeley & Brown Trust Mortgage Loan, such Trust Mortgage Loan is purchased
by a purchase option holder in accordance with the Berkeley & Brown Servicing
Agreement, as described in Section 3.18(o); and (b) with respect to any REO
Property (and the related REO Mortgage Loan), any of the following events--(i) a
Final Recovery Determination is made with respect to such REO Property, (ii)
such REO Property is purchased by the Depositor pursuant to Section 2.03 or by
the UBS Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage Loan
Purchase Agreement, or (iii) such REO Property is purchased by the Depositor,
Lehman Brothers, the Special Servicer, a Controlling Class Certificateholder or
the Master Servicer, or such REO Property is acquired in exchange for all of the
Certificates, in any event pursuant to Section 9.01.

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

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

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

         "Liquidation Proceeds" shall mean all cash amounts (other than
Insurance Proceeds, Condemnation Proceeds and REO Revenues) Received by the
Trust (or, in the case of the Santa Anita Loan Pair or any related REO Property,
collected on behalf of the Trust and the Santa Anita Non-Trust Mortgage Loan
Noteholder) in connection with: (i) the full or partial liquidation of a
Mortgaged Property or other collateral constituting security for a defaulted
Mortgage Loan, through trustee's sale, foreclosure sale, REO Disposition or
otherwise, exclusive of any portion thereof required to be released to the
related Mortgagor in accordance with applicable law and the terms and conditions
of the related Mortgage Note and Mortgage; (ii) the realization upon any
deficiency judgment obtained against a Mortgagor; (iii) the purchase of a
Specially Serviced Trust Mortgage Loan by a Purchase Option Holder or its
assignee pursuant to Section 3.18; (iv) the repurchase of a Trust Mortgage Loan
or REO Property by the Depositor pursuant to Section 2.03 or by the UBS Mortgage
Loan Seller pursuant to the

                                      -45-
<PAGE>

UBS/Depositor Mortgage Loan Purchase Agreement; (v) the purchase of a Trust
Mortgage Loan or REO Property by the Depositor, Lehman Brothers, the Special
Servicer, a Controlling Class Certificateholder or the Master Servicer, or the
acquisition thereof in exchange for all the Certificates, in any event pursuant
to Section 9.01; (vi) the purchase of a Trust Mortgage Loan by the holder of a
related mezzanine loan on behalf of the related Mortgagor in connection with a
Mortgage Loan default, as set forth in the related intercreditor agreement;
(vii) in the case of the Bank of America Trust Mortgage Loan, the purchase of
such Trust Mortgage Loan by the Class BA Directing Certificateholder pursuant to
Section 6.11B; (viii) in the case of the Sheraton Universal Trust Mortgage Loan,
the purchase of such Trust Mortgage Loan by the Class SU Directing
Certificateholder pursuant to Section 6.11C; (ix) in the case of the Santa Anita
Trust Mortgage Loan, the purchase of such Trust Mortgage Loan by the Santa Anita
Non-Trust Mortgage Loan Noteholder or its designee pursuant to the Santa Anita
Co-Lender Agreement; or (x) in the case of the Berkeley & Brown Trust Mortgage
Loan, the purchase of such Trust Mortgage Loan by a purchase option holder in
accordance with the Berkeley & Brown Servicing Agreement, as described in
Section 3.18(o).

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

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

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

         "Loan Pair" shall mean the Santa Anita Loan Pair.

         "Loan Pair Custodial Account" shall mean the Santa Anita Custodial
Account.

         "Loan Pair Remittance Amount" shall mean the Santa Anita Loan Pair
Remittance Amount.

         "Loan Pair REO Account" shall mean the Santa Anita REO Account.

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

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

         "Loan Payoff Notification Report" shall mean a report containing
substantially the information described in Exhibit E attached hereto, and
setting forth for each Serviced Mortgage Loan as to which written notice of
anticipated payoff has been received by the Master Servicer as of the
Determination Date preceding the delivery of such report, among other things,
the mortgage loan

                                      -46-
<PAGE>

number, the property name, the ending scheduled loan balance for the Collection
Period ending on such Determination Date, the expected date of payment, the
expected related Distribution Date and the estimated amount of the Yield
Maintenance Charge or Prepayment Premium due (if any).

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

         "LUBS/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of September 23, 2003, between
LBHI, LUBS Inc. as mortgage loan seller and the Depositor.

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

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

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

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

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

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

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

                                      -47-
<PAGE>

         "Master Servicing Fee Rate" shall mean: (a) with respect to the
Berkeley & Brown Trust Mortgage Loan and any Berkeley & Brown REO Trust Mortgage
Loan, 0.015% per annum; (b) with respect to each other Trust Mortgage Loan and
REO Trust Mortgage Loan, a rate per annum equal to the related Administrative
Cost Rate minus the Trustee Fee Rate; and (c) with respect to the Santa Anita
Non-Trust Mortgage Loan and any successor REO Mortgage Loan with respect
thereto, 0% per annum.

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

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

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

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

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

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

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

                                      -48-

<PAGE>

absence of default, allocable to interest at the related Mortgage Rate on and/or
principal of the subject Mortgage Loan comprising the Santa Anita Loan Pair.

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

         "Mortgage File" shall mean:

         (a) with respect to any Trust Mortgage Loan (other than the Berkeley &
Brown Trust Mortgage Loan) and, in the case of the Santa Anita Trust Mortgage
Loan, also with respect to the Santa Anita Non-Trust Mortgage Loan, the
following documents collectively (which, in the case of the Santa Anita Loan
Pair, except for the Mortgage Notes referred to in clause (a)(i) of this
definition and any modifications thereof referred to in clause (a)(vi) of
this definition, relate to the entire Santa Anita Loan Pair):

         (i)      (A) the original executed Mortgage Note for such Trust
                  Mortgage Loan, endorsed (without recourse, representation or
                  warranty, express or implied) to the order of "LaSalle Bank
                  National Association, as trustee for the registered holders of
                  LB-UBS Commercial Mortgage Trust 2003-C7, Commercial Mortgage
                  Pass-Through Certificates, Series 2003-C7" or in blank, and
                  further showing a complete, unbroken chain of endorsement from
                  the originator (if such originator is other than the related
                  Mortgage Loan Seller) (or, alternatively, if the original
                  executed Mortgage Note has been lost, a lost note affidavit
                  and indemnity with a copy of such Mortgage Note), and (B) in
                  the case of the Santa Anita Loan Pair, a copy of the executed
                  Mortgage Note for the Santa Anita Non-Trust Mortgage Loan;

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

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

         (iv)     an original executed assignment, in recordable form (except
                  for recording information not yet available if the instrument
                  being assigned has not been returned from the applicable
                  recording office), of (A) the Mortgage and (B) any

                                      -49-
<PAGE>

                  related Assignment of Leases (if such item is a document
                  separate from the Mortgage), in favor of "LaSalle Bank
                  National Association, in its capacity as trustee for the
                  registered holders of LB-UBS Commercial Mortgage Trust
                  2003-C7, Commercial Mortgage Pass-Through Certificates, Series
                  2003-C7" (or, in the case of the Santa Anita Loan Pair, in
                  favor of "LaSalle Bank National Association, in its capacity
                  as trustee for the registered holders of LB-UBS Commercial
                  Mortgage Trust 2003-C7, Commercial Mortgage Pass-Through
                  Certificates, Series 2003-C7, and its capacity as lead lender
                  on behalf of the holder of the [related Note B]") (or, in each
                  case, a copy thereof, certified to be the copy of such
                  assignment submitted for recording);

         (v)      an original or a copy of the assignment of all unrecorded
                  documents relating to such Trust Mortgage Loan, in favor of
                  "LaSalle Bank National Association, as trustee for the
                  registered holders of LB-UBS Commercial Mortgage Trust
                  2003-C7, Commercial Mortgage Pass-Through Certificates, Series
                  2003-C7" (or, in the case of the Santa Anita Loan Pair, in
                  favor of "LaSalle Bank National Association, in its capacity
                  as trustee for the registered holders of LB-UBS Commercial
                  Mortgage Trust 2003-C7, Commercial Mortgage Pass-Through
                  Certificates, Series 2003-C7, and in its capacity as lead
                  lender on behalf of the holder of the [related Note B]");

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

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

         (viii)   filed copies (with evidence of filing) of any prior effective
                  UCC Financing Statements in favor of the originator of such
                  Trust Mortgage Loan or in favor of any assignee prior to the
                  Trustee (but only to the extent the related Mortgage Loan
                  Seller had possession of such UCC Financing Statements prior
                  to the Closing Date) and an original assignment thereof, as
                  appropriate, in form suitable for filing, in favor of "LaSalle
                  Bank National Association, in its capacity as trustee for the
                  registered holders of LB-UBS Commercial Mortgage Trust
                  2003-C7, Commercial Mortgage Pass-Through Certificates, Series
                  2003-C7" (or, in the case of the Santa Anita Loan Pair, in
                  favor of "LaSalle Bank National Association, in its capacity
                  as trustee for the registered holders of LB-UBS Commercial
                  Mortgage Trust 2003-C7, Commercial Mortgage Pass-Through


                                      -50-
<PAGE>

                  Certificates, Series 2003-C7, and in its capacity as lead
                  lender on behalf of the holder of the [related Note B]");

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

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

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

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

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

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

         (xv)     an original assignment of the related security agreement (if
                  such item is a document separate from the Mortgage and if such
                  item is not included in the assignment described in clause
                  (a)(iv) or clause (a)(v)), in favor of "LaSalle Bank National
                  Association, in its capacity as trustee for the registered
                  holders of LB-UBS Commercial Mortgage Trust 2003-C7,
                  Commercial Mortgage Pass-Through Certificates, Series 2003-C7"
                  (or, in the case of the Santa Anita Loan Pair, in favor of
                  "LaSalle Bank National Association, in its capacity as trustee
                  for the registered holders of LB-UBS Commercial Mortgage Trust
                  2003-C7, Commercial Mortgage Pass-Through Certificates, Series
                  2003-C7, and in its capacity as lead lender on behalf of the
                  holder of the [related Note B]");

         (xvi)    if such Trust Mortgage Loan is the Santa Anita Trust Mortgage
                  Loan, a copy of the Santa Anita Co-Lender Agreement;

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

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

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

         (b) with respect to the Berkeley & Brown Trust Mortgage Loan, the
following documents, collectively:

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

                                      -51-
<PAGE>

                  "LaSalle Bank National Association, as trustee for the
                  registered holders of LB-UBS Commercial Mortgage Trust
                  2003-C7, Commercial Mortgage Pass-Through Certificates, Series
                  2003-C7" or in blank, and further showing a complete, unbroken
                  chain of endorsement from the originator (if such originator
                  is other than the related Mortgage Loan Seller) (or,
                  alternatively, if the original executed Mortgage Note has been
                  lost, a lost note affidavit and indemnity with a copy of such
                  Mortgage Note);

         (ii)     a copy of the executed Berkeley & Brown Co-Lender Agreement;
                  and

         (iii)    a copy of the Berkeley & Brown Servicing Agreement;

provided that whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee or by a Custodian on its behalf, such term
shall not be deemed to include such documents required to be included therein
unless they are actually so received, and with respect to any receipt or
certification by the Trustee or a Custodian on its behalf for documents
described in clauses (a)(vi) and (a)(ix) through (a)(xix) of this definition,
shall be deemed to include such documents only to the extent the Trustee or a
Custodian on its behalf has actual knowledge of their existence.

         "Mortgage Loan" shall mean any Trust Mortgage Loan or the Santa Anita
Non-Trust Mortgage Loan. As used herein, the term "Mortgage Loan" includes the
related Mortgage Note, Mortgage and other security documents contained in the
related Mortgage File or otherwise held on behalf of the Trust and/or any
affected Non-Trust Mortgage Loan Noteholders, as applicable, except that, with
respect to the Berkeley & Brown Trust Mortgage Loan, the term "Mortgage Loan"
includes the related Mortgage Note and any other documents contained in the
related Mortgage File or otherwise held on behalf of the Trust.

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

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

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

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

         "Mortgage Pool Data Update Report" shall mean, with respect to any
Distribution Date, a report (which may be included as part of the Distribution
Date Statement), prepared by the Trustee, containing information regarding the
Trust Mortgage Loans as of the end of the related Collection Period, which
report shall contain substantially the categories of information regarding the
Trust Mortgage Loans set forth on Annexes A-1 through A-6 to the Prospectus
Supplement (calculated, where applicable, on the basis of the most recent
relevant information provided by the Mortgagors to the Master Servicer or the
Special

                                      -52-
<PAGE>

Servicer, as the case may be, and by the Master Servicer or the Special
Servicer, as the case may be, to the Trustee), and which information shall be
presented in tabular format substantially similar to the format utilized on such
annexes and shall also include a loan-by-loan listing (in descending balance
order) showing loan number, property type, location, unpaid principal balance,
Mortgage Rate, paid-through date, maturity date, gross interest portion of the
Monthly Payment, principal portion of the Monthly Payment, and any Prepayment
Premium or Yield Maintenance Charge received.

         "Mortgage Rate" shall mean, with respect to each Mortgage Loan (and any
successor REO Mortgage Loan with respect thereto), the related annualized rate
at which interest is scheduled (in the absence of a default) to accrue on such
Mortgage Loan from time to time in accordance with the related Mortgage Note and
applicable law, as such rate may be modified in accordance with Section 3.20
(or, in the case of the Berkeley & Brown Trust Mortgage Loan, by the applicable
Berkeley & Brown Servicer in accordance with the Berkeley & Brown Servicing
Agreement) or in connection with a bankruptcy, insolvency or similar proceeding
involving the related Mortgagor. In the case of each ARD Mortgage Loan, the
related Mortgage Rate shall increase in accordance with the related Mortgage
Note if the particular loan is not paid in full by its Anticipated Repayment
Date.

         "Mortgaged Property" shall mean the real property 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, but excluding guarantors.

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

         "Net Available Distribution Amount" shall mean, with respect to any
Distribution Date, the Available Distribution Amount, net of the Class BA
Available Distribution Amount and the Class SU Available Distribution Amount,
for such Distribution Date.

         "Net Default Charges" shall: (a) with respect to any Trust Mortgage
Loan or REO Trust Mortgage Loan, have the meaning assigned thereto in Section
3.26(a); and (b) with respect to the Santa Anita Non-Trust Mortgage Loan or any
successor REO Mortgage Loan with respect thereto, have the meaning assigned
thereto in Section 3.26(c).

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

                                      -53-
<PAGE>

connection with the investment of such funds in accordance with Section 3.06
(exclusive, in the case of a Servicing Account, a Reserve Account or the
Defeasance Deposit Account, of any portion of such losses that were incurred in
connection with investments made for the benefit of a Mortgagor).

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

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

         "Net Prepayment Consideration" shall mean the Prepayment Consideration
Received by the Trust (or, if applicable, on behalf of the Santa Anita Non-Trust
Mortgage Loan Noteholder) with respect to any Mortgage Loan or REO Mortgage
Loan, net of any Workout Fee or Liquidation Fee payable therefrom.

         "Net Principal Distribution Amount" shall mean, with respect to any
Distribution Date, subject to adjustment in accordance with Section 1.03, the
Principal Distribution Amount, net of the Class BA Principal Distribution Amount
and the Class SU Principal Distribution Amount, for such Distribution Date.

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

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

         "Nonrecoverable P&I Advance" shall mean any P&I Advance previously made
or proposed to be made in respect of any Trust Mortgage Loan or REO Trust
Mortgage Loan by the Master Servicer, the Trustee or the Fiscal Agent, which P&I
Advance such party has determined in its reasonable, good faith judgment, will
not be ultimately recoverable from late payments, Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds, or any other recovery on or in
respect of such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may
be; provided that, if either of the Berkeley & Brown Pari Passu Non-Trust
Mortgage Loans is securitized as part of a rated commercial mortgage
securitization similar to the commercial mortgage securitization contemplated by
this Agreement, and if the Master Servicer receives written notice in accordance
with the Berkeley & Brown Co-Lender Agreement that a party (with respect to such
other commercial mortgage securitization) responsible for making delinquency
advances similar to P&I Advances hereunder or servicing advances on any such
mortgage loan has determined, in accordance with the requirements of the related
securitization agreement, that any such delinquency advance or servicing advance
made or to

                                      -54-
<PAGE>

be made with respect to such securitized Berkeley & Brown Pari Passu
Non-Trust Mortgage Loan would be nonrecoverable out of collections on such
mortgage loan, then (for so long as the Master Servicer has actual knowledge
that delinquency advances and/or servicing advances are not being made with
respect to such securitized Berkeley & Brown Pari Passu Non-Trust Mortgage Loan
in connection with such other commercial mortgage securitization by reason of
such nonrecoverability determination) any P&I Advance that is required to be
made hereunder with respect to the Berkeley & Brown Trust Mortgage Loan (or any
successor REO Trust Mortgage Loan with respect thereto) shall be deemed to be a
Nonrecoverable P&I Advance (unless any such P&I Advances required to be made
hereunder with respect to the Berkeley & Brown Trust Mortgage Loan are again
deemed to be recoverable in accordance with the procedures set forth in the
Berkeley & Brown Co-Lender Agreement).

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

         "Non-Registered Certificate" shall mean any Certificate that has not
been the subject of registration under the Securities Act. As of the Closing
Date, the Class X-CL, Class X-CP, Class X-SU, Class A-1b, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q,
Class S, Class T, Class BA, Class SU-1, Class SU-2, Class SU-3, Class SU-4,
Class SU-5, Class SU-6, Class SU-7, Class R-I, Class R-II, Class R-III and Class
V Certificates are Non-Registered Certificates.

         "Non-Trust Mortgage Loan" shall mean either a Berkeley & Brown
Non-Trust Mortgage Loan or the Santa Anita Non-Trust Mortgage Loan.

         "Non-Trust Mortgage Loan Noteholders" shall mean any Berkeley & Brown
Non-Trust Mortgage Loan Noteholders or the Santa Anita Non-Trust Mortgage Loan
Noteholder.

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

         "Offering Memorandum" shall mean the Offering Memorandum dated
September 23, 2003, relating to the Class A-1b, Class X-CL, Class X-CP, Class
X-SU, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class P, Class Q, Class S, Class T, Class BA, Class SU-1, Class SU-2,
Class SU-3, Class SU-4, Class SU-5, Class SU-6 and Class SU-7 Certificates.

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

                                      -55-
<PAGE>

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

         "Original Class Notional Amount" shall mean, with respect to any Class
of Interest Only Certificates, the initial Class Notional Amount of each such
Class as of the Closing Date, which shall equal $1,447,161,892, in the case of
the Class X-CL Certificates, $1,145,394,000, in the case of the Class X-CP
Certificates, and $11,000,000, in the case of the Class X-SU Certificates.

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

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

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

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

         "Pass-Through Rate" shall mean:

         (a) with respect to the Class A-1 Certificates for any Interest Accrual
Period, 3.334% per annum;

         (b) with respect to the Class A-2 Certificates for any Interest Accrual
Period, an annual rate equal to the lesser of (i) the Weighted Average REMIC I
Remittance Rate for such Interest Accrual Period and (ii) 4.064% per annum;

         (c) with respect to the Class A-3 Certificates for any Interest Accrual
Period, an annual rate equal to the lesser of (i) the Weighted Average REMIC I
Remittance Rate for such Interest Accrual Period and (ii) 4.559% per annum;

         (d) with respect to the Class A-4 Certificates for any Interest Accrual
Period, an annual rate equal to the lesser of (i) the Weighted Average REMIC I
Remittance Rate for such Interest Accrual Period and (ii) 4.931% per annum;


                                      -56-
<PAGE>

         (e) with respect to the Class A-1b Certificates for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the Weighted Average
REMIC I Remittance Rate for such Interest Accrual Period and (ii) 3.992% per
annum;

         (f) with respect to the Class B Certificates for any Interest Accrual
Period, an annual rate equal to the Weighted Average REMIC I Remittance Rate for
such Interest Accrual Period, minus 0.125%;

         (g) with respect to the Class C Certificates for any Interest Accrual
Period, an annual rate equal to the Weighted Average REMIC I Remittance Rate for
such Interest Accrual Period, minus 0.095%;

         (h) with respect to the Class D Certificates for any Interest Accrual
Period, an annual rate equal to the Weighted Average REMIC I Remittance Rate for
such Interest Accrual Period, minus 0.055%;

         (i) with respect to the Class E Certificates for any Interest Accrual
Period, an annual rate equal to the Weighted Average REMIC I Remittance Rate for
such Interest Accrual Period, minus 0.015%;

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

         (k) with respect to the Class L, Class M, Class N, Class P, Class Q,
Class S and Class T Certificates for any Interest Accrual Period, an annual rate
equal to the lesser of (i) the Weighted Average REMIC I Remittance Rate for such
Interest Accrual Period and (ii) 5.224% per annum;

         (l) with respect to the Class BA Certificates for any Interest Accrual
Period, 5.484% per annum;

         (m) with respect to the Class SU-1 Certificates for any Interest
Accrual Period, 4.781% per annum;

         (n) with respect to the Class SU-2 Certificates for any Interest
Accrual Period, 4.819% per annum;

         (o) with respect to the Class SU-3 Certificates for any Interest
Accrual Period, 4.839% per annum;

         (p) with respect to the Class SU-4 Certificates for any Interest
Accrual Period, 4.916% per annum;

         (q) with respect to the Class SU-5 Certificates for any Interest
Accrual Period, 5.110% per annum;

         (r) with respect to the Class SU-6 and Class SU-7 Certificates for any
Interest Accrual Period, 5.139% per annum;

                                      -57-
<PAGE>

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

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

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

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

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

         (x) with respect to the Class X-CP Certificates for any Interest
Accrual Period, an annual rate equal to the weighted average (expressed as a
percentage and rounded to six decimal places) of the respective Pass-Through
Rates applicable to the Class X-CP REMIC III Components for such Interest
Accrual Period, weighted on the basis of the respective Component Notional
Amounts of the Class X-CP REMIC III Components outstanding immediately prior to
the related Distribution Date; provided that, for reporting purposes, the
Pass-Through Rate of the Class X-CP Certificates shall be calculated in
accordance with the Prospectus Supplement.

         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 other than REMIC II Regular Interest BA, REMIC II Regular Interest
SU-1, REMIC II Regular Interest SU-2, REMIC II Regular Interest SU-3, REMIC II
Regular Interest SU-4, REMIC II Regular Interest SU-5, REMIC II Regular Interest
SU-6 and REMIC II Regular Interest SU-7.

         "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

                                      -58-
<PAGE>

which is the Certificate Principal Balance or Certificate Notional Amount, as
the case may be, of such Certificate as of the Closing Date, as specified on the
face thereof, and the denominator of which is the Original Class Principal
Balance or Original Class Notional Amount, as the case may be, of the relevant
Class; and (b) with respect to a Class V or Residual Interest Certificate, the
percentage interest in distributions to be made with respect to the relevant
Class, as stated on the face of such Certificate.

         "Performing Five-Year Mortgage Loan" shall mean any Five-Year Mortgage
Loan that is a Corrected Mortgage Loan or as to which a Servicing Transfer Event
has never occurred.

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

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

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

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

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

         (ii)     repurchase obligations with respect to any security described
                  in clause (i) of this definition (having original maturities
                  of not more than 365 days), provided that the short-term
                  deposit or debt obligations of the party agreeing to
                  repurchase such obligations are rated in the highest rating
                  category of each of Moody's and S&P (or, in the case of either
                  Rating Agency, such lower rating as will not result in an
                  Adverse Rating Event with respect to any Class of
                  Certificates, 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

                                      -59-
<PAGE>

                  and S&P (or, in the case of either Rating Agency, such lower
                  rating as will not result in an Adverse Rating Event with
                  respect to any Class of Certificates, 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 and S&P (or,
                  in the case of either Rating Agency, such lower rating as will
                  not result in an Adverse Rating Event with respect to any
                  Class of Certificates, as evidenced in writing by such Rating
                  Agency). In addition, such commercial paper by its terms must
                  have a predetermined fixed dollar amount of principal due at
                  maturity that cannot vary or change. Interest may either be
                  fixed or variable. If such interest is variable, interest must
                  be tied to a single interest rate index plus a single fixed
                  spread (if any), and move proportionately with that index;

         (v)      units of money market funds rated in the highest applicable
                  rating category of each of Moody's and S&P (or, in the case of
                  either Rating Agency, such lower rating as will not result in
                  an Adverse Rating Event with respect to any Class of
                  Certificates, as evidenced in writing by such Rating Agency)
                  and which seeks to maintain a constant net asset value; and

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

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

                                      -60-
<PAGE>

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

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

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

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

         "Pool Custodial Account" shall mean the segregated account or accounts
created and maintained by the Master Servicer pursuant to Section 3.04(a) on
behalf of the Trustee in trust for the Certificateholders, which shall be
entitled "Wachovia Bank, National Association [OR THE NAME OF ANY SUCCESSOR
MASTER SERVICER], as Master Servicer, on behalf of LaSalle Bank National
Association [OR THE NAME OF ANY SUCCESSOR TRUSTEE], as Trustee, in trust for the
registered holders of LB-UBS Commercial Mortgage Trust 2003-C7, Commercial
Mortgage Pass-Through Certificates, Series 2003-C7, 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 "Clarion Partners, LLC [OR THE NAME OF ANY SUCCESSOR SPECIAL SERVICER],
as Special Servicer, on behalf of LaSalle Bank National Association [OR THE NAME
OF ANY SUCCESSOR TRUSTEE], as Trustee, in trust for the registered holders of
LB-UBS Commercial Mortgage Trust 2003-C7, Commercial Mortgage Pass-Through
Certificates, Series 2003-C7, Pool REO Account".

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

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

         "Prepayment Consideration Entitlement" shall mean:

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

                                      -61-
<PAGE>

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

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

         For purposes of the foregoing, to the extent that payments of principal
on any Class of Principal Balance Certificates could be made from principal
amounts allocable to Loan Group No. 1 or principal amounts allocable to Loan
Group No. 2, the Trustee shall assume that those payments of principal on that
Class of Principal Balance Certificates are made from amounts allocable to each
Loan Group, on a pro rata basis in accordance with the respective amounts
allocable to each Loan Group that were available for payment on that Class.

         "Prepayment Interest Excess" shall mean: (a) with respect to any
Serviced Mortgage Loan that was subject to a Principal Prepayment in full or in
part made (or, if resulting from the application of Insurance Proceeds or
Condemnation Proceeds, any other early recovery of principal received) after its
Due Date in any Collection Period, any payment of interest (net of related
Master Servicing Fees) actually collected from the related Mortgagor or
otherwise and intended to cover interest

                                      -62-
<PAGE>

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 Mortgage Loan
after its Anticipated Repayment Date, further exclusive of any Additional
Interest); and (b) with respect to the Berkeley & Brown Trust Mortgage Loan, a
"Prepayment Interest Excess" in respect thereof under the Berkeley & Brown
Servicing Agreement (net of related Master Servicing Fees), as "Prepayment
Interest Excess" is defined under the Berkeley & Servicing Agreement on the
Closing Date.

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

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

         "Primary Servicing Office" shall mean the offices of the Master
Servicer or the Special Servicer, as the context may require, that are primarily
responsible for such party's servicing obligations hereunder. As of the Closing
Date, the Primary Servicing Office of the Master Servicer is located at 8739
Research Drive, URP4, Charlotte, North Carolina 28262-1075, and the Primary
Servicing Office of the Special Servicer is located at 230 Park Avenue, 12th
Floor, New York, New York 10169.

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

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

                                      -63-
<PAGE>

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

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

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

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

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

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

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

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

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

                                      -64-
<PAGE>

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

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

         "Prospectus" shall mean the prospectus dated September 23, 2003, as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.

         "Prospectus Supplement" shall mean the prospectus supplement dated
September 23, 2003, relating to the Registered Certificates, as supplemented by
the Supplement dated October 3, 2003 to Prospectus Supplement dated September
23, 2003.

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

         "Purchase Price" shall mean, with respect to any Trust Mortgage Loan
(or REO Property or, in the case of any Berkeley & Brown REO Property, the
Trust's interest therein), a cash price equal to the aggregate of: (a) the
outstanding principal balance of such Trust Mortgage Loan (or the related REO
Trust Mortgage Loan) as of the date of purchase, (b) all accrued and unpaid
interest on such Trust Mortgage Loan (or the related REO Trust Mortgage Loan)
to, but not including, the Due Date in the Collection Period of purchase
(exclusive, however, of any portion of such accrued but unpaid interest that
represents Default Interest or, in the case of an ARD Mortgage Loan after its
Anticipated Repayment Date, Additional Interest), (c) all related unreimbursed
Servicing Advances, if any, (d) all accrued and unpaid interest, if any, in
respect of related Advances in accordance with, as applicable, Section 3.11(g)
and/or Section 4.03(d), and (e) in the case of a repurchase by the Depositor
pursuant to Section 2.03 or by the UBS Mortgage Loan Seller pursuant to the
UBS/Depositor Mortgage Loan Purchase Agreement, (i) to the extent not otherwise
included in the amount described in clause (d) of this definition, any unpaid
Special Servicing Fees and other Additional Trust Fund Expenses with respect to
such Trust Mortgage Loan (or REO Property), including any Liquidation Fee
payable because the subject repurchase occurred subsequent to the expiration of
the Initial Resolution Period plus the applicable Resolution Extension Period
for the Material Document Defect or Material Breach, as applicable, that gave
rise to the repurchase, and (ii) to the extent not otherwise included in the
amount described in clause (c) of this definition, any costs and expenses
incurred by the Master Servicer, the Special Servicer or the Trustee (on behalf
of the Trust) in enforcing the obligation of such Person to purchase such
Mortgage Loan; provided that, in the case of the Santa Anita Trust Mortgage
Loan, the Purchase Price calculated above shall be reduced by any related unpaid
Master Servicing Fees, unreimbursed Advances and, to the extent included therein
pursuant to clause (d) above, unpaid interest on Advances which, following the
subject purchase, will continue to be payable or reimbursable under the Santa
Anita Co-Lender Agreement to the Master Servicer in respect of the Santa Anita
Trust Mortgage Loan (which amounts shall no longer be payable hereunder); and
provided, further, that, in the case of an REO Property that relates to the
Santa Anita Loan Pair, the Purchase Price for such REO Property shall instead
equal the greater of (x) the fair market value of such REO Property, based on a
recent appraisal meeting the criteria for a Required Appraisal, and (y) the
aggregate of the amounts described in clauses (a), (b), (c), (d) and, if
applicable, (e) above with respect to both REO Mortgage Loans comprising the
Santa Anita Loan Pair.

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

                                      -65-
<PAGE>

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

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

         "Rated Final Distribution Date" shall mean: (a) with respect to the
Class A-1, Class A-2 and Class A-3 Certificates, the Distribution Date in
September 2027; (b) with respect to the Class A-4 and Class A-1b Certificates,
the Distribution Date in September 2035; (c) with respect to the Class BA
Certificates, August 2018; (d) with respect to the Class SU Principal Balance
Certificates, July 2015; and (e) with respect to the other Classes of
Certificates, other than the Class X-CL, Class X-CP, Class X-SU, Class T, Class
R-I, Class R-II, Class R-III and Class V Certificates, the Distribution Date in
July 2037.

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

         "Realized Loss" shall mean:

         (1) with respect to each Mortgage Loan as to which a Final Recovery
   Determination has been made, or with respect to any successor REO Mortgage
   Loan as to which a Final Recovery Determination has been made as to the
   related REO Property, an amount (not less than zero) equal to the excess, if
   any, of (a) the sum of (i) the unpaid principal balance of such Mortgage Loan
   or REO Mortgage Loan, as the case may be, as of the commencement of the
   Collection Period in which the Final Recovery Determination was made, plus
   (ii) without taking into account the amount described in subclause (1)(b) of
   this definition, all accrued but unpaid interest on such Mortgage Loan or
   such REO Mortgage Loan, as the case may be, to but not including the Due Date
   in the Collection Period in which the Final Recovery Determination was made
   (exclusive, however, of any portion of such accrued but unpaid interest that
   represents Default Interest or, in the case of an ARD Mortgage Loan or any
   successor REO Trust Mortgage Loan with respect thereto after its Anticipated
   Repayment Date, Additional Interest), plus (iii) the amount of any and all
   related Special Servicing Fees, Liquidation Fees and/or Workout Fees with
   respect to such Mortgage Loan or successor REO Mortgage Loan that caused any
   Class of Certificateholders to receive less than the full amount of
   Distributable Certificate Interest on the Distribution Date occurring in the
   Collection Period in which the Final Recovery Determination was made
   (including any Distributable Certificate Interest that remained unpaid from
   prior Distribution Dates), over (b) all payments and proceeds, if any,
   received in respect of such Mortgage Loan or, to the extent allocable to such
   REO Mortgage Loan, the related REO Property, as the case may be, during the
   Collection Period in which such Final Recovery Determination was made,
   insofar as such payments and proceeds are allocable to interest (other than
   Default Interest and Additional Interest) on or principal of such Mortgage
   Loan or REO Mortgage Loan; provided that, in the case of the Berkeley & Brown
   Trust Mortgage Loan or any Berkeley & Brown REO Trust Mortgage Loan,
   references to "Collection Period" in this clause (1) shall mean the "Berkeley
   & Brown Collection Period".

         (2) with respect to each Mortgage Loan as to which any portion of the
   principal or previously accrued interest payable thereunder was canceled in
   connection with a bankruptcy or similar proceeding involving the related
   Mortgagor or a modification, extension, waiver or amendment of such Mortgage
   Loan granted or agreed to by the Special Servicer pursuant to Section 3.20
   (or, in the case of the Berkeley & Brown Trust Mortgage Loan, by the
   applicable

                                      -66-
<PAGE>

   Berkeley & Brown Servicer pursuant to the Berkeley & Brown Servicing
   Agreement), the amount of such principal and/or interest (other than Default
   Interest and, in the case of an ARD Mortgage Loan after its Anticipated
   Repayment Date, Additional Interest) so canceled; and

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

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

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

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

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

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

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

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

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

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

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

                                      -67-
<PAGE>

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

         "Regulation S Release Date" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside the United
States in reliance on Regulation S, the date that is 40 days after the later of
(a) the commencement of the offering to Persons other than distributors in
reliance on Regulation S, and (b) the date of closing of the offering.

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

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

         "REMIC I" shall mean the segregated pool of assets constituting the
primary trust created hereby and to be administered hereunder with respect to
which a separate REMIC election is to be made, and consisting of: (i) the Trust
Mortgage Loans as from time to time are subject to this Agreement and all
payments under and proceeds of such Trust Mortgage Loans Received by the Trust
after the Closing Date (other than scheduled payments of interest and principal
due on or before the Cut-off Date, other than any assumption fees paid prior to
the Closing Date, if applicable, and other than Additional Interest Received by
the Trust in respect of the ARD Trust Mortgage Loans after their respective
Anticipated Repayment Dates), together with all documents included in the
related Mortgage Files; (ii) any REO Properties as from time to time are subject
to this Agreement and all income and proceeds therefrom (or, in the case of the
Berkeley & Brown Trust Mortgage Loan, the rights of the holder thereof with
respect to any Berkeley & Brown REO Property under the Berkeley & Brown
Servicing Agreement); (iii) such funds or assets as from time to time are
deposited in the Pool Custodial Account, the Collection Account, the Interest
Reserve Account and, if established, the Pool REO Account, exclusive of any
amounts that represent Additional Interest Received by the Trust in respect of
the ARD Trust Mortgage Loans after their respective Anticipated Repayment Dates;
and (iv) the rights of the Depositor under the UBS/Depositor Mortgage Loan
Purchase Agreement; provided that REMIC I shall not include the Santa Anita
Non-Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto or any payments or other collections of principal, interest, Prepayment
Premiums, Yield Maintenance Charges or other amounts collected on the Santa
Anita Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect
thereto.

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

         "REMIC I Remittance Rate" shall mean: (a) with respect to any REMIC I
Regular Interest that, as of the Closing Date, corresponds to a Trust Mortgage
Loan that accrues interest on a 30/360 Basis, a rate per annum that is, for any
Interest Accrual Period, equal to (i) the Mortgage Rate in effect for such
corresponding Trust Mortgage Loan as of the Closing Date (without regard to any
modifications, extensions, waivers or amendments of such corresponding Trust
Mortgage Loan

                                      -68-
<PAGE>

subsequent to the Closing Date), minus (ii) the Administrative Cost Rate for
such corresponding Trust Mortgage Loan (or any successor REO Trust Mortgage Loan
with respect thereto); (b) with respect to any REMIC I Regular Interest (other
than REMIC I Regular Interest BA-B, REMIC I Regular Interest SU-B and the REMIC
I Regular Interest that corresponds to the Berkeley & Brown Trust Mortgage Loan)
that, as of the Closing Date, corresponds to a Trust Mortgage Loan that accrues
interest on an Actual/360 Basis, a rate per annum that is, for any Interest
Accrual Period, equal to (i) a fraction (expressed as a percentage), the
numerator of which is the product of 12 times the Adjusted Actual/360 Accrued
Interest Amount with respect to such REMIC I Regular Interest for such Interest
Accrual Period, and the denominator of which is the Uncertificated Principal
Balance of such REMIC I Regular Interest immediately prior to the Distribution
Date that corresponds to such Interest Accrual Period, minus (ii) the
Administrative Cost Rate for the corresponding Trust Mortgage Loan (or any
successor REO Trust Mortgage Loan with respect thereto); (c) with respect to
each of REMIC I Regular Interest BA-B and REMIC I Regular Interest SU-B, a rate
per annum that is, for any Interest Accrual Period, equal to (i) the Mortgage
Rate in effect for the corresponding Trust Mortgage Loan as of the Closing Date
(without regard to any modifications, extensions, waivers or amendments of such
corresponding Trust Mortgage Loan subsequent to the Closing Date), minus (ii)
the Administrative Cost Rate for such corresponding Trust Mortgage Loan (or any
successor REO Trust Mortgage Loan with respect thereto); and (d) with respect to
the REMIC I Regular Interest that, as of the Closing Date, corresponds to the
Berkeley & Brown Trust Mortgage Loan, a rate per annum that is, for any Interest
Accrual Period, equal to (i) a fraction (expressed as a percentage), the
numerator of which is the product of 12 times the Adjusted Actual/360 Accrued
Interest Amount with respect to such REMIC I Regular Interest for such Interest
Accrual Period, and the denominator of which is the Uncertificated Principal
Balance of such REMIC I Regular Interest immediately prior to the Distribution
Date that corresponds to such Interest Accrual Period, minus (ii) 0.01643%.

         "REMIC II" shall mean the segregated pool of assets consisting of all
of the REMIC I Regular Interests conveyed in trust to the Trustee for the
benefit of REMIC III, as holder of the REMIC II Regular Interests, and the
Holders of the Class R-II Certificates, pursuant to Section 2.07, with respect
to which a separate REMIC election is to be made.

         "REMIC II Regular Interest" shall mean any of the 41 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 each REMIC
II Regular Interest (other than REMIC II Regular Interest BA, REMIC II Regular
Interest SU-1, REMIC II Regular Interest SU-2, REMIC II Regular Interest SU-3,
REMIC II Regular Interest SU-4, REMIC II Regular Interest SU-5, REMIC II Regular
Interest SU-6 and REMIC II Regular Interest SU-7) for any Interest Accrual
Period, an annual rate equal to the Weighted Average REMIC I Remittance Rate for
such Interest Accrual Period; (b) with respect to REMIC II Regular Interest BA,
an annual rate equal to the REMIC I Remittance Rate in effect for REMIC I
Regular Interest BA-B for such Interest Accrual Period; and (c) with respect to
each of REMIC II Regular Interest SU-1, REMIC II Regular Interest SU-2, REMIC II
Regular Interest SU-3, REMIC II Regular Interest SU-4, REMIC II Regular Interest
SU-5,

                                      -69-
<PAGE>

REMIC II Regular Interest SU-6 and REMIC II Regular Interest SU-7 for any
Interest Accrual Period, an annual rate equal to the REMIC I Remittance Rate in
effect for REMIC I Regular Interest SU-B for such Interest Accrual Period.

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

         "REMIC III Certificate" shall mean any Class A-1, Class A-2, Class A-3,
Class A-4, Class A-1b, Class X-CL, Class X-CP, Class X-SU, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class P, Class Q, Class S, Class T, Class BA, Class SU-1, Class SU-2,
Class SU-3, Class SU-4, Class SU-5, Class SU-6, Class SU-7 or Class R-III
Certificate.

         "REMIC III Component" shall mean:

         (a) with respect to the Class X-CL Certificates, any of the following
   33 components of the Class X-CL Certificates: REMIC III Component X-CL-A-1-1;
   REMIC III Component X-CL-A-1-2; REMIC III Component X-CL-A-1-3; REMIC III
   Component X-CL-A-2-1; REMIC III Component X-CL-A-2-2; REMIC III Component
   X-CL-A-3-1; REMIC III Component X-CL-A-3-2; REMIC III Component X-CL-A-3-3;
   REMIC III Component X-CL-A-4-1; REMIC III Component X-CL-A-4-2; REMIC III
   Component X-CL-A-1b-1; REMIC III Component X-CL-A-1b-2; REMIC III Component
   X-CL-A-1b-3; REMIC III Component X-CL-A-1b-4; REMIC III Component
   X-CL-A-1b-5; REMIC III Component X-CL-A-1b-6; REMIC III Component
   X-CL-A-1b-7; REMIC III Component X-CL-B; REMIC III Component X-CL-C; REMIC
   III Component X-CL-D; REMIC III Component X-CL-E; REMIC III Component X-CL-F;
   REMIC III Component X-CL-G; REMIC III Component X-CL-H; REMIC III Component
   X-CL-J; REMIC III Component X-CL-K; REMIC III Component X-CL-L; REMIC III
   Component X-CL-M; REMIC III Component X-CL-N; REMIC III Component X-CL-P;
   REMIC III Component X-CL-Q; REMIC III Component X-CL-S; and REMIC III
   Component X-CL-T; each of which (i) constitutes a separate "regular interest"
   in REMIC III for purposes of the REMIC Provisions, (ii) relates to its
   Corresponding REMIC II Regular Interest, and (iii) has a Component Notional
   Amount equal to the Uncertificated Principal Balance of its Corresponding
   REMIC II Regular Interest outstanding from time to time; and

         (b) with respect to the Class X-CP Certificates, any of the following
   15 components of the Class X-CP Certificates: REMIC III Component X-CP-A-1-2;
   REMIC III Component X-CP-A-1-3; REMIC III Component X-CP-A-2-1; REMIC III
   Component X-CP-A-2-2; REMIC III Component X-CP-A-3-1; REMIC III Component
   X-CP-A-3-2; REMIC III Component X-CP-A-3-3; REMIC III Component X-CP-A-4-1;
   REMIC III Component X-CP-A-4-2; REMIC III Component X-CP-A-1b-2; REMIC III
   Component X-CP-A-1b-3; REMIC III Component X-CP-A-1b-4; REMIC III Component
   X-CP-A-1b-5; REMIC III Component X-CP-A-1b-6; and REMIC III Component
   X-CP-A-1b-7; each of which (i) constitutes a separate "regular interest" in
   REMIC III for purposes of the REMIC Provisions, (ii) relates to its
   Corresponding REMIC II Regular Interest, and (iii) has a Component Notional
   Amount equal to the Uncertificated Principal Balance of its Corresponding
   REMIC II Regular Interest outstanding from time to time; and

                                      -70-
<PAGE>

         (c) with respect to the Class X-SU Certificates, any of the following
   seven components of the Class X-SU Certificates: REMIC III Component X-SU-1;
   REMIC III Component X-SU-2; REMIC III Component X-SU-3; REMIC III Component
   X-SU-4; REMIC III Component X-SU-5; REMIC III Component X-SU-6; and REMIC III
   Component X-SU-7; each of which (i) constitutes a separate "regular interest"
   in REMIC III for purposes of the REMIC Provisions, (ii) relates to its
   Corresponding REMIC II Regular Interest, and (iii) has a Component Notional
   Amount equal to the Uncertificated Principal Balance of its Corresponding
   REMIC II Regular Interest outstanding from time to time.

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

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

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

         "REO Account" shall mean either the Pool REO Account or the Santa Anita
REO Account.

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

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

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

         "REO Mortgage Loan" shall mean the mortgage loan (or, if the Santa
Anita Loan Pair is involved, either of the two mortgage loans comprising the
Santa Anita Loan Pair) deemed for purposes hereof to be outstanding with respect
to each REO Property. Each REO Mortgage Loan shall be deemed to relate to and
succeed the Mortgage Loan (or, in the case of the Santa Anita Mortgaged
Property, one of the two Mortgage Loans) relating to the subject REO Property.
Each REO Mortgage Loan shall be deemed to provide for monthly payments of
principal and/or interest equal to its Assumed Monthly Payment and otherwise to
have the same terms and conditions as its predecessor Mortgage Loan (such terms
and conditions to be applied without regard to the default on such predecessor
Mortgage Loan and the acquisition of the related REO Property as part of the
Trust Fund or, if applicable in the case of any Berkeley & Brown REO Property,
on behalf of the Trust and the Berkeley & Brown Non-Trust Mortgage Loan
Noteholders). Each REO Mortgage Loan shall be deemed to have an initial unpaid
principal balance and Stated Principal Balance equal to the unpaid principal
balance and Stated Principal Balance, respectively, of its predecessor Mortgage
Loan as of the date of the related REO Acquisition. All Monthly Payments (other
than a Balloon Payment), Assumed Monthly Payments (in the case of a Balloon
Mortgage Loan delinquent in respect of its Balloon Payment) and other amounts
due and owing,

                                      -71-
<PAGE>

or deemed to be due and owing, in respect of the predecessor Mortgage Loan as of
the date of the related REO Acquisition, shall be deemed to continue to be due
and owing in respect of an REO Mortgage Loan. Amounts Received by the Trust with
respect to each REO Mortgage Loan (after provision for amounts to be applied to
the payment of, or to be reimbursed to the Master Servicer or the Special
Servicer for the payment of, the costs of operating, managing and maintaining
the related REO Property (other than in the case of a Berkeley & Brown REO
Property) or for the reimbursement of the Master Servicer or the Special
Servicer for other related Servicing Advances) shall be treated: first, as a
recovery of accrued and unpaid interest on such REO Mortgage Loan at the related
Mortgage Rate (reduced, in the case of any Berkeley & Brown REO Trust Mortgage
Loan, by 3.0 basis points) to but not including the Due Date in the Collection
Period of receipt (exclusive, however, in the case of an REO Mortgage Loan that
relates to an ARD Mortgage Loan after its Anticipated Repayment Date, of any
such accrued and unpaid interest that constitutes Additional Interest); second,
as a recovery of principal of such REO Mortgage Loan to the extent of its entire
unpaid principal balance; third, in accordance with the normal servicing
practices of the Master Servicer, as a recovery of any other amounts due and
owing in respect of such REO Mortgage Loan (exclusive, however, in the case of
an REO Mortgage Loan that relates to an ARD Mortgage Loan after its Anticipated
Repayment Date, of any such accrued and unpaid interest that constitutes
Additional Interest); and fourth, in the case of an REO Mortgage Loan that
relates to an ARD Mortgage Loan after its Anticipated Repayment Date, as a
recovery of accrued and unpaid Additional Interest on such REO Mortgage Loan;
provided that in the case of a Berkeley & Brown REO Trust Mortgage Loan, the
amounts Received by the Trust with respect thereto shall be applied pursuant to
clause third of this sentence as a recovery of any Yield Maintenance Charge due
on such REO Loan; and provided, further, that, if one or more Advances
previously made in respect of an REO Trust Mortgage Loan have been reimbursed
out of general collections on the Mortgage Pool as one or more Nonrecoverable
Advances, then collections in respect of such REO Trust Mortgage Loan available
for application pursuant to clauses first through fourth of this sentence shall
instead be applied in the following order-- (i) as a recovery of accrued and
unpaid interest on, and principal of, such REO Trust Mortgage Loan, to the
extent of any outstanding P&I Advances and unpaid Master Servicing Fees in
respect of such REO Trust Mortgage Loan, (ii) as a recovery of the item(s) for
which such previously reimbursed Nonrecoverable Advance(s) were made, and (iii)
in accordance with clauses first through fourth of this sentence (taking into
account the applications pursuant to clauses (i) and (ii) of this proviso); and
provided, further, that if the Mortgage Loans comprising the Santa Anita Loan
Pair become REO Mortgage Loans, amounts received with respect to such REO
Mortgage Loans shall be applied to amounts due and owing in respect of such REO
Mortgage Loans as provided in the Santa Anita Co-Lender Agreement.
Notwithstanding the foregoing, all amounts payable or reimbursable to the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent in respect of
the predecessor Mortgage Loan as of the date of the related REO Acquisition,
including any unpaid Servicing Fees and any unreimbursed Servicing Advances and
P&I Advances, together with any interest accrued and payable to the Master
Servicer, the 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) and
4.03(d), respectively, shall continue to be payable or reimbursable to the
Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as the
case may be, in respect of an REO Mortgage Loan.

         "REO Property" shall mean a Mortgaged Property acquired on behalf and
in the name of the Trustee for the benefit of the Certificateholders (or, in the
case of the Santa Anita Mortgaged Property, for the benefit of the
Certificateholders and the Santa Anita Non-Trust Mortgage Loan Noteholder, as
their interests may appear), through foreclosure, acceptance of a deed-in-lieu
of foreclosure or otherwise in accordance with applicable law in connection with
the default or imminent

                                      -72-
<PAGE>

default of a Mortgage Loan; provided that the Berkeley & Brown Mortgaged
Properties shall constitute an REO Property if acquired under the Berkeley &
Brown Servicing Agreement for the benefit of all the Berkeley & Brown Non-Trust
Mortgage Loan Noteholders and the Trust, as their interests may appear, through
foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in
accordance with applicable law in connection with a default or imminent default
of the Berkeley & Brown Loan Group.

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

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

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

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

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

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

         (i) that becomes a Modified Loan;

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

         (iii) that is delinquent in respect of its Balloon Payment, if any, (A)
   for one day (in the event that clause (B) below is not applicable) or (B) (x)
   for 30 days (with the consent of the Controlling Class Representative (or, in
   the case of the Santa Anita Loan Pair, so long as there is no Santa Anita
   Non-Trust Mortgage Loan Change of Control Event, the Santa Anita Non-Trust
   Mortgage Loan Noteholder, or in the case of the Sheraton Universal Trust
   Mortgage Loan, so long as there is no Class SU Change of Control Event, the
   Class SU Directing Certificateholder) for such 30-day forbearance in deeming
   such Mortgage Loan a "Required Appraisal Loan" under clause (A) above) or (y)
   for a period (not to exceed 120 days) beyond the maturity date, ending on the
   date on which it is determined that the refinancing could not reasonably be
   expected to occur, if clause (B)(x) above otherwise applies and, within the
   30-day period provided for in clause (B)(x) above, the related Mortgagor has
   delivered a refinancing commitment satisfactory to the Master Servicer and
   the Controlling Class Representative, and such Mortgagor continues timely to
   make monthly payments equivalent to Assumed Monthly Payments;

                                      -73-
<PAGE>

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

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

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

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

provided that the Santa Anita Trust Mortgage Loan and the Santa Anita Non-Trust
Mortgage Loan shall, upon the occurrence of any of the events described in
clauses (i) through (vii) of this definition in respect of either such Mortgage
Loan, be deemed to be a single "Required Appraisal Loan." Any Required Appraisal
Loan (other than a Mortgage Loan that became a Required Appraisal Loan pursuant
to clause (vii) above) shall cease to be such at such time as it has become a
Corrected Mortgage Loan (except if such Required Appraisal Loan had not become a
Specially Serviced Mortgage Loan at the time the applicable event(s) described
in any of clauses (i) through (vii) above ceased to exist), it has remained
current for at least three (3) consecutive Monthly Payments, and no other event
described in clauses (i) through (vii) above has occurred with respect thereto
during the preceding three-month period. The term "Required Appraisal Loan"
shall include any successor REO Mortgage Loan(s). In no event shall the Berkeley
& Brown Trust Mortgage Loan, any Berkeley & Brown REO Trust Mortgage Loan or the
Berkeley & Brown Loan Group constitute a Required Appraisal Loan hereunder.

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

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

         "Reserve Funds" shall mean, with respect to any Mortgage Loan, any
amounts delivered by the related Mortgagor to be held by or on behalf of the
mortgagee representing reserves for repairs,

                                      -74-
<PAGE>

capital improvements and/or environmental remediation in respect of the related
Mortgaged Property or debt service on such Mortgage Loan.

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

         "Resolution Extension Period" shall mean:

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

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

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

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

         "Responsible Officer" shall mean: (a) when used with respect to the
Trustee, any Vice President, any Assistant Vice President, any Trust Officer,
any Assistant Secretary or any other officer of the Trustee's Asset-Backed
Services Trust Group customarily performing functions similar to those

                                      -75-
<PAGE>

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

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

         "Santa Anita Co-Lender Agreement" shall have the meaning assigned
thereto in the Preliminary Statement.

         "Santa Anita Cure Rights" shall mean the cure rights described under
Article 5 of the Santa Anita Co-Lender Agreement.

         "Santa Anita 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 Santa Anita Noteholders, which shall be entitled "[NAME OF
MASTER SERVICER], as Master Servicer, in trust for [NAMES OF SANTA ANITA
NOTEHOLDERS], as their interests may appear".

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

         "Santa Anita Loan Pair Remittance Amount" shall mean, with respect to
any Master Servicer Remittance Date, an amount equal to: (a) the aggregate
amount of all payments and other collections on or with respect to the Santa
Anita Loan Pair and the Santa Anita Mortgaged Property (if it becomes an REO
Property) that (A) were received as of the close of business on the immediately
preceding Determination Date and (B) are on deposit or are required to be on
deposit in the Santa Anita 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 Santa Anita Custodial Account from the
Santa Anita REO Account (if established); net of (b) the portion of the
aggregate amount described in clause (a) of this definition that represents one
or more of the following--(i) Monthly Payments that are due on a Due Date
following the end of the related Collection Period, (ii) any amount payable or
reimbursable to any Person from the Santa Anita Custodial Account pursuant to
clauses (ii)

                                      -76-
<PAGE>

through (xv) of Section 3.05A, and (iii) any amounts deposited in the Santa
Anita Custodial Account in error.

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

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

         "Santa Anita Non-Trust Mortgage Loan Change of Control Event" shall
mean the event that exists when the unpaid principal amount of the Santa Anita
Non-Trust Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto), net of any existing Appraisal Reduction Amount calculated in respect
of the Santa Anita Loan Pair, is less than the amount described in the proviso
to the definition of "Lead Lender" in the Santa Anita Co-Lender Agreement.

         "Santa Anita Non-Trust Mortgage Loan Noteholder" shall mean the holder
of the Mortgage Note for the Santa Anita Non-Trust Mortgage Loan.

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

         "Santa Anita 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 Santa Anita Noteholders, which shall be entitled "[NAME OF SPECIAL
SERVICER], as Special Servicer, in trust for [NAMES OF SANTA ANITA NOTEHOLDERS],
as their interests may appear".

         "Santa Anita REO Trust Mortgage Loan" shall mean any REO Trust Mortgage
Loan relating to the Santa Anita Trust Mortgage Loan.

         "Santa Anita REO Property" shall mean the Santa Anita Mortgaged
Property, if such Mortgaged Property becomes an REO Property hereunder.

         "Santa Anita Specially Designated Servicing Events" shall mean, with
respect to the Santa Anita Loan Pair, any of the actions specified in clauses
(i) through (xiv) of the first paragraph of Section 3.02 of the Santa Anita
Co-Lender Agreement.

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

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

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

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

                                      -77-
<PAGE>

         "Scheduled Payment" shall mean, with respect to any Mortgage Loan, for
any Due Date following the Cut-off Date as of which it is outstanding, the
Monthly Payment on such Mortgage Loan that is or would be, as the case may be,
payable by the related Mortgagor on such Due Date under the terms of the related
Mortgage Note as in effect on the Closing Date, without regard to any subsequent
change in or modification of such terms in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, extension,
waiver or amendment of such Mortgage Loan granted or agreed to by the Special
Servicer pursuant to Section 3.20 (or, in the case of the Berkeley & Brown Trust
Mortgage Loan, by the applicable Berkeley & Brown Servicer pursuant to the
Berkeley & Brown Servicing Agreement), and assuming that the full amount of each
prior Scheduled Payment has been made in a timely manner.

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

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

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

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

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

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

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

                                      -78-
<PAGE>

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

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

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

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

         "Serviced Mortgage Loan" shall mean each Mortgage Loan (including a
Specially Serviced Mortgage Loan, but excluding an REO Mortgage Loan) other than
the Berkeley & Brown Trust Mortgage Loan.

         "Serviced Trust Mortgage Loan" shall mean any Trust Mortgage Loan that
is a Serviced Mortgage Loan. Notwithstanding anything herein to the contrary,
the Berkeley & Brown Trust Mortgage Loan shall in no event constitute a Serviced
Trust Mortgage Loan hereunder.

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

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

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

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

                                      -79-
<PAGE>

Trustee, if any, set forth in Section 3.03(c), (b) the preservation, insurance,
restoration, protection and management of a Mortgaged Property, (c) obtaining
any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, (d) any
enforcement or judicial proceedings with respect to a Mortgaged Property,
including foreclosures, (e) any Required Appraisal or any other appraisal or
update thereof expressly permitted or required to be obtained hereunder, (f) the
operation, management, maintenance and liquidation of any REO Property, and (g)
obtaining any related ratings confirmation; provided that, notwithstanding
anything to the contrary, "Servicing Advances" shall not include allocable
overhead of the Master Servicer, the Special Servicer or the Trustee, such as
costs for office space, office equipment, supplies and related expenses,
employee salaries and related expenses and similar internal costs and expenses,
or costs and expenses incurred by any such party in connection with its purchase
of any Mortgage Loan or REO Property pursuant to any provision of this
Agreement, the Berkeley & Brown Co-Lender Agreement or the Berkeley & Brown
Servicing Agreement.

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

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

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

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

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

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

                                      -80-
<PAGE>

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

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

         "Sheraton Universal Trust Mortgage Loan" shall mean the Trust Mortgage
Loan that is identified on the Trust Mortgage Loan Schedule by mortgage loan
number 20, and is secured by a Mortgage on the Sheraton Universal Mortgaged
Property.

         "Sheraton Universal Mortgaged Property" shall mean the Mortgaged
Property identified on the Trust Mortgage Loan Schedule as Sheraton Universal
Hotel.

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

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

                                      -81-
<PAGE>

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

         "Special Servicer" shall mean, subject to Section 7.01(d), Clarion
Partners, LLC in its capacity as special servicer hereunder, or any successor
special servicer appointed as herein provided.

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

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

         "Special Servicing Fee Rate" shall mean: (a) with respect to each
Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an
Administered REO Property (other than, if applicable, any Mortgage Loan or REO
Mortgage Loan in the Santa Anita Loan Pair), 0.35% per annum; and (b) with
respect to any Mortgage Loan or REO Mortgage Loan in the Santa Anita Loan Pair,
0.25% per annum.

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

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

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

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

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

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

provided that whenever the term "Specially Designated Mortgage Loan Documents"
is used to refer to documents actually received by the Trustee or by a Custodian
on its behalf, such term, with respect to any receipt or certification by the
Trustee or a Custodian on its behalf for documents described in clauses (iv) and
(v) of this definition, shall be deemed to include such documents only to the
extent the

                                      -82-
<PAGE>

Trustee or a Custodian on its behalf has actual knowledge of their existence;
and provided, further, that the only Specially Designated Mortgage Loan Document
with respect to the Berkeley & Brown Trust Mortgage Loan shall be the document
described in clause (i) of this definition.

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

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

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

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

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

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

             (vi) any release of collateral for a Serviced Mortgage Loan, other
   than any release of collateral that (A) is required by the terms of such
   Mortgage Loan (with no material discretion by the mortgagee), (B) occurs upon
   satisfaction of such Mortgage Loan, (C) occurs in connection with a
   defeasance, or (D) is approved by the Master Servicer pursuant to Section
   3.20(c);

             (vii) any acceptance of substitute or additional collateral for a
   Serviced Mortgage Loan, other than any acceptance of substitute or additional
   collateral that (A) is required by the terms of such Mortgage Loan (with no
   material discretion by the mortgagee), (B) occurs in connection with a
   defeasance, or (C) is approved by the Master Servicer pursuant to Section
   3.20(c);

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

             (ix) any determination by the Special Servicer that a Servicing
   Transfer Event of the type described in clause(b) of the definition of
   "Specially Serviced Mortgage Loan" has occurred;

             (x) any determination by the Special Servicer that an Acceptable
   Insurance Default has occurred;

                                      -83-
<PAGE>

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

             (xii) any acceptance of a change in the property management company
   (provided that the unpaid principal balance of the related Serviced Mortgage
   Loan is greater than $5,000,000) or, if applicable, hotel franchise for any
   Mortgaged Property;

             (xiii) any release of a letter of credit posted in lieu of an
   earnout reserve with respect to a Mortgaged Property, other than as required
   by the terms of the related Serviced Mortgage Loan (with no material
   discretion by the mortgagee); provided that the amount of such letter of
   credit is at least equal to the lesser of (a) 2% of the unpaid principal
   balance of the related Serviced Mortgage Loan and (b) $200,000;

             (xiv) any extension of the maturity date of a Mortgage Loan that
   results in the remaining term of any related ground lease (together with
   extensions at the sole option of the mortgagee) being less than 10 years
   beyond the amortization term of such Mortgage Loan; and

             (xv) any one-year extension by the Master Servicer of the maturity
   date of a Performing Five-Year Mortgage Loan pursuant to Section 3.20(c).

As used in clauses (vi) and (vii) above, the term "material discretion" shall
mean that the relevant decision regarding the release of collateral or the
acceptance of substitute or additional collateral, as applicable, is in the
discretion of the mortgagee, and such decision need not be based upon the
satisfaction of specified objective conditions, the satisfactory delivery of
certain factual evidence or opinions or the satisfaction of any other specified
objective criteria that is set forth in the related loan documents.

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


         (a) the related Mortgagor has failed to make when due any Monthly
   Payment (including a Balloon Payment), which failure continues, or the Master
   Servicer determines, in its reasonable, good faith judgment, will continue,
   unremedied (without regard to any grace period) by the related Mortgagor or
   otherwise (including as contemplated by Section 6.11B or Section 6.11C) (i)
   except in the case of a Balloon Mortgage Loan delinquent in respect of its
   Balloon Payment, for 60 days beyond the date on which the subject payment was
   due, or (ii) solely in the case of a delinquent Balloon Payment, (A) for one
   day (in the event that clause (B) below is not applicable), or (B) (x) for 30
   days (with the consent of the Controlling Class Representative (or, in the
   case of the Santa Anita Loan Pair, so long as there is no Santa Anita
   Non-Trust Mortgage Loan Change of Control Event, the Santa Anita Non-Trust
   Mortgage Loan Noteholder, or in the case of the Sheraton Universal Trust
   Mortgage Loan, so long as there is no Class SU Change of Control Event, the
   Class SU Directing Certificateholder) for such 30-day forbearance in deeming
   such Mortgage Loan a "Specially Serviced Mortgage Loan" under clause (A)
   above) or (y) for such period (not to exceed 120 days) beyond the maturity
   date, ending on the date on which it is determined that the refinancing could
   not reasonably be expected to occur, if clause (B)(x) above otherwise applies
   and, within the 30-day period provided for in clause (B)(x) above, the
   related Mortgagor (1) has delivered a refinancing commitment satisfactory to
   the Controlling Class

                                      -84-
<PAGE>

   Representative (or, in the case of the Santa Anita Loan Pair, so long as
   there is no Santa Anita Non-Trust Mortgage Loan Change of Control Event, the
   Santa Anita Non-Trust Mortgage Loan Noteholder, or in the case of the
   Sheraton Universal Trust Mortgage Loan, so long as there is no Class SU
   Change of Control Event, the Class SU Directing Certificateholder) and the
   Master Servicer and (2) continues timely to make monthly payments equivalent
   to Assumed Monthly Payments; or

         (b) the Master Servicer or the Special Servicer (subject to Section
   6.11, Section 6.11A, Section 6.11B and/or Section 6.11C, in each case if and
   as applicable, in the case of the Special Servicer) shall have determined, in
   accordance with the Servicing Standard, based on communications with the
   related Mortgagor, that a default in the making of a Monthly Payment on such
   Mortgage Loan, including a Balloon Payment, is likely to occur and is likely
   to remain unremedied (without regard to any grace period) by the related
   Mortgagor or otherwise (including as contemplated by Section 6.11B or Section
   6.11C) for at least the applicable period contemplated by clause (a) of this
   definition; provided that, upon the occurrence of a potential default in the
   making of the balloon payment on a Five-Year Mortgage Loan, such Mortgage
   Loan shall not be deemed to be a "Specially Serviced Mortgage Loan" pursuant
   to this paragraph (b) if, with respect to such event, the Master Servicer has
   determined (subject to Section 6.11, Section 6.11A, Section 6.11B and/or
   Section 6.11C, in each case if and as applicable) that the Master Servicer's
   granting of a one-year extension of the maturity date of the subject Mortgage
   Loan (subject to a limit of two such one-year extensions for the subject
   Five-Year Mortgage Loan) is in accordance with the Servicing Standard, and at
   such time no other circumstance identified in clauses (a) through (g) of this
   definition exists that would cause such Mortgage Loan to be characterized as
   a Specially Serviced Mortgage Loan; or

         (c) there shall have occurred a default (other than as described in
   clause (a) above and other than an Acceptable Insurance Default) that (i)
   materially impairs the value of the related Mortgaged Property as security
   for such Mortgage Loan or otherwise materially adversely affects the
   interests of Certificateholders (or, in the case of the Santa Anita Non-Trust
   Mortgage Loan, the Santa Anita Non-Trust Mortgage Loan Noteholder), and (ii)
   continues unremedied for the applicable grace period under the terms of such
   Mortgage Loan (or, if no grace period is specified and the default is capable
   of being cured, for 30 days, provided that any default that allows for an
   acceleration of the related Mortgage Loan without the application of any
   grace period under the related Mortgage Loan documents shall be deemed not to
   have a grace period; and provided, further, that, in the case of a default
   that relates to the failure by the related Mortgagor to maintain either all
   risk insurance that covers acts of terrorism or a separate insurance policy
   that covers acts of terrorism and, as to which the failure to maintain such
   insurance has been determined by the Special Servicer not to constitute an
   "Acceptable Insurance Default", such default must continue unremedied for a
   period of 30 days beyond such determination by the Special Servicer); 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

                                      -85-
<PAGE>

   Mortgagor and such decree or order shall have remained in force and not
   dismissed for a period of 60 days; or

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

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

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

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

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

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

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

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

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

                                      -86-
<PAGE>

         Notwithstanding anything herein to the contrary, the Berkeley & Brown
Trust Mortgage Loan shall not constitute a Specially Serviced Loan hereunder.

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

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

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

         "Stated Principal Balance" shall mean: (a) with respect to any Trust
Mortgage Loan (and any successor REO Trust Mortgage Loan with respect thereto),
the Cut-off Date Balance of such Trust Mortgage Loan, as permanently reduced on
each Distribution Date (to not less than zero) by (i) that portion, if any, of
the Principal Distribution Amount for such Distribution Date allocable to such
Trust Mortgage Loan (or any such successor REO Trust Mortgage Loan with respect
thereto) and (ii) the principal portion of any Realized Loss incurred in respect
of such Trust Mortgage Loan (or any such successor REO Trust Mortgage Loan with
respect thereto) during the related Collection Period (or, in the case of the
Berkeley & Brown Trust Mortgage Loan or any Berkeley & Brown REO Trust Mortgage
Loan, during the related Berkeley & Brown Collection Period); and (b) with
respect to the Santa Anita Non-Trust Mortgage Loan (and any successor REO
Mortgage Loan with respect thereto), the Cut-off Date Balance of the Santa Anita
Non-Trust Mortgage Loan, as permanently reduced on each Master Servicer
Remittance Date (to not less than zero) by (i) any principal amounts in respect
of the Santa Anita Non-Trust Mortgage Loan (or any such successor REO Mortgage
Loan with respect thereto) distributed to the Santa Anita Non-Trust Mortgage
Loan Noteholder on such Master Servicer Remittance Date, and (ii) the principal
portion of any Realized Loss incurred in respect of the Santa Anita Non-Trust
Mortgage Loan (or any such successor REO Mortgage Loan with respect thereto)
during the related Collection Period. Notwithstanding the foregoing, if a
Liquidation Event occurs in respect of any Mortgage Loan or REO Property, then
the "Stated Principal Balance" of such Mortgage Loan or of the related REO
Mortgage Loan, as the case may be, shall be zero commencing as of the
Distribution Date in the Collection Period next following the Collection Period
in which such Liquidation Event occurred; provided that, in the case of the
Berkeley & Brown Trust Mortgage Loan or any Berkeley & Brown REO Trust Mortgage
Loan, if the subject Liquidation Event is a Final Recovery Determination made by
the Berkeley & Brown Special Servicer with respect to such Trust Mortgage Loan
or REO Trust Mortgage Loan, as the case may be, then references to "Collection
Period" in this sentence shall be deemed to mean the "Berkeley & Brown
Collection Period".

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

                                      -87-
<PAGE>

Date, over the aggregate distributions, if any, to be made on the Senior
Certificates on such Distribution Date pursuant to Section 4.01(a).

         "Subordinate Certificate" shall mean any Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class P, Class Q, Class S, Class T, Class BA, Class X-SU, Class SU-1, Class
SU-2, Class SU-3, Class SU-4, Class SU-5, Class SU-6 and Class SU-7, Class R-I,
Class R-II or Class R-III Certificate.

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

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

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

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

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

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

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

         "Tax Returns" shall mean the federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each REMIC Pool due to its classification as 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).

                                      -88-
<PAGE>

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

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

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

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

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

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

         (i)      the Mortgage Loan number;

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

         (iii)    the Cut-off Date Balance;

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

         (v)      the original Mortgage Rate;

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

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

         (viii)   the Interest Accrual Basis;

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

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

         (xi)     the related Mortgage Loan Seller;

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

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

                                      -89-
<PAGE>

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

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

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

         "Trustee Fee" shall mean, with respect to each Distribution Date, an
amount equal to the sum of: (a) one-twelfth of the product of (i) the Trustee
Fee Rate, multiplied by (ii) the aggregate Stated Principal Balance of the
Mortgage Pool (exclusive of the aggregate Uncertificated Principal Balance of
REMIC I Regular Interest BA-B and REMIC I Regular Interest SU-B) outstanding
immediately prior to such Distribution Date; and (b) the product of (i) the
Trustee Fee Rate, multiplied by (ii) the aggregate Uncertificated Principal
Balance of REMIC I Regular Interest BA-B and REMIC I Regular Interest SU-B
outstanding immediately prior to such Distribution Date, multiplied by (iii) a
fraction, the numerator of which is the number of days in the related Interest
Accrual Period, and the denominator of which is 360.

         "Trustee Fee Rate" shall mean 0.00143% 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 September 23, 2003, between
the UBS Mortgage Loan Seller and the Depositor.

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

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

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

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

         "Uncertificated Accrued Interest" shall mean the interest accrued from
time to time with respect to any REMIC I Regular Interest or REMIC II Regular
Interest, the amount of which interest shall equal: (a) in the case of each of
REMIC I Regular Interest BA-B and REMIC I Regular Interest SU-B for any Interest
Accrual Period, 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, multiplied by
(iii) a fraction, the numerator of which is the number of days in such Interest
Accrual Period, and the denominator of which is 360; (b) in the case of each
other 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,

                                      -90-
<PAGE>

multiplied by (ii) the Uncertificated Principal Balance of such REMIC I Regular
Interest outstanding immediately prior to the related Distribution Date; (c) in
the case of each of REMIC II Regular Interest BA, REMIC II Regular Interest
SU-1, REMIC II Regular Interest SU-2, REMIC II Regular Interest SU-3, REMIC II
Regular Interest SU-4, REMIC II Regular Interest SU-5, REMIC II Regular Interest
SU-6 and REMIC II Regular Interest SU-7 for any Interest Accrual Period, the
product of (i) the REMIC II Remittance Rate applicable to such REMIC II Regular
Interest for such Interest Accrual Period, multiplied by (ii) the Uncertificated
Principal Balance of such REMIC II Regular Interest outstanding immediately
prior to the related Distribution Date, multiplied by (iii) a fraction, the
numerator of which is the number of days in such Interest Accrual Period, and
the denominator of which is 360; and (d) in the case of each other REMIC II
Regular Interest for any Interest Accrual Period, one-twelfth of the product of
(i) the REMIC II Remittance Rate applicable to such REMIC II Regular Interest
for such Interest Accrual Period, multiplied by (ii) the Uncertificated
Principal Balance of such REMIC II Regular Interest outstanding immediately
prior to the related Distribution Date. REMIC I Regular Interest BA-B, REMIC I
Regular Interest SU-B, REMIC II Regular Interest BA, REMIC II Regular Interest
SU-1, REMIC II Regular Interest SU-2, REMIC II Regular Interest SU-3, REMIC II
Regular Interest SU-4, REMIC II Regular Interest SU-5, REMIC II Regular Interest
SU-6 and REMIC II Regular Interest SU-7 shall each accrue interest on an
Actual/360 Basis, and each other REMIC I Regular Interest and REMIC II Regular
Interest shall accrue interest on a 30/360 Basis.

         "Uncertificated Distributable Interest" shall mean: (a) with respect to
REMIC I Regular Interest BA-A 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) the portion, if any, of any Net Aggregate
Prepayment Interest Shortfall for such Distribution Date that is attributable to
the Bank of America Trust Mortgage Loan, multiplied by (ii) a fraction (not
greater than one or less than zero), the numerator of which is the lesser of (A)
the Uncertificated Principal Balance of such REMIC I Regular Interest
immediately prior to such Distribution Date and (B) the amount of the applicable
principal prepayment or other early collection of principal on the Bank of
America Trust Mortgage Loan, and the denominator of which is the amount of the
applicable principal prepayment or other early collection of principal on the
Bank of America Trust Mortgage Loan; (b) with respect to each of REMIC I Regular
Interest BA-B and REMIC II Regular Interest BA for any Distribution Date, an
amount of interest equal to the amount of Uncertificated Accrued Interest in
respect of such REMIC I Regular Interest or REMIC II Regular Interest, as the
case may be, for the related Interest Accrual Period, reduced (to not less than
zero) by an amount equal to the portion of any Net Aggregate Prepayment Interest
Shortfall for such Distribution Date that is allocable to the Class BA
Certificates in accordance with the definition of "Distributable Certificate
Interest"; (c) with respect to REMIC I Regular Interest SU-A 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)
the portion of any Net Aggregate Prepayment Interest Shortfall for such
Distribution Date attributable to the Sheraton Universal Trust Mortgage Loan,
multiplied by (ii) a fraction (not greater than one or less than zero), the
numerator of which is the lesser of (A) the Uncertificated Principal Balance of
such REMIC I Regular Interest immediately prior to such Distribution Date and
(B) the amount of the applicable principal prepayment or other early collection
of principal on the Sheraton Universal Trust Mortgage Loan, and the denominator
of which is the amount of the applicable principal prepayment or other early
collection of principal on the Sheraton Universal Trust Mortgage Loan; (d) with
respect to REMIC I Regular Interest SU-B, for any Distribution Date, an amount
of interest equal to the amount of Uncertificated Accrued Interest in respect of
such REMIC I Regular Interest for the related Interest

                                      -91-
<PAGE>

Accrual Period, reduced (to not less than zero) by an amount equal to the
portion of any Net Aggregate Prepayment Interest Shortfall for such Distribution
Date that is allocable to all of the Class SU Certificates in accordance with
the definition of "Distributable Certificate Interest"; (e) with respect to each
of REMIC II Regular Interest SU-1, REMIC II Regular Interest SU-2, REMIC II
Regular Interest SU-3, REMIC II Regular Interest SU-4, REMIC II Regular Interest
SU-5, REMIC II Regular Interest SU-6 and REMIC II Regular Interest SU-7 for any
Distribution Date, an amount of interest equal to the amount of Uncertificated
Accrued Interest in respect of the subject REMIC II Regular Interest for the
related Interest Accrual Period, reduced (to not less than zero) by an amount
equal to the product of (i) the portion of any Net Aggregate Prepayment Interest
Shortfall for such Distribution Date allocable to all of the Class SU
Certificates in accordance with the definition of "Distributable Certificate
Interest", multiplied by (ii) a fraction (not greater than one or less than
zero), the numerator of which is the amount of Uncertificated Accrued Interest
in respect of the subject REMIC II Regular Interest for the related Interest
Accrual Period, and the denominator of which is the aggregate amount of
Uncertificated Accrued Interest in respect of REMIC II Regular Interest SU-1,
REMIC II Regular Interest SU-2, REMIC II Regular Interest SU-3, REMIC II Regular
Interest SU-4, REMIC II Regular Interest SU-5, REMIC II Regular Interest SU-6
and REMIC II Regular Interest SU-7 for the related Interest Accrual Period; (f)
with respect to each other REMIC I Regular Interest for any Distribution Date,
an amount of interest equal to the amount of Uncertificated Accrued Interest in
respect of the subject REMIC I Regular Interest for the related Interest Accrual
Period, reduced (to not less than zero) by the product of (i) any Net Aggregate
Prepayment Interest Shortfall for such Distribution Date (exclusive of any
portion thereof allocable to REMIC I Regular Interest BA-A, REMIC I Regular
Interest BA-B, REMIC I Regular Interest SU-A and/or REMIC I Regular Interest
SU-B), multiplied by (ii) a fraction, the numerator of which is the amount of
Uncertificated Accrued Interest in respect of the subject REMIC I Regular
Interest for the related Interest Accrual Period, and the denominator of which
is the aggregate amount of Uncertificated Accrued Interest in respect of all the
REMIC I Regular Interests (exclusive of REMIC I Regular Interest BA-A, REMIC I
Regular Interest BA-B, REMIC I Regular Interest SU-A and REMIC I Regular
Interest SU-B) for the related Interest Accrual Period; and (g) with respect to
each other REMIC II Regular Interest for any Distribution Date, an amount of
interest equal to the amount of Uncertificated Accrued Interest in respect of
the subject REMIC II Regular Interest for the related Interest Accrual Period,
reduced (to not less than zero) by the product of (i) any Net Aggregate
Prepayment Interest Shortfall for such Distribution Date (exclusive of any
portion thereof allocable to REMIC II Regular Interest BA, REMIC II Regular
Interest SU-1, REMIC II Regular Interest SU-2, REMIC II Regular Interest SU-3,
REMIC II Regular Interest SU-4, REMIC II Regular Interest SU-5, REMIC II Regular
Interest SU-6 and/or REMIC II Regular Interest SU-7), multiplied by (ii) a
fraction, the numerator of which is the amount of Uncertificated Accrued
Interest in respect of the subject REMIC II Regular Interest for the related
Interest Accrual Period, and the denominator of which is the aggregate amount of
Uncertificated Accrued Interest in respect of all the REMIC II Regular Interests
(exclusive of REMIC II Regular Interest BA, REMIC II Regular Interest SU-1,
REMIC II Regular Interest SU-2, REMIC II Regular Interest SU-3, REMIC II Regular
Interest SU-4, REMIC II Regular Interest SU-5, REMIC II Regular Interest SU-6
and REMIC II Regular Interest SU-7) for the related Interest Accrual Period.

         "Uncertificated Principal Balance" shall mean the principal balance of
any REMIC I Regular Interest or REMIC II Regular Interest outstanding as of any
date of determination. As of the Closing Date: (a) the Uncertificated Principal
Balance of REMIC I Regular Interest BA-A shall equal the Cut-off Date Balance of
the Bank of America Trust Mortgage Loan, net of $5,800,000; (b) the
Uncertificated Principal Balance of REMIC I Regular Interest BA-B shall equal
$5,800,000; (c) the

                                      -92-
<PAGE>

Uncertificated Principal Balance of REMIC I Regular Interest SU-A shall equal
the Cut-off Date Balance of the Sheraton Universal Trust Mortgage Loan, net of
$11,000,000; (d) the Uncertificated Principal Balance of REMIC I Regular
Interest SU-B shall equal $11,000,000; (e) the Uncertificated Principal Balance
of each other REMIC I Regular Interest shall equal the Cut-off Date Balance of
the related Trust Mortgage Loan; and (f) 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(l), and shall be further permanently reduced on such Distribution Date by
all Realized Losses and Additional Trust Fund Expenses deemed to have been
allocated thereto on such Distribution Date pursuant to Section 4.04(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(m), and shall be further permanently
reduced on such Distribution Date by all Realized Losses and Additional Trust
Fund Expenses deemed to have been allocated thereto on such Distribution Date
pursuant to Section 4.04(c).

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

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

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

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

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

         "Weighted Average REMIC I Remittance Rate" shall mean, with respect to
any Interest Accrual Period, the rate per annum equal to the weighted average,
expressed as a percentage and rounded to six decimal places, of the respective
REMIC I Remittance Rates applicable to all of the

                                      -93-
<PAGE>

REMIC I Regular Interests (other than REMIC I Regular Interest BA-B and REMIC I
Regular Interest SU-B) for such Interest Accrual Period, weighted on the basis
of the respective Uncertificated Principal Balances of such REMIC I Regular
Interests outstanding immediately prior to the related Distribution Date.

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

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

         "Yield Maintenance Charge" shall mean the payments paid or payable, as
the context requires, as the result of a Principal Prepayment on, or other early
collection of principal of, a Mortgage Loan, which payments are not otherwise
due thereon in respect of principal or interest and have been calculated (based
on scheduled payments of interest and/or principal on such Mortgage Loan) to
compensate the holder for reinvestment losses based on the value of an interest
rate index at or near the time of prepayment. Any other prepayment premiums,
penalties and fees not so calculated will not be considered "Yield Maintenance
Charges". In the event that a Yield Maintenance Charge shall become due for any
particular Mortgage Loan, the Master Servicer shall be required to follow the
terms and provisions contained in the applicable Mortgage Note, provided,
however, in the event the particular Mortgage Note shall not specify the U.S.
Treasuries which shall be used in determining the discount rate or the
reinvestment yield to be applied in such calculation, the Master Servicer shall
be required to use those U.S. Treasuries which shall generate the lowest
discount rate or reinvestment yield for the purposes thereof. Accordingly, if
either no U.S. Treasury issue, or more than one U.S. Treasury issue, shall
coincide with the term over which the Yield Maintenance Charge shall be
calculated (which depending on the applicable Mortgage Note is based on the
remaining average life of the Mortgage Loan or the actual term remaining through
the related Stated Maturity Date or Anticipated Repayment Date, as applicable),
the Master Servicer shall use the applicable U.S. Treasury whose reinvestment
yield is the lowest, with such yield being based on the bid price for such issue
as published in The Wall Street Journal on the date that is 14 days prior to the
date that the Yield Maintenance Charge shall become due and payable (or, if such
bid price is not published on that date, the next preceding date on which such
bid price is so published) and converted to a monthly compounded nominal yield.
The monthly compounded nominal yield ("MEY") is derived from the reinvestment
yield or discount rate and shall be defined as MEY = (12 X [{(1+ "BEY"/2)
^1/6}-1]) X 100, where BEY is defined as the U.S. Treasury Reinvestment Yield
which is in decimal form and not in percentage, and 1/6 is the exponential power
to which a portion of the equation is raised. For example, using a BEY of 5.50%,
the MEY = (12 X [{(1+ .055/2) ^ 0.16667}- 1]) X 100 where .055 is the decimal
version of the percentage 5.5% and 0.16667 is the decimal version of the
exponential power. The MEY in the above calculation is 5.44%.

         "Yield Maintenance Treasury Rate" shall mean, for purposes of
calculating a Discount Rate, the yield calculated by the Master Servicer by
linear interpolation of the yields, as such yields are reported in Federal
Reserve Statistical Release H.15-Selected Interest Rates (519), under the
heading U.S. Government Securities/Treasury Constant Maturities, with respect to
the maturity dates set forth thereunder, one longer and one shorter, most nearly
approximating the maturity date (or, in the case of an ARD Trust Mortgage Loan
or any successor REO Trust Mortgage Loan with respect thereto, the Anticipated
Repayment Date) of the relevant prepaid Trust Mortgage Loan or REO Trust
Mortgage

                                      -94-
<PAGE>

Loan. In the event the foregoing Federal Reserve Statistical Release H.15 (or
The Wall Street Journal) is no longer published or does not indicate the
information set forth above, the Master Servicer shall select a comparable
publication or source for the purposes of determining the Yield Maintenance
Treasury Rate.

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

         SECTION 1.02. General Interpretive Principles.

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

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

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

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

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

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

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

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

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

         first, out of any amounts then on deposit in the Pool Custodial Account
   that represent payments or other collections of principal Received by the
   Trust with respect to the Mortgage Pool (exclusive of, unless the subject
   Nonrecoverable Advance relates thereto, the Bank of

                                      -95-

<PAGE>

   America Trust Mortgage Loan, the Sheraton Universal Trust Mortgage Loan or
   any successor REO Trust Mortgage Loan with respect to either of the
   foregoing) that, but for their application to reimburse a Nonrecoverable
   Advance and/or to pay interest thereon, would be included in the Available
   Distribution Amount for the related Distribution Date;

         second, out of any amounts then on deposit in the Pool Custodial
   Account that represent payments or other collections of principal Received by
   the Trust with respect to the Bank of America Trust Mortgage Loan, the
   Sheraton Universal Trust Mortgage Loan or any successor REO Trust Mortgage
   Loan with respect to either of the foregoing that, but for their application
   to reimburse a Nonrecoverable Advance and/or to pay interest thereon, would
   be included in the Available Distribution Amount for the related Distribution
   Date;

         third, out of any amounts then on deposit in the Pool Custodial Account
   that represent any other payments or other collections Received by the Trust
   with respect to the Mortgage Pool (exclusive of, unless the subject
   Nonrecoverable Advance relates thereto, the Bank of America Trust Mortgage
   Loan, the Sheraton Universal Trust Mortgage Loan or any successor REO Trust
   Mortgage Loan with respect to either of the foregoing) that, but for their
   application to reimburse a Nonrecoverable Advance and/or to pay interest
   thereon, would be included in the Available Distribution Amount for the
   related Distribution Date;

         fourth, out of any amounts then on deposit in the Pool Custodial
   Account that represent any other payments or other collections Received by
   the Trust with respect to the Bank of America Trust Mortgage Loan, the
   Sheraton Universal Trust Mortgage Loan or any successor REO Trust Mortgage
   Loan with respect to either of the foregoing that, but for their application
   to reimburse a Nonrecoverable Advance and/or to pay interest thereon, would
   be included in the Available Distribution Amount for the related Distribution
   Date; and

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

         (b) If and to the extent that any payment or other collection of
principal of any Trust Mortgage Loan or REO Trust Mortgage Loan is deemed to be
applied in accordance with clause first or second of Section 1.03(a) to
reimburse a Nonrecoverable Advance or to pay interest thereon, and further if
and to the extent that such payment or other collection of principal constitutes
part of the Principal Distribution Amount for any Distribution Date, then:

             (i) the Net Principal Distribution Amount for such Distribution
   Date shall be reduced by the portion, if any, of such payment or other
   collection of principal that, but for the application of this clause (i),
   would have been included as part of such Net Principal Distribution Amount;

             (ii) the Class BA Principal Distribution Amount for such
   Distribution Date shall be reduced by the portion, if any, of such payment or
   other collection of principal that, but for the application of this clause
   (ii), would have been included as part of such Class BA Principal
   Distribution Amount; and

             (iii) the Class SU Principal Distribution Amount for such
   Distribution Date shall be reduced by the portion, if any, of such payment or
   other collection of principal that, but

                                      -96-
<PAGE>

   for the application of this clause (iii), would have been included as part of
   such Class SU Principal Distribution Amount.

         (c) If and to the extent that any Advance is determined to be a
Nonrecoverable Advance, such Advance is reimbursed out of general principal
collections on the Mortgage Pool as contemplated by Section 1.03(a) above and
the particular item for which such Advance was originally made is subsequently
collected out of payments or other collections in respect of the related Trust
Mortgage Loan or REO Trust Mortgage Loan (such item, upon collection, a
"Recovered Amount"), then (without duplication of amounts already included
therein):

             (i) the Net Principal Distribution Amount for the Distribution Date
   that corresponds to the Collection Period in which such item was recovered
   shall be increased by an amount equal to the lesser of (A) the amount of such
   item and (B) any previous reduction in the Net Principal Distribution Amount
   for a prior Distribution Date pursuant to Section 1.03(b) above resulting
   from the reimbursement of the subject Advance and/or the payment of interest
   thereon;

             (ii) the Class BA Principal Distribution Amount for the
   Distribution Date that corresponds to the Collection Period in which such
   item was recovered shall be increased by an amount equal to the lesser of (A)
   the amount of such item (net of any portion thereof applied to increase the
   Net Principal Distribution Amount pursuant to clause (i) of this Section
   1.03(c)) and (B) any previous reduction in the Class BA Principal
   Distribution Amount for a prior Distribution Date pursuant to Section 1.03(b)
   above resulting from the reimbursement of the subject Advance and/or the
   payment of interest thereon; and

             (iii) the Class SU Principal Distribution Amount for the
   Distribution Date that corresponds to the Collection Period in which such
   item was recovered shall be increased by an amount equal to the lesser of (A)
   the amount of such item (net of any portion thereof applied to increase the
   Net Principal Distribution Amount pursuant to clause (i) of this Section
   1.03(c)) and (B) any previous reduction in the Class SU Principal
   Distribution Amount for a prior Distribution Date pursuant to Section 1.03(b)
   above resulting from the reimbursement of the subject Advance and/or the
   payment of interest thereon.

         (d) For purposes of making the adjustments to the Net Principal
Distribution Amount, the Class BA Principal Distribution Amount and the Class SU
Principal Distribution Amount, respectively, for each Distribution Date
contemplated by this Section 1.03, each of those amounts shall be calculated in
accordance with the respective definitions thereof (without regard to this
Section 1.03) and shall thereafter be adjusted as provided in this Section 1.03.

         (e) If and to the extent that any payments or other collections with
respect to the Bank of America Trust Mortgage or any successor REO Trust
Mortgage Loan with respect thereto that would otherwise have constituted part of
the Available Distribution Amount for any Distribution Date are deemed applied
to the reimbursement (with interest) of a Nonrecoverable Advance that relates to
any other Trust Mortgage Loan or REO Trust Mortgage Loan, then the portion of
the Available Distribution Amount for each subsequent Distribution Date that is
attributable to the Bank of America Trust Mortgage Loan or any successor

                                      -97-
<PAGE>

REO Trust Mortgage Loan with respect thereto shall be deemed increased, to the
fullest extent permitted, until such diverted payments and other collections
have been completely offset; provided that, insofar as the increased portion of
the Available Distribution Amount for any Distribution Date attributable to the
Bank of America Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto will be applied to reimburse any Realized Losses and/or
Additional Trust Fund Expenses allocated to the Class BA Certificates as a
result of the diversion of payments and/or other collections of principal with
respect to the Bank of America Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto to reimburse a Nonrecoverable Advance (with
interest) with respect to another Trust Mortgage Loan or REO Trust Mortgage
Loan, such marginal increase in such Available Distribution Amount attributable
to the Bank of America Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto shall be limited to payments and other collections of
principal on other Trust Mortgage Loans and REO Trust Mortgage Loans that would
otherwise be part of the Net Available Distribution Amount for the subject
Distribution Date (with a corresponding reduction in the Net Principal
Distribution Amount for the subject Distribution Date). Conversely, the portion
of the Available Distribution Amount for any Distribution Date that is
attributable to the Bank of America Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto shall be deemed reduced to the extent
necessary to offset any payments or other collections with respect to other
Trust Mortgage Loans or REO Trust Mortgage Loans that were previously deemed
applied to the reimbursement (with interest) of any Nonrecoverable Advance that
relates to the Bank of America Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto.

         (f) If and to the extent that any payments or other collections with
respect to the Sheraton Universal Trust Mortgage or any successor REO Trust
Mortgage Loan with respect thereto that would otherwise have constituted part of
the Available Distribution Amount for any Distribution Date are deemed applied
to the reimbursement (with interest) of a Nonrecoverable Advance that relates to
any other Trust Mortgage Loan or REO Trust Mortgage Loan, then the portion of
the Available Distribution Amount for each subsequent Distribution Date that is
attributable to the Sheraton Universal Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto shall be deemed increased, to the
fullest extent permitted, until such diverted payments and other collections
have been completely offset; provided that, insofar as the increased portion of
the Available Distribution Amount for any Distribution Date attributable to the
Sheraton Universal Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto will be applied to reimburse any Realized Losses and/or
Additional Trust Fund Expenses allocated to the Class SU Principal Balance
Certificates as a result of the diversion of payments and/or other collections
of principal with respect to the Sheraton Universal Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto to reimburse a
Nonrecoverable Advance (with interest) with respect to another Trust Mortgage
Loan or REO Trust Mortgage Loan, such marginal increase in such Available
Distribution Amount attributable to the Sheraton Universal Trust Mortgage Loan
or any successor REO Trust Mortgage Loan with respect thereto shall be limited
to payments and other collections of principal on other Trust Mortgage Loans and
REO Trust Mortgage Loans that would otherwise be part of the Net Available
Distribution Amount for the subject Distribution Date (with a corresponding
reduction in the Net Principal Distribution Amount for the subject Distribution
Date). Conversely, the portion of the Available Distribution Amount for any
Distribution Date that is attributable to the Sheraton Universal Trust Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto shall be
deemed reduced to the extent necessary to offset any payments or other
collections with respect to other Trust Mortgage Loans or REO Trust Mortgage
Loans that were previously deemed applied to the reimbursement (with interest)
of any Nonrecoverable Advance that relates to the Sheraton Universal Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto.

                                      -98-
<PAGE>

         (g) Payments and other collections on the Bank of America Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto)
and the Sheraton Universal Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan with respect thereto), respectively, that are to be deemed applied
to the reimbursement of a Nonrecoverable Advance (with interest) in respect of
another Trust Mortgage Loan or REO Trust Mortgage Loan, pursuant to clause
second or fourth of Section 1.03(a), shall be so applied on a pro rata basis in
accordance with the respective amounts of payments and other collections on the
Bank of America Trust Mortgage Loan (or any successor REO Trust Mortgage Loan
with respect thereto) and the Sheraton Universal Trust Mortgage Loan (or any
successor REO Trust Mortgage Loan with respect thereto), respectively, that are
available in accordance with the relevant clause of Section 1.03(a) to make such
reimbursement. Any increases in the portion of the Available Distribution Amount
for any Distribution Date that are attributable to the Bank of America Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto) or
the Sheraton Universal Trust Mortgage Loan (or any successor REO Trust Mortgage
Loan with respect thereto), pursuant to Section 1.03(e) or Section 1.03(f), as
applicable, shall be made on a pro rata basis in accordance with the maximum
such increases to be made with respect thereto.

         (h) Notwithstanding anything herein to the contrary, including any
other subsection of this Section 1.03, for purposes of determining the
respective portions of the Net Principal Distribution Amount for any
Distribution Date that are attributable to the two Loan Groups in connection
with calculating distributions on the Certificates, including principal
distributions on the respective Classes of Class A Certificates:

                  (i) any reduction in such Net Principal Distribution Amount,
         pursuant to this Section 1.03, that relates to the reimbursement (with
         interest), out of general collections of principal on the Mortgage
         Pool, of one or more Nonrecoverable Advances in respect of any Trust
         Mortgage Loan or REO Trust Mortgage Loan, shall be allocated, to the
         fullest extent possible, against, and in reduction of, the portion of
         such Net Principal Distribution Amount that is otherwise attributable
         to the Loan Group that includes such Trust Mortgage Loan or REO Trust
         Mortgage Loan, as the case may be, prior to being allocated against,
         and in reduction of, the portion of such Net Principal Distribution
         Amount that is otherwise attributable to the other Loan Group; and

                  (ii) any increase in such Net Principal Distribution Amount,
         pursuant to this Section 1.03, that relates to the collection of one or
         more Recovered Amounts in respect of any Trust Mortgage Loan or REO
         Trust Mortgage Loan shall be allocated, first, as an increase in the
         portion of such Net Principal Distribution Amount attributable to the
         Loan Group that does not include such Trust Mortgage Loan or REO Trust
         Mortgage Loan, as the case may be (but only to the extent that the
         reimbursement (with interest) of the corresponding Nonrecoverable
         Advances had caused a reduction in the portion of the Net Principal
         Distribution Amount attributable to such Loan Group for a prior
         Distribution Date), and then, as an increase in the portion of the
         subject Net Principal Distribution Amount attributable to the Loan
         Group that includes such Trust Mortgage Loan or REO Trust Mortgage
         Loan, as the case may be.

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

                                      -99-
<PAGE>

                                   ARTICLE II


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


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

         (a) It is the intention of the parties hereto that a common law trust
be established pursuant to this Agreement and that such trust be designated as
"LB-UBS Commercial Mortgage Trust 2003-C7". LaSalle is hereby appointed, and
does hereby agree, to act as Trustee hereunder and, in such capacity, to hold
the Trust Fund in trust for the exclusive use and benefit of all present and
future Certificateholders.

         The Depositor, concurrently with the execution and delivery hereof,
does hereby assign, sell, transfer, set over and otherwise convey to the Trustee
in trust, without recourse, for the benefit of the Certificateholders, all the
right, title and interest of the Depositor in, to and under (i) the Trust
Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, (iii)
the Santa Anita Co-Lender Agreement, (iv) the Berkeley & Brown Co-Lender
Agreement, and (v) all other assets included or to be included in the Trust
Fund. Such assignment includes all interest and principal received or receivable
on or with respect to the Trust Mortgage Loans and due after the Cut-off Date
and, in the case of the Berkeley & Brown Trust Mortgage Loan and the Santa Anita
Trust Mortgage Loan, is subject to the provisions of the related Co-Lender
Agreement. The Trustee, on behalf of the Trust, assumes the obligations of the
"Note A Lender" under the Santa Anita Co-Lender Agreement and the obligations of
the "Note A3 Lender" under the Berkeley & Brown Co-Lender Agreement.

         The parties hereto acknowledge and agree that, notwithstanding Section
11.07, the transfer of the Trust Mortgage Loans and the related rights and
property accomplished hereby is absolute and is intended by them to constitute a
sale.

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

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

         (c) The Depositor hereby represents and warrants that it has retained
or caused to be retained, with respect to each Lehman Trust Mortgage Loan (other
than the Berkeley & Brown Trust

                                     -100-
<PAGE>

Mortgage Loan), and the UBS Mortgage Loan Seller has covenanted in the
UBS/Depositor Mortgage Loan Purchase Agreement that it shall retain with respect
to each UBS Trust Mortgage Loan, an Independent Person (each such Person, a
"Recording/Filing Agent") for purposes of promptly (and in any event within 45
days following the later of the Closing Date and the date on which all necessary
recording or filing (as applicable) information is available to such
Recording/Filing Agent) recording or filing, as the case may be, in the
appropriate public office for real property records or UCC Financing Statements,
as appropriate, each related assignment of Mortgage and assignment of Assignment
of Leases in favor of the Trustee referred to in clause (a)(iv) of the
definition of "Mortgage File" and each related assignment of UCC Financing
Statement in favor of the Trustee referred to in clause (a)(viii) of the
definition of "Mortgage File".

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

         The Depositor shall bear the costs of the recording and filing referred
to in the prior two paragraphs with respect to the Lehman Trust Mortgage Loans
(other than the Berkeley & Brown Trust Mortgage Loan), and the Depositor
represents and warrants that the UBS/Depositor Mortgage Loan Purchase Agreement
provides that the UBS Mortgage Loan Seller shall bear the costs of the recording
and filing referred to in the prior two paragraphs with respect to the UBS Trust
Mortgage Loans. The Depositor hereby covenants as to each Lehman Trust Mortgage
Loan (other than the Berkeley & Brown Trust Mortgage Loan), and the UBS Mortgage
Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement
as to each UBS Trust Mortgage Loan, that it will cause the applicable
Recording/Filing Agent to forward to the Trustee each related assignment of
Mortgage, assignment of Assignment of Leases and each assignment of UCC
Financing Statement in favor of the Trustee following its return by the
applicable public recording or filing office, as the case may be; provided that,
in those instances where the public recording office retains the original
assignment of Mortgage or assignment of Assignment of Leases, a certified copy
of the recorded original shall be forwarded to the Trustee. Each assignment
referred to in the prior two paragraphs that is recorded by the Trustee shall
reflect that it should be returned by the public recording office to the Trustee
or its agent or to the applicable Recording/Filing Agent, following recording,
and each assignment of UCC Financing Statement referred to in the prior two
paragraphs that is filed by the Trustee shall reflect that the file copy thereof
should be returned to the Trustee or its agent following filing; provided that,
in those instances where the public recording office retains the original
assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall
obtain therefrom a certified copy of the recorded original. At least every 90
days after the Closing Date (or at additional times upon the request of the
Master Servicer if reasonably necessary for the ongoing administration and/or
servicing of the related Serviced Trust Mortgage Loan by the Master Servicer)
and at the expense of the Depositor (in the case of a Lehman Trust Mortgage
Loan) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage
Loan), the Trustee shall forward to the Master Servicer a copy of any of the
aforementioned assignments that have been received by the Trustee.

                                     -101-
<PAGE>

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

         (d) In connection with the Depositor's assignment pursuant to Section
2.01(a) above, the Depositor shall, in the case of each UBS Trust Mortgage Loan,
direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor Mortgage Loan
Purchase Agreement) to deliver to and deposit with the Master Servicer, and
shall, in the case of each Lehman Trust Mortgage Loan (other than the Berkeley &
Brown Trust Mortgage Loan), itself deliver to and deposit with the Master
Servicer, on or before the Closing Date, such other relevant documents and
records that: (A) relate to the administration or servicing of such Trust
Mortgage Loan, (B) are reasonably necessary for the ongoing administration
and/or servicing of such Trust Mortgage Loan by the Master Servicer in
connection with its duties under this Agreement, and (C) are in the possession
or under the control of the UBS Mortgage Loan Seller or the Depositor, as
applicable, together with (i) all unapplied Escrow Payments and Reserve Funds in
the possession of the UBS Mortgage Loan Seller or the Depositor, as the case may
be, that relate to such Trust Mortgage Loan and (ii) a statement indicating
which Escrow Payments and Reserve Funds are allocable to such Trust Mortgage
Loan; provided that neither the Depositor nor the UBS Mortgage Loan Seller shall
be required to deliver any draft documents, privileged or other communications,
credit underwriting or due diligence analyses, credit committee briefs or
memoranda or other internal approval documents or data or internal worksheets,
memoranda, communications or evaluations. The Master Servicer shall hold all
such documents, records and funds on behalf of the Trustee in trust for the
benefit of the Certificateholders (and, insofar as they also relate to the Santa
Anita Non-Trust Mortgage Loan, on behalf of and for the benefit of the Santa
Anita Non-Trust Mortgage Loan Noteholder). With regard to the Berkeley & Brown
Trust Mortgage Loan, the Depositor shall deliver or cause the delivery to the
Master Servicer of a copy of the executed Berkeley & Brown Servicing Agreement
and Berkeley & Brown Co-Lender Agreement following receipt thereof by the
Depositor.

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

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

                                     -102-
<PAGE>

         SECTION 2.02. Acceptance of Trust Fund by Trustee.

         (a) The Trustee, by its execution and delivery of this Agreement,
hereby accepts receipt, directly or through a Custodian on its behalf, of (i)
the Trust Mortgage Loans and all documents delivered to it that constitute
portions of the related Mortgage Files and (ii) all other assets delivered to it
and included in the Trust Fund, in good faith and without notice of any adverse
claim, and declares that it or a Custodian on its behalf holds and will hold
such documents and any other documents subsequently received by it that
constitute portions of the Mortgage Files, and that it holds and will hold the
Trust Mortgage Loans and such other assets, together with any other assets
subsequently delivered to it that are to be included in the Trust Fund, in trust
for the exclusive use and benefit of all present and future Certificateholders.
To the extent that the Mortgage File for the Santa Anita Trust Mortgage Loan
relates to the Santa Anita Non-Trust Mortgage Loan, the Trustee shall also hold
such Mortgage File in trust for the use and benefit of the Santa Anita Non-Trust
Mortgage Loan Noteholder. In connection with the foregoing, the Trustee hereby
certifies to each of the other parties hereto, each Mortgage Loan Seller and
each Underwriter that, as to each Trust Mortgage Loan, (i) the Specially
Designated Mortgage Loan Documents are in its possession or the possession of a
Custodian on its behalf, (ii) the original Mortgage Note (or, if accompanied by
a lost note affidavit, the copy of such Mortgage Note) received by it or any
Custodian with respect to such Trust Mortgage Loan has been reviewed by it or by
such Custodian on its behalf and (A) appears regular on its face (handwritten
additions, changes or corrections shall not constitute irregularities if
initialed by the Mortgagor), (B) appears to have been executed (where
appropriate) and (C) purports to relate to such Trust Mortgage Loan.

         (b) On or about the 45th day following the Closing Date (and, if any
exceptions are noted, again on or about the 90th day following the Closing Date
and monthly thereafter until the earliest of (i) the second anniversary of the
Closing Date, (ii) the day on which all material exceptions have been removed
and (iii) the day on which the Depositor has repurchased the last affected Trust
Mortgage Loan), the Trustee or a Custodian on its behalf shall review the
documents delivered to it or such Custodian with respect to each Mortgage Loan,
and the Trustee shall, subject to Sections 2.01, 2.02(c) and 2.02(d), certify in
writing (substantially in the form of Exhibit C hereto) to each of the other
parties hereto, each Mortgage Loan Seller and each Underwriter (and, in the case
of the Santa Anita Non-Trust Mortgage Loan, the Santa Anita Non-Trust Mortgage
Loan Noteholder) that, as to each Mortgage Loan then subject to this Agreement
(except as specifically identified in any exception report annexed to such
certification): (i) all documents specified in clauses (a)(i) through (a)(v),
(a)(vii), (a)(viii) and (a)(ix) of the definition of "Mortgage File" (without
regard to the second parenthetical in such clause (a)(viii)) or, in the case of
the Berkeley & Brown Trust Mortgage Loan, in clauses (b)(i) through (b)(iii) of
the definition of "Mortgage File", are in its possession or the possession of a
Custodian on its behalf; (ii) the recordation/filing contemplated by Section
2.01(c) has been completed (based solely on receipt by the Trustee of the
particular recorded/filed documents); (iii) all documents received by it or any
Custodian with respect to such Mortgage Loan have been reviewed by it or by such
Custodian on its behalf and (A) appear regular on their face (handwritten
additions, changes or corrections shall not constitute irregularities if
initialed by the Mortgagor), (B) appear to have been executed (where
appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based on
the examinations referred to in Section 2.02(a) above and this Section 2.02(b)
and only as to the foregoing documents, the information set forth in the Trust
Mortgage Loan Schedule with respect to the items specified in clauses (v) and
(vi)(B) of the definition of "Trust Mortgage Loan Schedule" accurately reflects
the information set forth in the Mortgage File. If the Trustee's obligation to
deliver the certifications contemplated in this subsection terminates because
two years have elapsed since the

                                     -103-
<PAGE>

Closing Date, the Trustee shall deliver a comparable certification, upon
request, to any party hereto, the Santa Anita Non-Trust Mortgage Loan Noteholder
and/or any Underwriter.

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

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

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

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

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

                                     -104-
<PAGE>

         Promptly upon becoming aware of any such Material Document Defect or
Material Breach with respect to a UBS Trust Mortgage Loan, the Trustee shall
deliver a Seller/Depositor Notification to the UBS Mortgage Loan Seller, the
Master Servicer and the Special Servicer and shall require the UBS Mortgage Loan
Seller, within the time period and subject to the conditions provided for in the
UBS/Depositor Mortgage Loan Purchase Agreement, to cure such Material Document
Defect or Material Breach, as the case may be, or repurchase the affected Trust
Mortgage Loan or any related REO Property at the applicable Purchase Price by
wire transfer of immediately available funds to the Pool Custodial Account.
Promptly upon becoming aware of any such Material Document Defect or Material
Breach with respect to a Lehman Trust Mortgage Loan, the Trustee shall deliver a
Seller/Depositor Notification to the Depositor, the Master Servicer and the
Special Servicer, and the Depositor shall, not later than 90 days from the
Depositor's receipt of such Seller/Depositor Notification regarding such
Material Document Defect or Material Breach, as the case may be (or, in the case
of a Material Document Defect or Material Breach relating to a Lehman Trust
Mortgage Loan not being a "qualified mortgage" within the meaning of the REMIC
Provisions, not later than 90 days following any party discovering such Material
Document Defect or Material Breach) (any such 90-day period (with respect to a
Lehman Trust Mortgage Loan), and any "Initial Resolution Period", as defined in
the UBS/Depositor Mortgage Loan Purchase Agreement (with respect to a UBS Trust
Mortgage Loan), as applicable, are each referred to herein as the "Initial
Resolution Period"), cure the same in all material respects (which cure shall
include payment of losses and any Additional Trust Fund Expenses associated
therewith) or, if such Material Document Defect or Material Breach, as the case
may be, cannot be cured within the Initial Resolution Period, repurchase the
affected Lehman Trust Mortgage Loan or any related REO Property at the
applicable Purchase Price by wire transfer of immediately available funds to the
Pool Custodial Account (or, in the case of an REO Property that relates to the
Santa Anita Loan Pair, to the Santa Anita REO Account); provided, however, that
if (i) such Material Document Defect or Material Breach is capable of being
cured but not within the Initial Resolution Period, (ii) such Material Document
Defect or Material Breach is not related to any Lehman Trust Mortgage Loan's not
being a "qualified mortgage" within the meaning of the REMIC Provisions and
(iii) the Depositor has commenced and is diligently proceeding with the cure of
such Material Document Defect or Material Breach within the Initial Resolution
Period, then the Depositor shall have an additional period equal to the
applicable Resolution Extension Period to complete such cure or, in the event of
a failure to so cure, to complete such repurchase (it being understood and
agreed that, in connection with the Depositor's receiving such extension of time
equal to the applicable Resolution Extension Period, the Depositor shall deliver
an Officer's Certificate to the Trustee setting forth the reasons such Material
Document Defect or Material Breach is not capable of being cured within the
Initial Resolution Period and what actions the Depositor is pursuing in
connection with the cure thereof and stating that the Depositor anticipates that
such Material Document Defect or Material Breach will be cured within the
applicable Resolution Extension Period); and provided, further, that, if any
such Material Document Defect is still not cured after the Initial Resolution
Period and any such Resolution Extension Period solely due to the failure of the
Depositor to have received 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 six
months thereafter that the Document Defect is still in effect solely because of
its failure to have received the recorded document and that the Depositor is
diligently pursuing the cure of such defect (specifying the actions being
taken).

         If, during the period of deferral by the Depositor of its cure and
repurchase obligations as contemplated by the last proviso of the preceding
paragraph, or during any comparable deferral by the UBS Mortgage Loan Seller of
its cure and repurchase obligations as provided in [Section 5(a)] of the

                                     -105-
<PAGE>

UBS/Depositor Mortgage Loan Purchase Agreement, as applicable, the Trust
Mortgage Loan that is the subject of the Material Document Defect either becomes
a Specially Serviced Trust Mortgage Loan or becomes the subject of a proposed or
actual assumption of the obligations of the related Mortgagor under such Trust
Mortgage Loan, then (i) any party to this Agreement that becomes aware of such
event shall deliver a Seller/Depositor Notification to such effect (unless a
Seller/Depositor Notification with respect to such event has already been
delivered by another party) to the Master Servicer, the Special Servicer, the
Trustee, the Depositor (in the case of a Lehman Trust Mortgage Loan) and the UBS
Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan), and (ii) the
Trustee, upon becoming aware of such event, shall deliver a Seller/Depositor
Notification to the Master Servicer, the Special Servicer, the Depositor (in the
case of a Lehman Trust Mortgage Loan) and the UBS Mortgage Loan Seller (in the
case of a UBS Trust Mortgage Loan), providing notice of such event and directing
the Depositor or the UBS Mortgage Loan Seller, as applicable, to cure the
subject Material Document Defect within 15 days of receipt of such
Seller/Depositor Notification. If, upon the expiration of such 15-day period,
the Depositor or the UBS Mortgage Loan Seller, as applicable, has failed to cure
the subject Material Document Defect, the Master Servicer or the Special
Servicer, as applicable, shall be entitled (but not obligated) to perform the
obligations of the Depositor or the UBS Mortgage Loan Seller, as applicable,
with respect to curing the subject Material Document Defect; and, upon electing
to perform such obligations, the Master Servicer or the Special Servicer shall
promptly deliver a Seller/Depositor Notification to such effect. In connection
with the preceding sentence, the Depositor will, and the UBS Mortgage Loan
Seller will be obligated under the UBS/Depositor Mortgage Loan Purchase
Agreement to, pay all reasonable costs and expenses in connection with the
applicable servicer's effecting such cure.

         (b) In connection with the events in Section 2.03(a), subject to
Section 3.25, the Trustee, shall prepare and deliver, in each case promptly upon
becoming aware of such event, to the Master Servicer and the Special Servicer
and to the Depositor (with respect to a Lehman Trust Mortgage Loan) and the UBS
Mortgage Loan Seller (with respect to a UBS Trust Mortgage Loan), a
Seller/Depositor Notification identifying and describing the circumstances
identified in the definition of "Seller/Depositor Notification" (unless, in the
case of an event described in clauses (iii), (iv) and/or (vi), as applicable, of
the definition of "Seller/Depositor Notification", a Seller/Depositor
Notification with respect to such event has already been delivered by the Master
Servicer or the Special Servicer). Further, in connection with the events in
Section 2.03(a), the Master Servicer or the Special Servicer, as applicable,
shall prepare and deliver, in each case promptly upon becoming aware of such
event, to the other such servicer, the Trustee and the Depositor (with respect
to a Lehman Trust Mortgage Loan) and the UBS Mortgage Loan Seller (with respect
to a UBS Trust Mortgage Loan), a Seller/Depositor Notification identifying and
describing the circumstances identified in clauses (iii), (iv) and/or (vi), as
applicable, of the definition of "Seller/Depositor Notification" (unless such
notification has already been delivered). A copy of each such Seller/Depositor
Notification shall also be delivered to the Controlling Class Representative,
and, in the case of an event described in clauses (v) and/or (vii) of the
definition of "Seller/Depositor Notification", to internal counsel to the
Depositor and counsel the UBS Mortgage Loan Seller, as applicable, to the extent
the Trustee, Master Servicer or Special Servicer, as applicable, knows the
identity of such person.

         (c) If one or more (but not all) of the Trust Mortgage Loans
constituting a Cross-Collateralized Group are to be repurchased by the Depositor
or the UBS Mortgage Loan Seller as contemplated by this Section 2.03, then,
prior to the subject repurchase, the Depositor or the UBS Mortgage Loan Seller,
as the case may be, or its designee shall use its reasonable efforts, subject to
the

                                     -106-
<PAGE>

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

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

         (e) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of the Depositor set forth
in, or made pursuant to, Section 2.04(b)(xxvi) or Section 2.04(b)(xlvii), or on
the part of the UBS Mortgage Loan Seller set forth in, or made pursuant to,
paragraph (xxvi) or paragraph (xlvii) of Exhibit B to the UBS/Depositor Mortgage
Loan Purchase Agreement, in each case specifically relating to whether or not
the Mortgage Loan documents or any particular Mortgage Loan document for any
Mortgage Loan requires the related Mortgagor to bear the reasonable costs and
expenses associated with the subject matter of such representation or warranty,
as set forth in such representation or warranty, then the Master Servicer shall
(and the Special Servicer may) direct the Depositor (in the case of a Lehman
Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a UBS Trust
Mortgage Loan) in writing to wire transfer to the Pool Custodial Account, within
90 days of such party's receipt of such direction, the amount of any

                                     -107-
<PAGE>

such reasonable costs and expenses incurred by the Trust that (i) are due from
the Mortgagor, (ii) otherwise would have been required to be paid by the
Mortgagor if such representation or warranty with respect to such costs and
expenses had in fact been true, as set forth in the related representation or
warranty, (iii) have not been paid by the Mortgagor, (iv) are the basis of such
Breach and (v) constitute "Covered Costs". Upon payment of such costs, the
Depositor (in the case of a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan
Seller (in the case of a UBS Trust Mortgage Loan) shall be deemed to have cured
such Breach in all respects. Provided that such payment is made, this paragraph
describes the sole remedy available to the Certificateholders and the Trustee on
their behalf regarding any such Breach, regardless of whether it constitutes a
Material Breach, and neither the Depositor (in the case of a Lehman Trust
Mortgage Loan) nor the UBS Mortgage Loan Seller (in the case of a UBS Trust
Mortgage Loan) shall be obligated to otherwise cure such Breach or repurchase
the affected Trust Mortgage Loan under any circumstances. Amounts deposited in
the Pool Custodial Account pursuant to this paragraph shall constitute
"Liquidation Proceeds" for all purposes of this Agreement (other than Section
3.11(c)).

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

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

                                     -108-
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                     -109-
<PAGE>

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

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

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

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

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

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

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

             (i) Trust Mortgage Loan Schedule. The information pertaining to
   such Trust Mortgage Loan set forth in the Trust Mortgage Loan Schedule was
   true and correct in all material respects as of its Due Date in September
   2003.

             (ii) Legal Compliance. If such Mortgage Loan was originated by a
   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

                                     -110-
<PAGE>

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

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

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

             (v) Loan Document Status. Each of the related Mortgage Note,
   Mortgage(s), Assignment(s) of Leases, if separate from the related Mortgage,
   and other agreements executed in favor of the lender in connection therewith
   is the legal, valid and binding obligation of the maker thereof (subject to
   the non-recourse provisions therein and any state anti-deficiency
   legislation), enforceable in accordance with its terms, except that (A) such
   enforcement may be limited by (1) bankruptcy, insolvency, receivership,
   reorganization, liquidation, voidable preference, fraudulent conveyance and
   transfer, moratorium and/or other similar laws affecting the enforcement of
   creditors' rights generally, and (2) general principles of equity (regardless
   of whether such enforcement is considered in a proceeding in equity or at
   law), and (B) certain provisions in the subject agreement or instrument may
   be further limited or rendered unenforceable by applicable law, but subject
   to the limitations set forth in the foregoing clause (A), such limitations
   will not render that subject agreement or instrument invalid as a whole or
   substantially interfere with the mortgagee's realization of the principal
   benefits and/or security provided by the subject agreement or instrument.
   Such Mortgage Loan is non-recourse to the Mortgagor or any other Person
   except to the extent provided in certain nonrecourse carveouts and/or in any
   applicable guarantees. Except as set forth on Schedule II-(v), a natural
   person as individual guarantor has agreed, in effect, to be jointly and
   severally liable with the related Mortgagor, for all liabilities, costs,
   losses, damages or expenses suffered or incurred by the mortgagee under such
   Mortgage Loan by reason of or in connection with and to the extent of (A)

                                     -111-
<PAGE>

   any intentional fraud or material intentional misrepresentation by the
   related Mortgagor, (B) any breach on the part of the related Mortgagor of any
   environmental representations warranties, covenants or indemnity contained in
   the related Mortgage Loan documents, (C) misapplication or misappropriation
   of rents (received after an event of default), insurance proceeds or
   condemnation awards, and (D) the filing of a voluntary bankruptcy or
   insolvency proceeding by the related Mortgagor; provided that, in the case of
   any breach described in clause (B) of this paragraph, such entity (or
   individual) may instead cover through environmental insurance liabilities,
   costs, losses, damages, expenses and claims resulting from a breach of the
   obligations and indemnities of the related Mortgagor under the related
   Mortgage Loan documents relating to hazardous or toxic substances, radon or
   compliance with environmental laws.

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

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

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

                                     -112-
<PAGE>

   Mortgage Loans. With respect to such Mortgage Loan, such Permitted
   Encumbrances do not, individually or in the aggregate, materially and
   adversely interfere with the benefits of the security intended to be provided
   by the related Mortgage, the current principal use or operation of the
   related Mortgaged Property or the ability of the related Mortgaged Property
   to generate sufficient cashflow to enable the related Mortgagor to timely pay
   in full the principal and interest on the related Mortgage Note (other than a
   Balloon Payment, which would require a refinancing). If the related Mortgaged
   Property is operated as a nursing facility or a hospitality property, the
   related Mortgage, together with any security agreement, chattel mortgage or
   similar agreement and UCC financing statement, if any, establishes and
   creates a first priority, perfected security interest (subject only to any
   prior purchase money security interest, revolving credit lines and any
   personal property leases), to the extent such security interest can be
   perfected by the recordation of a Mortgage or the filing of a UCC financing
   statement, in all material personal property owned by the Mortgagor that is
   used in, and is reasonably necessary to, the operation of the related
   Mortgaged Property as presently operated by the Mortgagor, and that is
   located on the related Mortgaged Property, which personal property includes,
   in the case of Mortgaged Properties operated by the related Mortgagor as a
   nursing facility or hospitality property, all furniture, fixtures, equipment
   and other personal property located at the subject Mortgaged Property that
   are owned by the related Mortgagor and reasonably necessary or material to
   the operation of the subject Mortgaged Property. In the case of any Lehman
   Trust Mortgage Loan secured by a hotel, the related loan documents contain
   such provisions as are necessary and UCC financing statements have been filed
   as necessary, in each case, to perfect a valid first priority security
   interest, to the extent such security interest can be perfected by the
   inclusion of such provisions and the filing of a UCC financing statement, in
   the Mortgagor's right to receive related hotel room revenues with respect to
   such Mortgaged Property.

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

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

                                     -113-
<PAGE>

   of the related Mortgaged Property or the reduction of the outstanding
   principal balance of such Mortgage Loan.

             (xi) Title Insurance. Each related Mortgaged Property is covered by
   an ALTA (or its equivalent) lender's title insurance policy issued by a
   nationally recognized title insurance company, insuring that each related
   Mortgage is a valid first lien on such Mortgaged Property in the original
   principal amount of such Mortgage Loan after all advances of principal,
   subject only to Permitted Encumbrances, (or, if such policy has not yet been
   issued, such insurance may be evidenced by a binding commitment or binding
   pro forma marked as binding and signed (either thereon or on a related escrow
   letter attached thereto) by the title insurer or its authorized agent ) from
   a title insurer qualified and/or licensed in the applicable jurisdiction, as
   required, to issue such policy; such title insurance policy is in full force
   and effect, all premiums have been paid, is freely assignable and will inure
   to the benefit of the Trustee as sole insured as mortgagee of record (or,
   with respect to the Berkeley & Brown Mortgage Loan, the Berkeley & Brown
   Trustee), or any such commitment or binding pro forma is a legal, valid and
   binding obligation of such insurer; no claims have been made by the Depositor
   or any prior holder of such Mortgage Loan under such title insurance policy;
   and neither the Depositor nor the applicable Lehman Mortgage Loan Seller (or
   any of its affiliates) has done, by act or omission, anything that would
   materially impair the coverage of any such title insurance policy; such
   policy or commitment or binding pro forma contains no exclusion for (or
   alternatively it insures over such exclusion, unless such coverage is
   unavailable in the relevant jurisdiction) (A) access to a public road, (B)
   that there is no material encroachment by any improvements on the related
   Mortgaged Property either to or from any adjoining property or across any
   easements on the related Mortgaged Property, and (C) that the land shown on
   the survey materially conforms to the legal description of the related
   Mortgaged Property.

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

                                     -114-
<PAGE>

   self-insure under a lease) and the related loan documents provide that any
   reasonable out-of-pocket costs and expenses incurred by the mortgagee in
   connection with such default in obtaining such insurance coverage may be
   recovered from the related Mortgagor; the related Evidence of Property
   Insurance and certificate of liability insurance (which may be in the form of
   an Acord 27 or an Acord 25, respectively), or forms substantially similar
   thereto, provide that the related insurance policy may not be terminated or
   reduced without at least 10 days prior notice to the mortgagee and (other
   than those limited to liability protection) name the mortgagee and its
   successors as loss payee; no notice of termination or cancellation with
   respect to any such insurance policy has been received by the Depositor or
   the applicable Lehman Mortgage Loan Seller or, to the actual knowledge of
   Depositor, by any prior mortgagee under the subject Lehman Trust Mortgage
   Loan; all premiums under any such insurance policy have been paid through the
   Cut-off Date; the insurance policies specified in clauses (A), (B) and (C)
   above are required to be maintained with insurance companies having
   "financial strength" or "claims paying ability" ratings of at least "A:V"
   from A.M. Best Company or at least "A-" (or equivalent) from a nationally
   recognized statistical rating agency (or, with respect to certain blanket
   insurance policies, such other ratings as are in compliance with S&P's
   applicable criteria for rating the Certificates); and, except for certain
   amounts not greater than amounts which would be considered prudent by an
   institutional commercial mortgage lender with respect to a similar mortgage
   loan and which are set forth in the related Mortgage or other loan documents
   relating to such Mortgage Loan, and subject to the related exception
   schedules, the related Mortgage Loan documents provide that any property
   insurance proceeds will be applied (or, at the discretion of the mortgagee,
   will be applied) either to the repair or restoration of all or part of the
   related Mortgaged Property or the reduction of the outstanding principal
   balance of such Mortgage Loan; provided that the related Mortgage Loan
   documents may entitle the related Mortgagor to any portion of such proceeds
   remaining after completion of the repair or restoration of the related
   Mortgaged Property or payment of amounts due under such Mortgage Loan. If the
   related Mortgaged Property is located in the State of California or in
   "seismic zone" 3 or 4, then: (A) either a seismic assessment was conducted
   with respect to the related Mortgaged Property in connection with the
   origination of such Mortgage Loan or earthquake insurance was obtained; and
   (B) the probable maximum loss for the related Mortgaged Property as reflected
   in such seismic assessment, if any, was determined based upon a return period
   of not less than 475 years, an exposure period of 50 years and a 10%
   probability of incidence. Schedule II-(xii) attached hereto is true and
   correct in all material respects.

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

                                     -115-
<PAGE>

   the subject Lehman Trust Mortgage Loan has waived, in writing or with
   knowledge, any material default, breach, violation or event of acceleration
   under any of such documents. Under the terms of such Mortgage Loan, no person
   or party other than the mortgagee or its servicing agent may declare an event
   of default or accelerate the related indebtedness under such Mortgage Loan.

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

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

             (xvi) Subordinate Debt. Except as set forth on Schedule II-(xvi),
   each related Mortgage or other loan document relating to such Mortgage Loan
   does not provide for or permit, without the prior written consent of the
   holder of the related Mortgage Note, any related Mortgaged Property or any
   direct controlling interest in the Mortgagor to secure any other promissory
   note or debt (other than another Mortgage Loan in the Trust Fund and, if such
   Mortgage Loan is the Santa Anita Trust Mortgage Loan or the Berkeley & Brown
   Trust Mortgage Loan, the other mortgage loan(s) that are part of the Santa
   Anita Loan Pair or the Berkeley & Brown Loan Group, as applicable).

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

                                     -116-
<PAGE>

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

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

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

             The Depositor has not taken any action with respect to such
   Mortgage Loan or the related Mortgaged Property that could subject the
   Depositor or its successors and assigns in respect of such Mortgage Loan to
   liability under CERCLA or any other applicable federal, state

                                     -117-
<PAGE>

   or local environmental law. The related Mortgage or other loan documents
   require the related Mortgagor to comply with all applicable federal, state
   and local environmental laws and regulations.

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

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

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

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

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

             (xxv) Due-on-Encumbrance. Each Lehman Trust Mortgage Loan contains
   provisions for the acceleration of the payment of the unpaid principal
   balance of such Mortgage Loan if, without the prior written consent of the
   mortgagee or Rating Agency confirmation that an Adverse Rating Event would
   not occur, any related Mortgaged Property, any direct interest therein or any
   direct controlling interest in the Mortgagor is directly encumbered in
   connection with subordinate financing; and, except in the case of the
   Berkeley & Brown Trust Mortgage Loan (for which such consent has been granted
   with respect to the Berkeley & Brown Non-Trust Mortgage Loans) and the Santa
   Anita Trust Mortgage Loan (for which consent has been granted with respect to
   the Santa Anita Non-Trust Mortgage Loan), no such consent has been granted by
   the applicable Lehman Mortgage Loan Seller. To the Depositor's knowledge, no
   related Mortgaged Property is encumbered in connection with subordinate
   financing (except that the Mortgaged Properties securing the Berkeley & Brown
   Trust Mortgage Loan also secure the Berkeley & Brown Non-Trust Mortgage Loans
   and the Mortgaged Property securing the Santa Anita Trust Mortgage Loan also
   secures the Santa Anita Non-Trust Mortgage Loan); however, if the related
   Mortgaged Property is listed on Schedule II-(xxv), then certain direct
   controlling

                                     -118-
<PAGE>

   equity holders in the related Mortgagor are known to the Depositor to have
   incurred, debt secured by their ownership interest in the related Mortgagor.

             (xxvi) Due-on-Sale. Except with respect to transfers of certain
   non-controlling and/or minority interests in the related Mortgagor as
   specified in the related Mortgage or with respect to transfers of interests
   in the related Mortgagor between immediate family members and with respect to
   transfers by devise, by descent or by operation of law or otherwise upon the
   death or incapacity of a person having an interest in the related Mortgagor,
   each Lehman Trust Mortgage Loan contains either (A) provisions for the
   acceleration of the payment of the unpaid principal balance of such Mortgage
   Loan if any related Mortgaged Property or interest therein is directly or
   indirectly transferred or sold without the prior written consent of the
   mortgagee or rating agency confirmation, or (B) provisions for the
   acceleration of the payment of the unpaid principal balance of such Mortgage
   Loan if any related Mortgaged Property or interest therein is directly or
   indirectly transferred or sold without the related Mortgagor, except as set
   forth on Schedule II-(xxvi), having satisfied certain conditions specified in
   the related Mortgage with respect to permitted transfers (which conditions
   are consistent with the practices of prudent commercial mortgage lenders).
   The Mortgage (under either specific or general expense provisions) requires
   the Mortgagor to pay all reasonable fees and expenses associated with
   securing the consent or approval of the holder of the Mortgage for all
   actions involving the transfer of interests in such Mortgagor or the related
   Mortgaged Property requiring such consent or approval under the Mortgage
   including the cost of any required counsel opinions relating to REMIC or
   other securitization and tax issues.

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

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

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

             (xxx) Property Release. Except as set forth on Schedule II-(xxx),
   the terms of the related Mortgage Note, Mortgage(s) or other loan document
   securing such Mortgage Loan do

                                     -119-
<PAGE>

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

             (xxxi) Qualifications; Licensing; Zoning. The related Mortgagor has
   covenanted in the related Mortgage Loan documents to maintain the related
   Mortgaged Property in compliance in all material respects with, to the extent
   it is not grandfathered under, all applicable laws, zoning ordinances, rules,
   covenants and restrictions affecting the construction, occupancy, use and
   operation of such Mortgaged Property, and the related originator performed
   the type of due diligence in connection with the origination of such Mortgage
   Loan customarily performed by prudent institutional commercial and
   multifamily mortgage lenders with respect to the foregoing matters; except as
   set forth on Schedule II-(xxxi), the Depositor has received no notice of any
   material violation of, to the extent is has not been grandfathered under, any
   applicable laws, zoning ordinances, rules, covenants or restrictions
   affecting the construction, occupancy, use or operation of the related
   Mortgaged Property (unless affirmatively covered by the title insurance
   referred to in paragraph (b)(xi) above (or an endorsement thereto)); to the
   Depositor's knowledge (based on surveys, opinions, letters from
   municipalities and/or title insurance obtained in connection with the
   origination of such Mortgage Loan), no improvement that was included for the
   purpose of determining the appraised value of the related Mortgaged Property
   at the time of origination of such Mortgage Loan lay outside the boundaries
   and building restriction lines of such property, in effect at the time of
   origination of such Mortgage Loan, to an extent which would have a material
   adverse affect on the related Mortgagor's use and operation of such Mortgaged
   Property (unless grandfathered with respect thereto or affirmatively covered
   by the title insurance referred to in paragraph (b)(xi) above (or an
   endorsement thereto)), and no improvements on adjoining properties encroached
   upon such Mortgaged Property to any material extent. For purposes of this
   paragraph, a Mortgaged Property shall be deemed "grandfathered" with respect
   to any laws, zoning ordinances, rules, covenants or restrictions affecting
   the construction, occupancy, use or operation of the related Mortgaged
   Property, if and to the extent that any of the construction, occupancy, use
   and operation of such Mortgaged Property: (A) conformed in all material
   respects with such laws, zoning ordinances, rules, covenants and restrictions
   affecting the improvements on the related Mortgaged Property at the time the
   improvements on the related Mortgaged Property were initially constructed or
   put into operation; and/or (B) was not addressed or otherwise prohibited by
   any such laws, zoning ordinances, rules, covenants and restrictions affecting
   the related Mortgaged Property at the time the improvements on the related
   Mortgaged Property were initially constructed or put into operation.

             (xxxii) Property Financial Statements. The related Mortgagor has
   covenanted in the related Mortgage Loan documents to deliver to the mortgagee
   annual operating statements, rent rolls and related information of each
   related Mortgaged Property and annual financial statements. If such Mortgage
   Loan had an original principal balance greater than $3 million, the related
   Mortgagor has covenanted to provide such operating statements, rent rolls and
   related

                                     -120-
<PAGE>

   information on a quarterly basis. If such Mortgage Loan has an original
   principal balance equal to or greater than $20 million, the related
   Mortgagor, if it obtains an audited financial statement, is required to
   provide a copy thereof to the holder of such Mortgage Loan at the related
   mortgagee's request.

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

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

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

                                     -121-
<PAGE>

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

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

             (xxxviii)Cross-Collateralization. The related Mortgaged Property is
   not, to the Depositor's knowledge, collateral or security for any mortgage
   loan that is not in the Trust Fund, and if such Mortgage Loan is
   cross-collateralized, it is cross-collateralized only with other Mortgage
   Loans in the Trust Fund, except that the Berkeley & Brown Trust Mortgage Loan
   is cross-collateralized with the Berkeley & Brown Non-Trust Mortgage Loans
   and the Santa Anita Trust Mortgage Loan is cross-collateralized with the
   Santa Anita Non-Trust Mortgage Loan. The security interest/lien on each
   material item of collateral for such Mortgage Loan has been assigned to the
   Trustee or, with respect to the Berkeley & Brown Mortgage Loan, the trustee
   under the Berkeley & Brown Servicing Agreement.

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

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

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

                                     -122-
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   respect to the Berkeley & Brown Mortgage Loan, the trustee under the Berkeley
   & Brown Servicing Agreement) all of its right, title and interest in and to
   such amounts.

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

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

             (xliv) Fee Simple. Except as set forth in Schedule II-(xliv), such
   Mortgage Loan is secured by a fee simple interest.

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

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

             (xlvii) Defeasance. If such Mortgage Loan is a Defeasance Mortgage
   Loan, the related Mortgage Loan documents require the related Mortgagor to
   pay all reasonable costs associated with the defeasance thereof, and either:
   (A) require the prior written consent of, and compliance with the conditions
   set by, the holder of such Mortgage Loan for defeasance or (B) require that
   (1) defeasance may not occur prior to the second anniversary of the Closing
   Date, (2) the Defeasance Collateral must be government securities within the
   meaning of Treasury regulations section 1.860G-2(a)(8)(i) and must be
   sufficient to make all scheduled payments under the related Mortgage Note
   when due (assuming for each ARD Mortgage Loan that it matures on its
   Anticipated Repayment Date or on the date when any open prepayment period set
   forth in the related Mortgage Loan documents commences) or, in the case of a
   partial defeasance that effects the release of a material portion of the
   related Mortgaged Property, to make all scheduled payments under the related
   Mortgage Note on that part of such Mortgage Loan equal to at least 110% of
   the allocated loan amount of the portion of the Mortgaged Property being
   released, (3) an independent accounting firm (which may be the Mortgagor's
   independent

                                     -123-
<PAGE>

   accounting firm) certify that the Defeasance Collateral is sufficient to make
   such payments, (4) such Mortgage Loan be assumed by a successor entity
   designated by the holder of such Mortgage Loan (or by the Mortgagor with the
   approval of such lender), and (5) counsel provide an opinion letter to the
   effect that the Trustee (or, with respect to the Berkeley & Brown Mortgage
   Loan, the Berkeley & Brown Trustee) has a perfected security interest in such
   Defeasance Collateral prior to any other claim or interest.

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

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

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

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

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

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

                                     -124-
<PAGE>

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

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

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

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

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

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

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

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

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

         For purposes of the foregoing representations and warranties in this
Section 2.04(b), the phrases "to the knowledge of the Depositor" or "to the
Depositor's knowledge" shall mean, except where otherwise expressly set forth
below, the actual state of knowledge of the Depositor and the

                                     -125-
<PAGE>

applicable Lehman Mortgage Loan Seller regarding the matters referred to, in
each case (i) after having conducted such inquiry and due diligence into such
matters as would be customarily performed by prudent institutional commercial or
multifamily (as applicable) mortgage lenders, and in all events as required by
the Depositor's and/or the Lehman Mortgage Loan Seller's underwriting practices,
at the time of the origination of the particular Lehman Trust Mortgage Loan,
with respect to the origination of multifamily or commercial (as applicable)
mortgage loans intended for securitization and (ii) subsequent to such
origination, utilizing such servicing and monitoring practices as would satisfy
the Servicing Standard; and the phrases "to the actual knowledge of the
Depositor" or "to the Depositor's actual knowledge" shall mean, except where
otherwise expressly set forth below, the actual state of the Depositor's and the
applicable Lehman Mortgage Loan Seller's knowledge without any express or
implied obligation to make inquiry. All information contained in documents which
are part of or required to be part of a Mortgage File shall be deemed to be
within the knowledge and the actual knowledge of the Depositor and the
applicable Lehman Mortgage Loan Seller. Wherever there is a reference to receipt
by, or possession of, the Depositor of any information or documents, or to any
action taken by the Depositor or not taken by the Depositor or its agents or
employees, such reference shall include the receipt or possession of such
information or documents by, or the taking or not taking of such action by any
of the Depositor, the applicable Lehman Mortgage Loan Seller or any servicer
acting on behalf of either.

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

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

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

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

                                     -126-
<PAGE>

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

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

         SECTION 2.07. Conveyance of REMIC I Regular Interests; Acceptance of
                       REMIC II by Trustee.

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

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

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

         SECTION 2.09. Conveyance of REMIC II Regular Interests; Acceptance of
                       REMIC III by Trustee.

         The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all the right, title and interest of the Depositor in and to the REMIC II
Regular Interests to the Trustee for the benefit of the Holders of the REMIC III
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.

                                     -127-
<PAGE>

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

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





                                     -128-
<PAGE>

                                  ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND


         SECTION 3.01. Administration of the Mortgage Loans.

         (a) All of the Serviced Mortgage Loans and Administered REO Properties
are to be serviced and administered by the Master Servicer and/or the Special
Servicer hereunder. Each of the Master Servicer and the Special Servicer shall
service and administer the Serviced Mortgage Loans and REO Properties that it is
obligated to service and administer pursuant to this Agreement on behalf of the
Trustee, for the benefit of the Certificateholders (or, in the case of the Santa
Anita Loan Pair, for the benefit of the Certificateholders and the Santa Anita
Non-Trust Mortgage Loan Noteholder), as determined in the good faith and
reasonable judgment of the Master Servicer or the Special Servicer, as the case
may be, in accordance with: (i) any and all applicable laws; (ii) the express
terms of this Agreement, the respective Serviced Mortgage Loans and any related
intercreditor, co-lender or similar agreements; and (iii) to the extent
consistent with the foregoing, the Servicing Standard. The Master Servicer or
the Special Servicer, as applicable in accordance with this Agreement, shall
service and administer each Cross-Collateralized Group as a single Mortgage Loan
as and when necessary and appropriate consistent with the Servicing Standard.
Without limiting the foregoing, and subject to Section 3.21, (i) the Master
Servicer shall service and administer all of the Performing Serviced Mortgage
Loans and shall render such services with respect to the Specially Serviced
Mortgage Loans as are specifically provided for herein, and (ii) the Special
Servicer shall service and administer each Specially Serviced Mortgage Loan and
Administered REO Property and shall render such services with respect to the
Performing Serviced Mortgage Loans as are specifically provided for herein. All
references herein to the respective duties of the Master Servicer and the
Special Servicer, and to the areas in which they may exercise discretion, shall
be subject to Section 3.21.

         (b) Subject to Sections 3.01(a), 6.11, 6.11A, 6.11B and 6.11C (taking
account of Sections 6.11(b), 6.11A(b) and 6.11C(b)), the Master Servicer and the
Special Servicer shall each have full power and authority, acting alone (or, to
the extent contemplated by Section 3.22 of this Agreement, through
subservicers), to do or cause to be done any and all things in connection with
the servicing and administration contemplated by Section 3.01(a) that it may
deem necessary or desirable. Without limiting the generality of the foregoing,
each of the Master Servicer and the Special Servicer, in its own name, with
respect to each of the Serviced Mortgage Loans it is obligated to service
hereunder, is hereby authorized and empowered by the Trustee and the Santa Anita
Non-Trust Mortgage Loan Noteholder to execute and deliver, on behalf of the
Certificateholders, the Trustee and the Santa Anita Non-Trust Mortgage Loan
Noteholder or any of them, (i) any and all financing statements, continuation
statements and other documents or instruments necessary to maintain the lien
created by any Mortgage or other security document in the related Mortgage File
on the related Mortgaged Property and related collateral; (ii) in accordance
with the Servicing Standard and subject to Sections 3.20, 6.11, 6.11A, 6.11B and
6.11C (taking account of Sections 6.11(b), 6.11A(b) and 6.11C(b)), any and all
modifications, extensions, waivers, amendments or consents to or with respect to
any documents contained in the related Mortgage File; (iii) any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge or of assignment, and all other comparable instruments; and (iv) any
and all instruments that such party may be required to execute on behalf of the
Trustee in connection with the defeasance of a Serviced Mortgage Loan as
contemplated in this Agreement. Subject to Section 3.10,

                                     -129-
<PAGE>

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

         (c) The parties hereto acknowledge that the Santa Anita Loan Pair is
subject to the terms and conditions of the Santa Anita Co-Lender Agreement. The
parties hereto further recognize the respective rights and obligations of the
"Lenders" under the Santa Anita Co-Lender Agreement, including with respect to
(i) the allocation of collections on or in respect of the Santa Anita Loan Pair
to the "Lenders" in accordance with Section 4.01 of such Co-Lender Agreement,
(iii) the purchase of the Santa Anita Trust Mortgage Loan by the Santa Anita
Non-Trust Mortgage Loan Noteholder or its designee in accordance with Section
4.03 of the Santa Anita Co-Lender Agreement, and (iv) the right to cure certain
events of default occurring with respect to the Santa Anita Trust Mortgage Loan
in accordance with Section 7.01 of the Santa Anita Co-Lender Agreement. The
parties hereto further acknowledge that the obligation of the Santa Anita
Non-Trust Mortgage Loan Noteholder to make Additional Advances (as defined in
the related loan agreement) with respect to the Santa Anita Non-Trust Mortgage
Loan, pursuant to and in accordance with Sections 2.1.2 and 2.5 of the related
loan agreement, is solely the responsibility of the Santa Anita Non-Trust
Mortgage Loan Noteholder and shall not be a responsibility or obligation of the
Trust or the Master Servicer, as set forth in Section 6.13 of the Santa Anita
Co-Lender Agreement.

         In the event that the Santa Anita Trust Mortgage Loan is no longer part
of the Trust Fund and the servicing and administration of the Santa Anita Loan
Pair is to be governed by a separate servicing agreement and not by this
Agreement, as contemplated by Section 3.01 of the Santa Anita Co-Lender
Agreement, the Master Servicer and, if the Santa Anita Loan Pair is then being
specially serviced hereunder, the Special Servicer, shall continue to act in
such capacities under such separate servicing agreement, which agreement shall
be reasonably acceptable to the Master Servicer and/or the Special Servicer, as
the case may be, and shall contain servicing and administration, limitation of
liability, indemnification and servicing compensation provisions substantially
similar to the corresponding provisions of this Agreement, except for the fact
that the Santa Anita Loan Pair and the Santa Anita Mortgaged Property shall be
the sole assets serviced and administered thereunder and the sole source of
funds thereunder.

         If at any time, with respect to the Santa Anita Loan Pair, neither any
portion of the Santa Anita Trust Mortgage Loan nor any related REO Property is
an asset of the Trust Fund, and if a separate servicing agreement with respect
to the Santa Anita Loan Pair or any REO Property, as applicable, has not been
entered into as contemplated by Section 3.01 of the Santa Anita Co-Lender
Agreement, and notwithstanding that neither the Santa Anita Trust Mortgage Loan
(in whole or in part) nor any related REO Property is an asset of the Trust
Fund, then the Master Servicer and, if applicable, the Special Servicer shall
continue to service and administer the Santa Anita Loan Pair and/or any related
REO Property, for the benefit of the respective holders of such Loan Pair, under
this Agreement as if the

                                     -130-
<PAGE>

Santa Anita Loan Pair or any related REO Property were the sole assets subject
hereto, with certain references in this Agreement applicable to the Trust, the
Trustee, the Note A Lender, the Certificates and/or the Certificateholders being
construed to refer to such similar terms as are applicable to the then current
holder of the Mortgage Note for the Santa Anita Trust Mortgage Loan.

         (d) The parties hereto acknowledge that the Berkeley & Brown Loan Group
is subject to the terms and conditions of the Berkeley & Brown Co-Lender
Agreement. The parties hereto further recognize the respective rights and
obligations of the "Lenders" under the Berkeley & Brown Co-Lender Agreement,
including with respect to: (i) the allocation of collections on or in respect of
the Berkeley & Brown Loan Group in accordance with Section 4.01 of the Berkeley
& Brown Co-Lender Agreement, (ii) the making of payments to the "Lenders" in
accordance with Section 4.02 of the Berkeley & Brown Co-Lender Agreement, (iii)
the sharing of certain expenses in accordance with Section 4.04 of the Berkeley
& Brown Co-Lender Agreement, (iv) the purchase of the Berkeley & Brown Trust
Mortgage Loan (together with the Berkeley & Brown Pari Passu Non-Trust Mortgage
Loans) by either Berkeley & Brown Subordinate Non-Trust Mortgage Loan Noteholder
or its designee in accordance with Section 5.01 of the Berkeley & Brown
Co-Lender Agreement, (v) the relative rights of the Berkeley & Brown Subordinate
Non-Trust Mortgage Loan Noteholders to exercise the purchase option contemplated
under clause (iv) above, as set forth in Section 5.02 of the Berkeley & Brown
Co-Lender Agreement, and (vi) the right of the Berkeley & Brown Subordinate
Non-Trust Mortgage Loan Noteholders (or either of them) or a designee thereof to
exercise Berkeley & Brown Cure Rights with respect to certain events of default
occurring with respect to the Berkeley & Brown Loan Group, in accordance with
Section 5.02 of the Berkeley & Brown Co-Lender Agreement. The parties hereto
further acknowledge that: (a) pursuant to the Berkeley & Brown Co-Lender
Agreement, the Berkeley & Brown Loan Group is to be serviced and administered by
the Berkeley & Brown Servicers in accordance with the Berkeley & Brown Servicing
Agreement, which term includes any successor agreement contemplated under the
Berkeley & Brown Co-Lender Agreement, (b) the obligations of the Master Servicer
with respect to the Berkeley & Brown Trust Mortgage Loan are only as expressly
set forth in this Agreement, (c) none of the Master Servicer, the Trustee or the
Fiscal Agent have any obligation to monitor or supervise, and shall not be
liable for, the performance of the Berkeley & Brown Servicers other than as
expressly set forth in this Agreement, and (d) none of the Master Servicer, the
Trustee or the Fiscal Agent have any obligation to make Servicing Advances with
respect to any mortgage loan in the Berkeley & Brown Loan Group.

         (e) The Master Servicer shall use efforts consistent with the Servicing
Standard to have prepared, executed and delivered by the applicable party (and
included in the Servicing File), not later than the later of (i) 30 days
following the Master Servicer's receipt of the subject comfort letter or letter
of credit and (ii) the expiration of the period that may be required for such
transfer or assignment pursuant to the terms of the applicable franchisor
comfort letter or letter of credit, if any, (A) with respect to any Serviced
Mortgage Loan secured by a hospitality property (and with respect to which a
franchise agreement constitutes part of the related Mortgage File on the Closing
Date), any original transfer or assignment documents necessary to transfer or
assign to the Trustee any rights under the related franchisor comfort letter;
and (B) with respect to any Serviced Mortgage Loan that has a related guaranty
or letter of credit that constitutes part of the related Mortgage File on the
Closing Date, any original transfer or assignment documents necessary to
transfer or assign to the Trustee any rights under the related guaranty of
payment or letter of credit. In the event, with respect to a Serviced Trust
Mortgage Loan with a related letter of credit, it is determined by the Master
Servicer that a draw under such letter of credit has become necessary under the
terms thereof prior to the assignment under clause (B) of the preceding sentence
having been effected, the Master Servicer shall direct (in writing) the

                                     -131-
<PAGE>

Depositor (in the case of a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan
Seller (in the case of a UBS Trust Mortgage Loan) to make such draw or to cause
such draw to be made on behalf of the Trustee, and, the Depositor will, and the
UBS Mortgage Loan Seller will be obligated under the UBS/Depositor Mortgage Loan
Purchase Agreement to, use its best efforts to cause such draw to be made;
provided that neither the Depositor nor the UBS Mortgage Loan Seller shall have
any liability in connection with the determination to make, or the making of
such draw (other than to remit the proceeds of such draw to the Master
Servicer).

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

         SECTION 3.02. Collection of Mortgage Loan Payments.

         (a) Each of the Master Servicer and the Special Servicer shall
undertake reasonable efforts to collect all payments required under the terms
and provisions of the Serviced Mortgage Loans it is obligated to service
hereunder and shall follow such collection procedures as are consistent with the
Servicing Standard; provided, however, that neither the Master Servicer nor the
Special Servicer shall, with respect to any Serviced Mortgage Loan that
constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any
enforcement action with respect to the payment of Additional Interest (other
than the making of requests for its collection), unless (i) the taking of an
enforcement action with respect to the payment of other amounts due under such
ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special
Servicer, necessary, appropriate and consistent with the Servicing Standard or
(ii) all other amounts due under such ARD Mortgage Loan have been paid, the
payment of such Additional Interest has not been forgiven in accordance with
Section 3.20 and, in the good faith and reasonable judgment of the Special
Servicer, the Liquidation Proceeds expected to be recovered in connection with
such enforcement action will cover the anticipated costs of such enforcement
action and, if applicable, any associated interest accrued on Advances. The
Special Servicer shall ensure that, with respect to Specially Serviced Mortgage
Loans, the Mortgagors make payments directly to the Master Servicer; provided
that, in the event the Special Servicer receives a payment that should have been
made directly to the Master Servicer, the Special Servicer shall promptly
forward such payment to the Master Servicer. Upon receipt of any such payment
with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall
promptly notify the Special Servicer, and the Special Servicer shall direct the
Master Servicer as to the proper posting of such payment. Consistent with the
foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage
Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage
Loan, may waive or defer any Default Charges in connection with collecting any
late payment on a Serviced Mortgage Loan; provided that without the consent of
the Special Servicer in the case of a proposed waiver by the Master Servicer, no
such waiver or deferral may be made by the Master Servicer pursuant to this
Section 3.02 if any Advance has been made as to such delinquent payment.

         (b) All amounts Received by the Trust with respect to any
Cross-Collateralized Group in the form of payments from Mortgagors, Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds, shall be applied by
the Master Servicer among the Trust Mortgage Loans constituting such
Cross-Collateralized Group in accordance with the express provisions of the
related loan documents and, in the absence of such express provisions or to the
extent that such payments and

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other collections may be applied at the discretion of the lender, on a pro rata
basis in accordance with the respective amounts then "due and owing" as to each
such Mortgage Loan. Except in the case of the Berkeley & Brown Trust Mortgage
Loan or the Santa Anita Trust Mortgage Loan, amounts Received by the Trust in
respect of or allocable to any particular Trust Mortgage Loan (whether or not
such Trust Mortgage Loan constitutes part of a Cross-Collateralized Group) in
the form of payments from Mortgagors, Liquidation Proceeds, Condemnation
Proceeds or Insurance Proceeds shall be applied to amounts due and owing under
the related Mortgage Note and Mortgage (including for principal and accrued and
unpaid interest) in accordance with the express provisions of the related
Mortgage Note and Mortgage and, in the absence of such express provisions or to
the extent that such payments and other collections may be applied at the
discretion of the lender, as follows: first, as a recovery of any related unpaid
servicing expenses and unreimbursed Servicing Advances; second, as a recovery of
accrued and unpaid interest on such Trust Mortgage Loan at the related Mortgage
Rate to, but not including, the date of receipt (or, in the case of a full
Monthly Payment from any Mortgagor, through the related Due Date), exclusive,
however, in the case of an ARD Mortgage Loan after its Anticipated Repayment
Date, of any such accrued and unpaid interest that constitutes Additional
Interest; third, as a recovery of principal of such Trust Mortgage Loan then due
and owing, including by reason of acceleration of the Trust Mortgage Loan
following a default thereunder (or, if a Liquidation Event has occurred in
respect of such Trust Mortgage Loan, as a recovery of principal to the extent of
its entire remaining unpaid principal balance); fourth, unless a Liquidation
Event has occurred with respect to such Trust Mortgage Loan, as a recovery of
amounts to be currently applied to the payment of, or escrowed for the future
payment of, real estate taxes, assessments, insurance premiums (including
premiums on any Environmental Insurance Policy), ground rents (if applicable)
and similar items; fifth, unless a Liquidation Event has occurred with respect
to such Trust Mortgage Loan, as a recovery of Reserve Funds to the extent then
required to be held in escrow; sixth, as a recovery of any Prepayment Premium or
Yield Maintenance Charge then due and owing under such Trust Mortgage Loan;
seventh, as a recovery of any Default Charges then due and owing under such
Trust Mortgage Loan; eighth, as a recovery of any assumption fees, modification
fees and extension fees then due and owing under such Trust Mortgage Loan;
ninth, as a recovery of any other amounts then due and owing under such Trust
Mortgage Loan (other than remaining unpaid principal and, in the case of an ARD
Mortgage Loan after its Anticipated Repayment Date, other than Additional
Interest); tenth, as a recovery of any remaining principal of such Trust
Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and, eleventh, in the case of an ARD 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; provided that, if
one or more Advances previously made in respect of a Trust Mortgage Loan have
been reimbursed out of general collections on the Mortgage Pool as one or more
Nonrecoverable Advances, then collections in respect of such Trust Mortgage Loan
available for application pursuant to clauses second through eleventh of this
sentence shall instead be applied in the following order-- (i) as a recovery of
accrued and unpaid interest on, and principal of, such Trust Mortgage Loan, to
the extent of any outstanding P&I Advances and unpaid Master Servicing Fees in
respect of such Trust Mortgage Loan, (ii) as a recovery of the item(s) for which
such previously reimbursed Nonrecoverable Advance(s) were made, and (iii) in
accordance with clauses second through eleventh of this sentence (taking into
account the applications pursuant to clauses (i) and (ii) of this proviso).

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

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<PAGE>

         All amounts Received by the Trust with respect to the Berkeley & Brown
Trust Mortgage Loan or any Berkeley & Brown REO Trust Mortgage Loan shall be
allocated among interest, principal, Default Interest, late payment charges or
prepayment consideration due thereon in accordance with the terms of any
distribution date statement or servicer report received from the Berkeley &
Brown Servicers with respect to the Berkeley & Brown Trust Mortgage Loan and, in
the absence of any such statement or report, in accordance with Section 4.01 of
the Berkeley & Brown Co-Lender Agreement.

         (c) Promptly following the Closing Date, the Trustee shall send written
notice to the Berkeley & Brown Master Servicer, stating that, as of the Closing
Date, the Trustee is the holder of the Berkeley & Brown Trust Mortgage Loan and
directing the Berkeley & Brown Master Servicer to remit to the Master Servicer
all amounts payable to, and to forward, deliver or otherwise make available, as
the case may be, to the Master Servicer all reports, statements, documents,
communications and other information that are to be forwarded, delivered or
otherwise made available to, the holder of the Berkeley & Brown Trust Mortgage
Loan under the Berkeley & Brown Co-Lender Agreement and the Berkeley & Brown
Servicing Agreement. The Master Servicer shall, on the day of receipt thereof,
deposit into the Pool Custodial Account all amounts received by it from the
Berkeley & Brown Master Servicer or any other party under the Berkeley & Brown
Servicing Agreement with respect to the Berkeley & Brown Trust Mortgage Loan,
the Berkeley & Brown Mortgaged Properties or any Berkeley & Brown REO Property.
In the event the Master Servicer fails to so receive any amounts due to the
holder of the Berkeley & Brown Trust Mortgage Loan during any calendar month
under the Berkeley & Brown Co-Lender Agreement and the Berkeley & Brown
Servicing Agreement by the end of the related Collection Period ending in such
calendar month, the Master Servicer shall (i) notify the Berkeley & Brown Master
Servicer, as well as the Berkeley & Brown Trustee, that such amounts due with
respect to the Berkeley & Brown Trust Mortgage Loan have not been received
(specifying the amount of such deficiency) and (ii) make a P&I Advance with
respect to such amounts as and if required by the terms of this Agreement in
accordance with Section 4.03. Further, in accordance with Section 4.03, in the
event the Master Servicer fails to make such P&I Advance with respect to the
Berkeley & Brown Trust Mortgage Loan or any Berkeley & Brown REO Trust Mortgage
Loan, then the Trustee or, if it fails to do so, the Fiscal Agent, shall make
such P&I Advance.

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

         (a) The Master Servicer shall, as to all Serviced Mortgage Loans,
establish and maintain one or more accounts (the "Servicing Accounts"), in which
all related Escrow Payments shall be deposited and retained; provided that, in
the case of the Santa Anita Loan Pair, if the related Servicing Account includes
funds with respect to any other Mortgage Loan, then the Master Servicer shall
maintain a separate sub-account of such Servicing Account that relates solely to
the Santa Anita Loan Pair. Subject to the terms of the related loan documents,
each Servicing Account shall be an Eligible Account. Withdrawals of amounts so
collected from a Servicing Account may be made (in each case, to the extent of
amounts on deposit therein in respect of the related Serviced Mortgage Loan or,
in the case of clauses (iv) and (v) below, to the extent of interest or other
income earned on such amounts) only for the following purposes: (i) consistent
with the related loan documents, to effect the payment of real estate taxes,
assessments, insurance premiums (including premiums on any Environmental
Insurance Policy), ground rents (if applicable) and comparable items in respect
of the respective Mortgaged Properties; (ii) insofar as the particular Escrow
Payment represents a late payment that was intended to cover an item described
in the immediately preceding clause (i) for which a

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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) following an event of default under the related Serviced Mortgage
Loan, for such other purposes as are consistent with the related loan documents,
applicable law and the Servicing Standard; (v) to pay interest, if required and
as described below, to Mortgagors on balances in such Servicing Account; (vi) to
pay the Master Servicer interest and investment income on balances in such
Servicing Account as described in Section 3.06, if and to the extent not
required by law or the terms of the related loan documents to be paid to the
Mortgagor; or (vi) to clear and terminate such Servicing Account at the
termination of this Agreement in accordance with Section 9.01. To the extent
permitted by law or the applicable loan documents, funds in the Servicing
Accounts may be invested only in Permitted Investments in accordance with the
provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to
the Mortgagors interest, if any, earned on the investment of funds in the
related Servicing Accounts, if required by law or the terms of the related
Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing
Account any amount not required to be deposited therein, it may at any time
withdraw such amount from such Servicing Account, any provision herein to the
contrary notwithstanding.

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

         (c) The Master Servicer shall, as to each and every Serviced Mortgage
Loan, make a Servicing Advance with respect to the related Mortgaged Property in
an amount equal to all such funds as are necessary for the purpose of effecting
the payment of (i) real estate taxes, assessments and other similar items, (ii)
ground rents (if applicable), and (iii) premiums on Insurance Policies
(including Environmental Insurance Policies), in each instance if and to the
extent Escrow Payments (if any) collected from the related Mortgagor are
insufficient to pay such item when due and the related Mortgagor (or any related
guarantor or party entitled to exercise cure rights) has failed to pay such item
on a timely basis. All such Servicing Advances shall be reimbursable in the
first instance from related payments by or on behalf of the Mortgagors, and
further as provided in Section 3.05(a) or Section 3.05A. No costs incurred by
the Master Servicer in effecting the payment of real estate taxes, assessments
and, if applicable, ground rents on or in respect of the Mortgaged Properties
shall, for

                                     -135-
<PAGE>

purposes of this Agreement, including the Trustee's calculation of monthly
distributions to Certificateholders, be added to the unpaid Stated Principal
Balances of the related Serviced Mortgage Loans, notwithstanding that the terms
of such Mortgage Loans so permit. The foregoing shall in no way limit the Master
Servicer's ability to charge and collect from the Mortgagor such costs together
with interest thereon.

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

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

         (a) The Master Servicer shall establish and maintain one or more
separate accounts (collectively, the "Pool Custodial Account"), in which the
amounts described in clauses (i) through (ix) below (which shall not include any
amounts allocable to the Santa Anita Non-Trust Mortgage Loan) shall be deposited
and held on behalf of the Trustee in trust for the benefit of the
Certificateholders. The Pool Custodial Account shall be an Eligible Account. The
Master Servicer shall deposit or cause to be deposited in the Pool Custodial
Account, within one Business Day of receipt (in the case of payments by
Mortgagors or other collections on the Trust Mortgage Loans) or as otherwise
required hereunder, the following payments and collections received (including
amounts Received by the Trust with respect to the Berkeley & Brown Trust
Mortgage Loan) or made by the Master Servicer or on its behalf subsequent to the
Cut-off Date (other than in respect of principal and interest on the Trust
Mortgage Loans due and payable on or before the Cut-off Date, which amounts
shall be delivered promptly to the Depositor or its designee, with negotiable
instruments endorsed as necessary and appropriate without recourse, and other
than amounts required to be deposited in the Defeasance Deposit Account), or any
of the following payments (other than Principal Prepayments) received by it on
or prior to the Cut-off Date but allocable to a period subsequent thereto:

                                     -136-
<PAGE>

             (i) all payments on account of principal of the Serviced Trust
   Mortgage Loans, including Principal Prepayments, and regardless of whether
   those payments are made by the related Mortgagor, any related guarantor or
   any party exercising cure rights hereunder or under any related co-lender,
   intercreditor or similar agreement, out of any related Reserve Funds
   maintained for such purpose, out of collections on any related Defeasance
   Collateral or from any other source;

             (ii) all payments on account of interest on the Serviced Trust
   Mortgage Loans, including Default Interest and Additional Interest, and
   regardless of whether those payments are made by the related Mortgagor, any
   related guarantor or any party exercising cure rights hereunder or under any
   related co-lender, intercreditor or similar agreement, out of any related
   Reserve Funds maintained for such purpose, out of collections on any related
   Defeasance Collateral or from any other source;

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

             (iv) all Insurance Proceeds, Condemnation Proceeds and Liquidation
   Proceeds received in respect of any Serviced Trust Mortgage Loan or, except
   to the extent such proceeds are to first be deposited in an REO Account, any
   REO Property;

             (v) all remittances to the Trust under the Berkeley & Brown
   Servicing Agreement and/or the Berkeley & Brown Co-Lender Agreement with
   respect to the Berkeley & Brown Trust Mortgage Loan or any Berkeley & Brown
   REO Property;

             (vi) 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;

             (vii) 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;

             (viii) any amounts required to be transferred from the Santa Anita
   Custodial Account pursuant to Section 3.05A or the Pool REO Account pursuant
   to Section 3.16(c); and

             (ix) insofar as they do not constitute Escrow Payments, any amounts
   paid by a Mortgagor with respect to a Serviced Trust Mortgage Loan
   specifically to cover items for which a Servicing Advance has been made;

provided that any amounts described in clauses (i) through (iv), (vii) and (ix)
above that relate to the Santa Anita Trust Mortgage Loan or any related REO
Property (other than Liquidation Proceeds derived from the sale of the Santa
Anita Trust Mortgage Loan to or through the Santa Anita Non-Trust Mortgage Loan
Noteholder pursuant to the Santa Anita Co-Lender Agreement, in connection with a
Material Breach or a Material Document Defect pursuant to Section 2.03 or as a
Specially Serviced Trust Mortgage Loan pursuant to Section 3.18) shall be
deposited in the Santa Anita Loan Pair Custodial Account, and, in any such case,
shall thereafter be transferred to the Pool Custodial Account as provided

                                     -137-
<PAGE>

in Section 3.05A, together with any other amounts required to be transferred
from the Santa Anita Custodial Account to the Pool Custodial Account from time
to time pursuant to Section 3.05A.

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

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

         If and when any Mortgagor under a Defeasance Mortgage Loan (other than
the Berkeley & Brown Trust Mortgage Loan) elects to defease all or any part of
its Mortgage Loan and, pursuant to the provisions of the related loan documents,
delivers cash to the Master Servicer to purchase the required Defeasance
Collateral, the Master Servicer shall establish and maintain one or more
separate segregated accounts (collectively, the "Defeasance Deposit Account"),
in which the Master Servicer shall deposit such cash within one Business Day of
receipt by the Master Servicer. The Master Servicer shall retain such cash in
the Defeasance Deposit Account pending its prompt application to purchase
Defeasance Collateral. The Master Servicer shall hold such cash and maintain the
Defeasance Deposit Account on behalf of the Trustee and, in the case of the
Santa Anita Loan Pair, the Santa Anita Non-Trust Mortgage Loan Noteholder, to
secure payment on the related Defeasance Mortgage Loan. The

                                     -138-
<PAGE>

Defeasance Deposit Account shall be an Eligible Account. To the extent permitted
by law or the applicable Defeasance Mortgage Loan, prior to the purchase of
Defeasance Collateral, funds in the Defeasance Deposit Account may be invested
only in Permitted Investments in accordance with the provisions of Section 3.06.
The Master Servicer shall pay or cause to be paid to the related Mortgagor(s)
interest, if any, earned on the investment of funds in the Defeasance Deposit
Account, if required by law or the terms of the related Defeasance Mortgage
Loan(s).

         (b) The Trustee shall establish and maintain one or more trust accounts
(collectively, the "Collection Account") to be held in trust for the benefit of
the Certificateholders. Each account that constitutes the Collection Account
shall be an Eligible Account. The Trustee shall establish and maintain, on a
book-entry basis, the Class V Sub-Account, which sub-account shall be deemed to
be held in trust for the benefit of the Holders of the Class V Certificates. The
Master Servicer shall deliver to the Trustee each month on or before the Master
Servicer Remittance Date therein, for deposit in the Collection Account, an
aggregate amount of immediately available funds equal to the Master Servicer
Remittance Amount for such Master Servicer Remittance Date, together with, in
the case of the final Distribution Date, any additional amounts contemplated by
the second paragraph of Section 9.01. Immediately upon deposit of the Master
Servicer Remittance Amount for any Master Servicer Remittance Date into the
Collection Account, any portion thereof that represents Additional Interest
shall be deemed to have been deposited into the Class V Sub-Account.

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

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

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

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

         In the event that the Master Servicer fails, on any Master Servicer
Remittance Date, to remit to the Trustee any amount(s) required to be so
remitted to the Trustee hereunder by such date, the Master Servicer shall pay
the Trustee, for the account of the Trustee, interest, calculated at the Prime
Rate, on such amount(s) not timely remitted, from and including that Master
Servicer Remittance Date, to but not including the related Distribution Date.

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

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

         (c) The Trustee shall establish and maintain one or more accounts
(collectively, the "Interest Reserve Account"), to be held in trust for the
benefit of the Certificateholders, for purposes of

                                     -139-
<PAGE>

holding the Interest Reserve Amounts in respect of the Interest Reserve Mortgage
Loans and any Interest Reserve REO Mortgage Loans. Each account that constitutes
the Interest Reserve Account shall be an Eligible Account. On each Distribution
Date in February and, during a year that is not a leap year, in January, prior
to any distributions being made in respect of the Certificates on such
Distribution Date, the Trustee shall withdraw from the Collection Account and
deposit in the Interest Reserve Account with respect to each Interest Reserve
Mortgage Loan and Interest Reserve REO Mortgage Loan, an amount equal to the
Interest Reserve Amount, if any, in respect of such Mortgage Loan or REO
Mortgage Loan, as the case may be, for such Distribution Date; provided that no
such transfer of funds shall occur if the subject Distribution Date is the Final
Distribution Date. Subject to the next paragraph, the Interest Reserve Account
may be a sub-account of the Collection Account.

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

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

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

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

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offices in Chicago, Illinois. The Trustee shall give notice to the Master
Servicer, the Special Servicer and the Rating Agencies of any change in the
location of the Collection Account, the Interest Reserve Account or the Excess
Liquidation Proceeds Account prior to any change thereof.

         SECTION 3.04A. Santa Anita Custodial Account.

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

         (i) all payments on account of principal of the Santa Anita Loan Pair,
   including Principal Prepayments, and regardless of whether those payments are
   made by the related Mortgagor, any related guarantor or any party exercising
   cure rights under the Santa Anita Co-Lender Agreement, out of any related
   Reserve Funds maintained for such purpose, out of collections on any related
   Defeasance Collateral or from any other source;

         (ii) all payments on account of interest on the Santa Anita Loan Pair,
   including Default Interest and Additional Interest, and regardless of whether
   those payments are made by the related Mortgagor, any related guarantor or
   any party exercising cure rights under the Santa Anita Co-Lender Agreement,
   out of any related Reserve Funds maintained for such purpose, out of
   collections on any related Defeasance Collateral or from any other source;

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

         (iv) all Insurance Proceeds, Condemnation Proceeds and Liquidation
   Proceeds received in respect of the Santa Anita Loan Pair (other than
   Liquidation Proceeds derived from the purchase of the Santa Anita Trust
   Mortgage Loan by or on behalf the Santa Anita Non-Trust Mortgage Loan
   Noteholder pursuant to the Santa Anita Co-Lender Agreement, in connection
   with a Material Breach or a Material Document Defect pursuant to Section 2.03
   or as a Specially Serviced Trust Mortgage Loan pursuant to Section 3.18);

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

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<PAGE>

         (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 Santa Anita Loan Pair resulting from a deductible clause in a
   blanket hazard policy;

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

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

         The foregoing requirements for deposit in the Santa Anita Custodial
Account shall be exclusive. Notwithstanding the foregoing, actual payments from
the related Mortgagor in respect of the Santa Anita Loan Pair in the nature of
Escrow Payments, Reserve Funds, assumption fees, assumption application fees,
funds representing such Mortgagor's payment of costs and expenses associated
with assumptions and defeasance, modification fees, extension fees, charges for
beneficiary statements or demands, amounts collected for checks returned for
insufficient funds and any similar fees to which the Master Servicer or Special
Servicer is entitled as additional servicing compensation, not expressly
referred to in the prior paragraph need not be deposited by the Master Servicer
in the Santa Anita Custodial Account. If the Master Servicer shall deposit into
the Santa Anita Custodial Account 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 the Santa Anita
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). The Santa Anita 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) of the second preceding paragraph with respect to the Santa
Anita 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 Santa Anita Custodial Account in accordance with the second
preceding paragraph, unless the Special Servicer determines, consistent with the
Servicing Standard, that a particular item should not be deposited because of a
restrictive endorsement or other appropriate reason. With respect to any such
amounts paid by check to the order of the Special Servicer, the Special Servicer
shall endorse such check to the order of the Master Servicer, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular
item cannot be so endorsed and delivered because of a restrictive endorsement or
other appropriate reason. Any such amounts received by the Special Servicer with
respect to an REO Property that relates to the Santa Anita Loan Pair shall
initially be deposited by the Special Servicer into the Santa Anita REO Account
and thereafter remitted to the Master Servicer for deposit into the Santa Anita
Custodial Account, all in accordance with Section 3.16(c).

                                     -142-
<PAGE>

         Notwithstanding that the Santa Anita Custodial Account may be a
sub-account of the Pool Custodial Account for reasons of administrative
convenience, the Santa Anita Custodial Account and the Pool Custodial Account
shall, for all purposes of this Agreement (including the obligations and
responsibilities of the Master Servicer hereunder), be considered to be and
shall be required to be treated as, separate and distinct accounts. The Master
Servicer shall indemnify and hold harmless the Trust Fund and the Santa Anita
Non-Trust Mortgage Loan Noteholder against any losses arising out of the failure
by the Master Servicer to perform its duties and obligations hereunder as if
such accounts were separate accounts. The provisions of this paragraph shall
survive any resignation or removal of the Master Servicer and appointment of a
successor master servicer.

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

         (c) The Master Servicer shall give notice to the Trustee, the Santa
Anita Non-Trust Mortgage Loan Noteholder and the Special Servicer of the
location of the Santa Anita Custodial Account when first established and of the
new location of the Santa Anita Custodial Account prior to any change thereof.

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

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

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

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

             (iii) to pay to itself earned and unpaid Master Servicing Fees with
   respect to the Mortgage Pool (exclusive of the Santa Anita Trust Mortgage
   Loan and any Santa Anita REO Trust Mortgage Loan), the Master Servicer's
   right to payment pursuant to this clause (iii) with respect to any such
   Master Servicing Fees being limited to amounts on deposit in the Pool
   Custodial Account that are allocable as a recovery of interest on or in
   respect of the Trust

                                     -143-
<PAGE>

   Mortgage Loan or REO Trust Mortgage Loan as to which such Master Servicing
   Fees were earned;

             (iv) to pay (A) to the Special Servicer, out of general collections
   on the Mortgage Pool on deposit in the Pool Custodial Account, earned and
   unpaid Special Servicing Fees in respect of each Specially Serviced Trust
   Mortgage Loan and each REO Trust Mortgage Loan that relates to an
   Administered REO Property and (B) to itself, out of general collections on
   the Mortgage Pool on deposit in the Pool Custodial Account, any Master
   Servicing Fee earned in respect of any Trust Mortgage Loan or REO Trust
   Mortgage Loan that remains unpaid in accordance with clause (iii) above or
   Section 3.05A, as applicable, following a Final Recovery Determination made
   with respect to such Trust Mortgage Loan or the related REO Property and the
   deposit into the Pool Custodial Account of all amounts received in connection
   with such Final Recovery Determination;

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

             (vi) to reimburse the Fiscal Agent, the Trustee and itself, in that
   order, for any unreimbursed Servicing Advances made thereby with respect to
   any Trust Mortgage Loan or REO Property (other than the Santa Anita Trust
   Mortgage Loan or any related REO Property), the Fiscal Agent's, the Trustee's
   and the Master Servicer's respective rights to reimbursement pursuant to this
   clause (vi) with respect to any Servicing Advance being limited to amounts on
   deposit in the Pool Custodial Account that represent payments made by the
   related Mortgagor to cover the item for which such Servicing Advance was
   made, and to amounts on deposit in the Pool Custodial Account that represent
   Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and, if
   applicable, REO Revenues (in each case, net of any Liquidation Fee or Workout
   Fee payable therefrom) received in respect of the particular Trust Mortgage
   Loan or REO Property as to which such Servicing Advance was made;

             (vii) to reimburse the Fiscal Agent, the Trustee and itself, in
   that order, out of general collections on the Mortgage Pool on deposit in the
   Pool Custodial Account, for any unreimbursed Advances that have been or are
   determined to be Nonrecoverable Advances (provided that such amounts may be
   withdrawn over time in accordance with Sections 3.11(g) or 4.03(d), as
   applicable);

             (viii) to pay the Fiscal Agent, the Trustee and itself, in that
   order, any unpaid interest accrued and payable in accordance with Section
   3.11(g) or 4.03(d), as applicable, on any Advance made thereby under this
   Agreement, the Fiscal Agent's, the Trustee's and the Master Servicer's
   respective rights to payment pursuant to this clause (viii) with respect to
   interest on any such Advance being limited to amounts on deposit in the Pool
   Custodial Account that represent Default Charges collected on or in respect
   of the Trust Mortgage Loan or REO Trust Mortgage Loan as to which the subject
   Advance was made, as and to the extent contemplated by Sections 3.26(a) and
   (b);

                                     -144-
<PAGE>

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

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

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

             (xii) to pay itself, as additional master servicing compensation in
   accordance with Section 3.11(b), any amounts on deposit in the Pool Custodial
   Account that represent (A) interest and investment income earned in respect
   of amounts held in the Pool Custodial Account as provided in Section 3.06(b),
   but only to the extent of the Net Investment Earnings with respect to the
   Pool Custodial Account for any Collection Period, (B) Prepayment Interest
   Excesses collected on the Mortgage Pool and (C) Net Default Charges (after
   application pursuant to Sections 3.26(a) and (b)) actually collected that
   accrued in respect of a Performing Trust Mortgage Loan; and to pay the
   Special Servicer, as additional special servicing compensation in accordance
   with Section 3.11(d), any amounts on deposit in the Pool Custodial Account
   that represent Net Default Charges (after application pursuant to Sections
   3.26(a) and (b)) actually collected that accrued in respect of a Specially
   Serviced Trust Mortgage Loan and/or an REO Trust Mortgage Loan that relates
   to an Administrated REO Property;

                                     -145-
<PAGE>

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

             (xiv) to pay, out of general collections on the Mortgage Pool on
   deposit in the Pool Custodial Account, for (A) the cost of the Opinion of
   Counsel contemplated by Section 11.02(a), (B) the cost of an Opinion of
   Counsel contemplated by Section 11.01(a) or 11.01(c) in connection with any
   amendment to this Agreement requested by the Master Servicer or the Special
   Servicers that protects or is in furtherance of the rights and interests of
   Certificateholders, and (C) the cost of recording this Agreement in
   accordance with Section 11.02(a); provided that such payment does not relate
   solely to the Santa Anita Non-Trust Mortgage Loan;

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

             (xvi) to pay, in accordance with Section 3.11(i), out of general
   collections on the Mortgage Pool on deposit in the Pool Custodial Account,
   any servicing expenses, that would, if advanced, constitute Nonrecoverable
   Servicing Advances (other than servicing expenses that relate solely to the
   Santa Anita Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
   respect thereto);

             (xvii) to pay, out of general collections on the Mortgage Loans and
   any REO Properties as are then on deposit in the Pool Custodial Account, to a
   Berkeley & Brown Servicer or the Berkeley & Brown Trustee, any amount
   reimbursable to such party pursuant to the terms of the Berkeley & Brown
   Co-Lender Agreement;

             (xviii) to reimburse any amounts paid by either Directing
   Certificateholder to cure defaults under the Bank of America Trust Mortgage
   Loan or the Sheraton Universal Trust Mortgage Loan, as applicable, either
   Directing Certificateholder's right to reimbursement under this clause
   (xviii) to be limited to amounts on deposit in the Pool Custodial Account
   that represent collections on the Bank of America Trust Mortgage Loan or the
   Sheraton Universal Trust Mortgage Loan, as applicable, or any related REO
   Property, but only to the extent that such collections exceed all amounts
   (including Monthly Payments and Assumed Monthly Payments) then due and owing
   to the Trust, the Master Servicer, the Special Servicer, the Trustee and the
   Fiscal Agent with respect to the subject Trust Mortgage Loan or any successor
   REO Trust Mortgage Loan with respect thereto;

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

                                     -146-
<PAGE>

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

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

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

         In connection with any payments required to be made to a Berkeley &
Brown Servicer or the Berkeley & Brown Trustee in accordance with Section
3.05(a)(xvii), the Master Servicer may request a written statement from a
responsible officer of the Berkeley & Brown Servicer and/or the Berkeley & Brown
Trustee, as applicable, describing the nature and amount of the item for which
such party is seeking reimbursement and setting forth the provision(s) of the
Berkeley & Brown Co-Lender Agreement pursuant to which such party believes it is
entitled to reimbursement (such written statement to be requested by the Master
Servicer pursuant to Section 7.09 of the Berkeley & Brown Co-Lender Agreement)
and the Master Servicer may reasonably rely upon such statement as the nature
and amount of the item for which reimbursement is sought.

         The Special Servicer shall keep and maintain separate accounting for
each Specially Serviced Trust Mortgage Loan and Administered REO Property, on a
loan-by-loan basis, for the purpose of justifying any request for withdrawal
from the Pool Custodial Account. With respect to each Trust Mortgage Loan for
which it makes an Advance, each of the Trustee and Fiscal Agent shall keep and
maintain separate accounting, on a loan-by-loan basis, for the purpose of
justifying any request for withdrawal from the Pool Custodial Account for
reimbursements of Advances or payments of interest thereon.

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

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

             (ii) to pay (A) the Trustee, the Fiscal Agent or any of their
   respective directors, officers, employees and agents, as the case may be, out
   of general collections on the Mortgage Pool on deposit in the Collection
   Account, any amounts payable or reimbursable to any such Person pursuant to
   Section 7.01(b) and/or Section 8.05, as applicable, and (B) as and when
   contemplated by Section 8.08, the cost of the Trustee's transferring Mortgage
   Files and

                                     -147-
<PAGE>

   other documents to a successor after being terminated by Certificateholders
   pursuant to Section 8.07(c) without cause;

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

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

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

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

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

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

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

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

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

                                     -148-
<PAGE>

Account to the Collection Account); provided that on the Master Servicer
Remittance Date immediately prior to the Final Distribution Date, the Trustee
shall withdraw from the Excess Liquidation Proceeds Account and deposit in the
Collection Account, for distribution on such Distribution Date, any and all
amounts then on deposit in the Excess Liquidation Proceeds Account.

         SECTION 3.05A. Permitted Withdrawals From the Santa Anita Custodial
                        Account.

         The Master Servicer may, from time to time, make withdrawals from the
Santa Anita Custodial Account for any of the following purposes (the order set
forth below not constituting an order of priority for such withdrawals, except
to the extent expressly provided in the Santa Anita Co-Lender Agreement):

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

         (ii) to reimburse, first, the Fiscal Agent, second, the Trustee, and
   last, itself, in that order, for unreimbursed P&I Advances made by such party
   (with its own funds) with respect to the Santa Anita Trust Mortgage Loan, any
   such party's rights to reimbursement pursuant to this clause (ii) with
   respect to any such P&I Advance being limited to amounts on deposit in the
   Santa Anita Custodial Account that represent late collections of interest and
   principal (net of the related Master Servicing Fees and any related Workout
   Fees or Liquidation Fees) received in respect of the Santa Anita Trust
   Mortgage Loan or any Santa Anita REO Trust Mortgage Loan (as allocable
   thereto pursuant to the related loan documents and/or the Santa Anita
   Co-Lender Agreement);

         (iii) to pay to itself earned and unpaid Master Servicing Fees with
   respect to the Santa Anita Trust Mortgage Loan or any successor REO Trust
   Mortgage Loan with respect thereto, the Master Servicer's respective rights
   to payment pursuant to this clause (iii) with respect to such Trust Mortgage
   Loan (or such REO Trust Mortgage Loan) in the Santa Anita Loan Pair being
   limited to amounts on deposit in the Santa Anita Custodial Account that were
   received on or in respect of such Trust Mortgage Loan (or such REO Trust
   Mortgage Loan) and are allocable as a recovery of interest thereon;

         (iv) to reimburse, first, the Fiscal Agent, second, the Trustee, and
   last, itself, in that order, for any unreimbursed P&I Advances made by such
   party (with its own funds) with respect to the Santa Anita Trust Mortgage
   Loan that such party has determined are Nonrecoverable Advances, such party's
   rights to reimbursement pursuant to this clause (iv) with respect to any such
   P&I Advance being limited to amounts on deposit in the Santa Anita Custodial
   Account that were received in respect of the Santa Anita Loan Pair or any
   successor REO Mortgage Loans with respect thereto;

         (v) to pay to the Special Servicer earned and unpaid Special Servicing
   Fees in respect of the Santa Anita Loan Pair while either Mortgage Loan in
   the Santa Anita Loan Pair constitutes

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   a Specially Serviced Loan and after the Santa Anita 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 Santa Anita 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, and
   last, itself, in that order, for any unreimbursed Servicing Advances made
   thereby with respect to the Santa Anita Loan Pair or any related REO
   Property, any such party's respective rights to reimbursement pursuant to
   this clause (vii) with respect to any Servicing Advance being limited to
   amounts on deposit in the Santa Anita Custodial Account that represent
   payments made by the related Mortgagor to cover the item for which such
   Servicing Advance was made, and to amounts on deposit in the Santa Anita
   Custodial Account that represent Liquidation Proceeds, Condemnation Proceeds,
   Insurance Proceeds and, if applicable, REO Revenues (in each case, if
   applicable, net of any Liquidation Fee or Workout Fee payable therefrom)
   received in respect of the Santa Anita Loan Pair or any related REO Property;

         (viii) to pay first, the Fiscal Agent, second, the Trustee, and last,
   itself, in that order, any unpaid interest accrued on any Advance made
   thereby with respect to either Mortgage Loan or REO Mortgage Loan, as
   applicable, in the Santa Anita Loan Pair or with respect to the Santa Anita
   Mortgaged Property, any such party's respective right to payment pursuant to
   this clause (viii) with respect to interest on any Advance being permitted to
   be satisfied (A) first, out of any amounts on deposit in the Santa Anita
   Custodial Account that represent Default Charges collected on or in respect
   of the Santa Anita Non-Trust Mortgage Loan or any successor REO Trust
   Mortgage Loan with respect thereto, as and to the extent contemplated by
   Section 3.26(c), (B) second, out of any amounts on deposit in the Santa Anita
   Custodial Account that represent Default Charges collected on or in respect
   of the Santa Anita Trust Mortgage Loan or any successor REO Trust Mortgage
   Loan with respect thereto, as and to the extent contemplated by Sections
   3.26(a) and (b) and (C) third, to the extent that the Default Charges
   described in the immediately preceding clauses (A) and (B) are insufficient,
   but only if such Advance is being reimbursed at the same time or if such
   Advance has been previously reimbursed, out of any amounts on deposit in the
   Santa Anita Custodial Account that represent any other collections on or in
   respect of the Santa Anita Loan Pair;

         (ix) to pay for (A) costs and expenses incurred with respect to the
   Santa Anita Mortgaged Property pursuant to Section 3.09(c) (other than the
   costs of environmental testing, which are to be covered by, and reimbursable
   as, a Servicing Advance), (B) the costs and expenses of obtaining appraisals
   of the Santa Anita Mortgaged Property pursuant to Section 3.11(h), 3.18(g) or
   Section 4.03(c), as applicable, (C) any servicing expenses incurred with
   respect to the Santa Anita Loan Pair or any related REO Property, that would,
   if advanced, constitute Nonrecoverable Servicing Advances, in accordance with
   Section 3.11(i), and (D) the fees of any Independent Contractor retained with
   respect to any REO Property related to the Santa Anita Loan Pair pursuant to
   Section 3.17(d) (to the extent that it has not paid itself such fees prior to
   remitting collections on such REO Property to the Special Servicer);

                                     -150-
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         (x) to pay itself, as additional master servicing compensation in
   accordance with Section 3.11(b), (A) interest and investment income earned in
   respect of amounts held in the Santa Anita Custodial Account as provided in
   Section 3.06(b), but only to the extent of the Net Investment Earnings with
   respect to the Santa Anita Custodial Account for any Collection Period and
   (B) Net Default Charges (after application pursuant to Section 3.26(c))
   actually collected that accrued in respect of the Santa Anita Non-Trust
   Mortgage Loan during a period that it was not a Specially Serviced Mortgage
   Loan and the Santa Anita Mortgaged Property was not an REO Property; and to
   pay the Special Servicer, as additional special servicing compensation in
   accordance with Section 3.11(d), Net Default Charges (after application
   pursuant to Section 3.26(c)) actually collected that accrued in respect of
   the Santa Anita Non-Trust Mortgage Loan or any successor REO Trust Mortgage
   Loan with respect thereto during a period that it was a Specially Serviced
   Mortgage Loan or the Santa Anita Mortgaged Property was an REO Property;

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

         (xii) to pay for (A) the cost of an Opinion of Counsel contemplated by
   Section 11.01(a) in connection with any amendment to this Agreement requested
   by the Master Servicer or the Special Servicers that protects or is in
   furtherance of the rights and interests of Certificateholders, and related to
   the requisite determination thereunder as to whether such amendment would
   adversely affect in any material respect the interests of the Santa Anita
   Non-Trust Mortgage Loan Noteholder; and (B) for the cost of recording the
   Santa Anita Co-Lender Agreement and any required opinion of counsel related
   thereto and, to the extent applicable pursuant to Section 11.02(a), the
   allocable portion of the cost of the Opinion of Counsel contemplated by
   Section 11.02(a);

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

         (xiv) to transfer to the Pool Custodial Account all amounts
   representing Additional Trust Fund Expenses and/or any other amounts that
   relate to the Santa Anita Loan Pair, that have been previously paid out of
   the Pool Custodial Account pursuant to Section 3.05 and that, if not
   previously paid out of the Pool Custodial Account in accordance with Section
   3.05, would have been otherwise payable from the Santa Anita Custodial
   Account under this Section 3.05A;

         (xv) to reimburse, any amounts paid by the Santa Anita Non-Trust
   Mortgage Loan Noteholder to cure defaults under the Santa Anita Trust
   Mortgage Loan, the Santa Anita Non-Trust Mortgage Loan Noteholder's right to
   reimbursement under this clause (xv) to be limited to amounts on deposit in
   the Santa Anita Custodial Account that represent collections on the Santa
   Anita Trust Mortgage Loan or with respect to any Santa Anita REO Trust
   Mortgage Loan, but only to the extent that such collections exceed all
   amounts (including Monthly Payments and Assumed Monthly Payments) then due
   and owing to the Trust, the Master Servicer, the Special

                                     -151-
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   Servicer, the Trustee and the Fiscal Agent with respect to the Santa Anita
   Trust Mortgage Loan or any Santa Anita REO Trust Mortgage Loan; and

         (xvi) to clear and terminate the Santa Anita Custodial Account at the
   termination of this Agreement pursuant to Section 9.01.

         Any P&I Advance made with respect to the Santa Anita Trust Mortgage
Loan or the Santa Anita REO Trust Mortgage Loan pursuant to Section 4.03 will
constitute part of the "Available Remittance Amount" (within the meaning of the
Santa Anita Co-Lender Agreement) required to be applied with respect to the
Santa Anita Trust Mortgage Loan or any Santa Anita REO Trust Mortgage Loan with
respect thereto pursuant to Section 4.01 of the Santa Anita Co-Lender Agreement
on the subject Master Servicer Remittance Date. Any such P&I Advance shall be
deposited directly into the Collection Account in accordance with Section
4.03(a).

         The Master Servicer shall keep and maintain separate accounting records
in connection with any withdrawal from the Santa Anita Custodial Account
pursuant to clauses (ii) through (xv) 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 Trustee
and the Fiscal Agent, as applicable, from the Santa Anita Custodial Account,
amounts permitted to be paid thereto from such account promptly upon receipt of
a written statement of a Servicing Officer of the Special Servicer or a
Responsible Officer of the 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 Trustee or the Fiscal Agent, as the case may be, is
entitled (unless such payment to the Special Servicer, the Trustee or the Fiscal
Agent, as the case may be, is clearly required pursuant to this Agreement, in
which case a written statement is not required). The Master Servicer may rely
conclusively on any such written statement and shall have no duty to
re-calculate the amounts stated therein. The parties seeking payment pursuant to
this section shall each keep and maintain separate accounting for the purpose of
justifying any request for withdrawal from the Santa Anita Custodial Account, on
a loan-by-loan basis.

         The Master Servicer shall transfer from the Santa Anita Custodial
Account, promptly upon such amounts becoming available in the Santa Anita
Custodial Account, whether received in respect of the Santa Anita Trust Mortgage
Loan or the Santa Anita Non-Trust Mortgage Loan (or any successor REO Mortgage
Loan with respect to either of the foregoing), any amounts representing
Additional Trust Fund Expenses and/or any other amounts that relate to the Santa
Anita Loan Pair, that have been previously paid out of the Pool Custodial
Account pursuant to Section 3.05 and that, if not previously paid out of the
Pool Custodial Account in accordance with Section 3.05, would have been
otherwise payable from the Santa Anita Custodial Account under this Section
3.05A.

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


                                     -152-
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an "Investment Account"), to invest, or if it is such depository institution,
may itself invest, the funds held therein in one or more Permitted Investments
bearing interest or sold at a discount, and maturing, unless payable on demand,
no later than the Business Day immediately preceding the next succeeding date on
which such funds are required to be withdrawn from such account pursuant to this
Agreement; provided that in the case of any Servicing Account, any Reserve
Account or the Defeasance Deposit Account, such investment direction shall be
subject to the related loan documents and applicable law. Funds in the
Collection Account, the Interest Reserve Account and the Excess Liquidation
Proceeds Account will remain uninvested. All such Permitted Investments shall be
held to maturity, unless payable on demand. Any investment of funds in an
Investment Account shall be made in the name of the Trustee (in its capacity as
such) and, in the case of a Permitted Investment in any Investment Account
solely related to the Santa Anita Loan Pair, the Santa Anita Non-Trust Mortgage
Loan Noteholder. The Master Servicer (with respect to Permitted Investments of
amounts in the Servicing Accounts, the Reserve Accounts, the Defeasance Deposit
Account and the Custodial Accounts) and the Special Servicer (with respect to
Permitted Investments of amounts in the REO Accounts), on behalf of the Trustee
and, in the case of any Investment Account solely related to the Santa Anita
Loan Pair, the Santa Anita Non-Trust Mortgage Loan Noteholder, shall (and the
Trustee hereby designates the Master Servicer and the Special Servicer, as
applicable, as the Person that shall) (i) be the "entitlement holder" of any
Permitted Investment that is a "security entitlement" and (ii) maintain
"control" of any Permitted Investment that is a "certificated security",
"uncertificated security" or "deposit account". For purposes of this Section
3.06(a), (i) the terms "entitlement holder", "security entitlement", "control"
(except with respect to deposit accounts), "certificated security" and
"uncertificated security" shall have the meanings given such terms in Revised
Article 8 (1994 Revision) of the UCC, and the terms "control" (with respect to
deposit accounts) and "deposit account" shall have the meanings given such terms
in Revised Article 9 (1998 Revision) of the UCC, and (ii) "control" of any
Permitted Investment in any Investment Account by the Master Servicer or the
Special Servicer shall constitute "control" by a Person designated by, and
acting on behalf of, the Trustee and, in the case of any Investment Account
solely related to the Santa Anita Loan Pair, the Santa Anita Non-Trust Mortgage
Loan Noteholder, for purposes of Revised Article 8 (1994 Revision) of the UCC or
Revised Article 9 (1998 Revision) of the UCC, as applicable. If amounts on
deposit in an Investment Account are at any time invested in a Permitted
Investment payable on demand, the Master Servicer (in the case of the Custodial
Accounts, the Servicing Accounts, the Reserve Accounts and the Defeasance
Deposit Account) or the Special Servicer (in the case of the REO Accounts)
shall:

         (x)      consistent with any notice required to be given thereunder,
                  demand that payment thereon be made on the last day such
                  Permitted Investment may otherwise mature hereunder in an
                  amount equal to at least the lesser of (1) all amounts then
                  payable thereunder and (2) the amount required to be withdrawn
                  on such date; and

         (y)      demand payment of all amounts due thereunder promptly upon
                  determination by the Master Servicer or the Special Servicer,
                  as the case may be, that such Permitted Investment would not
                  constitute a Permitted Investment in respect of funds
                  thereafter on deposit in the Investment Account.

         (b) Whether or not the Master Servicer directs the investment of funds
in any of the Servicing Accounts, the Reserve Accounts, the Defeasance Deposit
Account or the Custodial Accounts, interest and investment income realized on
funds deposited therein, to the extent of the Net Investment Earnings, if any,
for each such Investment Account for each Collection Period (and, in the case of



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Servicing Accounts, Reserve Accounts and the Defeasance Deposit Account, to the
extent not otherwise payable to Mortgagors under applicable law or the related
loan documents), shall be for the sole and exclusive benefit of the Master
Servicer and shall be subject to its withdrawal in accordance with Section
3.03(a), 3.03(d), 3.04(a), 3.05(a) or 3.05A, as applicable. Whether or not the
Special Servicer directs the investment of funds in any of the REO Accounts,
interest and investment income realized on funds deposited therein, to the
extent of the Net Investment Earnings, if any, for such Investment Account for
each Collection Period, shall be for the sole and exclusive benefit of the
Special Servicer and shall be subject to its withdrawal in accordance with
Section 3.16(b). If any loss shall be incurred in respect of any Permitted
Investment on deposit in any Investment Account, the Master Servicer (in the
case of (i) the Servicing Accounts, the Reserve Accounts and the Defeasance
Deposit Account (except to the extent that any investment of funds with respect
thereto is at the direction of a Mortgagor in accordance with the related loan
documents or applicable law) and (ii) the Custodial Accounts) and the Special
Servicer (in the case of the REO Accounts) shall promptly deposit therein from
its own funds, without right of reimbursement, no later than the end of the
Collection Period during which such loss was incurred, the amount of the Net
Investment Loss, if any, for such Investment Account for such Collection Period.
Notwithstanding any of the foregoing provisions of this Section 3.06, no party
shall be required under this Agreement to deposit any loss on a deposit of funds
in an Investment Account if such loss is incurred solely as a result of the
insolvency of the federal or state chartered depository institution or trust
company with which such deposit was maintained so long as such depository
institution or trust company satisfied the conditions set forth in the
definition of "Eligible Account" at the time such deposit was made and also as
of a date no earlier than 30 days prior to the insolvency.

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

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

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

         (a) The Master Servicer shall, consistent with the Servicing Standard,
cause to be maintained for each Mortgaged Property that secures a Serviced
Mortgage Loan and is not an REO Property, all insurance coverage as is required
under the related Mortgage (except to the extent that the failure to maintain
such insurance coverage is an Acceptable Insurance Default); provided that, if
and to the extent that any such Mortgage permits the holder thereof any
discretion (by way of consent, approval or otherwise) as to the insurance
coverage that the related Mortgagor is required to maintain, the Master Servicer
or Special Servicer, as the case may be, shall exercise such discretion in a
manner consistent with the Servicing Standard; and provided, further, that, if
and to the extent that a Mortgage so permits, the Master Servicer or Special
Servicer, as the case may be, shall use reasonable best efforts to require the
related Mortgagor to obtain the required insurance coverage from Qualified
Insurers that shall have a

                                     -154-
<PAGE>

"claims paying ability" or "financial strength" rating, as applicable, of at
least "A" from S&P and "A3" from Moody's (if then rated by Moody's, and if not
then rated by Moody's, then an equivalent rating to a rating of "A3" by Moody's
by at least one nationally recognized statistical rating agency besides S&P)
(or, in the case of any such Rating Agency, such lower rating as will not result
in an Adverse Rating Event, as evidenced in writing by such Rating Agency); and
provided, further, that the Master Servicer shall cause to be maintained, from
Qualified Insurers having a "claims paying ability" or "financial strength"
rating, as applicable, of at least "A" from S&P and "A3" from Moody's (if then
rated by Moody's, and if not then rated by Moody's, then an equivalent rating to
a rating of "A3" by Moody's by at least one nationally recognized statistical
rating agency besides S&P) (or, in the case of any such Rating Agency, such
lower rating as will not result in an Adverse Rating Event, as evidenced in
writing by such Rating Agency), for any such Mortgaged Property any such
insurance that the related Mortgagor is required but fails to maintain, but only
to the extent that (i) the Trustee (as mortgagee of record on behalf of the
Certificateholders or, in the case of the Santa Anita Mortgaged Property, the
Certificateholders and the Santa Anita Non-Trust Mortgage Loan Noteholder) has
an insurable interest, and (ii) either (A) such insurance is available at a
commercially reasonable rate, or (B) solely in the case of all-risk insurance or
other insurance that covers losses from acts of terrorism, the failure by the
Mortgagor to maintain such insurance coverage has not been determined by the
Special Servicer to constitute an Acceptable Insurance Default. Any Controlling
Class Certificateholder may request that earthquake insurance be secured for one
or more Mortgaged Properties (other than the Berkeley & Brown 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. Further, (a) the Santa Anita Non-Trust Mortgage Loan
Noteholder (provided that a Santa Anita Non-Trust Mortgage Loan Change of
Control Event has not occurred) may request that earthquake insurance be secured
for the Santa Anita Mortgaged Property, (b) the Class BA Directing
Certificateholder (provided that a Class BA Change of Control Event has not
occurred) may request that earthquake insurance be secured for the Bank of
America Mortgaged Property and (c) the Class SU Directing Certificateholder
(provided that a Class SU Change of Control Event has not occurred) may request
that earthquake insurance be secured for the Sheraton Universal Mortgaged
Property, in each case 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. Subject to Section 3.17(a), the Special Servicer,
in accordance with the Servicing Standard, shall also cause to be maintained for
each Administered REO Property no less insurance coverage than was previously
required of the Mortgagor under the related Mortgage; provided that such
insurance is available at commercially reasonable rates and the subject hazards
are at the time commonly insured against by prudent owners of properties similar
to the subject Administered REO Property located in or around the region in
which such Administered REO Property is located (or, in the case of all-risk
insurance or other insurance that covers acts of terrorism, such insurance is
available at a commercially reasonable rate or the subject hazards are at the
time commonly insured against for properties similar to the subject Administered
REO Property located in or around the region in which such Administered REO
Property is located); and provided, further, that all such insurance shall be
obtained from Qualified Insurers that shall have a "claims paying ability" or
"financial strength" rating, as applicable, of at least "A" from S&P and "A2"
from Moody's (or, in the case of either Rating Agency, such lower rating as will
not result in an Adverse Rating Event, as evidenced in writing by such Rating
Agency). All such insurance policies shall contain (if they insure against loss
to property and do not relate to an REO Property) a "standard" mortgagee clause,
with loss

                                     -155-
<PAGE>

payable to the Master Servicer (in the case of insurance maintained in respect
of Serviced Mortgage Loans, including Specially Serviced Mortgage Loans), and
shall be in the name of the Special Servicer (in the case of insurance
maintained in respect of Administered REO Properties), on behalf of the Trustee;
and, in each case, such insurance shall be issued by a Qualified Insurer.

         Any amounts collected by the Master Servicer or the Special Servicer
under any such policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or REO Property or amounts to be
released to the related Mortgagor, in each case subject to the rights of any
tenants and ground lessors, as the case may be, and in each case in accordance
with the terms of the related Mortgage and the Servicing Standard) shall be
deposited in the applicable Custodial Account in accordance with Section 3.04(a)
or 3.04A(a), as applicable, in the case of amounts received in respect of a
Serviced Mortgage Loan, or in the applicable REO Account in accordance with
Section 3.16(b), in the case of amounts received in respect of an Administered
REO Property. Any cost incurred by the Master Servicer or the Special Servicer
in maintaining any such insurance (including any earthquake insurance maintained
at the request of a Controlling Class Certificateholder, a Directing
Certificateholder or the Santa Anita Non-Trust Mortgage Loan Noteholder) shall
not, for purposes hereof, including calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Mortgage Loan(s) or REO Mortgage Loan(s), 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 Serviced Mortgage Loans and/or Administered
REO Properties that it is required to service and administer, then, to the
extent such policy (i) is obtained from a Qualified Insurer having (or whose
obligations are guaranteed or backed, in writing, by an entity having) a "claims
paying ability" or "financial strength" rating, as applicable, of at least "A"
from S&P and "A3" from Moody's (if then rated by Moody's, and if not then rated
by Moody's, then a rating of "A:IX" or better by A.M. Best's Key Rating Guide or
an equivalent rating to a rating of "A3" from Moody's by at least one nationally
recognized statistical rating agency besides S&P) (or, in the case of either
Rating Agency, such lower rating as will not result in an Adverse Rating Event,
as evidenced in writing by such Rating Agency), and (ii) provides protection
equivalent to the individual policies otherwise required, then the Master
Servicer or the Special Servicer, as the case may be, shall conclusively be
deemed to have satisfied its obligation to cause hazard insurance to be
maintained on the related Mortgaged Properties and/or subject Administered REO
Properties. Such blanket policy may contain a deductible clause (not in excess
of a customary amount), in which case the Master Servicer or the Special
Servicer, as appropriate, shall, if there shall not have been maintained on the
related Mortgaged Property or subject Administered REO Property an individual
hazard insurance policy complying with the requirements of Section 3.07(a), and
there shall have been one or more losses that would have been covered by such
individual policy, promptly deposit into the applicable Custodial Account from
its own funds the amount not otherwise payable under the blanket policy because
of the deductible clause therein, to the extent that any such deductible exceeds
the deductible limitation that pertained to the related Serviced Mortgage Loan
(or in the absence of any such deductible limitation, the deductible limitation
for an individual policy which is consistent with the Servicing Standard). The
Master Servicer or the Special Servicer, as appropriate, shall prepare and
present, on behalf of itself, the Trustee, the Certificateholders and, in the
case of the Santa Anita Mortgaged Property, the Santa Anita Non-Trust Mortgage
Loan Noteholder, claims under any such blanket policy in a timely fashion in
accordance with the terms of such policy.

                                     -156-
<PAGE>

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

         Subject to the third paragraph of this Section 3.07(c), each of the
Master Servicer and the Special Servicer shall at all times during the term of
this Agreement (or, in the case of the Special Servicer, at all times during the
term of this Agreement in which Specially Serviced Mortgage Loans and/or
Administered REO Properties are part of the Trust Fund) also keep in force with
Qualified Insurers having (or whose obligations are guaranteed or backed, in
writing, by entities having) a "claims paying ability" or "financial strength"
rating, as applicable, of at least "A" from S&P and "Baa3" from Moody's (or, if
not rated by Moody's, then at least "A:IX" by A.M. Best's Key Rating Guide) (or,
in the case of either Rating Agency, such lower rating as will not result in an
Adverse Rating Event, as evidenced in writing by such Rating Agency), a policy
or policies of insurance covering loss occasioned by the errors and omissions of
its officers, employees and agents in connection with its servicing obligations
hereunder, which policy or policies shall be in such form and amount as would
permit it to be a qualified Fannie Mae seller-servicer of multifamily mortgage
loans, or in such other form and amount as would not cause an Adverse Rating
Event (as evidenced in writing from each Rating Agency). Each of the Master
Servicer and the Special Servicer shall be deemed to have complied with the
foregoing provisions if an Affiliate thereof has such insurance and, by the
terms of such policy or policies, the coverage afforded thereunder extends to
the Master Servicer or the Special Servicer, as the case may be.

         Notwithstanding the foregoing, for so long as the long-term debt
obligations of the Master Servicer or Special Servicer, as the case may be, are
rated at least "A2" from Moody's (if then rated by Moody's, and if not then
rated by Moody's, then an equivalent rating by at least one additional
nationally recognized statistical rating agency besides S&P) and "A" from S&P
(or, in the case of either Rating Agency, such lower rating as will not result
in an Adverse Rating Event, as evidenced in writing by such Rating Agency), such
Person may self-insure with respect to the risks described in this Section
3.07(c).

         (d) In the event that either of the Master Servicer or the Special
Servicer has actual knowledge of any event (an "Insured Environmental Event")
giving rise to a claim under any Environmental Insurance Policy in respect of
any Environmentally Insured Mortgage Loan (other than, if applicable, the
Berkeley & Brown Trust Mortgage Loan) for which the Mortgagor has not filed a
claim or in respect of an Administered REO Property, the Master Servicer shall
notify the Special

                                     -157-
<PAGE>

Servicer if such Mortgage Loan is a Specially Serviced Mortgage Loan, and the
Special Servicer shall notify the Master Servicer in all cases. Upon becoming
aware of such Insured Environmental Event, the Master Servicer, in the case of a
Performing Serviced Mortgage Loan, and the Special Servicer, in the case of a
Specially Serviced Mortgage Loan or an Administered REO Property, in accordance
with the terms of such Environmental Insurance Policy and the Servicing
Standard, shall timely make a claim thereunder with the appropriate insurer and
shall take such other actions necessary under such Environmental Insurance
Policy in order to realize the full value thereof for the benefit of the
Certificateholders. With respect to each Environmental Insurance Policy in
respect of an Environmentally Insured Mortgage Loan (other than, if applicable,
the Berkeley & Brown Trust Mortgage Loan), the Master Servicer (in the case of
any such Mortgage Loan that is a Performing Serviced Mortgage Loan) and the
Special Servicer (in the case of any such Mortgage Loan that is a Specially
Serviced Mortgage Loan or in the case of an Administered REO Property) shall
each review and familiarize itself with the terms and conditions relating to
enforcement of claims and shall, in the event the Master Servicer or the Special
Servicer has actual knowledge of an Insured Environmental Event giving rise to a
claim under such policy, monitor the dates by which any claim must be made or
any action must be taken under such policy to realize the full value thereof for
the benefit of the Certificateholders.

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

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

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

                                     -158-
<PAGE>

         SECTION 3.08. Enforcement of Alienation Clauses.

         (a) If, with respect to any Performing Serviced Mortgage Loan, the
Master Servicer receives a request from a Mortgagor regarding the transfer of
the related Mortgaged Property to, and assumption of such Mortgage Loan by,
another Person or transfers of certain interests in such Mortgagor, then the
Master Servicer shall promptly obtain relevant information for purposes of
evaluating such request. If the Master Servicer determines, consistent with the
Servicing Standard, to approve such transfer and/or assumption, then the Master
Servicer shall promptly provide to the Special Servicer 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 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; provided, that
any grant of consent on the part of the Special Servicer shall be subject to
Section 3.08(d) and, further, to the Special Servicer obtaining any consent to
the extent required pursuant to Section 6.11, Section 6.11A, Section 6.11B
and/or Section 6.11C, in each case if and as applicable. 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 Serviced Mortgage Loan
by, another Person, the Master Servicer (subject to Section 3.08(d) shall be
authorized to enter into an assumption or substitution agreement with the
Person, which shall be a Single Purpose Entity, to whom the related Mortgaged
Property has been or is proposed to be conveyed and/or release the original
Mortgagor from liability under such Serviced Mortgage Loan and substitute as
obligor thereunder the Person to whom the related Mortgaged Property has been or
is proposed to be conveyed; provided, however, that the Master Servicer shall
not enter into any such agreement to the extent that any terms thereof would
result in an Adverse REMIC Event or Adverse Grantor Trust Event or create any
lien on a Mortgaged Property that is senior to, or on parity with, the lien of
the related Mortgage. The Master Servicer shall notify the Trustee, the Special
Servicer, each Rating Agency, the Controlling Class Representative and, in the
case of the Santa Anita Loan Pair, the Santa Anita Non-Trust Mortgage Loan
Noteholder and, in the case of the Bank of America Trust Mortgage Loan and the
Sheraton Universal Trust Mortgage Loan, the related Directing Certificateholder,
of any assumption or substitution agreement executed pursuant to this Section
3.08(a) and shall forward thereto a copy of such agreement together with a
Review Package. Subject to the terms of the related loan documents, no
assumption of a Cross-Collateralized Mortgage Loan shall be made without the
assumption of all other Trust Mortgage Loans making up the related
Cross-Collateralized Group. Further, subject to the terms of the related loan
documents and applicable law, no assumption of a Serviced Mortgage Loan shall be
made or transfer of interest in a Mortgagor approved, unless all costs in
connection therewith, including any arising from seeking Rating Agency
confirmation, are paid by the related Mortgagor.

         If any Performing Serviced Mortgage Loan contains express restrictions
on transfers of the related Mortgaged Property and/or transfers of interests in
the related Mortgagor, and if any such proposed transfer has not been approved
pursuant to the preceding paragraph, then the Master Servicer, on behalf of the
Trustee (as mortgagee of record on behalf of the Certificateholders and, in the
case of the Santa Anita Mortgaged Property, the Santa Anita Non-Trust Mortgage
Loan Noteholder) shall, to the extent permitted by applicable law, enforce such
restrictions, unless the Master Servicer has determined,

                                     -159-

<PAGE>

in its reasonable, good faith judgment, that failure to waive such restrictions
would be a violation of the Servicing Standard (as evidenced by an Officer's
Certificate setting forth the basis for such determination delivered, together
with a Review Package in respect thereof, to the Trustee, each Rating Agency,
the Controlling Class Representative and, with respect to the Santa Anita Loan
Pair, the Santa Anita Non-Trust Mortgage Loan Noteholder and, with respect to
the Bank of America Trust Mortgage Loan and the Sheraton Universal Trust
Mortgage Loan, the related Directing Certificateholder); provided that any such
waiver of such restrictions shall be subject to Section 3.08(d) and Section
6.11, Section 6.11A, Section 6.11B and/or Section 6.11C, in each case if and as
applicable.

         (b) If, with respect to a Specially Serviced Mortgage Loan, the Master
Servicer receives a request from a Mortgagor for consent to a transfer of the
related Mortgaged Property (other than the Berkeley & Brown Mortgaged
Properties) and assumption of such Specially Serviced Mortgage Loan and/or
consent to a transfer of interests in the related Mortgagor, the Master Servicer
shall immediately notify the Special Servicer of such request and deliver to the
Special Servicer any documents that the Master Servicer shall have received
regarding the proposed transfer and assumption. Subject to Section 3.08(d) and
Section 6.11, Section 6.11A, Section 6.11B and/or Section 6.11C, in each case if
and as applicable, the Special Servicer shall determine whether to grant such
consent or to enforce any restrictions on such transfer and/or assumption
contained in the related loan documents, in accordance with the Servicing
Standard.

         Upon consent by the Special Servicer to any proposed transfer of a
Mortgaged Property and assumption by the proposed transferee of the related
Serviced Mortgage Loan pursuant to this Section 3.08(b), the Special Servicer
shall process the request of the related Mortgagor for such transfer and
assumption and shall be authorized to enter into an assumption or substitution
agreement with the Person, which shall be a Single Purpose Entity, to whom the
related Mortgaged Property has been or is proposed to be conveyed and/or release
the original Mortgagor from liability under the related Serviced Mortgage Loan
and substitute as obligor thereunder the Person to whom the related Mortgaged
Property has been or is proposed to be conveyed; provided, however, that the
Special Servicer shall not enter into any such agreement to the extent that any
terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust
Event or create any lien on a Mortgaged Property that is senior to, or on parity
with, the lien of the related Mortgage. The Special Servicer shall notify the
Trustee, the Master Servicer, each Rating Agency, the Controlling Class
Representative and, with respect to the Santa Anita Loan Pair, the Santa Anita
Non-Trust Mortgage Loan Noteholder and, with respect to the Bank of America
Trust Mortgage Loan and the Sheraton Universal Trust Mortgage Loan, the related
Directing Certificateholder), of any assumption or substitution agreement
executed pursuant to this Section 3.08(b) and shall forward thereto a copy of
such agreement. Subject to the terms of the related loan documents, no
assumption of a Cross-Collateralized Mortgage Loan shall be made without the
assumption of all other Trust Mortgage Loans making up the related
Cross-Collateralized Group. Further, subject to the terms of the related loan
documents and applicable law, no assumption of a Serviced Mortgage Loan shall be
made unless all costs in connection therewith, including any arising from
seeking Rating Agency confirmation, are paid by the related Mortgagor.

         (c) If, with respect to a Performing Serviced Mortgage Loan, the Master
Servicer receives a request from the Mortgagor regarding a further encumbrance
of the related Mortgaged Property or of an interest in the related Mortgagor,
then the Master Servicer shall promptly obtain relevant information for purposes
of evaluating such request. If the Master Servicer determines, consistent with
the Servicing Standard, to approve such further encumbrance, then the Master
Servicer

                                     -160-
<PAGE>

shall provide to the Special Servicer a written copy of such recommendation
(which shall include the reason therefor) and the materials upon which such
recommendation is based. The Special Servicer shall have the right hereunder,
within 15 days of receipt of such recommendation and supporting materials and
any other materials reasonably requested by the Special Servicer, to reasonably
withhold or, subject to Section 3.08(d) and, further, to the Special Servicer
obtaining any consent to the extent required pursuant to Section 6.11, Section
6.11A, Section 6.11B and/or Section 6.11C, in each case if and as applicable,
grant consent to any such request for such further encumbrance of the related
Mortgaged Property or of an interest in the related Mortgagor, as applicable, in
accordance with the terms of such Mortgage Loan and this Agreement and subject
to the Servicing Standard. If the Special Servicer does not respond within such
15-day period, such party's consent shall be deemed granted. If the Special
Servicer consents or is deemed to have consented to such further encumbrance of
the related Mortgaged Property or of an interest in the related Mortgagor, as
applicable, the Master Servicer shall process such request of the related
Mortgagor. If the Special Servicer does not consent to, and is not deemed to
have consented to, such further encumbrance, then the Master Servicer, on behalf
of the Trustee (as mortgagee of record on behalf of the Certificateholders and,
in the case of the Santa Anita Mortgaged Property, the Santa Anita Non-Trust
Mortgage Loan Noteholder) shall, to the extent permitted by applicable law,
enforce the restrictions contained in the related loan documents on further
encumbrances of the related Mortgaged Property and/or of an interest in the
related Mortgagor, as applicable, unless the Master Servicer has determined, in
its reasonable, good faith judgment, that failure to waive such restrictions
would be a violation of the Servicing Standard (as evidenced by an Officer's
Certificate setting forth the basis for such determination delivered to the
Trustee and the Special Servicer, each Rating Agency and, with respect to the
Santa Anita Loan Pair, the Santa Anita Non-Trust Mortgage Loan Noteholder and,
with respect to the Bank of America Trust Mortgage Loan and the Sheraton
Universal Trust Mortgage Loan, the related Directing Certificateholder);
provided that any such waiver of such restrictions shall be subject to Section
3.08(d) and Section 6.11, Section 6.11A, Section 6.11B and/or Section 6.11C, in
each case if and as applicable. To the extent permitted by the applicable loan
documents and applicable law, the Master Servicer may charge the related
Mortgagor (and retain to the extent permitted under Section 3.11) a fee in
connection with any enforcement or waiver contemplated in this paragraph of
subsection (c).

         With respect to any Specially Serviced Mortgage Loan, the Special
Servicer, on behalf of the Trustee (as mortgagee of record on behalf of the
Certificateholders and, in the case of the Santa Anita Mortgaged Property, the
Santa Anita Non-Trust Mortgage Loan Noteholder) shall, to the extent permitted
by applicable law, enforce the restrictions contained in the related loan
documents on further encumbrances of the related Mortgaged Property and/or of
interests in the related Mortgagor, as applicable, and shall process all
documentation in connection therewith, unless the Special Servicer has
determined, in its reasonable, good faith judgment, that waiver of such
restrictions would be in accordance with the Servicing Standard (as evidenced by
an Officer's Certificate setting forth the basis for such determination
delivered to the Trustee, the Master Servicer, each Rating Agency and, with
respect to the Santa Anita Loan Pair, the Santa Anita Non-Trust Mortgage Loan
Noteholder and, with respect to the Bank of America Trust Mortgage Loan and the
Sheraton Universal Trust Mortgage Loan, the related Directing
Certificateholder); provided that any such waiver of such restrictions shall be
subject to Section 3.08(d) and Section 6.11, Section 6.11A, Section 6.11B and/or
Section 6.11C, in each case if and as applicable. To the extent permitted by the
applicable loan documents and applicable law, the Special Servicer may charge
the related Mortgagor (and retain to the extent permitted under Section 3.11) a
fee in connection with any enforcement or waiver contemplated in this paragraph
of subsection (c).

                                     -161-
<PAGE>

         (d) Notwithstanding anything to the contrary contained in this Section
3.08, but subject to the related loan documents and applicable law, (A) (i) if
the then unpaid principal balance of the subject Serviced Trust Mortgage Loan is
at least equal to $20,000,000, then neither the Master Servicer nor the Special
Servicer shall waive any restrictions contained in the related Mortgage on
transfers of the related Mortgaged Property or on transfers of interests in the
related Mortgagor, and (ii) if (w) the then unpaid principal balance of the
subject Serviced Trust Mortgage Loan is at least equal to 2% of the then
aggregate principal balance of the Mortgage Pool or (x) the subject Serviced
Trust Mortgage Loan is then one of the ten largest Trust Mortgage Loans in the
Mortgage Pool or (y) the aggregate loan-to-value ratio of the subject Serviced
Trust Mortgage Loan (together with any additional loans that would further
encumber the related Mortgaged Property and/or interests in the related
Mortgagor) would be equal to or greater than 85% or (z) the aggregate debt
service coverage ratio of the related Mortgaged Property (taking into account
any additional loans that would further encumber the related Mortgaged Property)
and/or interests in the related Mortgagor would be less than 1.20x, then the
Special Servicer shall not waive any restrictions contained in the related
Mortgage on further encumbrances of the related Mortgaged Property or of
interests in the related Mortgagor, unless, in the case of either (i) or (ii)
above, the Special Servicer or the Master Servicer, as the case may be, shall
have received prior written confirmation from S&P that such action would not
result in an Adverse Rating Event, and (B) if the subject Serviced Trust
Mortgage Loan is then one of the ten largest Trust Mortgage Loans in the
Mortgage Pool, then neither the Master Servicer nor the Special Servicer, as
applicable, shall waive any restrictions contained in the related Mortgage on
transfers or further encumbrances of the related Mortgaged Property or on
transfers of interests in the related Mortgagor, unless the Master Servicer or
the Special Servicer, as the case may be, shall have received prior written
confirmation from Moody's that such action would not result in an Adverse Rating
Event. Neither the Master Servicer nor the Special Servicer has the authority to
perform any of the actions set forth above in this paragraph with respect to the
Berkeley & Brown Trust Mortgage Loan. In connection with any request for rating
confirmation from a Rating Agency pursuant to this Section 3.08(d), the Master
Servicer or the Special Servicer, as the case may be, shall deliver a Review
Package to such Rating Agency. Further, subject to the terms of the related loan
documents and applicable law, no waiver of a restriction contained in the
related Mortgage on transfers of the related Mortgaged Property or interests in
the related Mortgagor or on further encumbrances thereof may be waived by the
Master Servicer or the Special Servicer, as applicable, unless all costs in
connection therewith, including any arising from seeking Rating Agency
confirmation, are paid by the related Mortgagor. To the extent not collected
from the related Mortgagor (or from the Depositor or the UBS Mortgage Loan
Seller pursuant to Section 2.03(e)), any rating agency charges in connection
with the foregoing shall be paid by the Master Servicer as a Servicing Advance.

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

         (a) The Special Servicer shall, subject to Sections 3.09(b), 3.09(c),
3.09(d), 6.11, 6.11A, 6.11B and 6.11C, exercise reasonable efforts, consistent
with the Servicing Standard, to foreclose upon or otherwise comparably convert
the ownership of properties securing such of the Specially Serviced Mortgage
Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments, including
pursuant to Section 3.20; provided that neither the Master Servicer nor the
Special Servicer shall, with respect to any Serviced Mortgage Loan that
constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any
enforcement action with respect to the payment of Additional Interest (other
than the making of requests for its collection) unless (i) the taking of an
enforcement action with respect to the payment of other

                                     -162-
<PAGE>

amounts due under such ARD Mortgage Loan is, in the good faith and reasonable
judgment of the Special Servicer, necessary, appropriate and consistent with the
Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan
have been paid, the payment of such Additional Interest has not been forgiven in
accordance with Section 3.20 and, in the good faith and reasonable judgment of
the Special Servicer, the Liquidation Proceeds expected to be recovered in
connection with such enforcement action will cover the anticipated costs of such
enforcement action and, if applicable, any associated interest accrued on
Advances. Subject to Section 3.11(h), the Special Servicer shall request that
the Master Servicer advance all costs and expenses incurred by it in any such
proceedings, and the Master Servicer shall be entitled to reimbursement therefor
as provided in Section 3.05(a) or Section 3.05A, as applicable. The Special
Servicer shall be responsible, consistent with the Servicing Standard, for
determining whether to exercise any rights it may have under the
cross-collateralization and/or cross-default provisions of a
Cross-Collateralized Mortgage Loan. Nothing contained in this Section 3.09 shall
be construed so as to require the Special Servicer, on behalf of the
Certificateholders and, in the case of the Santa Anita Mortgaged Property, on
behalf of the Santa Anita Non-Trust Mortgage Loan Noteholder, to make a bid on
any Mortgaged Property at a foreclosure sale or similar proceeding that is in
excess of the fair market value of such property, as determined by the Special
Servicer in its reasonable and good faith judgment taking into account the
factors described in Section 3.18 and the results of any appraisal obtained as
provided below in this Section 3.09, all such bids to be made in a manner
consistent with the Servicing Standard.

         If and when the Master Servicer or the Special Servicer deems it
necessary and prudent for purposes of establishing the fair market value of any
Mortgaged Property securing a Specially Serviced Mortgage Loan, whether for
purposes of bidding at foreclosure or otherwise, it may have an appraisal
performed with respect to such property by an Independent Appraiser or other
expert in real estate matters, which appraisal shall take into account the
factors specified in Section 3.18, and the cost of which appraisal shall be
covered by, and be reimbursable as, a Servicing Advance; provided that if the
Master Servicer intends to obtain an appraisal in connection with the foregoing,
the Master Servicer shall so notify the Special Servicer and consult with the
Special Servicer regarding such appraisal.

         If any Serviced Mortgage Loan becomes a Required Appraisal Loan, then
the Special Servicer shall (i) obtain or conduct, as applicable, a Required
Appraisal within 60 days of such Serviced Mortgage Loan's becoming a Required
Appraisal Loan (unless a Required Appraisal was obtained or conducted, as
applicable, with respect to such Required Appraisal Loan within the prior 12
months and the Special Servicer reasonably believes, in accordance with the
Servicing Standard, that no material change has subsequently occurred with
respect to the related Mortgaged Property that would draw into question the
applicability of such Required Appraisal) and (ii) obtain or conduct, as
applicable, an update of the most recent Required Appraisal approximately 12
months following the most recent Required Appraisal or subsequent update thereof
for so long as such Serviced Mortgage Loan or any successor REO Mortgage Loan
with respect thereto, as the case may be, remains a Required Appraisal Loan. The
Special Servicer shall deliver copies of all such Required Appraisals and
updated Required Appraisals to the Trustee, the Master Servicer and, in the case
of a Mortgaged Property relating to the Santa Anita Loan Pair, the Santa Anita
Non-Trust Mortgage Loan Noteholder, in each such case, promptly following the
Special Servicer's receipt of the subject appraisal, and, upon request, to the
Controlling Class Representative and, in the case of the Bank of America Trust
Mortgage Loan and the Sheraton Universal Trust Mortgage Loan, to the related
Directing Certificateholder. Based on each such Required Appraisal and updated
Required Appraisal, the Special Servicer shall calculate and notify the Trustee,
the Master Servicer, the Controlling Class Representative, any related Directing

                                     -163-
<PAGE>

Certificateholder and, in the case of the Santa Anita Loan Pair, the Santa Anita
Non-Trust Mortgage Loan Noteholder, of any resulting Appraisal Reduction Amount
in respect of the subject Required Appraisal Loan. Such calculations by the
Special Servicer shall be subject to review and confirmation by the Master
Servicer, provided that the Master Servicer may rely on any information provided
by the Special Servicer. The Master Servicer shall, at the direction of the
Special Servicer, advance the cost of each such Required Appraisal and updated
Required Appraisal; provided, however, that such expense will be subject to
reimbursement to the Master Servicer as a Servicing Advance out of the related
Custodial Account pursuant to Section 3.05(a) or Section 3.05A, as applicable.
At any time that an Appraisal Reduction Amount exists with respect to any
Required Appraisal Loan, the Controlling Class Representative or, in the case of
the Bank of America Trust Mortgage Loan and the Sheraton Universal Trust
Mortgage Loan, the related Directing Certificateholder 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 or the related
Directing Certificateholder, as applicable, the Special Servicer shall
recalculate the Appraisal Reduction Amount in respect of such Required Appraisal
Loan based on the appraisal delivered by such party and shall notify the
Trustee, the Master Servicer, the Controlling Class Representative and, in the
case of the Bank of America Trust Mortgage Loan and the Sheraton Universal Trust
Mortgage Loan, the related Directing Certificateholder of such recalculated
Appraisal Reduction Amount.

         (b) Notwithstanding any other provision of this Agreement, no Mortgaged
Property shall be acquired by the Special Servicer on behalf of the
Certificateholders (and, in the case of the Santa Anita Mortgaged Property, the
Santa Anita Non-Trust Mortgage Loan Noteholder) under such circumstances, in
such manner or pursuant to such terms as would, in the reasonable, good faith
judgment of the Special Servicer (exercised in accordance with the Servicing
Standard), (i) cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code (unless the
portion of such Mortgaged Property that is not treated as "foreclosure property"
and that is held by REMIC I at any given time constitutes not more than a de
minimis amount of the assets of REMIC I, within the meaning of Treasury
regulations section 1.860D-1(b)(3)(i) and (ii)), or (ii) except as permitted by
Section 3.17(a), subject the Trust Fund to the imposition of any federal income
taxes under the Code. Subject to the foregoing, however, a Mortgaged Property
may be acquired through a single member limited liability company if the Special
Servicer determines that such an action is appropriate to protect the Trust and,
in the case of the Santa Anita Mortgaged Property, the Santa Anita Non-Trust
Mortgage Loan Noteholder from potential liability.

         In addition, the Special Servicer shall not acquire any personal
property pursuant to this Section 3.09 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.

                                     -164-
<PAGE>

         (c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Master Servicer nor the Special Servicer shall, on behalf of the
Trustee (and, in the case of the Santa Anita Mortgaged Property, on behalf of
the Santa Anita Non-Trust Mortgage Loan Noteholder), obtain title to a Mortgaged
Property by foreclosure, deed in lieu of foreclosure or otherwise, or take any
other action with respect to any Mortgaged Property, if, as a result of any such
action, the Trustee, on behalf of the Certificateholders (and, in the case of
the Santa Anita Mortgaged Property, on behalf of the Santa Anita Non-Trust
Mortgage Loan Noteholder), could, in the reasonable, good faith judgment of the
Special Servicer, exercised in accordance with the Servicing Standard, be
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an
"owner" or "operator" of such Mortgaged Property within the meaning of CERCLA or
any comparable law (a "potentially responsible party"), unless such action is
consistent with Section 6.11, Section 6.11A, Section 6.11B and/or Section 6.11C,
in each case if and as applicable, and the Special Servicer has previously
determined (as evidenced by an Officer's Certificate to such effect delivered to
the Trustee (and, in the case of the Santa Anita Mortgaged Property, to the
Santa Anita Non-Trust Mortgage 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 the Santa Anita Mortgaged Property, the Santa Anita
Non-Trust Mortgage Loan Noteholder), that:

             (i) the Mortgaged Property is in compliance with applicable
   environmental laws and regulations or, if not, that it would (taking into
   account the coverage provided under any related Environmental Insurance
   Policy) maximize the recovery on the related Serviced Mortgage Loan to the
   Certificateholders (or, if the Santa Anita Loan Pair is involved, to the
   Certificateholders and the Santa Anita Non-Trust Mortgage Loan Noteholder),
   as a collective whole, on a present value basis (the relevant discounting of
   anticipated collections that will be distributable to Certificateholders (or,
   if the Santa Anita Loan Pair is involved, to the Certificateholders and the
   Santa Anita Non-Trust Mortgage Loan Noteholder), as a collective whole, to be
   performed at the related Mortgage Rate(s)) to acquire title to or possession
   of the Mortgaged Property and to take such actions as are necessary to bring
   the Mortgaged Property into compliance therewith in all material respects;
   and

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

                                     -165-
<PAGE>

         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
Section 3.05A, as applicable (or, in the case of the Santa Anita Loan Pair, to
the extent the funds in the Santa Anita Custodial Account are insufficient,
shall be advanced by the Master Servicer, subject to Section 3.11(h).

         (d) If the environmental testing contemplated by Section 3.09(c) above
establishes that any of the conditions set forth in clauses (i) and (ii) of the
first sentence thereof has not been satisfied with respect to any Mortgaged
Property securing a defaulted Serviced Mortgage Loan, the Special Servicer shall
take such action as is in accordance with the Servicing Standard (other than
proceeding against the Mortgaged Property). At such time as it deems
appropriate, the Special Servicer may, on behalf of the Trust (and, if the Santa
Anita Non-Trust Mortgage Loan is affected, the Santa Anita Non-Trust Mortgage
Loan Noteholder), subject to Section 6.11, Section 6.11A, Section 6.11B and/or
Section 6.11C, in each case if and as applicable, release all or a portion of
such Mortgaged Property from the lien of the related Mortgage.

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

         (f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, with respect to any defaulted Serviced
Mortgage Loan, the advisability of seeking to obtain a deficiency judgment if
the state in which the Mortgaged Property is located and the terms of the
affected Serviced Mortgage Loan permit such an action, and shall, in accordance
with the Servicing Standard, seek such deficiency judgment if it deems advisable
(the cost of which undertaking shall be covered by, and be reimbursable as, a
Servicing Advance).

         (g) The Master Servicer shall, with the reasonable cooperation of the
Special Servicer, prepare and file information returns with respect to the
receipt of mortgage interest received with respect to any Mortgaged Property
(other than the Berkeley & Brown Mortgaged Properties) required by Section 6050H
of the Code and the reports of foreclosures and abandonments of any Mortgaged
Property (other than the Berkeley & Brown Mortgaged Properties) and the
information returns relating to cancellation of indebtedness income with respect
to any Mortgaged Property required

                                     -166-
<PAGE>

by Sections 6050J and 6050P of the Code. Such reports shall be in form and
substance sufficient to meet the reporting requirements imposed by Sections
6050H, 6050J and 6050P of the Code.

         (h) As soon as the Special Servicer makes a Final Recovery
Determination with respect to any Serviced Mortgage Loan or Administered REO
Property, it shall promptly notify the Trustee, the Master Servicer and, if the
Santa Anita Loan Pair is affected, the Santa Anita Non-Trust Mortgage Loan
Noteholder. The Special Servicer shall maintain accurate records, prepared by a
Servicing Officer, of each such Final Recovery Determination (if any) and the
basis thereof. Each such Final Recovery Determination (if any) shall be
evidenced by an Officer's Certificate delivered to the Trustee, the Master
Servicer and, if the Santa Anita Loan Pair is affected, the Santa Anita
Non-Trust Mortgage Loan Noteholder, no later than the seventh Business Day
following such Final Recovery Determination.

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

         (a) Upon the payment in full of any Serviced Mortgage Loan, or the
receipt by the Master Servicer or the Special Servicer of a notification that
payment in full shall be escrowed in a manner customary for such purposes, the
Master Servicer or the Special Servicer shall promptly notify the Trustee (and,
in the case of the Santa Anita Non-Trust Mortgage Loan, the Santa Anita
Non-Trust Mortgage Loan Noteholder) by a certification (which certification
shall be in the form of a Request for Release in the form of Exhibit D-1
attached hereto and shall be accompanied by the form of a release or discharge
and shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the applicable Custodial Account pursuant to Section 3.04(a) or Section
3.04A(a), as applicable, have been or will be so deposited) of a Servicing
Officer (a copy of which certification shall be delivered to the Special
Servicer) and shall request delivery to it of the related Mortgage File and, in
the case of the Santa Anita Non-Trust Mortgage Loan, the original of the
Mortgage Note for the Santa Anita Non-Trust Mortgage Loan. Upon receipt of such
certification and request, the Trustee shall release, or cause any related
Custodian to release, the related Mortgage File (and, in the case of the Santa
Anita Non-Trust Mortgage Loan, the Trustee shall cause the Santa Anita Non-Trust
Mortgage Loan Noteholder to release the Mortgage Note for the Santa Anita
Non-Trust Mortgage Loan) to the Master Servicer or Special Servicer and shall
deliver to the Master Servicer or Special Servicer, as applicable, such release
or discharge, duly executed. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
Collection Account or any Custodial Account.

         (b) If from time to time, and as appropriate for servicing or
foreclosure of any Serviced Mortgage Loan, the Master Servicer or the Special
Servicer shall otherwise require any Mortgage File (or any portion thereof) (or
the original of the Mortgage Note for the Santa Anita Non-Trust Mortgage Loan),
the Trustee, upon request of the Master Servicer and receipt from the Master
Servicer of a Request for Release in the form of Exhibit D-1 attached hereto
signed by a Servicing Officer thereof, or upon request of the Special Servicer
and receipt from the Special Servicer of a Request for Release in the form of
Exhibit D-2 attached hereto, shall release, or cause any related Custodian to
release, such Mortgage File (or such portion thereof) (and, in the case of the
Santa Anita Non-Trust Mortgage Loan, the Trustee shall cause the Santa Anita
Non-Trust Mortgage Loan Noteholder to release the original of the Mortgage Note
for the Santa Anita Non-Trust Mortgage Loan) to the Master Servicer or the
Special Servicer, as the case may be. Upon return of such Mortgage File (or such
portion thereof) to the Trustee or related Custodian (and, if applicable, such
original Mortgage

                                     -167-
<PAGE>

Note for the Santa Anita Non-Trust Mortgage Loan to the Santa Anita Non-Trust
Mortgage Loan Noteholder), or the delivery to the Trustee (and, if applicable,
to the Santa Anita Non-Trust Mortgage Loan Noteholder) of a certificate of a
Servicing Officer of the Special Servicer stating that such Serviced Mortgage
Loan was liquidated and that all amounts received or to be received in
connection with such liquidation that are required to be deposited into the
related Custodial Account pursuant to Section 3.04(a) or Section 3.04A(a), as
applicable, have been or will be so deposited, or that the related Mortgaged
Property has become an REO Property, the Request for Release shall be released
by the Trustee or related Custodian to the Master Servicer or the Special
Servicer, as applicable.

         (c) Within seven Business Days (or within such shorter period (but no
less than three Business Days) as execution and delivery can reasonably be
accomplished if the Special Servicer notifies the Trustee (and, in the case of
the Santa Anita Loan Pair, the Santa Anita Non-Trust Mortgage Loan Noteholder)
of an exigency) of the Special Servicer's request therefor, the Trustee shall
execute and deliver to the Special Servicer (or the Special Servicer may execute
and deliver in the name of the Trustee (on behalf of the Certificateholders and,
in the case of the Santa Anita Mortgaged Property, the Santa Anita Non-Trust
Mortgage Loan Noteholder) based on a limited power of attorney issued in favor
of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to
the Trustee, with respect to any Serviced Mortgage Loan, any court pleadings,
requests for trustee's sale or other documents stated by the Special Servicer to
be reasonably necessary to the foreclosure or trustee's sale in respect of the
related Mortgaged Property or to any legal action brought to obtain judgment
against any Mortgagor on the related Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
related Mortgage Note or Mortgage or otherwise available at law or in equity or
to defend any legal action or counterclaim filed against the Trust Fund, the
Master Servicer, the Special Servicer or, if applicable, the Santa Anita
Non-Trust Mortgage Loan Noteholder. Together with such documents or pleadings,
the Special Servicer shall deliver to the Trustee (and, if applicable, the Santa
Anita Non-Trust Mortgage Loan Noteholder) a certificate of a Servicing Officer
requesting that such pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings are required and that
the execution and delivery thereof by the Trustee (on behalf of the
Certificateholders and, in the case of the Santa Anita Loan Pair, also on behalf
of the Santa Anita Non-Trust Mortgage Loan Noteholder) will not invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale. Notwithstanding
anything contained herein to the contrary, neither the Master Servicer nor the
Special Servicer shall, without the Trustee's written consent: (i) initiate any
action, suit or proceeding solely under the Trustee's name without indicating
the Master Servicer's or Special Servicer's, as applicable, representative
capacity, or (ii) take any action with the intent to cause, and that actually
causes, the Trustee to be registered to do business in any state.

         (d) If from time to time, pursuant to the terms of the Berkeley & Brown
Co-Lender Agreement and the Berkeley & Brown Servicing Agreement, and as
appropriate for enforcing the terms of the Berkeley & Brown Trust Mortgage Loan,
any Berkeley & Brown Servicer or the holder of the Berkeley & Brown Pari Passu
Non-Trust Mortgage Loan A1 requests delivery to it of the original Mortgage Note
for the Berkeley & Brown Trust Mortgage Loan, then the Trustee shall release or
cause the release of such original Mortgage Note to the requesting party or its
designee. In connection with the release of the original Mortgage Note for the
Berkeley & Brown Trust Mortgage Loan in accordance with the preceding sentence,
the Trustee shall obtain such documentation as is appropriate to evidence the
holding by such Berkeley & Brown Servicer or such holder of such original
Mortgage Note as custodian on behalf of and for the benefit of the Trustee.

                                     -168-
<PAGE>

         SECTION 3.11. Servicing Compensation; Payment of Expenses; Certain
                       Matters Regarding Servicing Advances.

         (a) As compensation for its activities hereunder, the Master Servicer
shall be entitled to receive the Master Servicing Fee with respect to each Trust
Mortgage Loan, including the Berkeley & Brown Trust Mortgage Loan and each
Specially Serviced Trust Mortgage Loan, and each REO Trust Mortgage Loan. As to
each Trust Mortgage Loan and REO Trust Mortgage Loan, the Master Servicing Fee
shall: (i) accrue from time to time at the related Master Servicing Fee Rate on
the same principal amount as interest accrues from time to time on such Mortgage
Loan or is deemed to accrue from time to time on such REO Mortgage Loan; and
(ii) be calculated on a 30/360 Basis (or, in the event that a Principal
Prepayment in full or other Liquidation Event shall occur with respect to any
such Mortgage Loan or REO Mortgage Loan on a date that is not a Due Date, on the
basis of the actual number of days to elapse from and including the most
recently preceding related Due Date to but excluding the date of such Principal
Prepayment or Liquidation Event in a month consisting of 30 days); provided
that, with respect to that portion of the principal amount of the Bank of
America Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto described in clause (i) of this sentence that is represented by
the Class BA Certificates, and with respect to that portion of the principal
amount of the Sheraton Universal Trust Mortgage Loan or any successor REO Trust
Mortgage Loan described in clause (i) of this sentence that is represented by
the Class SU Certificates, the related Master Servicing Fee shall accrue on an
Actual/360 Basis. The Master Servicing Fee with respect to any such Trust
Mortgage Loan or REO Trust Mortgage Loan shall cease to accrue if a Liquidation
Event occurs in respect thereof. Earned but unpaid Master Servicing Fees shall
be payable monthly, on a loan-by-loan basis, from payments of interest on each
such Trust Mortgage Loan and REO Revenues allocable as interest on each such REO
Trust Mortgage Loan. The Master Servicer shall be entitled to recover unpaid
Master Servicing Fees in respect of any such Trust Mortgage Loan or REO Trust
Mortgage Loan out of that portion of related Insurance Proceeds, Condemnation
Proceeds or Liquidation Proceeds allocable as recoveries of interest, to the
extent permitted by Section 3.05(a) or Section 3.05A, as applicable. The right
to receive the Master Servicing 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. No Master Servicing Fee
shall be calculated based upon or with respect to the Santa Anita Non-Trust
Mortgage Loan or any successor REO Mortgage Loan with respect thereto.

         (b) Additional master servicing compensation in the form of (i) Net
Default Charges, charges for beneficiary statements or demands, amounts
collected for checks returned for insufficient funds, and any similar fees
(excluding Prepayment Premiums and Yield Maintenance Charges), in each case to
the extent actually paid by a Mortgagor with respect to any Serviced Mortgage
Loan and accrued during the time that such Serviced Mortgage Loan was a
Performing Serviced Mortgage Loan, (ii) 100% of each modification fee or
extension fee actually paid by a Mortgagor with respect to a modification,
consent, extension, waiver or amendment agreed to by the Master Servicer
pursuant to Section 3.20(c) and 100% of any fee actually paid by a Mortgagor in
connection with a defeasance of a Serviced Mortgage Loan as contemplated under
Section 3.20(k), and (iii) with respect to any Performing Serviced Mortgage
Loan, 50% of any and all assumption fees and 100% of any and all assumption
application fees and other applicable fees, actually paid by a Mortgagor in
accordance with the related loan documents, with respect to any assumption or
substitution agreement entered into by the Master Servicer on behalf of the
Trust (or, in the case of the Santa Anita Loan Pair, on behalf of the Trust and
the Santa Anita Non-Trust Mortgage Loan Noteholder) pursuant to Section 3.08(a)
or paid by a Mortgagor with respect to any transfer of an interest in a
Mortgagor pursuant to Section 3.08(a), shall be retained by the

                                     -169-
<PAGE>

Master Servicer or promptly paid to the Master Servicer by the Special Servicer
and such additional master servicing compensation is not required to be
deposited in any Custodial Account. The Master Servicer shall also be entitled
to additional master servicing compensation in the form of (i) Prepayment
Interest Excesses Received by the Trust with respect to the Trust Mortgage
Loans; (ii) interest or other income earned on deposits in the Custodial
Accounts in accordance with Section 3.06(b) (but only to the extent of the Net
Investment Earnings, if any, with respect to such account for each Collection
Period); and (iii) to the extent not required to be paid to any Mortgagor under
applicable law, any interest or other income earned on deposits in the Servicing
Accounts, the Reserve Accounts and the Defeasance Deposit Account maintained
thereby (but only to the extent of the Net Investment Earnings, if any, with
respect to each such account for each Collection Period).

         With regard to the Berkeley & Brown Trust Mortgage Loan, as and to the
extent provided in the Berkeley & Brown Servicing Agreement, amounts in the
nature of the foregoing are payable to a Berkeley & Brown Servicer, with the
exception of Net Default Charges and Prepayment Interest Excesses, which are
payable to the Master Servicer and/or the Special Servicer, as and to the extent
provided in this Agreement.

         (c) As compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Special Servicing Fee with respect to each
Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an
Administered REO Property. With respect to each Specially Serviced Mortgage Loan
and each REO Mortgage Loan that relates to an Administered REO Property, for any
calendar month (or portion thereof), the Special Servicing Fee shall: (i) accrue
from time to time at the Special Servicing Fee Rate on the same principal amount
as interest accrues from time to time on such Mortgage Loan or is deemed to
accrue from time to time on such REO Mortgage Loan; and (ii) be calculated on a
30/360 Basis (or, in the event that a Principal Prepayment in full or other
Liquidation Event shall occur with respect to any Specially Serviced Mortgage
Loan or REO Mortgage Loan on a date that is not a Due Date, on the basis of the
actual number of days to elapse from and including the most recently preceding
related Due Date to but excluding the date of such Principal Prepayment or
Liquidation Event, in a month consisting of 30 days and, in the case of any
other partial period that does not run from one Due Date through and including
the day immediately preceding the next Due Date, on the basis of the actual
number of days in such period in a month consisting of 30 days); provided that
any Special Servicing Fee with respect to the Santa Anita Non-Trust Mortgage
Loan and any successor REO Trust Mortgage Loan with respect thereto shall accrue
on an Actual/360 Basis; and provided, further, that the Special Servicing Fee
with respect to each Specially Serviced Mortgage Loan and each REO Mortgage Loan
that relates to an Administered REO Property (or, in the case of the Santa Anita
Loan Pair in the event they constitute Specially Serviced Mortgage Loans or REO
Mortgage Loans, with respect to the entire Santa Anita Loan Pair) shall not be
less than $4,000 for any one-month period during which such Special Servicing
Fee accrues (or, in those cases where such Special Servicing Fee is accruing for
a partial period of less than one month, shall not be less than the prorated
portion of such $4,000 amount). The Special Servicing Fee with respect to any
Specially Serviced Mortgage Loan or REO Mortgage Loan shall cease to accrue as
of the date a Liquidation Event occurs in respect thereof or it becomes a
Corrected Mortgage Loan. Earned but unpaid Special Servicing Fees shall be
payable monthly out of general collections on the Trust Mortgage Loans and any
REO Properties (or, in the case of the Special Servicing Fees in respect of the
Santa Anita Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect thereto, solely out of collections relating to the Santa Anita Non-Trust
Mortgage Loan or any successor REO Mortgage Loan with respect thereto) on
deposit in the applicable Custodial Account pursuant to Section 3.05(a) or
Section 3.05A(a), as applicable. The Berkeley &


                                     -170-
<PAGE>

Brown Special Servicer shall be entitled to the special servicing fee for
the Berkeley & Brown Trust Mortgage Loan or any Berkeley & Brown REO Trust
Mortgage Loan as provided in the Berkeley & Brown Servicing Agreement.

         As further compensation for its services hereunder, the Special
Servicer shall be entitled to receive the Workout Fee with respect to each
Corrected Mortgage Loan. As to each such Corrected Mortgage Loan, the Workout
Fee shall be payable from, and shall be calculated by application of the Workout
Fee Rate to, all collections of principal, interest (other than Default Interest
and Additional Interest), Prepayment Premiums and/or Yield Maintenance Charges
received on such Serviced Mortgage Loan for so long as it remains a Corrected
Mortgage Loan; provided that no Workout Fee shall be payable from, or based upon
the receipt of, Liquidation Proceeds collected in connection with the
acquisition of any Trust Mortgage Loan by all the Certificateholders (acting
together) in exchange for all the Certificates pursuant to Section 9.01 or the
purchase of any Trust Mortgage Loan by a Purchase Option Holder pursuant to
Section 3.18, by the Depositor, Lehman Brothers, the Special Servicer, a
Controlling Class Certificateholder or the Master Servicer pursuant to Section
9.01, by the Depositor pursuant to Section 2.03 or the UBS Mortgage Loan Seller
pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement, by the Santa
Anita Non-Trust Mortgage Loan Noteholder or its designee pursuant to the Santa
Anita Co-Lender Agreement, by the Class BA Directing Certificateholder pursuant
to Section 6.11B, by the Class SU Directing Certificateholder pursuant to
Section 6.11C, or by the holder of a related mezzanine loan pursuant to a
purchase right in connection with a Mortgage Loan default as set forth in the
related intercreditor agreement, or out of any Insurance Proceeds or
Condemnation Proceeds. The Workout Fee with respect to any Corrected Mortgage
Loan will cease to be payable if such Corrected Mortgage Loan again becomes a
Specially Serviced Mortgage Loan or if the related Mortgaged Property becomes an
REO Property; provided that a new Workout Fee will become payable if and when
the particular Serviced Mortgage Loan again becomes a Corrected Mortgage Loan.
If the Special Servicer is terminated or removed other than for cause (and other
than as a result of an Event of Default under Sections 7.01(a)(x) or
7.01(a)(xi)) or resigns in accordance with the first sentence of the first
paragraph of Section 6.04, it shall retain the right to receive any and all
Workout Fees payable in respect of Serviced Mortgage Loans that became Corrected
Mortgage Loans during the period that it acted as Special Servicer and were
still such at the time of such termination, removal 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 Serviced Mortgage Loan
ceases to be payable in accordance with the preceding sentence.

         As further compensation for its activities hereunder, the Special
Servicer shall also be entitled to receive the Liquidation Fee with respect to
each Specially Serviced Mortgage Loan as to which it receives a full, partial or
discounted payoff and, subject to the provisos to the next sentence, each
Specially Serviced Mortgage Loan and Administered REO Property as to which it
receives Net Liquidation Proceeds. As to each such Specially Serviced Mortgage
Loan or Administered REO Property, the Liquidation Fee shall be payable from,
and shall be calculated by application of the Liquidation Fee Rate to, such
full, partial or discounted payoff and/or Net Liquidation Proceeds (exclusive of
any portion of such payoff or proceeds that represents Default Interest and/or
Additional Interest); provided that no Liquidation Fee shall be payable (i) with
respect to any Specially Serviced Mortgage Loan that becomes a Corrected
Mortgage Loan or (ii) from, or based upon the receipt of, Liquidation Proceeds
collected in connection with the acquisition of any Specially Serviced Trust
Mortgage Loan or Administered REO Property by all the Certificateholders (acting
together) in exchange for all the Certificates pursuant to Section 9.01 or the
purchase of any such Specially Serviced


                                     -171-
<PAGE>

Trust Mortgage Loan or REO Property by a Purchase Option Holder pursuant to
Section 3.18, by the Depositor, Lehman Brothers, the Special Servicer, a
Controlling Class Certificateholder or the Master Servicer pursuant to Section
9.01, by the Santa Anita Non-Trust Mortgage Loan Noteholder or its designee
pursuant to the Santa Anita Co-Lender Agreement, by the Depositor pursuant to
Section 2.03 or the UBS Mortgage Loan Seller pursuant to the UBS/Depositor
Mortgage Loan Purchase Agreement in connection with a Material Document Defect
or a Material Breach (in either such case, prior to the expiration of the
Initial Resolution Period plus the applicable Resolution Extension Period for
the subject Material Document Defect or Material Breach, as applicable, that
gave rise to the particular repurchase obligation), by the Class BA Directing
Certificateholder pursuant to Section 6.11B, by the Class SU Directing
Certificateholder pursuant to Section 6.11C or by the holder of a related
mezzanine loan pursuant to a purchase right in connection with a Mortgage Loan
default as set forth in the related intercreditor agreement; and provided,
further, that, in connection with any purchase by the Depositor pursuant to
Section 2.03 or the UBS Mortgage Loan Seller pursuant to the UBS/Depositor
Mortgage Loan Purchase Agreement in connection with a Material Document Defect
or a Material Breach (in either case, subsequent to the expiration of the
Initial Resolution Period plus the Resolution Extension Period for the subject
Material Document Defect or Material Breach, as applicable, that gave rise to
the particular repurchase obligation), the Liquidation Fee shall equal 1% of the
Stated Principal Balance of the repurchased Trust Mortgage Loan (or, if an REO
Property is being repurchased, 1% of the Stated Principal Balance of the related
REO Trust Mortgage Loan).

         Notwithstanding the foregoing, a Workout Fee and/or Liquidation Fee
payable in accordance with the two preceding paragraphs with respect to the
Santa Anita Trust Mortgage Loan or any successor REO Mortgage Trust Loan with
respect thereto shall be paid, first from collections received on the Santa
Anita Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect
thereto pursuant to Section 3.05A; and then, from collections received on such
Trust Mortgage Loan or REO Trust Mortgage Loan pursuant to Section 3.05A or, if
applicable, Section 3.05(a). Any Workout Fee and/or Liquidation Fee payable with
respect to the Santa Anita Non-Trust Mortgage Loan may be paid in accordance
with the two preceding paragraphs solely from collections received on the Santa
Anita Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect
thereto.

         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.

         With respect to the Berkeley & Brown Trust Mortgage Loan or any related
REO Property, the Special Servicer shall not be entitled to any Special
Servicing Fees, Workout Fees or Liquidation Fees.

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

         (d) Additional special servicing compensation in the form of (i) Net
Default Charges actually collected with respect to any Serviced Mortgage Loan or
any successor REO Mortgage Loan with respect thereto that accrued while the
subject loan was a Specially Serviced Mortgage Loan or an REO Mortgage Loan,
(ii) with respect to any Specially Serviced Mortgage Loan, 100% of any and all
assumption fees, assumption application fees and other applicable fees, actually
paid by a Mortgagor in

                                     -172-
<PAGE>

accordance with the related loan documents, with respect to any assumption or
substitution agreement entered into by the Special Servicer on behalf of the
Trust (or, in the case of the Santa Anita Loan Pair, on behalf of the Trust and
the Santa Anita Non-Trust Mortgage Loan Noteholder) pursuant to Section 3.08(b)
or paid by a Mortgagor with respect to any transfer of an interest in a
Mortgagor pursuant to Section 3.08(b), (iii) with respect to any Performing
Serviced Mortgage Loan, 50% of any and all assumption fees actually paid by a
Mortgagor in accordance with the related loan documents, with respect to any
assumption or substitution agreement entered into by the Master Servicer on
behalf of the Trust pursuant to Section 3.08(a) or paid by a Mortgagor with
respect to any transfer of an interest in a Mortgagor pursuant to Section
3.08(a), and (iv) any and all modification fees, consent fees, extension fees
and similar fees actually collected on the Serviced Mortgage Loans that are not
otherwise payable to the Master Servicer as additional master servicing
compensation pursuant to Section 3.11(b), shall be retained by the Special
Servicer or promptly paid to the Special Servicer by the Master Servicer, as the
case may be, and shall not be required to be deposited in any Custodial Account
pursuant to Section 3.04(a) or Section 3.04A(a). The Special Servicer shall also
be entitled to additional special servicing compensation in the form of interest
or other income earned on deposits in any REO Account, if established, in
accordance with Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to such account for each 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 is required under any provision of this
Agreement to make a Servicing Advance, but does not do so within 15 days after
such Advance is required to be made, the Trustee shall, if it has actual
knowledge of such failure on the part of the Master Servicer, give written
notice of such failure to the Master Servicer. If such Servicing Advance is not
made by the Master Servicer within three Business Days after such notice is
given to the Master Servicer, then (subject to Section 3.11(h)) the Trustee
shall make such Servicing Advance. If the Trustee fails to make any Servicing
Advance required to be made under this Agreement, then (subject to Section
3.11(h)) the Fiscal Agent shall make such Servicing Advance within one Business
Day of such failure by the Trustee and, if so made, the Trustee shall be deemed
not to be in default under this Agreement.

         (g) The Master Servicer, the Trustee and the Fiscal Agent shall each be
entitled to receive interest at the Reimbursement Rate in effect from time to
time, compounded annually, accrued on the amount of each Servicing Advance made
thereby (with its own funds) for so long as such Servicing Advance is
outstanding, such interest to be payable: (i) first, in accordance with Sections
3.05 and 3.26, out of any Default Charges collected on or in respect of the
particular Trust Mortgage Loan or REO Trust Mortgage Loan as to which such
Servicing Advance relates (provided that such Default Charges will only be
applied to pay interest accrued on such Servicing Advance through the date that
such Default Charges were received); and (ii) then, if and to the extent that
such Default Charges are insufficient to cover such interest, but not before the
related Advance has been reimbursed pursuant to this Agreement, out of general
collections on the Trust Mortgage Loans and REO Trust Mortgage Loans on deposit
in the Pool Custodial Account; provided that, if such Servicing Advance was made
with

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respect to the Santa Anita Loan Pair or the Santa Anita Mortgaged Property, then
such interest shall first be payable out of amounts on deposit in the Santa
Anita Custodial Account in accordance with Section 3.05A. The Master Servicer
shall reimburse itself, the Trustee or the Fiscal Agent, as appropriate and in
accordance with Section 3.03, Section 3.05(a) or Section 3.05A, as applicable,
for any Servicing Advance as soon as practicable after funds available for such
purpose are deposited in the related Custodial Account. Notwithstanding the
foregoing, upon a determination that a previously made Servicing Advance is a
Nonrecoverable Servicing Advance, instead of obtaining reimbursement out of
general collections on the Mortgage Pool immediately (as contemplated by Section
3.05(a)(vii)), any of the Master Servicer, the Trustee or the Fiscal Agent, as
applicable, may, in its sole discretion, elect to obtain reimbursement for such
Nonrecoverable Servicing Advance over a period of time (not to exceed 12 months
or such longer period of time as is approved in writing by the Controlling Class
Representative) and the unreimbursed portion of such Servicing Advance will
accrue interest at the Reimbursement Rate in effect from time to time. At any
time after such a determination to obtain reimbursement over time in accordance
with the preceding sentence, the Master Servicer, the Trustee or the Fiscal
Agent, as applicable, may, in its sole discretion, decide to obtain
reimbursement immediately. The fact that a decision to recover such
Nonrecoverable Servicing Advance over time, or not to do so, benefits some
Classes of Certificateholders to the detriment of other Classes shall not
constitute a violation of the Servicing Standard by the Master Servicer, or a
breach of any fiduciary duty owed to the Certificateholders by the Trustee or
the Fiscal Agent, or a breach of any other contractual obligation owed to the
Certificateholders by any party to this Agreement.

         (h) Notwithstanding anything herein to the contrary, none of the Master
Servicer, the Trustee or the Fiscal Agent shall be required to make out of its
own funds any Servicing Advance that would, if made, constitute a Nonrecoverable
Servicing Advance. The determination by the Master Servicer that it has made a
Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if
made, would constitute a Nonrecoverable Servicing Advance, shall be made in
accordance with the Servicing Standard and shall be evidenced by an Officer's
Certificate delivered promptly to the Trustee and the Depositor (and, in the
case of a Servicing Advance with respect to the Santa Anita Loan Pair, the Santa
Anita Non-Trust Mortgage Loan Noteholder), setting forth the basis for such
determination, together with a copy of any appraisal of the related Mortgaged
Property or REO Property, as the case may be (which appraisal shall be an
expense of the Trust, shall take into account the factors specified in Section
3.18 and shall have been conducted by an Independent Appraiser in accordance
with the standards of the Appraisal Institute within the twelve months preceding
such determination of nonrecoverability), and further accompanied by related
Mortgagor operating statements and financial statements, budgets and rent rolls
of the related Mortgaged Property (to the extent available and/or in the Master
Servicer's possession) and any engineers' reports, environmental surveys or
similar reports that the Master Servicer may have obtained and that support such
determination. 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 that a Servicing Advance, if made, would be
a Nonrecoverable Servicing Advance; provided, however, that if the Master
Servicer has failed to make a Servicing Advance for reasons other than a
determination by the Master Servicer that such Servicing Advance would be a
Nonrecoverable Advance, the Trustee or the Fiscal Agent, as applicable, shall
make such Servicing Advance within the time periods required by Section 3.11(f)
unless the Trustee or the Fiscal Agent, in good faith, makes a determination
that such Servicing Advance would be a Nonrecoverable Advance.

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         (i) Notwithstanding anything set forth herein to the contrary, the
Master Servicer shall (at the direction of the Special Servicer if a Specially
Serviced Mortgage Loan or an Administered REO Property is involved) pay directly
out of the Pool Custodial Account or the Santa Anita Custodial Account, as is
applicable in accordance with Sections 3.05 and 3.05A, any servicing expense
that, if advanced by the Master Servicer or the Special Servicer, would
constitute a Nonrecoverable Servicing Advance; provided that the Master Servicer
(or the Special Servicer, if a Specially Serviced Mortgage Loan or an
Administered REO Property is involved) has determined in accordance with the
Servicing Standard that making such payment, in the case of withdrawals from the
Santa Anita Custodial Account, is in the best interests of the
Certificateholders and the Santa Anita Non-Trust Mortgage Loan Noteholder (as a
collective whole), or, in the case of withdrawals from the Pool Custodial
Account, is in the best interests of the Certificateholders (as a collective
whole), as evidenced in each case by an Officer's Certificate delivered promptly
to the Trustee, the Depositor, the Controlling Class Representative, the Santa
Anita Non-Trust Mortgage Loan Noteholder (if affected) and, if the Bank of
America Trust Mortgage Loan or the Sheraton Universal Trust Mortgage Loan is
affected, the related Directing Certificateholder, setting forth the basis for
such determination and accompanied by any information that such Person may have
obtained that supports such determination. A copy of any such Officer's
Certificate (and accompanying information) of the Master Servicer shall also be
promptly delivered to the Special Servicer, and a copy of any such Officer's
Certificate (and accompanying information) of the Special Servicer shall also be
promptly delivered to the Master Servicer. The Master Servicer may conclusively
rely on any information in this regard provided by the Special Servicer (if
other than the Master Servicer or an Affiliate thereof).

         SECTION 3.12. Property Inspections; Collection of Financial Statements;
                       Delivery of Certain Reports.

         (a) The Special Servicer shall perform or cause to be performed a
physical inspection of a Mortgaged Property (other than the Berkeley & Brown
Mortgaged Properties) as soon as practicable after the related Serviced Mortgage
Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so
long as the related Serviced Mortgage Loan remains a Specially Serviced Mortgage
Loan, the cost of which shall be paid by the Master Servicer, at the direction
of the Special Servicer, and shall be reimbursable as a Servicing Advance. In
addition, the Special Servicer shall perform or cause to be performed a physical
inspection of each of the Administered REO Properties at least once per calendar
year, the cost of which shall be paid by the Master Servicer, at the direction
of the Special Servicer, and shall be reimbursable as a Servicing Advance.
Beginning in 2004, the Master Servicer shall at its expense perform or cause to
be performed a physical inspection of each Mortgaged Property securing a
Performing Serviced Mortgage Loan: (i) at least once every two calendar years in
the case of Mortgaged Properties securing Performing Serviced Mortgage Loans
that have outstanding principal balances of (or Mortgaged Properties having
allocated loan amounts of) $2,000,000 or less; and (ii) at least once every
calendar year in the case of all other such Mortgaged Properties; provided, that
the Master Servicer will not be required to perform or cause to be performed an
inspection on a Mortgaged Property if such Mortgaged Property has been inspected
by the Master Servicer or the Special Servicer in the preceding six months. The
Master Servicer and the Special Servicer shall each promptly prepare or cause to
be prepared and deliver to the Trustee, the Santa Anita Non-Trust Mortgage Loan
Noteholder (if the subject Mortgaged Property relates to the Santa Anita Loan
Pair) and each other a written report of each such inspection performed by it
that sets forth in detail the condition of the Mortgaged Property and that
specifies the existence of: (i) any sale, transfer or abandonment of the
Mortgaged Property of which the Master Servicer or the Special Servicer, as
applicable, is aware, (ii)

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any change in the condition or value of the Mortgaged Property that the Master
Servicer or the Special Servicer, as applicable, in its reasonable, good faith
judgment, considers material, or (iii) any waste committed on the Mortgaged
Property. The Master Servicer and Special Servicer shall each forward copies of
any such inspection reports prepared by it to the Underwriters and the
Controlling Class Representative upon request, subject to payment of a
reasonable fee.

         The Special Servicer, in the case of each Specially Serviced Mortgage
Loan and each REO Mortgage Loan that relates to an Administered REO Property,
and the Master Servicer, in the case of each Performing Serviced Mortgage Loan,
shall each, consistent with the Servicing Standard, use reasonable efforts to
obtain quarterly, annual and other periodic operating statements and rent rolls
with respect to each of the related Mortgaged Properties and REO Properties. The
Special Servicer shall, promptly following receipt, deliver copies of the
operating statements and rent rolls received or obtained by it to the Master
Servicer, and the Master Servicer shall promptly deliver copies of the operating
statements and rent rolls received or obtained by it to the Trustee, the Special
Servicer, the Santa Anita Non-Trust Mortgage Loan Noteholder (if the subject
Mortgaged Property relates to the Santa Anita Loan Pair) or any Controlling
Class Certificateholder, in each case upon request. The Special Servicer shall,
promptly following receipt, deliver copies of the materials received or obtained
by it pursuant to the foregoing sentence to the Master Servicer, and the Master
Servicer shall promptly deliver copies of all such materials received or
obtained by it pursuant to the foregoing sentence and this sentence to the
Trustee, the Special Servicer, any Controlling Class Certificateholders and the
Santa Anita Non-Trust Mortgage Loan Noteholder, in each case upon request.

         Within 30 days after receipt by the Master Servicer of any annual
operating statements with respect to any Mortgaged Property (other than the
Berkeley & Brown Mortgaged Properties) or Administered REO Property, the Master
Servicer with respect to a Performing Serviced Mortgage Loan and the Special
Servicer with respect to a Specially Serviced Mortgage Loan or an REO Mortgage
Loan that relates to an Administered REO Property shall prepare or update and
forward to the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged
Property or REO Property (with, upon request, the annual operating statements
attached thereto as an exhibit).

         The Master Servicer with respect to a Performing Serviced Mortgage Loan
and the Special Servicer with respect to a Specially Serviced Mortgage Loan or
an REO Mortgage Loan that relates to an Administered REO Property shall prepare
and maintain one CMSA Operating Statement Analysis Report for each Mortgaged
Property (other than the Berkeley & Brown Mortgaged Properties) and Administered
REO Property. The CMSA Operating Statement Analysis Report for each such
Mortgaged Property and REO Property is to be updated by the Master Servicer or
Special Servicer, as applicable, within 30 days after its receipt of updated
operating statements for a Mortgaged Property or REO Property, as the case may
be. The Master Servicer or Special Servicer, as applicable, shall use the
"Normalized" column from the CMSA NOI Adjustment Worksheet for any such
Mortgaged Property or REO Property, as the case may be, to update and normalize
the corresponding annual year-end information in the CMSA Operating Statement
Analysis Report and shall use any annual operating statements and related data
fields received with respect to any such Mortgaged Property or REO Property, as
the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property.
Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment
Worksheets are to be forwarded to the Trustee automatically (on a monthly basis)
during any period in respect of which Exchange Act Reports are being filed as to
the Trust with the Commission, and are otherwise to be made

                                     -176-
<PAGE>

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 Trust Mortgage Loans and any Administered
REO Properties, providing the required information as of the end of the
preceding calendar month: (i) a CMSA Property File; and (ii) a CMSA Comparative
Financial Status Report. Not later than 2:00 p.m. (New York City time) on the
third Business Day prior to each Distribution Date, the Special Servicer shall
deliver or cause to be delivered to the Master Servicer the following reports
with respect to the Specially Serviced Trust Mortgage Loans and any Administered
REO Properties and, to the extent that the subject information relates to when
they were Specially Serviced Mortgage Loans, any Corrected Mortgage Loans: (i) a
CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report;
(iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan
Modification and Corrected Mortgage Loan Report; and (v) a CMSA REO Status
Report.

         (c) Not later than 2:00 p.m. (New York City time) on the first Business
Day prior to each Distribution Date, the Master Servicer shall deliver or cause
to be delivered to the Trustee, the Rating Agencies, the Special Servicer and,
upon request, any Controlling Class Certificateholder: (i) the most recent CMSA
Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical
Liquidation Report and CMSA REO Status Report received from the Special Servicer
pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA
Financial File, CMSA Loan Setup File (if modified), CMSA Delinquent Loan Status
Report, CMSA Comparative Financial Status Report and Loan Payoff Notification
Report (in each case combining the reports prepared by the Special Servicer and
the Master Servicer); and (iii) a CMSA Servicer Watch List with information that
is current as of the related Determination Date with respect to the Mortgage
Loans. The Master Servicer shall incorporate in the foregoing reports any
information and reports received (by the date in the month of such Distribution
Date that such information and reports are scheduled to be received in
accordance with the Berkeley & Brown Servicing Agreement) from the applicable
Berkeley & Brown Servicer with respect to the Berkeley & Brown Trust Mortgage
Loan. The Master Servicer shall include on one of such reports updated
information as of the applicable Determination Date regarding the amount of
accrued and unpaid interest on Advances in accordance with Section 3.11(g)
and/or 4.03(d), such information to be presented on a loan-by-loan basis.

         If the Master Servicer determines, in its reasonable judgment, that
information regarding the Mortgage Loans and REO Properties (in addition to the
information otherwise required to be contained in the CMSA Investor Reporting
Package) should be disclosed to Certificateholders and Certificate Owners, then
it shall forward such information in the form of a Supplemental Report to the
Trustee in accordance with Section 4.02(a).

         (d) The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.12(b) in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer, and the Master
Servicer shall deliver to the Trustee, the Special Servicer and, upon request,
any Controlling Class Certificateholder the reports set forth in Section 3.12(c)
in an electronic format reasonably acceptable to the Master Servicer and the
Trustee. The Master Servicer may, absent manifest error, conclusively rely on
the reports to be provided by the Special Servicer pursuant to Section 3.12(b)
and, with respect to the Berkeley & Brown Mortgage Loan, by a Berkeley & Brown
Servicer pursuant to the Berkeley & Brown Servicing Agreement. The Trustee may,
absent manifest error, conclusively rely on the reports to be provided by the
Master Servicer pursuant to Section 3.12(c) to the extent that the underlying
information is solely within the control of the Master Servicer or the Special
Servicer. In the case of information or reports to be furnished by the Master
Servicer to the Trustee pursuant to Section 3.12(c), to the extent that such
information is based on reports to be provided by the Special Servicer pursuant
to Section 3.12(b) or by a Berkeley & Brown Servicer pursuant to

                                     -177-
<PAGE>

the Berkeley & Brown Servicing Agreement and/or that such reports are to be
prepared and delivered by the Special Servicer pursuant to Section 3.12(b), so
long as the Master Servicer and the party required to provide the subject
reports are not the same Person or Affiliates, the Master Servicer shall have no
obligation to provide such information or reports to the Trustee until it has
received such information or reports from the Special Servicer or the relevant
Berkeley & Brown Servicer, as applicable, and the Master Servicer shall not be
in default hereunder due to a delay in providing the reports required by Section
3.12(c) caused by the Special Servicer's failure to timely provide any report
required under Section 3.12(b) of this Agreement or a Berkeley & Brown
Servicer's failure to provide any report required to be provided to the holder
of the Berkeley & Brown Trust Mortgage Loan pursuant to the Berkeley & Brown
Servicing Agreement, as applicable.

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

         SECTION 3.12A. Delivery of Certain Reports to the Santa Anita Non-Trust
                        Mortgage Loan Noteholder.

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

         (b) If the Mortgage Loans forming the Santa Anita Loan Pair constitute
Specially Serviced Mortgage Loans, or if the Santa Anita Mortgaged Property has
become an REO Property, then each calendar month, not later than 2:00 p.m. (New
York City time) on the second Business Day prior to each Determination Date, the
Special Servicer shall deliver or cause to be delivered to the Master Servicer
the following reports with respect to such Loan Pair and/or the related
Mortgaged Property, providing the required information as of the end of the
preceding calendar month: (i) a CMSA Property File; and (ii) a CMSA Comparative
Financial Status Report. If the Mortgage Loans forming the Santa Anita Loan Pair
constitute Specially Serviced Mortgage Loans, or if the Mortgaged Property for
such Loan Pair has become an REO Property, then each calendar month, not later
than 2:00 p.m. (New York City time) on the second Business Day prior to the
Master Servicer Remittance Date in such month, the Special Servicer shall
deliver or cause to be delivered to the Master Servicer such of the following
reports as may be relevant with respect to such Loan Pair and/or the related
Mortgaged Property: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff
Notification Report, (iii) a CMSA Historical Liquidation Report; (iv) a CMSA
Historical Loan Modification and Corrected Mortgage Loan Report; and (v) a CMSA
REO Status Report.

                                     -178-
<PAGE>

         (c) Not later than 2:00 p.m. (New York City time) on the Master
Servicer Remittance Date, the Master Servicer shall, with respect to the Santa
Anita Loan Pair, prepare all Loan Pair Servicing Reports as may be relevant and
that are not otherwise required to be prepared by the Special Servicer pursuant
to Section 3.12A(b). The Master Servicer shall also include on one of such
reports updated information as of the applicable Determination Date regarding
the amount of accrued and unpaid interest on Advances in accordance with Section
3.11(g) and/or 4.03(d), such information to be presented on a loan-by-loan
basis.

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

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

         SECTION 3.12B. Statements to the Santa Anita Non-Trust Mortgage Loan
                        Noteholder.

         (a) On each Master Servicer Remittance Date, the Master Servicer shall
forward to the Santa Anita Non-Trust Mortgage Loan Noteholder all Loan Pair
Servicing Reports prepared with respect to the Santa Anita Loan Pair, pursuant
to Section 3.12A, during the calendar month in which such applicable Master
Servicer Remittance Date occurs.

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

         Absent manifest error of which it has actual knowledge, neither the
Master Servicer nor the Special Servicer shall be responsible for the accuracy
or completeness of any information supplied to it by a Mortgagor, a Mortgage
Loan Seller or third party that is included in any reports, statements,
materials or information prepared or provided by the Master Servicer or the
Special Servicer, as applicable, pursuant to this Agreement. Neither the Master
Servicer nor the Special Servicer shall have

                                     -179-
<PAGE>

any obligation to verify the accuracy or completeness of any information
provided by a Mortgagor, a Mortgage Loan Seller, a third party or each other.

         SECTION 3.13. Annual Statement as to Compliance.

         Each of the Master Servicer and the Special Servicer shall deliver to
the Trustee, the Rating Agencies, the Depositor, the Underwriters, the Santa
Anita Non-Trust Mortgage Loan Noteholder and each other, on or before April 30
of each year, beginning in 2004 (or, as to any such year, such earlier date as
is contemplated by the last sentence of this Section 3.13), an Officer's
Certificate (the "Annual Performance Certification") stating, as to the signer
thereof, that (i) a review of the activities of the Master Servicer or the
Special Servicer, as the case may be, during the preceding calendar year (or, in
the case of the first such certification, during the period from the Closing
Date to December 31, 2003, inclusive) and, in particular, of its performance
under this Agreement, has been made under such officer's supervision, (ii) to
the best of such officer's knowledge, based on such review, the Master Servicer
or the Special Servicer, as the case may be, has fulfilled all of its material
obligations under this Agreement in all material respects throughout such
preceding calendar year or portion thereof (or, if there has been a default in
the fulfillment of any such obligation, specifying each such default known to
such officer and the nature and status thereof), and (iii) the Master Servicer
or the Special Servicer, as- the case may be, has received no notice regarding
the qualification, or challenging the status, of any REMIC Pool as a REMIC or
the Grantor Trust as a grantor trust, from the IRS or any other governmental
agency or body (or, if it has received any such notice, specifying the details
thereof). Notwithstanding the timing provided for in the first sentence of this
paragraph, if (as confirmed in writing by the Depositor) the Depositor is
required to file a Form 10-K with the Commission in respect of the Trust
covering any particular calendar year, then the Annual Performance Certification
to be delivered by each of the Master Servicer and the Special Servicer during
the following year, shall be delivered on or before March 15 of such following
year; and the Master Servicer and the Special Servicer are hereby notified that
the Depositor is required to file a Form 10-K with the Commission in respect of
the Trust covering calendar year 2003.

         SECTION 3.14. Reports by Independent Public Accountants.

         On or before April 30 of each year, beginning in 2004 (or, as to any
such year, such earlier date as is contemplated by the last sentence of this
paragraph), each of the Master Servicer and the Special Servicer at its expense
shall cause a firm of independent public accountants (which may also render
other services to the Master Servicer or the Special Servicer) that is a member
of the American Institute of Certified Public Accountants to furnish a statement
(the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the
Depositor, the Underwriters, the Santa Anita Non-Trust Mortgage Loan Noteholder
and each other, to the effect that (i) such firm has obtained a letter of
representation regarding certain matters from the management of the Master
Servicer or the Special Servicer, as applicable, which includes an assertion
that the Master Servicer or the Special Servicer, as applicable, has complied
with certain minimum mortgage loan servicing standards (to the extent applicable
to commercial and multifamily mortgage loans), identified in the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America, with respect to the servicing of commercial and
multifamily mortgage loans during the most recently completed calendar year and
(ii) on the basis of an examination conducted by such firm in accordance with
standards established by the American Institute of Certified Public Accountants,
such representation is fairly stated in all material respects, subject to such
exceptions and other qualifications that may be appropriate. In

                                     -180-
<PAGE>

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 2003.

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

         SECTION 3.15. Access to Certain Information.

         (a) Each of the Master Servicer and the Special Servicer shall afford
to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any
Certificateholder, the Santa Anita Non-Trust Mortgage Loan Noteholder and any
Certificate Owner (identified as such to the reasonable satisfaction of the
Master Servicer or the Special Servicer, as the case may be), and to the OTS,
the FDIC and any other banking or insurance regulatory authority that may
exercise authority over any Certificateholder, any Certificate Owner (identified
as such to the reasonable satisfaction of the Master Servicer or the Special
Servicer, as the case may be) or the Santa Anita Non-Trust Mortgage Loan
Noteholder, access to any records regarding the Serviced Mortgage Loans and the
servicing thereof within its control (which access shall be limited, in the case
of the Santa Anita Non-Trust Mortgage Loan Noteholder or any regulatory
authority seeking such access in respect of the Santa Anita Non-Trust Mortgage
Loan Noteholder, to records relating to the Santa Anita Non-Trust Mortgage
Loan), except to the extent it is prohibited from doing so by applicable law or
contract or to the extent such information is subject to a privilege under
applicable law to be asserted on behalf of the Certificateholders or the Santa
Anita Non-Trust Mortgage Loan Noteholder. Such access shall be afforded only
upon reasonable prior written request and during normal business hours at the
offices of the Master Servicer or the Special Servicer, as the case may be,
designated by it.

         In connection with providing or granting any information or access
pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the
Santa Anita Non-Trust Mortgage Loan Noteholder or any regulatory authority that
may exercise authority over a Certificateholder, a Certificate Owner or the
Santa Anita Non-Trust Mortgage Loan Noteholder, the Master Servicer and the
Special Servicer each may require payment from such Certificateholder, a
Certificate Owner or the Santa Anita Non-Trust Mortgage Loan Noteholder of a sum
sufficient to cover the reasonable costs and expenses of providing such
information or access, including copy charges and reasonable fees for employee
time and for space; provided that no charge may be made if such information or
access was required to be given or made available under applicable law. In
connection with providing Certificateholders and Certificate

                                     -181-
<PAGE>

Owners access to the information described in the preceding paragraph, the
Master Servicer and the Special Servicer shall require (prior to affording such
access) a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master Servicer or the
Special Servicer, as the case may be, generally to the effect that such Person
is a Holder of Certificates or a beneficial holder of Book-Entry Certificates
and will keep such information confidential.

         Upon the reasonable request of any Certificateholder, or any
Certificate Owner identified to the Master Servicer to the Master Servicer's
reasonable satisfaction, the Master Servicer may provide (or forward
electronically) (at the expense of such Certificateholder or Certificate Owner)
copies of any operating statements, rent rolls and financial statements obtained
by the Master Servicer or the Special Servicer; provided that, in connection
therewith, the Master Servicer shall require a written confirmation executed by
the requesting Person substantially in such form as may be reasonably acceptable
to the Master Servicer, generally to the effect that such Person is a Holder of
Certificates or a beneficial holder of Book-Entry Certificates and will keep
such information confidential.

         (b) No less often than on a monthly basis, upon reasonable prior notice
and during normal business hours, each of the Master Servicer and the Special
Servicer shall, without charge, make a knowledgeable Servicing Officer available
to answer questions from the Controlling Class Representative regarding the
performance and servicing of the Serviced Mortgage Loans and/or the Administered
REO Properties for which the Master Servicer or the Special Servicer, as the
case may be, is responsible. Except as provided in the following sentence, in
connection with providing the Controlling Class Representative with the
information described in the preceding sentence, the Master Servicer and the
Special Servicer shall require (prior to providing such information for the
first time to such Controlling Class Representative) a written confirmation
executed by the Controlling Class Representative, in the form of Exhibit O
attached hereto, generally to the effect that such Person will keep any
information received by it from time to time pursuant to this Agreement
confidential (other than with respect to communications with the Controlling
Class). In the case of the initial Controlling Class Representative, upon its
acquisition of the Class T Certificates, such entity shall be deemed to have
agreed to keep all non-public information received by it in such capacity from
time to time pursuant to this Agreement confidential, subject to applicable law.

         SECTION 3.16. Title to REO Property; REO Accounts.

         (a) If title to any Mortgaged Property (other than the Berkeley & Brown
Mortgaged Properties) is acquired, the deed or certificate of sale shall be
issued to the Trustee or its nominee on behalf of the Certificateholders and, in
the case of the Santa Anita Mortgaged Property, on behalf of the Santa Anita
Non-Trust Mortgage Loan Noteholder. If, pursuant to Section 3.09(b), the Special
Servicer formed or caused to be formed, at the expense of the Trust, a single
member limited liability company (of which the Trust is the sole member) for the
purpose of taking title to one or more REO Properties pursuant to this
Agreement, then (subject to the interests of any affected Non-Trust Mortgage
Loan Noteholder), the deed or certificate of sale with respect to any such
Administered REO Property shall be issued to such single member limited
liability company. The limited liability company shall be a manager-managed
limited liability company, with the Special Servicer to serve as the initial
manager to manage the property of the limited liability company, including any
applicable Administered REO Property, in accordance with the terms of this
Agreement as if such property was held directly in the name of the Trust or
Trustee under this Agreement.

                                     -182-
<PAGE>

         The Special Servicer, on behalf of the Trust Fund and, in the case of
any Santa Anita REO Property, the Santa Anita Non-Trust Mortgage Loan
Noteholder, shall sell any Administered REO Property by the end of the third
calendar year following the calendar year in which REMIC I acquires ownership of
such REO Property for purposes of Section 860G(a)(8) of the Code, unless the
Special Servicer either (i) applies, more than 60 days prior to the end of such
third succeeding year, for and is granted an extension of time (an "REO
Extension") by the IRS to sell such REO Property or (ii) obtains for the Trustee
an Opinion of Counsel, addressed to the Trustee, the Special Servicer and the
Master Servicer, to the effect that the holding by REMIC I of such REO Property
subsequent to the end of such third succeeding year will not result in the
imposition of taxes on "prohibited transactions" (as defined in Section 860F of
the Code) of any REMIC Pool or cause any REMIC Pool to fail to qualify as a
REMIC at any time that any Certificates are outstanding. If the Special Servicer
is granted the REO Extension contemplated by clause (i) of the immediately
preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii)
of the immediately preceding sentence, the Special Servicer shall sell the
subject Administered REO Property within such extended period as is permitted by
such REO Extension or such Opinion of Counsel, as the case may be. Any expense
incurred by the Special Servicer in connection with its obtaining the REO
Extension contemplated by clause (i) of the second preceding sentence or its
obtaining the Opinion of Counsel contemplated by clause (ii) of the second
preceding sentence, or for the creation of and the operating of a single member
limited liability company, shall be covered by, and reimbursable as, a Servicing
Advance.

         (b) The Special Servicer shall segregate and hold all funds collected
and received in connection with any Administered REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur in
respect of any Mortgaged Property (other than the Berkeley & Brown Mortgaged
Properties or the Santa Anita Mortgaged Property), the Special Servicer shall
establish and maintain one or more accounts (collectively, the "Pool REO
Account"), to be held on behalf of the Trustee in trust for the benefit of the
Certificateholders, for the retention of revenues and other proceeds derived
from each REO Property (other than any Berkeley & Brown REO Property or Santa
Anita REO Property). If such REO Acquisition occurs with respect to the Santa
Anita Mortgaged Property, the Special Servicer shall establish an REO Account
solely with respect to such property (the "Santa Anita REO Account), to be held
for the benefit of the Certificateholders and the Santa Anita Non-Trust Mortgage
Loan Noteholder. The Pool REO Account and the Santa Anita REO Account shall each
be an Eligible Account. The Special Servicer shall deposit, or cause to be
deposited, in the applicable REO Account, upon receipt, all REO Revenues,
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in
respect of any Administered REO Property. Funds in an REO Account (other than
any such funds representing Additional Interest) may be invested in Permitted
Investments in accordance with Section 3.06. The Special Servicer shall be
entitled to make withdrawals from an REO Account to pay itself, as additional
special servicing compensation in accordance with Section 3.11(d), interest and
investment income earned in respect of amounts held in such REO Account as
provided in Section 3.06(b) (but only to the extent of the Net Investment
Earnings with respect to such REO Account for any Collection Period). The
Special Servicer shall give notice to the Trustee and the Master Servicer of the
location of each REO Account, and shall give notice to the Santa Anita Non-Trust
Mortgage Loan Noteholder of the location of any Santa Anita 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

                                     -183-
<PAGE>

Administered REO Property, but only to the extent of amounts on deposit in such
REO Account relating to such REO Property. On the Business Day following each
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 Administered 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 the related REO Account such portion of proceeds and
collections in respect of any Administered REO Property as may be necessary to
maintain a reserve of sufficient funds for the proper operation, management,
leasing, maintenance and disposition of such REO Property (including the
creation of a reasonable reserve for repairs, replacements, necessary capital
replacements and other related expenses), such reserve not to exceed an amount
sufficient to cover such items to be incurred during the following twelve-month
period. For purposes of the foregoing, the Pool REO Account and the Santa Anita
REO Account correspond to the Pool Custodial Account and the Santa Anita
Custodial Account, respectively.

         (d) The Special Servicer shall keep and maintain separate records, on a
property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, each REO Account pursuant to Section 3.16(b) or (c). The
Special Servicer shall provide the Master Servicer any information with respect
to each REO Account as is reasonably requested by the Master Servicer.

         (e) Notwithstanding anything to the contrary, this Section 3.16 shall
not apply to any Berkeley & Brown REO Property.

         SECTION 3.17. Management of REO Property.

         (a) Prior to the acquisition by it of title to a Mortgaged Property
(other than the Berkeley & Brown Building Mortgaged Properties), the Special
Servicer shall review the operation of such Mortgaged Property and determine the
nature of the income that would be derived from such property if it were
acquired by the Trust Fund. If the Special Servicer determines from such review
that:

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

             (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

                                     -184-
<PAGE>

   means exists to operate such property as REO Property without the Trust Fund
   incurring or possibly incurring an REO Tax on income from such property, the
   Special Servicer shall deliver to the Tax Administrator, in writing, a
   proposed plan (the "Proposed Plan") to manage such property as REO Property.
   Such plan shall include potential sources of income, and, to the extent
   reasonably possible, estimates of the amount of income from each such source.
   Upon request of the Special Servicer, the Tax Administrator shall advise the
   Special Servicer of the Tax Administrator's federal income tax reporting
   position with respect to the various sources of income that the Trust Fund
   would derive under the Proposed Plan. After receiving the information
   described in the preceding sentence from the Tax Administrator, the Special
   Servicer shall implement the Proposed Plan (after acquiring the respective
   Mortgaged Property as REO Property), with any amendments required to be made
   thereto as a result of the Tax Administrator's tax reporting position.

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

         (b) If title to any Administered REO Property is acquired, the Special
Servicer shall manage, conserve, protect and operate such REO Property for the
benefit of the Certificateholders (and, in the case of any Santa Anita REO
Property, the Santa Anita Non-Trust Mortgage Loan Noteholder) solely for the
purpose of its prompt disposition and sale in a manner that does not and will
not: (i) cause such REO Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code for purposes of Section
860D(a) of the Code; or (ii) except as contemplated by Section 3.17(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 related REO Account, to the
extent of amounts on deposit therein with respect to any Administered REO
Property, funds necessary for the proper operation, management, maintenance and
disposition of such REO Property, including:

             (i) all insurance premiums due and payable in respect of such REO
   Property;

             (ii) all real estate taxes and assessments in respect of such REO
   Property that may result in the imposition of a lien thereon;

             (iii) any ground rents in respect of such REO Property; and

             (iv) all costs and expenses necessary to maintain, lease, sell,
   protect, manage, operate and restore such REO Property.

                                     -185-
<PAGE>

         To the extent that amounts on deposit in the related REO Account in
respect of any Administered REO Property are insufficient for the purposes set
forth in the preceding sentence with respect to such REO Property, the Master
Servicer shall, at the direction of the Special Servicer, make Servicing
Advances in such amounts as are necessary for such purposes unless the Master
Servicer determines, in accordance with the Servicing Standard, that such
payment would be a Nonrecoverable Advance; provided, however, that the Master
Servicer may make any such Servicing Advance without regard to recoverability if
it is a necessary fee or expense incurred in connection with the defense or
prosecution of legal proceedings.

         (c) Without limiting the generality of the foregoing, the Special
Servicer shall not, with respect to any Administered REO Property:

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

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

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

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

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

         (d) The Special Servicer may contract with any Independent Contractor
for the operation and management of any Administered REO Property; provided
that:

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

             (ii) the fees of such Independent Contractor (which shall be
   expenses of the Trust Fund and, in the case of any Santa Anita REO Property,
   the Santa Anita Non-Trust Mortgage Loan Noteholder) shall be reasonable and
   customary in consideration of the nature and locality of such Administered
   REO Property;

                                     -186-
<PAGE>

             (iii) except as permitted under Section 3.17(a), any such contract
   shall require, or shall be administered to require, that the Independent
   Contractor, in a timely manner, (A) pay out of related REO Revenues all costs
   and expenses incurred in connection with the operation and management of such
   Administered REO Property, including those listed in Section 3.17(b) above,
   and (B) except to the extent that such revenues are derived from any services
   rendered by the Independent Contractor to tenants of such Administered REO
   Property that are not customarily furnished or rendered in connection with
   the rental of real property (within the meaning of Section 1.856-4(b)(5) of
   the Treasury regulations or any successor provision), remit all related
   revenues collected (net of its fees and such costs and expenses) to the
   Special Servicer upon receipt;

             (iv) none of the provisions of this Section 3.17(d) relating to any
   such contract or to actions taken through any such Independent Contractor
   shall be deemed to relieve the Special Servicer of any of its duties and
   obligations hereunder with respect to the operation and management of such
   Administered REO Property; and

             (v) the Special Servicer shall be obligated with respect thereto to
   the same extent as if it alone were performing all duties and obligations in
   connection with the operation and management of such Administered REO
   Property.

         The Special Servicer shall be entitled to enter into any agreement with
any Independent Contractor performing services for it related to its duties and
obligations under Section 3.16 and this Section 3.17 for indemnification of the
Special Servicer by any such Independent Contractor, and nothing in this
Agreement shall be deemed to limit or modify such indemnification. No agreement
entered into pursuant to this Section 3.17(d) shall be deemed a Sub-Servicing
Agreement for purposes of Section 3.22.

         (e) Notwithstanding anything to the contrary, this Section 3.17 shall
not apply to any Berkeley & Brown REO Property.

         SECTION 3.18. Sale of Trust Mortgage Loans and REO Properties.

         (a) The Master Servicer, the Special Servicer or the Trustee may sell
or purchase, or permit the sale or purchase of, a Trust Mortgage Loan or REO
Property only (i) on the terms and subject to the conditions set forth in this
Section 3.18, (ii) as otherwise expressly provided in or contemplated by
Sections 2.03 and 9.01 of this Agreement and/or the UBS/Depositor Mortgage Loan
Purchase Agreement, (iii) in the case of the Santa Anita Trust Mortgage Loan, as
set forth in the Santa Anita Co-Lender Agreement, (iv) in the case of the
Berkeley & Brown Trust Mortgage Loan, as set forth in the Berkeley & Brown
Servicing Agreement (as described in Section 3.18(o)), (v) in the case of the
Bank of America Trust Mortgage Loan, as set forth in Section 6.11B of this
Agreement, (vi) in the case of the Sheraton Universal Trust Mortgage Loan, as
set forth in Section 6.11C of this Agreement, and (vii) in the case of a Trust
Mortgage Loan with a related mezzanine loan, in connection with a Mortgage Loan
default as set forth in the related intercreditor agreement.

         (b) Within five Business Days after any Serviced Trust Mortgage Loan
has become a Specially Serviced Trust Mortgage Loan, the Special Servicer shall
give notice of such event to the Santa Anita Non-Trust Mortgage Loan Noteholder
(if the Santa Anita Trust Mortgage Loan is involved), each holder of a
Certificate of the Controlling Class and the Trustee. The Special Servicer, any
single

                                     -187-
<PAGE>

Holder or any group of Certificateholders evidencing a majority of the Voting
Rights allocated to the Controlling Class and any assignees of the foregoing
parties (collectively, the "Purchase Option Holders") shall each have the option
to purchase such Specially Serviced Trust Mortgage Loan at a cash price that is
at least equal to the Purchase Price; provided that a material default exists or
is reasonably foreseeable with respect to such Specially Serviced Trust Mortgage
Loan. The Special Servicer shall accept the first offer by a Purchase Option
Holder that is at least equal to the Purchase Price.

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

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

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

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

         (g) If the party exercising the purchase option at the FV Price for any
Specially Serviced Trust Mortgage Loan is the Special Servicer or an Affiliate
thereof, the Trustee shall verify that the FV Price is at least equal to the
fair value of such Trust Mortgage Loan. In determining whether the FV Price is
at least equal to the fair value of such Trust Mortgage Loan the Trustee will be
permitted to

                                     -188-
<PAGE>

conclusively rely on an appraisal obtained by the Trustee from an Independent
Appraiser at the time it is required to verify the FV Price and/or the opinion
of an Independent expert in real estate matters (including the Master Servicer)
with at least five years' experience in valuing or investing in loans, similar
to such Trust Mortgage Loan, that has been selected by the Trustee with
reasonable care at the expense of the Trust Fund.

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

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

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

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

         (l) Notwithstanding anything to the contrary herein, the Santa Anita
Non-Trust Mortgage Loan Noteholder shall be entitled to purchase the Santa Anita
Trust Mortgage Loan in accordance with the terms and conditions set forth in the
Santa Anita Co-Lender Agreement, even after it has been purchased out of the
Trust Fund pursuant to this Section 3.18. The Master Servicer or the Special
Servicer, as applicable, shall determine the price to be paid in accordance with
the terms of the Santa Anita Co-Lender Agreement in connection with any such
purchase and shall provide such notices to the Santa Anita Non-Trust Mortgage
Loan Noteholder as are required by the Santa Anita Co-Lender Agreement in
connection with such holders' purchase rights.

         (m) Notwithstanding anything to the contrary herein, the Class BA
Directing Certificateholder shall be entitled to purchase the Bank of America
Trust Mortgage Loan pursuant to

                                     -189-
<PAGE>

Section 6.11B and the Class SU Directing Certificateholder shall be entitled to
purchase the Sheraton Universal Trust Mortgage Loan pursuant to Section 6.11C.

         (n) Any purchase of a Specially Serviced Mortgage Loan that is
purchased pursuant to this Section 3.18 will remain subject to the cure and
purchase rights of any holder of a related mezzanine loan in connection with a
Loan default as set forth in the related intercreditor agreement.

         (o) Pursuant to the terms of the Berkeley & Brown Co-Lender Agreement
and the Berkeley & Brown Servicing Agreement, if the Berkeley & Brown Trust
Mortgage Loan and the Berkeley & Brown Pari Passu Non-Trust Mortgage Loans are
60 days delinquent as to any Monthly Payment (or are 90 days delinquent as to
their Balloon Payment), certain specified parties under the Berkeley & Brown
Servicing Agreement, or any assignees of any of them, have the right to purchase
the Berkeley & Brown Trust Mortgage Loan, together with the Berkeley & Brown
Pari Passu Non-Trust Mortgage Loans, at a price determined in accordance with
the terms of the Berkeley & Brown Servicing Agreement. Further, if and for so
long as the Berkeley & Brown Loan Group remains specially serviced mortgage
loans in accordance with the Berkeley & Brown Servicing Agreement and, further,
any Monthly Payment is at least 60 days delinquent, then the Berkeley & Brown
Non-Trust Subordinate Loan Noteholders (or either of them) may, at its/their
option, purchase all of the Berkeley & Brown Trust Mortgage Loan and the
Berkeley & Brown Pari Passu Non-Trust Mortgage Loans (together only) at the
purchase price set forth in the Berkeley & Brown Co-Lender Agreement; provided
that the foregoing purchase right does not extend to the Berkeley & Brown REO
Property. Any purchase described in this paragraph shall be subject to the terms
of the Berkeley & Brown Co-Lender Agreement and/or any applicable provisions of
the Berkeley & Brown Servicing Agreement. The Trustee shall reasonably cooperate
with the relevant parties in effecting any purchase contemplated by this Section
3.18(o).

         (p) The Special Servicer shall use its best efforts to solicit bids for
each Administered REO Property in such manner as will be reasonably likely to
realize a fair price within the time period provided for by Section 3.16(a).
Subject to Sections 6.11, 6.11A, 6.11B and/or 6.11C, if and as applicable, the
Special Servicer shall accept the first (and, if multiple bids are received
contemporaneously or subsequently, the highest) cash bid received from any
Person that constitutes a fair price for such REO Property. If the Special
Servicer reasonably believes that it will be unable to realize a fair price for
any Administered REO Property within the time constraints imposed by Section
3.16(a), then (subject to Sections 6.11, 6.11A, 6.11B and/or 6.11C, if and 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.

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

         (r) No Interested Person shall be obligated to submit a bid to purchase
any Administered REO Property, and notwithstanding anything to the contrary
herein, neither the Trustee, in its individual capacity, nor any of its
Affiliates may bid for or purchase any Administered REO Property pursuant
hereto.

         (s) Whether any cash bid constitutes a fair price for any Administered
REO Property for purposes of this Section 3.18, shall be determined by the
Special Servicer or, if such cash bid is from

                                     -190-
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an Interested Person, by the Trustee. In determining whether any bid received
from an Interested Person represents a fair price for any Administered REO
Property, the Trustee shall be supplied with and shall be entitled to rely on
the most recent appraisal in the related Servicing File conducted in accordance
with this Agreement within the preceding 12-month period (or, in the absence of
any such appraisal or if there has been a material change at the subject REO
Property since any such appraisal, on a new appraisal to be obtained by the
Special Servicer (the cost of which shall be covered by, and be reimbursable as,
a Servicing Advance)). The appraiser conducting any such new appraisal shall be
an Independent Appraiser selected by the Special Servicer if neither the Special
Servicer nor any Affiliate thereof is bidding with respect to an Administered
REO Property and selected by the Trustee if either the Special Servicer or any
Affiliate thereof is so bidding. Where any Interested Person is among those
bidding with respect to an Administered REO Property, the Special Servicer shall
require that all bids be submitted to it (and, if the Special Servicer or any
Affiliate thereof is bidding, to the Trustee) in writing and be accompanied by a
refundable deposit of cash in an amount equal to 5% of the bid amount. In
determining whether any bid from a Person other than an Interested Person
constitutes a fair price for any Administered REO Property, the Special Servicer
shall take into account the results of any appraisal or updated appraisal that
it or the Master Servicer may have obtained in accordance with this Agreement
within the prior twelve months, and any Independent Appraiser shall be
instructed to take into account, as applicable, among other factors, the
occupancy level and physical condition of the subject REO Property, the state of
the local economy and the obligation to dispose of the subject REO Property
within the time period specified in Section 3.16(a). The Purchase Price for any
Administered REO Property shall in all cases be deemed a fair price.
Notwithstanding the other provisions of this Section 3.18, no cash bid from the
Special Servicer or any Affiliate thereof shall constitute a fair price for any
Administered REO Property unless such bid is the highest cash bid received and
at least two independent bids (not including the bid of the Special Servicer or
any Affiliate) have been received. In the event the bid of the Special Servicer
or any Affiliate thereof is the only bid received or is the higher of only two
bids received, then additional bids shall be solicited. If an additional bid or
bids, as the case may be, are received and the original bid of the Special
Servicer or any Affiliate thereof is the highest of all cash bids received, then
the bid of the Special Servicer or such Affiliate shall be accepted, provided
that the Trustee has otherwise determined, as provided above in this Section
3.18(s), that such bid constitutes a fair price for any Administered REO
Property. Any bid by the Special Servicer shall be unconditional; and, if
accepted, the subject Administered REO Property shall be transferred to the
Special Servicer without recourse, representation or warranty other than
customary representations as to title given in connection with the sale of a
real property.

         (t) Subject to Sections 3.18(a) through 3.18(s) above, and further
subject to Section 6.11, Section 6.11A, Section 6.11B and/or Section 6.11C, in
each case if and as applicable, the Special Servicer shall act on behalf of the
Trustee in negotiating with independent third parties seeking to purchase an
Administered REO Property and taking any other action necessary or appropriate
in connection with the sale of any Specially Serviced Trust Mortgage Loan or
Administered REO Property pursuant to this Section 3.18, and the collection of
all amounts payable in connection therewith. In connection therewith, the
Special Servicer may charge prospective bidders for any Administered REO
Property, and may retain, fees that approximate the Special Servicer's actual
costs in the preparation and delivery of information pertaining to, or
evaluating bids for, such Administered REO Property without obligation to
deposit such amounts into any Custodial Account. Any sale of a Specially
Serviced Trust Mortgage Loan or an Administered REO Property pursuant to this
Section 3.18 shall be final and without recourse to the Trustee or the Trust,
and if such sale is consummated in accordance with the terms of this Agreement,
neither the Special Servicer nor the Trustee shall have any liability to any

                                     -191-
<PAGE>

Certificateholder with respect to the purchase price therefor accepted by the
Special Servicer or the Trustee.

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

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

         (a) The Master Servicer shall deliver to the Trustee for deposit in the
Collection Account on each Master Servicer Remittance Date, without any right of
reimbursement therefor, an amount equal to the lesser of (i) the aggregate
amount of all Prepayment Interest Shortfalls, if any, incurred in connection
with Principal Prepayments Received by the Trust during the most recently ended
Collection Period with respect to Performing Trust Mortgage Loans and (ii) the
sum of (1) the aggregate of all Master Servicing Fees received by the Master
Servicer during such Collection Period with respect to the entire Mortgage Pool
(but only to the extent of that portion thereof calculated at a rate of 0.015%
per annum with respect to each and every Trust Mortgage Loan and REO Trust
Mortgage Loan) and (2) the aggregate amount of Prepayment Interest Excesses
received in respect of the entire Mortgage Pool during such Collection Period;
provided, however, that if any Prepayment Interest Shortfall occurs as a result
of the Master Servicer's allowing the Mortgagor to deviate from the terms of the
related loan documents regarding principal prepayments, the Master Servicer
shall be obligated to pay an amount equal to the entire Prepayment Interest
Shortfall with respect to the subject Serviced Trust Mortgage Loan without any
limitation of the kind set forth in clauses (1) and (2) above.

         (b) The Master Servicer shall, as to each Serviced Trust Mortgage Loan
which is secured by the interest of the related Mortgagor under a Ground Lease,
even if the corresponding fee interest is encumbered, promptly (and in any event
within 60 days) following the Closing Date, notify the related ground lessor of
the transfer of such Serviced Trust Mortgage Loan to the Trust Fund pursuant to
this Agreement and inform such ground lessor that any notices of default under
the related Ground Lease should thereafter be forwarded to the Master Servicer.

(c) The Master Servicer shall, as to each Serviced Trust Mortgage Loan which is
secured by the interest of the related Mortgagor in a hospitality property, not
later than the later of (i) 30 days following the Master Servicer's receipt of
the subject franchise agreement and (ii) the expiration of the period that may
be required for such notice pursuant to the terms of the applicable franchise
documents, if any, notify the related hospitality franchisor of the transfer of
such Serviced Trust Mortgage Loan to the Trust Fund pursuant to this Agreement
and inform such hospitality franchisor that any notices of default under the
related franchise agreement should thereafter be forwarded to the Master
Servicer.

         (d) Notwithstanding anything to the contrary contained in this
Agreement, if a Servicing Advance is required to be made with respect to a
Specially Serviced Mortgage Loan or an Administered REO Property under this
Agreement, the Special Servicer shall request that the Master Servicer make such
Servicing Advance, such request to be made, in writing, at least five (5)
Business Days (or, in an emergency situation or on an urgent basis, two (2)
Business Days, provided that the written request sets forth the nature of the
emergency or the basis of the urgency) in advance of the date

                                     -192-
<PAGE>

on which such Servicing Advance is required to be made hereunder and to be
accompanied by such information and documentation regarding the subject
Servicing Advance as the Master Servicer may reasonably request. The Master
Servicer shall have the obligation to make any such Servicing Advance that it is
so requested by the Special Servicer to make, within five (5) Business Days (or,
in an emergency situation or on an urgent basis, two (2) Business Days) of the
Master Servicer's receipt of such request. If the request is timely and properly
made, the Special Servicer shall be relieved of any obligations with respect to
a Servicing Advance that it so requests the Master Servicer to make (regardless
of whether or not the Master Servicer shall make such Servicing Advance). The
Master Servicer shall be entitled to reimbursement for any Servicing Advance
made by it at the direction of the Special Servicer, together with interest
thereon in accordance with Sections 3.05(a), 3.05A and/or 3.11(g), as
applicable, at the same time, in the same manner and to the same extent as the
Master Servicer is entitled with respect to any other Servicing Advances made
thereby.

         Notwithstanding the foregoing provisions of this Section 3.19(d), the
Master Servicer shall not be required to make at the direction of the Special
Servicer, any Servicing Advance if the Master Servicer determines in its
reasonable, good faith judgment that such Servicing Advance, although not
characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is
in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the
Special Servicer in writing of such determination, which shall be made pursuant
to Section 3.11(h). Any request by the Special Servicer that the Master Servicer
make a Servicing Advance shall be deemed to be a determination by the Special
Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing
Advance, and the Master Servicer, the Trustee and the Fiscal Agent shall be
entitled to conclusively rely on such determination. Upon determining that any
Servicing Advance previously made with respect to a Specially Serviced Mortgage
Loan or an Administered REO Property is a Nonrecoverable Servicing Advance, the
Special Servicer shall report to the Master Servicer the Special Servicer's
determination. The Master Servicer shall be entitled to conclusively rely on
such a determination.

         SECTION 3.20. Modifications, Waivers, Amendments and Consents;
                       Defeasance.

         (a) Subject to Sections 3.20(b) through 3.20(f) and 3.20(l) below, and
further subject to Section 6.11, Section 6.11A, Section 6.11B and/or Section
6.11C, in each case if and as applicable, the Special Servicer (or, under the
limited circumstances set forth in Section 3.20(c), the Master Servicer) may, on
behalf of the Trustee and, in the case of the Santa Anita Non-Trust Mortgage
Loan, the Santa Anita Non-Trust Mortgage Loan Noteholder, agree to any
modification, extension, waiver or amendment of any term of any Serviced
Mortgage Loan and respond to various Mortgagor requests for consent on the part
of the mortgagee (including the lease reviews and lease consents related
thereto), without the consent of the Trustee, any Certificateholder, the Santa
Anita Non-Trust Mortgage Loan Noteholder, the Master Servicer (in the case of
any such action taken by the Special Servicer) or, except as expressly set forth
below, the Special Servicer (in the case of any such action taken by the Master
Servicer).

         (b) All modifications, extensions, waivers or amendments of any
Serviced Mortgage Loan, including the lease reviews and lease consents related
thereto, shall be in writing and shall be considered and effected in a manner
consistent with the Servicing Standard.

         (c) In the case of any Performing Serviced Mortgage Loan, and subject
to the rights of the Special Servicer set forth below, the Master Servicer shall
be responsible for responding to any

                                     -193-
<PAGE>

request by a Mortgagor for the consent or approval of the mortgagee with respect
to a modification, extension, waiver or amendment of any term thereof, provided
that such consent or approval or such modification, extension, waiver or
amendment would not (except as permitted by Sections 3.02(a), 3.03(d), 3.07,
3.08(a) and 3.20(l) and the next paragraph of this Section 3.20(c)) affect the
amount or timing of any of the payment terms of such Mortgage Loan (including
payment terms related to late payment charges), result in the release of the
related Mortgagor from any material term thereunder, waive any rights thereunder
with respect to any guarantor thereof, relate to the release, addition or
substitution of any material collateral for such Mortgage Loan or relate to any
waiver of or granting of consent under a "due-on-sale" or "due-on-encumbrance"
clause. With respect to any action proposed to be taken by the Master Servicer
under this Section 3.20(c) where the thresholds in clauses (i) through (vi) of
the next sentence are exceeded, or which involves the situations set forth in
the proviso to the previous sentence, the Special Servicer only may take such
action. To the extent consistent with the foregoing, but subject to Section
3.20(f), the Master Servicer shall also be responsible for the following with
respect to each Performing Serviced Mortgage Loans:

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

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

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

             (v) Approving easements or rights of way that do not materially
   affect the use or value of a Mortgaged Property or the Mortgagor's ability to
   make any payments with respect to the subject Performing Serviced Mortgage
   Loan; and

             (vi) Approving a change of the property manager at the request of
   the related Mortgagor, provided that (A) the successor property manager is
   not affiliated with the Mortgagor and is a nationally or regionally
   recognized manager of similar properties, (B) the related Serviced Trust
   Mortgage Loan does not represent 2% or more of the then aggregate principal
   balance of the Mortgage Pool and (C) the Santa Anita Mortgaged Property is
   not involved.

                                     -194-
<PAGE>

         Subject to Section 6.11, Section 6.11A, Section 6.11B or Section 6.11C,
as applicable, and the Servicing Standard, and further subject to the second
sentence of the next paragraph and the second paragraph of Section 3.20(e), the
Master Servicer may, upon the occurrence of a potential default in the making of
a balloon payment on a Performing Five-Year Mortgage Loan, extend the maturity
date of such Performing Five-Year Mortgage Loan for up to one year; provided
that the Master Servicer may only approve two such one-year extensions of the
maturity date of any Performing Five-Year Mortgage Loan.

         Except as permitted by Section 3.02(a), Section 3.03(d), Section 3.07,
Section 3.08(a), this Section 3.20(c) and Section 3.20(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 3.07, Section 3.08,
Section 3.20(e) or Section 3.20(l), the Special Servicer, on behalf of the
Trustee or, in the case of the Santa Anita Non-Trust Mortgage Loan, the Santa
Anita Non-Trust Mortgage Loan Noteholder, shall not agree or consent to any
modification, extension, waiver or amendment of any term of any Serviced
Mortgage Loan that would:

             (i) affect the amount or timing of any scheduled payment of
   principal, interest or other amount (including Prepayment Premiums or Yield
   Maintenance Charges, but excluding Default Interest and other amounts payable
   as additional servicing compensation) payable thereunder;

             (ii) affect the obligation of the related Mortgagor to pay a
   Prepayment Premium or Yield Maintenance Charge, or effectuate the waiver of
   any prepayment restriction thereunder or permit a Principal Prepayment during
   any period in which the related Mortgage Note prohibits Principal
   Prepayments;

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

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

         (e) Notwithstanding Section 3.20(d), but subject to Section 6.11,
Section 6.11A, Section 6.11B and/or Section 6.11C, in each case if and as
applicable, and the second and third paragraphs of this Section 3.20(e), the
Special Servicer may (i) reduce the amounts owing under any Specially Serviced
Mortgage Loan by forgiving principal, accrued interest, Additional Interest or
any Prepayment Premium or Yield Maintenance Charge, (ii) reduce the amount of
the Monthly Payment on any Specially Serviced Mortgage Loan, including by way of
a reduction in the related Mortgage Rate,

                                     -195-
<PAGE>

(iii) forbear in the enforcement of any right granted under any Mortgage Note,
Mortgage or other loan document relating to a Specially Serviced Mortgage Loan,
(iv) accept a Principal Prepayment on any Specially Serviced Mortgage Loan
during any Lockout Period, or (v) extend the maturity of any Specially Serviced
Mortgage Loan; provided that (A) the related Mortgagor is in monetary default or
material non-monetary default with respect to such Specially Serviced Mortgage
Loan or, in the reasonable, good faith judgment of the Special Servicer, such
default is reasonably foreseeable, (B) in the reasonable, good faith judgment of
the Special Servicer, such modification, extension, waiver or amendment would
increase the recovery on such Specially Serviced Mortgage Loan to
Certificateholders (as a collective whole) or, if the Santa Anita Loan Pair is
involved, would increase the recovery on such Loan Pair to Certificateholders
and the Santa Anita Non-Trust Mortgage Loan Noteholder (as a collective whole),
on a present value basis (the relevant discounting of anticipated collections
that will be distributable to the Certificateholders (or, in the case of the
Santa Anita Loan Pair, to Certificateholders and the Santa Anita Non-Trust
Mortgage Loan Noteholder), to be performed at the related Mortgage Rate(s)), and
(C) such modification, extension, waiver or amendment would not cause an Adverse
REMIC Event in respect of any REMIC Pool or an Adverse Grantor Trust Event with
respect to the Grantor Trust; and provided, further, that (X) any modification,
extension, waiver or amendment of the payment terms of the Santa Anita Loan Pair
shall be structured so as to be consistent with the allocation and payment
priorities set forth in the related loan documents and the Santa Anita Co-Lender
Agreement, such that neither the Trust as holder of the Santa Anita Trust
Mortgage Loan nor the Santa Anita Non-Trust Mortgage Loan Noteholder shall gain
a priority over the other such holder with respect to any payment, which
priority is not, as of the date of the Santa Anita Co-Lender Agreement,
reflected in the related loan documents and such co-lender agreement, and (Y) to
the extent consistent with the Servicing Standard (taking into account the
extent to which the Santa Anita Non-Trust Mortgage Loan is junior to the Santa
Anita Trust Mortgage Loan), (1) no waiver, reduction or deferral of any
particular amounts due on the Santa Anita Trust Mortgage Loan shall be effected
prior to the waiver, reduction or deferral of the entire corresponding item in
respect of the Santa Anita Non-Trust Mortgage Loan, and (2) no reduction of the
Mortgage Rate of the Santa Anita Trust Mortgage Loan shall be effected prior to
the reduction of the Mortgage Rate of the Santa Anita Non-Trust Mortgage Loan,
to the fullest extent possible.

         In no event shall the Special Servicer or the Master Servicer: (i)
extend the maturity date of a Serviced Mortgage Loan beyond the date that is two
years prior to the last Rated Final Distribution Date; (ii) extend the maturity
date of any Serviced Mortgage Loan for more than five years beyond its Stated
Maturity Date; or (iii) if the subject Serviced Mortgage Loan is secured solely
or primarily by a Mortgage on the leasehold interest under a Ground Lease (but
not the related fee interest), extend the maturity date of such Serviced
Mortgage Loan beyond the date which is 20 years (or, to the extent consistent
with the Servicing Standard, giving due consideration to the remaining term of
the Ground Lease, 10 years) prior to the expiration of the term of such Ground
Lease.

         The determination of the Special Servicer contemplated by clause (B) of
the proviso to the first paragraph of this Section 3.20(e) shall be evidenced by
an Officer's Certificate to such effect delivered to the Trustee and the Master
Servicer (and, in the case of the Santa Anita Loan Pair, the Santa Anita
Non-Trust Mortgage Loan Noteholder) and describing in reasonable detail the
basis for the Special Servicer's determination. The Special Servicer shall
attach to such Officer's Certificate any information including but not limited
to income and expense statements, rent rolls, property inspection reports and
appraisals that support such determination.

                                     -196-
<PAGE>

         (f) Notwithstanding anything to the contrary in this Agreement, none of
the Trustee, the Master Servicer or the Special Servicer, as applicable, shall
give any consent, approval or direction regarding the termination of the related
property manager or the designation of any replacement property manager or, if
such Mortgaged Property is hospitality property, give any consent, approval or
direction regarding the termination of the franchise or the designation of a new
franchise, with respect to any Mortgaged Property that secures a Serviced Trust
Mortgage Loan that has an unpaid principal balance that is at least equal to the
lesser of $20,000,000 and 2% of the then aggregate principal balance of the
Mortgage Pool, unless: (1) the mortgagee is not given discretion under the terms
of the related Mortgage Loan to withhold its consent; 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 Serviced Mortgage Loan, notwithstanding that the terms of
such modification, extension, waiver or amendment so permit. The foregoing shall
in no way limit the Special Servicer's ability to charge and collect from the
Mortgagor costs otherwise collectible under the terms of the related Mortgage
Note.

         (h) The Special Servicer or Master Servicer may, as a condition to
granting any request by a Mortgagor for consent, modification, extension, waiver
or indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Serviced Mortgage Loan and, further, by the terms of this Agreement and
applicable law, require that such Mortgagor pay to it (i) as additional
servicing compensation, a reasonable or customary fee for the additional
services performed in connection with such request, and (ii) any related costs
and expenses incurred by it. Any such fee that is to be shared by the Master
Servicer and the Special Servicer may not be waived or reduced by either such
party without the consent of the other party. In no event shall the Special
Servicer or Master Servicer be entitled to payment for such fees or expenses
unless such payment is collected from the related Mortgagor.

         (i) The Special Servicer and Master Servicer shall each notify the
other, any related Sub-Servicers, the Trustee and, if the Santa Anita Non-Trust
Mortgage Loan is affected, the Santa Anita Non-Trust Mortgage Loan Noteholder,
in writing, of any modification, extension, waiver or amendment of any term of
any Serviced Mortgage Loan (including fees charged the Mortgagor) agreed to by
it and the date thereof, and shall deliver to the Trustee or any related
Custodian for deposit in the related Mortgage File (with a copy to be delivered
to or retained by, as applicable, the Master Servicer) and, if the Santa Anita
Non-Trust Mortgage Loan is affected, the Santa Anita Non-Trust Mortgage Loan
Noteholder, an executed counterpart of the agreement relating to such
modification, extension, waiver or amendment promptly following execution and
delivery thereof, to be followed by an original recorded counterpart promptly
following the recordation (and receipt) thereof.

         (j) To the extent that either the Master Servicer or Special Servicer
waives any Default Charge in respect of any Serviced Mortgage Loan, whether
pursuant to Section 3.02(a) or this Section 3.20, the respective amounts of
additional servicing compensation payable to the Master

                                     -197-
<PAGE>

Servicer and the Special Servicer as Net Default Charges out of such Default
Charges shall be reduced proportionately based upon the respective amounts that
would have been payable thereto as Net Default Charges out of such Default
Charges if such waiver had not been granted.

         (k) If, with respect to any Serviced Mortgage Loan (1) under which the
lender can require defeasance in lieu of prepayment, or (2) that permits
defeasance, the Master Servicer shall receive a notice from the related
Mortgagor that it intends to prepay or defease, as applicable, such Serviced
Mortgage Loan in accordance with the terms thereof, then the Master Servicer
shall, subject to the next paragraph and the related loan documents, (i) only in
the case of a Serviced Mortgage Loan under clause (1) above, promptly respond to
such notice in a manner which would require that the Mortgagor pledge Defeasance
Collateral in lieu of such prepayment pursuant to the terms of the related
Mortgage Note, and (ii) notify each Rating Agency, the Trustee, the Underwriters
and the Special Servicer of the intent to defease such Mortgage Loan, and (iii)
upon the written confirmation from each Rating Agency that the acceptance of a
pledge of the Defeasance Collateral (or, in the case of a Serviced Trust
Mortgage Loan under clause (1) above, that the acceptance of a pledge of the
Defeasance Collateral in lieu of a full prepayment) will not result in an
Adverse Rating Event, take such further action as provided in such Mortgage Note
to effectuate such defeasance, including the purchase and perfection of the
Defeasance Collateral on behalf of the Trustee (as mortgagee of record on behalf
of the Certificateholders and, in the case of the Santa Anita Non-Trust Mortgage
Loan, the Santa Anita Non-Trust Mortgage Loan Noteholder); provided that the
written confirmation contemplated by clause (iii) above shall not be required
(A) from S&P in the case of a Serviced Trust Mortgage Loan (1) with an unpaid
principal balance less than or equal to $20,000,000, (2) that constitutes less
than 5% of the aggregate unpaid principal balance of the Mortgage Pool and (3)
that does not then constitute one of the ten largest (measured by unpaid
principal balance) Trust Mortgage Loans in the Mortgage Pool, provided that, in
lieu of delivering such written confirmation from S&P, the Master Servicer
delivers to S&P a certification in the form attached hereto as Exhibit M (a
"Defeasance Certificate"), or (B) from Moody's in the case of any Serviced Trust
Mortgage Loan that does not then constitute one of the ten largest (measured by
unpaid principal balance) Trust Mortgage Loans in the Mortgage Pool or that does
not then constitute one of the ten largest groups (measured by aggregate unpaid
principal balance) of Trust Mortgage Loans with related Mortgagors, provided
that, in lieu of delivering such written confirmation from Moody's, the Master
Servicer delivers to Moody's a Defeasance Certificate; and provided, further,
that, the written confirmation contemplated by clause (iii) above shall not be
required from S&P and/or Moody's (provided the Master Servicer delivers a
Defeasance Certificate to the applicable Rating Agency), as applicable, in the
event the subject Serviced Trust Mortgage Loan complies with the then current
applicable guidelines set forth by such Rating Agency, or the unpaid principal
balance of the subject Serviced Trust Mortgage Loan, the percentage the subject
Serviced Trust Mortgage Loan constitutes of the Mortgage Pool or the relative
size of the subject Serviced Trust Mortgage Loan with respect to the Mortgage
Pool, as applicable, does not exceed the current applicable threshold for review
as set forth by such Rating Agency).

         Notwithstanding the foregoing, but subject to the related loan
documents, the Master Servicer shall not permit a pledge of Defeasance
Collateral under a Defeasance Mortgage Loan (excluding of the Berkeley & Brown
Trust Mortgage Loan) if (i) such defeasance would occur within two years of the
Startup Day, (ii) the defeasance collateral shall not be Government Securities;
(iii) all costs to be incurred in connection with such defeasance (including
Rating Agency fees, accountants' fees and costs incurred in connection with any
required opinions of counsel) would not be paid by the related Mortgagor, or
(iv) unless such confirmation is not required pursuant to the first paragraph of
this

                                     -198-
<PAGE>

Section 3.20(k), either Rating Agency does not confirm in writing to the Master
Servicer that the acceptance of a pledge of the Defeasance Collateral (in lieu
of a full prepayment, if applicable) will not result in an Adverse Rating Event.

         All expenses related to the defeasance of a Defeasance Mortgage Loan
that is a Serviced Mortgage Loan shall be charged to the related Mortgagor or
other responsible party.

         (l) With respect to any ARD Mortgage Loan after its Anticipated
Repayment Date, the Master Servicer shall be permitted, subject to obtaining the
Special Servicer's consent, to waive (such waiver to be in writing addressed to
the related Mortgagor, with a copy to the Trustee) all or any portion of the
accrued Additional Interest on such ARD Mortgage Loan if (i) such ARD Mortgage
Loan is a Performing Serviced Mortgage Loan, (ii) prior to the related maturity
date, the related Mortgagor has requested the right to prepay such ARD Mortgage
Loan in full together with all payments required under such ARD Mortgage Loan in
connection with such prepayment (except for all or a portion of such accrued
Additional Interest), and (iii) the Master Servicer reasonably believes that it
is waiving an amount of Additional Interest in excess of the amount of such
interest that the related Mortgagor is likely to pay and has determined, in its
reasonable, good faith judgment, that the waiver of the Trust's right to receive
such accrued Additional Interest is reasonably likely to produce a greater
payment to Certificateholders (as a collective whole) on a present value basis
(the relevant discounting of anticipated collections that will be distributable
to Certificateholders to be performed at the related Mortgage Rate) than a
refusal to waive the right to such Additional Interest. Neither the Master
Servicer nor the Special Servicer shall have any liability to the Trust, the
Certificateholders or any other Person so long as such determination is
exercised in accordance with the Servicing Standard.

         SECTION 3.21. Transfer of Servicing Between Master Servicer and Special
                       Servicer; Record Keeping.

         (a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Serviced Mortgage Loan that had otherwise been a Performing
Serviced Mortgage Loan, and if the Master Servicer is not also the Special
Servicer, the Master Servicer shall immediately give notice thereof (or, if
applicable, the Special Servicer shall immediately give notice thereof to the
Master Servicer), and the Master Servicer shall deliver a copy of the related
Servicing File, to the Special Servicer and shall use reasonable efforts to
provide the Special Servicer with all information, documents (or copies thereof)
and records (including records stored electronically on computer tapes, magnetic
discs and the like) relating to such Mortgage Loan, either in the Master
Servicer's or any of its directors', officers', employees', affiliates' or
agents' possession or control or otherwise available to the Master Servicer
without undue burden or expense, and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect thereto
without acting through a Sub-Servicer. The Master Servicer shall use reasonable
efforts to comply with the preceding sentence within five Business Days of the
occurrence of each related Servicing Transfer Event (or of notice of the
occurrence of such Servicing Transfer Event, if applicable); provided, however,
that if the information, documents and records requested by the Special Servicer
are not contained in the Servicing File, the Master Servicer shall have such
period of time as reasonably necessary to make such delivery. The Special
Servicer may conclusively rely on the Master Servicer's determination (and the
Master Servicer may conclusively rely on the Special Servicer's determination,
as applicable) that a Servicing Transfer Event has occurred giving rise to a
Serviced Mortgage Loan's becoming a Specially Serviced Mortgage Loan. The
Special Servicer shall not be liable or in default hereunder for any reasonable
act or failure to act

                                     -199-
<PAGE>

because of or arising out of the Master Servicer's failure to deliver
information, documents or records with respect to any Specially Serviced
Mortgage Loan in accordance with the requirements hereof.

         Upon determining that a Specially Serviced Mortgage Loan has become a
Corrected Mortgage Loan, and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall immediately give notice thereof, and shall
within five Business Days of such occurrence return the related Servicing File,
together with any and all new information, documents and records relating to the
subject Mortgage Loan that were not part of the Servicing File when it was
delivered to the Special Servicer, to the Master Servicer (or such other Person
as may be directed by the Master Servicer) and upon giving such notice, and
returning such Servicing File, to the Master Servicer (or such other Person as
may be directed by the Master Servicer), the Special Servicer's obligation to
service such Mortgage Loan, and the Special Servicer's right to receive the
Special Servicing Fee with respect to such Mortgage Loan shall terminate, and
the obligations of the Master Servicer to service and administer such Mortgage
Loan shall resume.

         Notwithstanding anything herein to the contrary, in connection with the
transfer to the Special Servicer of the servicing of a Cross-Collateralized
Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of
servicing responsibilities by the Master Servicer with respect to any such
Serviced Mortgage Loan upon its becoming a Corrected Mortgage Loan, the Master
Servicer and the Special Servicer shall each transfer to the other, as and when
applicable, the servicing of all other Cross-Collateralized Mortgage Loans
constituting part of the same Cross-Collateralized Group; provided that no
Cross-Collateralized Mortgage Loan may become a Corrected Mortgage Loan at
anytime that a continuing Servicing Transfer Event exists with respect to
another Cross-Collateralized Mortgage Loan in the same Cross-Collateralized
Group.

         (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Custodian originals of newly executed documents
included within the definition of "Mortgage File" for inclusion in the related
Mortgage File (with a copy of each such original to the Master Servicer), and
shall provide to the Master Servicer copies of any additional related Mortgage
Loan information, including correspondence with the related Mortgagor.

         (c) Upon request (and to the extent not otherwise already provided by
the Special Servicer pursuant to its reporting obligations hereunder), the
Special Servicer shall deliver to the Master Servicer, the Trustee and each
Rating Agency (or such other Person as may be directed by the Master Servicer) a
statement in writing and in computer readable format (the form of such statement
to be agreed upon by the Master Servicer and the Special Servicer) describing,
on a loan-by-loan and property-by-property basis, (1) insofar as it relates to
Specially Serviced Mortgage Loans and REO Properties, the information described
in clauses (viii) through (xv) of Section 4.02(a) (with respect to information
set forth in such clauses related to prior Distribution Dates and/or periods,
the Special Servicer may conclusively rely on information furnished to it by the
Master Servicer or the Trustee) and, insofar as it relates to the Special
Servicer, the information described in clauses (xxiv) and (xxx) of Section
4.02(a), (2) the amount of all payments, Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds received, and the amount of any Realized Loss
incurred, with respect to each Specially Serviced Mortgage Loan during the
related Collection Period, and the amount of Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds received, and the amount of any Realized Loss
incurred, with respect to each Administered REO Property during the related
Collection Period, (3) the amount, purpose and date of all Servicing Advances
made by the Special Servicer with respect to

                                     -200-
<PAGE>

each Specially Serviced Mortgage Loan and Administered REO Property during the
related Collection Period, (4) in writing, a brief narrative summary of the
status of each Specially Serviced Mortgage Loan and (5) such additional
information relating to the Specially Serviced Mortgage Loans and Administered
REO Properties as the Master Servicer reasonably requests to enable it to
perform its responsibilities under this Agreement. Notwithstanding the foregoing
provisions of this subsection (c), the Master Servicer shall maintain ongoing
payment records with respect to each of the Specially Serviced Mortgage Loans
and Administered REO Properties and shall provide the Special Servicer with any
information reasonably available to the Master Servicer required by the Special
Servicer to perform its duties under this Agreement.

         SECTION 3.22. Sub-Servicing Agreements.

         (a) The Master Servicer and, subject to Section 3.22(f), the Special
Servicer may enter into Sub-Servicing Agreements to provide for the performance
by third parties of any or all of their respective obligations hereunder,
provided that in each case, the Sub-Servicing Agreement: (i) is consistent with
this Agreement in all material respects, requires the Sub-Servicer to comply
with all of the applicable conditions of this Agreement and, with the exception
of Sections 7.01(a)(x) and (xi), provides for events of default with respect to
the Sub-Servicer substantially the same as those set forth in Section 7.01
(modified as necessary to apply to the Sub-Servicer's obligations under the
Sub-Servicing Agreement); (ii) provides that if the Master Servicer or the
Special Servicer, as the case may be, shall for any reason no longer act in such
capacity hereunder (including by reason of an Event of Default), the Trustee or
its designee may thereupon assume all of the rights and, except to the extent
they arose prior to the date of assumption, obligations of the Master Servicer
or the Special Servicer, as the case may be, under such agreement or may
terminate such sub-servicing agreement without cause and without payment of any
penalty or termination fee (provided, however, that those Sub-Servicing
Agreements in effect as of the Closing Date (or, if being negotiated as of the
Closing Date, in effect within 90 days thereafter) may only be terminated by the
Trustee or its designee as contemplated by Section 3.22(d) hereof and in such
additional manner as is provided in such Sub-Servicing Agreement); (iii)
provides that the Trustee, for the benefit of the Certificateholders and, in the
case of a Sub-Servicing Agreement relating to the Santa Anita Loan Pair, the
Santa Anita Non-Trust Mortgage Loan Noteholder, shall each be a third party
beneficiary under such agreement, but that (except to the extent the Trustee or
its designee assumes the obligations of the Master Servicer or the Special
Servicer, as the case may be, thereunder as contemplated by the immediately
preceding clause (ii)) none of the Trustee, the Trust, any successor Master
Servicer or the Special Servicer, as the case may be, the Santa Anita Non-Trust
Mortgage Loan Noteholder or any Certificateholder shall have any duties under
such agreement or any liabilities arising therefrom; (iv) permits any purchaser
of a Serviced Trust Mortgage Loan pursuant to this Agreement to terminate such
agreement with respect to such purchased Trust Mortgage Loan at its option and
without penalty; (v) does not permit the Sub-Servicer to enter into or consent
to any modification, extension, waiver or amendment or otherwise take any action
on behalf of the Master Servicer or the Special Servicer contemplated by Section
3.08, Section 3.09 and Section 3.20 hereof without the consent of the Master
Servicer or Special Servicer, as the case may be; and (vi) does not permit the
Sub-Servicer any direct rights of indemnification that may be satisfied out of
assets of the Trust Fund. In addition, each Sub-Servicing Agreement entered into
by the Master Servicer (including any with an effective date on or before the
Closing Date) shall provide that such agreement shall, with respect to any
Serviced Mortgage Loan serviced thereunder, terminate at the time such Mortgage
Loan becomes a Specially Serviced Mortgage Loan (or, alternatively, be subject
to the Special Servicer's rights to service such Mortgage Loan for so long as
such Mortgage Loan continues to be a Specially

                                     -201-
<PAGE>

Serviced Mortgage Loan), and each Sub-Servicing Agreement entered into by the
Special Servicer shall relate only to Specially Serviced Mortgage Loans and
shall terminate with respect to any such Mortgage Loan which ceases to be a
Specially Serviced Mortgage Loan. The Master Servicer and the Special Servicer
each shall deliver to the Trustee and each other copies of all Sub-Servicing
Agreements (and, to the Santa Anita Non-Trust Mortgage Loan Noteholder, a copy
of any Sub-Servicing Agreement in respect of the Santa Anita Non-Trust Mortgage
Loan), as well as any amendments thereto and modifications thereof, entered into
by it promptly upon its execution and delivery of such documents. References in
this Agreement to actions taken or to be taken by the Master Servicer or the
Special Servicer include actions taken or to be taken by a Sub-Servicer on
behalf of the Master Servicer or the Special Servicer, as the case may be; and,
in connection therewith, all amounts advanced by any Sub-Servicer to satisfy the
obligations of the Master Servicer hereunder to make P&I Advances or Servicing
Advances shall be deemed to have been advanced by the Master Servicer out of its
own funds and, accordingly, such P&I Advances or Servicing Advances shall be
recoverable by such Sub-Servicer in the same manner and out of the same funds as
if such Sub-Servicer were the Master Servicer. For so long as they are
outstanding, Advances shall accrue interest in accordance with Sections 3.11(g)
or 4.03(d), as applicable, such interest to be allocable between the Master
Servicer and such Sub-Servicer as they may agree. For purposes of this
Agreement, the Master Servicer and the Special Servicer each shall be deemed to
have received any payment when a Sub-Servicer retained by it receives such
payment. The Master Servicer and the Special Servicer each shall notify the
other, the Trustee, the Depositor, the Controlling Class Certificateholders and,
if the Santa Anita Loan Pair is affected, the Santa Anita Non-Trust Mortgage
Loan Noteholder in writing promptly of the appointment by it of any
Sub-Servicer.

         (b) Each Sub-Servicer (i) shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law, and (ii) except
for any Sub-Servicer that is servicing any of the Serviced Mortgage Loans on the
Closing Date, shall be an approved conventional seller/servicer of mortgage
loans for FHLMC or Fannie Mae or a HUD-Approved Servicer.

         (c) The Master Servicer and the Special Servicer, for the benefit of
the Trustee, the Certificateholders and, in the case of the Santa Anita
Non-Trust Mortgage Loan, also for the benefit of the Santa Anita Non-Trust
Mortgage Loan Noteholder, shall (at no expense to the Trustee, the
Certificateholders, the Santa Anita Non-Trust Mortgage Loan Noteholder or the
Trust Fund) monitor the performance and enforce the obligations of their
respective Sub-Servicers under the related Sub-Servicing Agreements. Such
enforcement, including the legal prosecution of claims, termination of
Sub-Servicing Agreements in accordance with their respective terms and the
pursuit of other appropriate remedies, shall be in such form and carried out to
such an extent and at such time as the Master Servicer or the Special Servicer,
as applicable, in its good faith business judgment, would require were it the
owner of the subject Serviced Mortgage Loans.

         (d) In the event of the resignation, removal or other termination of
the Master Servicer or any successor Master Servicer hereunder for any reason,
the Trustee or other Person succeeding such resigning, removed or terminated
party as Master Servicer, shall elect, with respect to any Sub-Servicing
Agreement in effect as of the Closing Date (or, if being negotiated as of the
Closing Date, in effect within 90 days thereafter) that still exists at the time
of such termination: (i) to assume the rights and obligations of the Master
Servicer under such Sub-Servicing Agreement and continue the sub-servicing
arrangements thereunder on the same terms (including the obligation to pay the
same sub-

                                     -202-
<PAGE>

servicing fee); (ii) to enter into a new Sub-Servicing Agreement with such
Sub-Servicer on such terms as the Trustee or other successor Master Servicer and
such Sub-Servicer shall mutually agree (it being understood that such
Sub-Servicer is under no obligation to accept any such new Sub-Servicing
Agreement or to enter into or continue negotiations with the Trustee or other
successor Master Servicer), provided that neither the Trustee nor any successor
Master Servicer shall enter into a new Sub-Servicing Agreement with a
Sub-Servicer that was a party to a Sub-Servicing Agreement as of the Closing
Date, if such new Sub-Servicing Agreement amends, alters or fails to restate any
rights of any Underwriter or Mortgage Loan Seller under the existing
Sub-Servicing Agreement with respect to the termination of the Sub-Servicer and
the appointment of a successor thereto or any rights of any Underwriter or
Mortgage Loan Seller as a third party beneficiary under such Sub-Servicing
Agreement, unless the successor Master Servicer has obtained the prior written
consent to the terms of such new Sub-Servicing Agreement from such Underwriter
or Mortgage Loan Seller, as the case may be; or (iii) to terminate the
Sub-Servicing Agreement if (but only if) an Event of Default (as defined in such
Sub-Servicing Agreement) has occurred and is continuing, without paying any
sub-servicer termination fee, and in any additional manner provided for in such
Sub-Servicing Agreement.

         The Sub-Servicers as to which Sub-Servicing Agreements are in effect or
being negotiated as of the Closing Date are listed on Exhibit K hereto.

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

         (f) Notwithstanding the above, the Special Servicer may not enter into
any Sub-Servicing Agreement without the approval of the Controlling Class
Representative.

         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 Santa Anita Non-Trust Mortgage Loan Noteholder, as of
the Closing Date, that:

             (i) The Master Servicer is a national banking association, duly
   organized under the laws of the United States, and the Master Servicer is in
   compliance with the laws of each state in which any Mortgaged Property is
   located to the extent necessary to perform its obligations under this
   Agreement.

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

                                     -203-
<PAGE>

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

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

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

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

             (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.

                                     -204-
<PAGE>

         (c) Any successor Master Servicer shall be deemed to have made, as of
the date of its succession, each of the representations and warranties set forth
in Section 3.23(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 3.23(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.

         SECTION 3.24. Representations and Warranties of the Special Servicer.

         (a) The Special Servicer, in such capacity, hereby represents, warrants
and covenants to the other parties hereto and for the benefit of the
Certificateholders and the Santa Anita Non-Trust Mortgage Loan Noteholder, as of
the Closing Date, that:

             (i) The Special Servicer is a limited liability company validly
   existing and in good standing under the laws of the State of New York, 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

                                     -205-
<PAGE>

   Special Servicer from entering into this Agreement or materially and
   adversely affect the ability of the Special Servicer to perform its
   obligations under this Agreement.

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

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

         (b) The representations and warranties of the Special Servicer set
forth in Section 3.24(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.

         (c) Any successor Special Servicer shall be deemed to have made, as of
the date of its succession, each of the representations and warranties set forth
in Section 3.24(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 3.24(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.

         SECTION 3.25. Certain Matters Regarding the Purchase of the Santa Anita
                       Trust Mortgage Loan and the Berkeley & Brown Trust
                       Mortgage Loan.

         If, pursuant to or as contemplated by Section 2.03, Section 3.18 or
Section 9.01, the Santa Anita Trust Mortgage Loan is purchased or repurchased
from the Trust Fund, the purchaser thereof shall be bound by the terms of the
Santa Anita Co-Lender Agreement and shall assume the rights and obligations of
the "Note A Lender" under the Santa Anita Co-Lender Agreement. All portions of
the related Mortgage File and other documents pertaining to such Trust Mortgage
Loan shall be endorsed or assigned to the extent necessary or appropriate to the
purchaser of such Trust Mortgage Loan in its capacity as "Note A Lender" (as a
result of such purchase or repurchase) under the Santa Anita Co-Lender Agreement
in the manner contemplated under such agreement, which such purchaser shall be
deemed to acknowledge. Thereafter such Mortgage File shall be held by the Note A
Lender or a custodian appointed thereby for the benefit of the "Note A Lender"
and the "Note B Lender" as their interests appear under such Co-Lender
Agreement. If the related Servicing File is not already in the possession of
such party, it shall be delivered to the successor master servicer or special
servicer, as the case may be, with respect to the Santa Anita Loan Pair, under,
or otherwise in accordance with, any applicable separate servicing agreement for
the Santa Anita Loan Pair or as otherwise contemplated by the Santa Anita
Co-Lender Agreement. If, pursuant to or as contemplated by Section 2.03, Section
3.18 or Section 9.01, the Berkeley & Brown Trust Mortgage Loan is purchased or
repurchased from the Trust Fund, the purchaser thereof shall be bound by the
terms of the Berkeley & Brown Co-Lender Agreement and shall assume the rights
and obligations of the "Note A3 Lender" under the Berkeley & Brown Co-Lender
Agreement. The original Mortgage Note for the Berkeley & Brown Trust Mortgage
Loan shall

                                     -206-
<PAGE>

be endorsed or assigned to the extent necessary or appropriate to the purchaser
of such Trust Mortgage Loan in its capacity as "Note A3 Lender" (as a result of
such purchase or repurchase) under the Berkeley & Brown Co-Lender Agreement in
the manner contemplated under such agreement, which such purchaser shall be
deemed to acknowledge.

         SECTION 3.26. Application of Default Charges.

         (a) Any and all Default Charges that are actually collected with
respect to any Trust Mortgage Loan or REO Trust Mortgage Loan in the Mortgage
Pool (but, in the case of the Berkeley & Brown Trust Mortgage Loan or any
Berkeley & Brown REO Trust Mortgage Loan, only to the extent of the Default
Charges remitted to the Trust in accordance with the Berkeley & Brown Servicing
Agreement) during any Collection Period, shall be applied for the following
purposes and in the following order, in each case to the extent of the remaining
portion of such Default Charges:

             first, to pay to the Fiscal Agent, the Trustee or the Master
   Servicer, in that order, any interest due and owing to such party on any
   outstanding Advances made thereby with respect to such Trust Mortgage Loan or
   REO Trust Mortgage Loan, as the case may be, which interest on such
   outstanding Advance accrued on or prior to the date on which the subject
   Default Charges were received;

             second, to pay any other outstanding expenses (exclusive of Special
   Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to
   such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be,
   that, if paid from a source other than such Default Charges, would constitute
   an Additional Trust Fund Expense;

             third, to reimburse the Trust for any interest on Advances paid to
   the Fiscal Agent, the Trustee or the Master Servicer since the Closing Date
   with respect to such Trust Mortgage Loan or REO Trust Mortgage Loan, as the
   case may be, which interest payment was made from a source other than Default
   Charges on such Trust Mortgage Loan or REO Trust Mortgage Loan and was not
   previously reimbursed under this clause third;

             fourth, to reimburse the Trust for any other Additional Trust Fund
   Expenses (exclusive of Special Servicing Fees, Liquidation Fees and Workout
   Fees) paid since the Closing Date with respect to such Trust Mortgage Loan or
   REO Trust Mortgage Loan, as the case may be, which payment was made from a
   source other than Default Charges on such Trust Mortgage Loan or REO Trust
   Mortgage Loan and was not previously reimbursed under this clause fourth; and

             fifth, to pay any remaining portion of such Default Charges (such
   remaining portion, "Net Default Charges") as additional master servicing
   compensation to the Master Servicer, to the extent received, if they were
   accrued in respect of a Performing Trust Mortgage Loan, or as additional
   special servicing compensation to the Special Servicer, to the extent
   received, if they were accrued in respect of a Specially Serviced Trust
   Mortgage Loan or an REO Trust Mortgage Loan, in each case pursuant to Section
   3.11.

         (b) Default Charges applied to reimburse the Trust pursuant to clauses
third and fourth of subsection (a), are intended to be part of the amounts to be
delivered by the Master Servicer to the Trustee pursuant to the first paragraph
of Section 3.04(b) on or before the Master Servicer

                                     -207-
<PAGE>

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 Pool. Default Charges applied to pay outstanding interest on Advances
in respect of the related Trust Mortgage Loan or REO Trust Mortgage Loan, as
applicable, to any particular party pursuant to clause first of subsection (a)
shall be applied to pay such party such interest on Advances in such manner that
the interest that accrued first and has been outstanding the longest shall be
paid first. Default Charges applied to pay outstanding expenses in respect of
the related Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable,
pursuant to clause second of subsection (a) shall be applied to pay such
expenses in the chronological order in which they were incurred. Default Charges
applied to reimburse the Trust pursuant to clauses third and fourth of
subsection (a) shall be deemed to offset either interest paid on Advances or
other Additional Trust Fund Expenses, depending on which clause is applicable,
in respect of the related Trust Mortgage Loan or REO Trust Mortgage Loan, as
applicable, in the chronological order in which such interest accrued or such
expenses were incurred, as applicable (whereupon such interest paid on Advances
or such other Additional Trust Fund Expenses, depending on which clause is
applicable, shall thereafter be deemed to have been paid out of Default
Charges).

         (c) Any and all Default Charges that are actually collected with
respect to the Santa Anita Non-Trust Mortgage Loan or any successor REO Mortgage
Loan with respect thereto during any Collection Period (as allocable thereto
pursuant to the related loan documents), shall be applied for the following
purposes and in the following order, in each case to the extent of the remaining
portion of such Default Charges:

             first, to pay to the Fiscal Agent, the Trustee or the Master
   Servicer, in that order, any interest due and owing to such party on any
   outstanding Advances made thereby with respect to any Mortgage Loan or REO
   Mortgage Loan in the applicable Loan Pair, which interest on any such
   outstanding Advance accrued on or prior to the date on which the subject
   Default Charges were received (such Default Charges to be applied with
   respect to any particular party in such manner that the interest that accrued
   first and has been outstanding the longest shall be paid first); and

             second, to pay any remaining portion of such Default Charges (such
   remaining portion, "Net Default Charges") as additional master servicing
   compensation to the Master Servicer, to the extent received, if they were
   accrued with respect to such Non-Trust Mortgage Loan during a period that it
   was a Performing Mortgage Loan, or as additional special servicing
   compensation to the Special Servicer, to the extent received, if they were
   accrued with respect to such Non-Trust Mortgage Loan during a period that it
   was a Specially Serviced Mortgage Loan or an REO Mortgage Loan, in each case
   pursuant to Section 3.11.


                                     -208-
<PAGE>

                                   ARTICLE IV

          PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS


         SECTION 4.01. Distributions.

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

         first, concurrently, (i) from that portion, if any, of the Net
Available Distribution Amount for such Distribution Date attributable to Loan
Group No. 1, distributions of interest to the Holders of the Class A-1, Class
A-2, Class A-3 and Class A-4 Certificates, up to an amount equal to, and pro
rata as among such Classes in accordance with, all Distributable Certificate
Interest in respect of each such Class of Certificates for such Distribution
Date and, to the extent not previously paid, for all prior Distribution Dates,
if any, (ii) from that portion, if any, of the Net Available Distribution Amount
for such Distribution Date that is attributable to Loan Group No. 2,
distributions of interest to the Holders of the Class A-1b Certificates, up to
an amount equal to all Distributable Certificate Interest in respect of such
Class of Certificates for such Distribution Date and, to the extent not
previously paid, for all prior distribution dates, if any, and (iii) from the
entire Net Available Distribution Amount for such Distribution Date,
distributions of interest to the Holders of the Class X-CL and Class X-CP
Certificates, up to an amount equal to, and pro rata as between such Classes in
accordance with, all Distributable Certificate Interest in respect of each such
Class of Certificates for such Distribution Date and, to the extent not
previously paid, for all prior Distribution Dates, if any; provided, however,
that if the Net Available Distribution Amount for the subject Distribution Date
or the applicable portion thereof attributable to either Loan Group is
insufficient to pay in full the total amount of Distributable Certificate
Interest, as provided above, payable in respect of any Class of Senior
Certificates on such Distribution Date, then the entire Net Available
Distribution Amount shall be applied to make distributions of interest to the
Holders of the respective Classes of the Senior Certificates, up to an amount
equal to, and pro rata as among such Classes in accordance with, all
Distributable Certificate Interest in respect of each such Class of Certificates
for such Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates, if any;

         second, to make distributions of principal to the Holders of the
respective Classes of the Class A Certificates, in the following amounts and
order of priority:

             (i) to the Holders of the Class A-1b Certificates, up to an amount
   (not to exceed the Class Principal Balance of such Class of Certificates
   outstanding immediately prior to such Distribution Date) equal to the entire
   portion of the Net Principal Distribution Amount for such Distribution Date
   attributable to Loan Group No. 2;

             (ii) to the Holders of the Class A-1 Certificates, up to an amount
   (not to exceed the Class Principal Balance of the Class A-1 Certificates
   outstanding immediately prior to such Distribution Date) equal to the entire
   Net Principal Distribution Amount for such

                                     -209-
<PAGE>

   Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the Holders of the Class A-1b Certificates pursuant to
   subclause (i) of this clause second);

             (iii) to the Holders of the Class A-2 Certificates, up to an amount
   (not to exceed the Class Principal Balance of the Class A-2 Certificates
   outstanding immediately prior to such Distribution Date) equal to the entire
   Net Principal Distribution Amount for such Distribution Date (net of any
   portion thereof distributed on such Distribution Date to the Holders of any
   other Class of Class A Certificates pursuant to a prior subclause of this
   clause second);

             (iv) to the Holders of the Class A-3 Certificates, up to an amount
   (not to exceed the Class Principal Balance of the Class A-3 Certificates
   outstanding immediately prior to such Distribution Date) equal to the entire
   Net Principal Distribution Amount for such Distribution Date (net of any
   portion thereof distributed on such Distribution Date to the Holders of any
   other Class of Class A Certificates pursuant to a prior subclause of this
   clause second);

             (v) to the Holders of the Class A-4 Certificates, up to an amount
   (not to exceed the Class Principal Balance of the Class A-4 Certificates
   outstanding immediately prior to such Distribution Date) equal to the entire
   Net Principal Distribution Amount for such Distribution Date (net of any
   portion thereof distributed on such Distribution Date to the Holders of any
   other Class of Class A Certificates pursuant to a prior subclause of this
   clause second); and

             (vi) to the Holders of the Class A-1b Certificates, up to an amount
   (not to exceed the Class Principal Balance of the Class A-1b Certificates
   outstanding immediately prior to such Distribution Date, net of any
   distributions of principal made with respect to the Class A-1b Certificates
   on such Distribution Date pursuant to subclause (i) of this clause second),
   up to an amount equal to the entire Net Principal Distribution Amount for
   such Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the Holders of the Class A-1b Certificates pursuant to
   subclause (i) of this clause second and/or to the Holders of any other Class
   of Class A Certificates pursuant to any of subclauses (ii) through (v) of
   this clause second);

   provided, however, that, notwithstanding the immediately preceding clauses
   (i) through (vi), on each Distribution Date coinciding with or following the
   Class A Principal Distribution Cross-Over Date, but prior to the Final
   Distribution Date, the Trustee shall make distributions of principal to the
   Holders of the respective Classes of the Class A Certificates, on a pro rata
   basis, in accordance with the respective Class Principal Balances of those
   Classes outstanding immediately prior to such Distribution Date, until the
   Class Principal Balance of each such Class has been reduced to zero, in an
   aggregate amount equal to the entire Net Principal Distribution Amount for
   such Distribution Date; and

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

         All distributions of interest made in respect of the Class X-CL
Certificates or the Class X-CP Certificates on any Distribution Date as provided
above shall be made, and deemed to have been

                                     -210-
<PAGE>

made, in respect of the various REMIC III Components of the subject Class of
Interest Only Certificates, pro rata in accordance with the respective amounts
of Distributable Component Interest in respect of such REMIC III Components for
such Distribution Date and, to the extent not previously deemed paid pursuant to
this paragraph, for all prior Distribution Dates, if any.

         (b) On each Distribution Date prior to the Final Distribution Date, the
Trustee shall, based on information provided by the Master Servicer and, if
applicable, the Special Servicer, withdraw from the Collection Account and apply
the Subordinate Net Available Distribution Amount for such Distribution Date,
for the following purposes and in the following order of priority, in each case
to the extent of remaining available funds:

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

             (ii) after the Class Principal Balances of the Class A Certificates
   have been reduced to zero, to make distributions of principal to the Holders
   of the Class B Certificates, up to an amount (not to exceed the Class
   Principal Balance of such Class of Certificates outstanding immediately prior
   to such Distribution Date) equal to the entire Net Principal Distribution
   Amount for such Distribution Date (net of any portion thereof distributed on
   such Distribution Date to the Holders of the Class A Certificates pursuant to
   Section 4.01(a) above);

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

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

             (v) after the Class Principal Balance of the Class B Certificates
   has been reduced to zero, to make distributions of principal to the Holders
   of the Class C Certificates, up to an amount (not to exceed the Class
   Principal Balance of such Class of Certificates outstanding immediately prior
   to such Distribution Date) equal to the entire Net Principal Distribution
   Amount for such Distribution Date (net of any portion thereof distributed on
   such Distribution Date to the Holders of any other Class of Principal Balance
   Certificates pursuant to Section 4.01(a) above or pursuant to any prior
   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

                                     -211-
<PAGE>

   Certificates for such Distribution Date and, to the extent not previously
   paid, for all prior Distribution Dates, if any;

             (viii) after the Class Principal Balance of the Class C
   Certificates has been reduced to zero, to make distributions of principal to
   the Holders of the Class D Certificates, up to an amount (not to exceed the
   Class Principal Balance of such Class of Certificates outstanding immediately
   prior to such Distribution Date) equal to the entire Net Principal
   Distribution Amount for such Distribution Date (net of any portion thereof
   distributed on such Distribution Date to the Holders of any other Class of
   Principal Balance Certificates pursuant to Section 4.01(a) above or pursuant
   to any prior 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 Net Principal Distribution
   Amount for such Distribution Date (net of any portion thereof distributed on
   such Distribution Date to the Holders of any other Class of Principal Balance
   Certificates pursuant to Section 4.01(a) above or pursuant to any prior
   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 Net Principal Distribution
   Amount for such Distribution Date (net of any portion thereof distributed on
   such Distribution Date to the Holders of any other Class of Principal Balance
   Certificates pursuant to Section 4.01(a) above or pursuant to any prior
   clause of this Section 4.01(b));

                                     -212-
<PAGE>

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

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

             (xvii) after the Class Principal Balance of the Class F
   Certificates has been reduced to zero, to make distributions of principal to
   the Holders of the Class G Certificates, up to an amount (not to exceed the
   Class Principal Balance of such Class of Certificates outstanding immediately
   prior to such Distribution Date) equal to the entire Net Principal
   Distribution Amount for such Distribution Date (net of any portion thereof
   distributed on such Distribution Date to the Holders of any other Class of
   Principal Balance Certificates pursuant to Section 4.01(a) above or pursuant
   to any prior 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 Net Principal Distribution
   Amount for such Distribution Date (net of any portion thereof distributed on
   such Distribution Date to the Holders of any other Class of Principal Balance
   Certificates pursuant to Section 4.01(a) above or pursuant to any prior
   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

                                     -213-
<PAGE>

   an amount (not to exceed the Class Principal Balance of such Class of
   Certificates outstanding immediately prior to such Distribution Date) equal
   to the entire Net Principal Distribution Amount for such Distribution Date
   (net of any portion thereof distributed on such Distribution Date to the
   Holders of any other Class of Principal Balance Certificates pursuant to
   Section 4.01(a) above or pursuant to any prior 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 Net Principal
   Distribution Amount for such Distribution Date (net of any portion thereof
   distributed on such Distribution Date to the Holders of any other Class of
   Principal Balance Certificates pursuant to Section 4.01(a) above or pursuant
   to any prior 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 Net Principal
   Distribution Amount for such Distribution Date (net of any portion thereof
   distributed on such Distribution Date to the Holders of any other Class of
   Principal Balance Certificates pursuant to Section 4.01(a) above or pursuant
   to any prior 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;

                                     -214-
<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 Net Principal
   Distribution Amount for such Distribution Date (net of any portion thereof
   distributed on such Distribution Date to the Holders of any other Class of
   Principal Balance Certificates pursuant to Section 4.01(a) above or pursuant
   to any prior 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 Net Principal
   Distribution Amount for such Distribution Date (net of any portion thereof
   distributed on such Distribution Date to the Holders of any other Class of
   Principal Balance Certificates pursuant to Section 4.01(a) above or pursuant
   to any prior 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 Net Principal
   Distribution Amount for such Distribution Date (net of any portion thereof
   distributed on such Distribution Date to the Holders of any other Class of
   Principal Balance Certificates pursuant to Section 4.01(a) above or pursuant
   to any prior clause of this Section 4.01(b));

                                      -215-
<PAGE>

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

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

             (xli) after the Class Principal Balance of the Class P Certificates
   has been reduced to zero, to make distributions of principal to the Holders
   of the Class Q Certificates, up to an amount (not to exceed the Class
   Principal Balance of such Class of Certificates outstanding immediately prior
   to such Distribution Date) equal to the entire Net Principal Distribution
   Amount for such Distribution Date (net of any portion thereof distributed on
   such Distribution Date to the Holders of any other Class of Principal Balance
   Certificates pursuant to Section 4.01(a) above or pursuant to any prior
   clause of this Section 4.01(b));

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

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

             (xliv) after the Class Principal Balance of the Class Q
   Certificates has been reduced to zero, to make distributions of principal to
   the Holders of the Class S Certificates, up to an amount (not to exceed the
   Class Principal Balance of such Class of Certificates outstanding immediately
   prior to such Distribution Date) equal to the entire Net Principal
   Distribution Amount for such Distribution Date (net of any portion thereof
   distributed on such Distribution Date to the Holders of any other Class of
   Principal Balance Certificates pursuant to Section 4.01(a) above or pursuant
   to any prior clause of this Section 4.01(b));

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

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

             (xlvii) after the Class Principal Balance of the Class S
   Certificates has been reduced to zero, to make distributions of principal to
   the Holders of the Class T Certificates, up

                                     -216-
<PAGE>

   to an amount (not to exceed the Class Principal Balance of such Class of
   Certificates outstanding immediately prior to such Distribution Date) equal
   to the entire Net Principal Distribution Amount for such Distribution Date
   (net of any portion thereof distributed on such Distribution Date to the
   Holders of any other Class of Principal Balance Certificates pursuant to
   Section 4.01(a) above or pursuant to any prior clause of this Section
   4.01(b));

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

             (xlix) to make distributions to the Holders of the Class R-III
   Certificates, up to an amount equal to the excess, if any, of (A) the
   aggregate distributions (other than distributions of Net Prepayment
   Consideration) deemed made in respect of the REMIC II Regular Interests on
   such Distribution Date pursuant to Section 4.01(l), over (B) the aggregate
   distributions made in respect of the Regular Interest Certificates on such
   Distribution Date (I) pursuant to Section 4.01(a) above and/or pursuant to
   clauses (i) through (xlviii) of this Section 4.01(b), (II) out of the Class
   BA Available Distribution Amount pursuant to Section 4.01(c) and/or (III) out
   of the Class SU Available Distribution Amount pursuant to Section 4.01(d);

             (l) to make distributions to the Holders of the Class R-II
   Certificates, up to an amount equal to the excess, if any, of (A) the
   aggregate distributions (other than distributions of Net Prepayment
   Consideration) deemed made in respect of the REMIC I Regular Interests on
   such Distribution Date pursuant to Section 4.01(m), 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(l); and

             (li) to make distributions to the Holders of the Class R-I
   Certificates, up to an amount equal to the excess, if any, of (A) the
   Subordinate Net Available Distribution Amount for such Distribution Date,
   over (B) the aggregate distributions made in respect of the Class B, Class C,
   Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
   M, Class N, Class P, Class Q, Class S, Class T, Class R-III and Class R-II
   Certificates on such Distribution Date pursuant to clauses (i) through (l) of
   this Section 4.01(b).

         (c) On each Distribution Date prior to the Final Distribution Date, the
Trustee shall, based on information provided by the Master Servicer and, if
applicable, the Special Servicer, withdraw from the Collection Account and apply
the Class BA 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
   BA 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) to make distributions of principal to the Holders of the Class
   BA Certificates, up to an amount (not to exceed the Class Principal Balance
   of the Class BA

                                     -217-
<PAGE>

   Certificates outstanding immediately prior to such Distribution Date) equal
   to the entire Class BA Principal Distribution Amount for such Distribution
   Date; and

             (iii) to make distributions to the Holders of the Class BA
   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.

         (d) On each Distribution Date prior to the Final Distribution Date, the
Trustee shall, based on information provided by the Master Servicer and, if
applicable, the Special Servicer, withdraw from the Collection Account and apply
the Class SU Available Distribution Amount for such Distribution Date, for the
following purposes and in the following order of priority, in each case to the
extent of remaining available funds:

             (i) to make distributions of interest to the Holders of the Class
   X-SU and Class SU-1 Certificates, up to an amount equal to, and pro rata as
   between such Classes in accordance with, all Distributable Certificate
   Interest in respect of each such Class of Certificates for such Distribution
   Date and, to the extent not previously paid, for all prior Distribution
   Dates, if any;

             (ii) to make distributions of principal to the Holders of the Class
   SU-1 Certificates, up to an amount (not to exceed the Class Principal Balance
   of the Class SU-1 Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire Class SU Principal Distribution Amount
   for such Distribution Date;

             (iii) to make distributions to the Holders of the Class SU-1
   Certificates, up to an amount equal to, and in reimbursement of, all Realized
   Losses and Additional Trust Fund Expenses, if any, previously allocated to
   such Class of Certificates pursuant to Section 4.04(a) and not previously
   reimbursed;

             (iv) to make distributions of interest to the Holders of the Class
   SU-2 Certificates, up to an amount equal to all Distributable Certificate
   Interest in respect of such Class of Certificates for such Distribution Date
   and, to the extent not previously paid, for all prior Distribution Dates, if
   any;

             (v) to make distributions of principal to the Holders of the Class
   SU-2 Certificates, up to an amount (not to exceed the Class Principal Balance
   of the Class SU-2 Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire Class SU Principal Distribution Amount
   for such Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the Holders of the Class SU-1 Certificates pursuant to
   subclause (ii) of this Section 4.01(d));

             (vi) to make distributions to the Holders of the Class SU-2
   Certificates, up to an amount equal to, and in reimbursement of, all Realized
   Losses and Additional Trust Fund Expenses, if any, previously allocated to
   such Class of Certificates pursuant to Section 4.04(a) and not previously
   reimbursed;

                                     -218-
<PAGE>

             (vii) to make distributions of interest to the Holders of the Class
   SU-3 Certificates, up to an amount equal to all Distributable Certificate
   Interest in respect of such Class of Certificates for such Distribution Date
   and, to the extent not previously paid, for all prior Distribution Dates, if
   any;

             (viii) to make distributions of principal to the Holders of the
   Class SU-3 Certificates, up to an amount (not to exceed the Class Principal
   Balance of the Class SU-3 Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire Class SU Principal Distribution Amount
   for such Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the Holders of any other Class of Class SU Principal
   Balance Certificates pursuant to any prior clause of this Section 4.01(d));

             (ix) to make distributions to the Holders of the Class SU-3
   Certificates, up to an amount equal to, and in reimbursement of, all Realized
   Losses and Additional Trust Fund Expenses, if any, previously allocated to
   such Class of Certificates pursuant to Section 4.04(a) and not previously
   reimbursed.

             (x) to make distributions of interest to the Holders of the Class
   SU-4 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) to make distributions of principal to the Holders of the Class
   SU-4 Certificates, up to an amount (not to exceed the Class Principal Balance
   of the Class SU-4 Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire Class SU Principal Distribution Amount
   for such Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the Holders of any other Class of Class SU Principal
   Balance Certificates pursuant to any prior clause of this Section 4.01(d));

             (xii) to make distributions to the Holders of the Class SU-4
   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 SU-5 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) to make distributions of principal to the Holders of the
   Class SU-5 Certificates, up to an amount (not to exceed the Class Principal
   Balance of the Class SU-5 Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire Class SU Principal Distribution Amount
   for such Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the Holders of any other Class of Class SU Principal
   Balance Certificates pursuant to any prior clause of this Section 4.01(d));

             (xv) to make distributions to the Holders of the Class SU-5
   Certificates, up to an amount equal to, and in reimbursement of, all Realized
   Losses and Additional Trust Fund

                                     -219-
<PAGE>

   Expenses, if any, previously allocated to such Class of Certificates pursuant
   to Section 4.04(a) and not previously reimbursed.

             (xvi) to make distributions of interest to the Holders of the Class
   SU-6 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) to make distributions of principal to the Holders of the
   Class SU-6 Certificates, up to an amount (not to exceed the Class Principal
   Balance of the Class SU-6 Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire Class SU Principal Distribution Amount
   for such Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the Holders of any other Class of Class SU Principal
   Balance Certificates pursuant to any prior clause of this Section 4.01(d));

             (xviii) to make distributions to the Holders of the Class SU-6
   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
   SU-7 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) to make distributions of principal to the Holders of the Class
   SU-7 Certificates, up to an amount (not to exceed the Class Principal Balance
   of the Class SU-7 Certificates outstanding immediately prior to such
   Distribution Date) equal to the entire Class SU Principal Distribution Amount
   for such Distribution Date (net of any portion thereof distributed on such
   Distribution Date to the Holders of any other Class of Class SU Principal
   Balance Certificates pursuant to any prior clause of this Section 4.01(d));
   and

             (xxi) to make distributions to the Holders of the Class SU-7
   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.

         (e) On each Distribution Date, the Trustee shall withdraw from the
Collection Account any amount Received by the Trust with respect to any Trust
Mortgage Loan or REO Trust Mortgage Loan during the related Collection Period
that represents Net Prepayment Consideration (exclusive, if applicable, of any
portion thereof that constitutes Class BA Net Prepayment Consideration or Class
SU Net Prepayment Consideration) and shall distribute such Net Prepayment
Consideration (or applicable portion thereof): first, to the Holders of the
respective Classes of YM Principal Balance Certificates that are entitled to
distributions of principal on such Distribution Date, pursuant to Section
4.01(a) or Section 4.01(b), with respect to the Loan Group that includes the
prepaid Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable, up to an
amount equal to, and pro rata based on, the respective Prepayment Consideration
Entitlements for such Classes of Certificates for such Distribution Date in
connection with such Net Prepayment Consideration; and, second, to the Holders
of the Class X-

                                     -220-
<PAGE>

CL and/or Class X-CP Certificates, up to any remaining amount of such Net
Prepayment Consideration (or applicable portion thereof) as follows: (i) if such
remaining Net Prepayment Consideration consists of all or any portion of a Yield
Maintenance Charge, and if the subject Distribution Date occurs during or prior
to March 2007, then 85% of such remaining Net Prepayment Consideration (or
applicable portion thereof) shall be distributable to the Holders of the Class
X-CL Certificates and 15% of such remaining Net Prepayment Consideration (or
applicable portion thereof) shall be distributable to the Holders of the Class
X-CP Certificates; and (ii) if such remaining Net Prepayment Consideration
consists of all or any portion of a Prepayment Premium, or if the subject
Distribution Date occurs after the end of March 2007, then 100% of such
remaining Net Prepayment Consideration (or applicable portion thereof) shall be
distributable to the Holders of the Class X-CL Certificates.

         For purposes of the foregoing, to the extent that payments of principal
on any Class of Principal Balance Certificates could be made from principal
amounts allocable to Loan Group No. 1 or principal amounts allocable to Loan
Group No. 2, the Trustee shall assume that those payments of principal on that
Class of Principal Balance Certificates are made from amounts allocable to each
Loan Group, on a pro rata basis in accordance with the respective amounts
allocable to each Loan Group that were available for payment on that Class.

         On each Distribution Date, the Trustee shall withdraw from the
Collection Account any amount Received by the Trust during the related
Collection Period that constitutes Class BA Net Prepayment Consideration with
respect to the Bank of America Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto and shall distribute such Class BA Net
Prepayment Consideration to the Holders of the Class BA Certificates.

         On each Distribution Date, the Trustee shall withdraw from the
Collection Account any amount Received by the Trust during the related
Collection Period that constitutes Class SU Net Prepayment Consideration with
respect to the Sheraton Universal Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto and shall distribute (i) to the Holders of
the Class X-SU Certificates, 25% of such Class SU Net Prepayment Consideration,
and (ii) to the Holders of each Class of Class SU Principal Balance
Certificates, that portion of such Class SU Net Prepayment Consideration equal
to the product of (X) 75% of such Class SU Net Prepayment Consideration,
multiplied by (Y) a fraction (not greater than one or less than zero), the
numerator of which is the amount of principal to be distributed on such Class of
Class SU Principal Balance Certificates on such Distribution Date pursuant to
Section 4.01(d) or Section 9.01, as applicable, and the denominator of which is
equal to the Class SU Principal Distribution Amount for such Distribution Date.

         Any Net Prepayment Consideration or portion thereof distributed in
respect of any Class of Interest Only Certificates on any Distribution Date
shall be deemed to have been distributed in respect of the respective REMIC III
Components of the subject Class of Interest Only Certificates, on a pro rata
basis in accordance with the respective amounts by which the Component Notional
Amounts of such REMIC III Components were reduced on such Distribution Date by
deemed distributions of principal pursuant to Section 4.01(l).

         (f) On each Distribution Date, the Trustee shall withdraw from the
Collection Account any amounts that represent Additional Interest Received by
the Trust during the related Collection Period with respect to the ARD Trust
Mortgage Loans and any successor REO Trust

                                     -221-
<PAGE>

Mortgage Loans with respect to the ARD Trust Mortgage Loans and shall distribute
such amounts to the Holders of the Class V Certificates.

         (g) All distributions made with respect to each Class of Certificates
on each Distribution Date shall be allocated pro rata among the outstanding
Certificates in such Class based on their respective Percentage Interests.
Except as otherwise provided below, all such distributions with respect to each
Class on each Distribution Date shall be made to the Certificateholders of the
respective Class of record at the close of business on the related Record Date
and shall be made by wire transfer of immediately available funds to the account
of any such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have provided the Trustee
with wiring instructions no less than five Business Days prior to (or, in the
case of the initial Distribution Date, no later than) the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise by check mailed to the address
of such Certificateholder as it appears in the Certificate Register. The final
distribution on each Certificate (determined, in the case of a Principal Balance
Certificate, without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to such Certificate
pursuant to Section 4.04(a)) will be made in a like manner, but only upon
presentation and surrender of such Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution. Prior to any termination of the Trust Fund pursuant
to Section 9.01, any distribution that is to be made with respect to a
Certificate in reimbursement of a Realized Loss or Additional Trust Fund Expense
previously allocated thereto, which reimbursement is to occur after the date on
which such Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Certificateholder that
surrendered such Certificate as such address last appeared in the Certificate
Register or to any other address of which the Trustee was subsequently notified
in writing. If such check is returned to the Trustee, then the Trustee, directly
or through an agent, shall take such reasonable steps to contact the related
Holder and deliver such check as it shall deem appropriate. Any funds in respect
of a check 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.

         (h) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm for which it acts as agent. Each indirect
participating brokerage firm shall be responsible for disbursing funds to the
related Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law. The Trustee and the Depositor shall perform their respective
obligations under each Letter of Representations among the Depositor, the
Trustee and the initial Depository dated as of the Closing Date and pertaining
to the Book-Entry Certificates.

                                     -222-
<PAGE>

         (i) The rights of the Certificateholders to receive distributions from
the proceeds of the Trust Fund with respect to the Certificates, and all rights
and interests of the Certificateholders in and to such distributions, shall be
as set forth in this Agreement. Neither the Holders of any Class of Certificates
nor any party hereto shall in any way be responsible or liable to the Holders of
any other Class of Certificates with respect to amounts properly previously
distributed on the Certificates.

         (j) Except as otherwise provided in Section 9.01, whenever the Trustee
receives written notification of or expects that the final distribution with
respect to any Class of Certificates (determined, in the case of a Class of
Principal Balance Certificates, without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to such Class of Certificates pursuant to Section 4.04(a)) will be
made on the next Distribution Date, the Trustee shall, no later than the second
Business Day prior to such Distribution Date, mail to each Holder of record of
such Class of Certificates on such date a notice to the effect that:

             (i) the Trustee expects that the final distribution with respect to
   such Class of Certificates will be made on such Distribution Date but only
   upon presentation and surrender of such Certificates at the office of the
   Certificate Registrar or at such other location therein specified, and

             (ii) no interest shall accrue on such Certificates from and after
   the end of the Interest Accrual Period for such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(j) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, then the Trustee, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such non-tendering
Certificateholders following the first anniversary of the delivery of such
second notice thereto shall be paid out of such funds. No interest shall accrue
or be payable to any former Holder on any amount held in trust pursuant to this
paragraph. If all of the Certificates as to which notice has been given pursuant
to this Section 4.01(j) 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.

         (k) 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.

                                     -223-
<PAGE>

         (l) All distributions made in respect of each Class of Principal
Balance Certificates on each Distribution Date (including the Final Distribution
Date) pursuant to Section 4.01(a), Section 4.01(b), Section 4.01(c), Section
4.01(d), Section 4.01(e) or Section 9.01 shall be deemed to have first been
distributed from REMIC II to REMIC III with respect to the Corresponding REMIC
II Regular Interest(s) for such Class of Certificates; and all distributions
made with respect to each Class of Interest Only Certificates on each
Distribution Date pursuant to Section 4.01(a), Section 4.01(d), Section 4.01(e)
or Section 9.01 and allocable to any particular REMIC III Component of such
Class of Certificates, shall be deemed to have first been distributed from REMIC
II to REMIC III in respect of the Corresponding REMIC II Regular Interest for
such REMIC III Component. In each case, if such distribution on any such Class
of Certificates was a distribution of accrued interest, of principal, of
additional interest (in the form of Net Prepayment Consideration or any portion
thereof) or in reimbursement of any Realized Losses and Additional Trust Fund
Expenses previously allocated to such Class of Certificates, then the
corresponding distribution deemed to be made on a REMIC II Regular Interest
pursuant to the preceding sentence (and, if applicable, any of the remaining
paragraphs of this Section 4.01(l)) shall be deemed to also be, respectively, a
distribution of accrued interest, of principal, of additional interest (in the
form of Net Prepayment Consideration) or in reimbursement of any Realized Losses
and Additional Trust Fund Expenses previously allocated to REMIC III in respect
of such REMIC II Regular Interest.

         The Class A-1b Certificates shall have seven Corresponding REMIC II
Regular Interests. The Class A-1 and Class A-3 Certificates shall, in the case
of each such Class of Certificates, have three Corresponding REMIC II Regular
Interests. The Class A-2 and Class A-4 Certificates shall, in the case of each
such Class of Certificates, have two Corresponding REMIC II Regular Interests.
Each other Class of Principal Balance Certificates shall have one Corresponding
REMIC II Regular Interest.

         Deemed distributions of accrued interest made on REMIC II Regular
Interest A-1b-1, REMIC II Regular Interest A-1b-2, REMIC II Regular Interest
A-1b-3, REMIC II Regular Interest A-1b-4, REMIC II Regular Interest A-1b-5,
REMIC II Regular Interest A-1b-6 and REMIC II Regular Interest A-1b-7 shall be
allocated among those seven REMIC II Regular Interests on a pro rata basis in
accordance with the respective amounts of Uncertificated Distributable Interest
in respect of such REMIC II Regular Interests for the subject Distribution Date
and, to the extent not previously deemed paid, for all prior Distribution Dates,
if any. Deemed distributions of principal made on REMIC II Regular Interest
A-1b-1, REMIC II Regular Interest A-1b-2, REMIC II Regular Interest A-1b-3,
REMIC II Regular Interest A-1b-4, REMIC II Regular Interest A-1b-5, REMIC II
Regular Interest A-1b-6 and REMIC II Regular Interest A-1b-7 shall be allocated:
first to REMIC II Regular Interest A-1b-1, until its Uncertificated Principal
Balance is reduced to zero; then to REMIC II Regular Interest A-1b-2, until its
Uncertificated Principal Balance is reduced to zero; then to REMIC II Regular
Interest A-1b-3, until its Uncertificated Principal Balance is reduced to zero;
then to REMIC II Regular Interest A-1b-4, until its Uncertificated Principal
Balance is reduced to zero; then to REMIC II Regular Interest A-1b-5, until its
Uncertificated Principal Balance is reduced to zero; then to REMIC II Regular
Interest A-1b-6, until its Uncertificated Principal Balance is reduced to zero;
and last to REMIC II Regular Interest A-1b-7, until its Uncertificated Principal
Balance is reduced to zero. Deemed distributions of additional interest (in the
form of Net Prepayment Consideration) made on REMIC II Regular Interest A-1b-1,
REMIC II Regular Interest A-1b-2, REMIC II Regular Interest A-1b-3, REMIC II
Regular Interest A-1b-4, REMIC II Regular Interest A-1b-5, REMIC II Regular
Interest A-1b-6 and REMIC II Regular Interest A-1b-7 shall be allocated among
those seven REMIC II Regular Interests on a pro rata basis in accordance with
the respective amounts of principal deemed distributed in respect of such REMIC
II Regular Interests on the subject Distribution Date. Deemed distributions in
reimbursement of previously allocated Realized

                                     -224-
<PAGE>

Losses and Additional Trust Fund Expenses made on REMIC II Regular Interest
A-1b-1, REMIC II Regular Interest A-1b-2, REMIC II Regular Interest A-1b-3,
REMIC II Regular Interest A-1b-4, REMIC II Regular Interest A-1b-5, REMIC II
Regular Interest A-1b-6 and REMIC II Regular Interest A-1b-7 shall be allocated
among those seven REMIC II Regular Interests on a pro rata basis in accordance
with the respective amounts deemed reimbursable with respect thereto for the
subject Distribution Date.

         Deemed distributions of accrued interest made on REMIC II Regular
Interest A-1-1, REMIC II Regular Interest A-1-2 and REMIC II Regular Interest
A-1-3 shall be allocated among those three REMIC II Regular Interests on a pro
rata basis in accordance with the respective amounts of Uncertificated
Distributable Interest in respect of such REMIC II Regular Interests for the
subject Distribution Date and, to the extent not previously deemed paid, for all
prior Distribution Dates, if any. Deemed distributions of principal made on
REMIC II Regular Interest A-1-1, REMIC II Regular Interest A-1-2 and REMIC II
Regular Interest A-1-3 shall be allocated: first, to REMIC II Regular Interest
A-1-1, until its Uncertificated Principal Balance is reduced to zero; then to
REMIC II Regular Interest A-1-2, until its Uncertificated Principal Balance is
reduced to zero; and last to REMIC II Regular Interest A-1-3, until its
Uncertificated Principal Balance is reduced to zero. Deemed distributions of
additional interest (in the form of Net Prepayment Consideration) made on REMIC
II Regular Interest A-1-1, REMIC II Regular Interest A-1-2 and REMIC II Regular
Interest A-1-3 shall be allocated among those three REMIC II Regular Interests
on a pro rata basis in accordance with the respective amounts of principal
deemed distributed in respect of such REMIC II Regular Interests on the subject
Distribution Date. Deemed distributions in reimbursement of previously allocated
Realized Losses and Additional Trust Fund Expenses made on REMIC II Regular
Interest A-1-1, REMIC II Regular Interest A-1-2 and REMIC II Regular Interest
A-1-3 shall be allocated among those three REMIC II Regular Interests on a pro
rata basis in accordance with the respective amounts deemed reimbursable with
respect thereto for the subject Distribution Date.

         Deemed distributions of accrued interest made on REMIC II Regular
Interest A-2-1 and REMIC II Regular Interest A-2-2 shall be allocated between
those two REMIC II Regular Interests on a pro rata basis in accordance with the
respective amounts of Uncertificated Distributable Interest in respect of such
REMIC II Regular Interests for the subject Distribution Date and, to the extent
not previously deemed paid, for all prior Distribution Dates, if any. Deemed
distributions of principal made on REMIC II Regular Interest A-2-1 and REMIC II
Regular Interest A-2-2 shall be allocated: first to REMIC II Regular Interest
A-2-1, until its Uncertificated Principal Balance is reduced to zero; and then
to REMIC II Regular Interest A-2-2, until its Uncertificated Principal Balance
is reduced to zero. Deemed distributions of additional interest (in the form of
Net Prepayment Consideration) made on REMIC II Regular Interest A-2-1 and REMIC
II Regular Interest A-2-2 shall be allocated between those two REMIC II Regular
Interests on a pro rata basis in accordance with the respective amounts of
principal deemed distributed in respect of such REMIC II Regular Interests on
the subject Distribution Date. Deemed distributions in reimbursement of
previously allocated Realized Losses and Additional Trust Fund Expenses made on
REMIC II Regular Interest A-2-1 and REMIC II Regular Interest A-2-2 shall be
allocated between those two REMIC II Regular Interests on a pro rata basis in
accordance with the respective amounts deemed reimbursable with respect thereto
for the subject Distribution Date.

         Deemed distributions of accrued interest made on REMIC II Regular
Interest A-3-1, REMIC II Regular Interest A-3-2 and REMIC II Regular Interest
A-3-3 shall be allocated among those three REMIC II Regular Interests on a pro
rata basis in accordance with the respective amounts of Uncertificated
Distributable Interest in respect of such REMIC II Regular Interests for the
subject

                                     -225-
<PAGE>

Distribution Date and, to the extent not previously deemed paid, for all prior
Distribution Dates, if any. Deemed distributions of principal made on REMIC II
Regular Interest A-3-1, REMIC II Regular Interest A-3-2 and REMIC II Regular
Interest A-3-3 shall be allocated: first to REMIC II Regular Interest A-3-1,
until its Uncertificated Principal Balance is reduced to zero; then to REMIC II
Regular Interest A-3-2, until its Uncertificated Principal Balance is reduced to
zero; and last to REMIC II Regular Interest A-3-3, until its Uncertificated
Principal Balance is reduced to zero. Deemed distributions of additional
interest (in the form of Net Prepayment Consideration) made on REMIC II Regular
Interest A-3-1, REMIC II Regular Interest A-3-2 and REMIC II Regular Interest
A-3-3 shall be allocated among those three REMIC II Regular Interests on a pro
rata basis in accordance with the respective amounts of principal deemed
distributed in respect of such REMIC II Regular Interests on the subject
Distribution Date. Deemed distributions in reimbursement of previously allocated
Realized Losses and Additional Trust Fund Expenses made on REMIC II Regular
Interest A-3-1, REMIC II Regular Interest A-3-2 and REMIC II Regular Interest
A-3-3 shall be allocated among those three REMIC II Regular Interests on a pro
rata basis in accordance with the respective amounts deemed reimbursable with
respect thereto for the subject Distribution Date.

         Deemed distributions of accrued interest made on REMIC II Regular
Interest A-4-1 and REMIC II Regular Interest A-4-2 shall be allocated between
those two REMIC II Regular Interests on a pro rata basis in accordance with the
respective amounts of Uncertificated Distributable Interest in respect of such
REMIC II Regular Interests for the subject Distribution Date and, to the extent
not previously deemed paid, for all prior Distribution Dates, if any. Deemed
distributions of principal made on REMIC II Regular Interest A-4-1 and REMIC II
Regular Interest A-4-2 shall be allocated: first to REMIC II Regular Interest
A-4-1, until its Uncertificated Principal Balance is reduced to zero; and then
to REMIC II Regular Interest A-4-2, until its Uncertificated Principal Balance
is reduced to zero. Deemed distributions of additional interest (in the form of
Net Prepayment Consideration) made on REMIC II Regular Interest A-4-1 and REMIC
II Regular Interest A-4-2 shall be allocated between those two REMIC II Regular
Interests on a pro rata basis in accordance with the respective amounts of
principal deemed distributed in respect of such REMIC II Regular Interests on
the subject Distribution Date. Deemed distributions in reimbursement of
previously allocated Realized Losses and Additional Trust Fund Expenses made on
REMIC II Regular Interest A-4-1 and REMIC II Regular Interest A-4-2 shall be
allocated between those two REMIC II Regular Interests on a pro rata basis in
accordance with the respective amounts deemed reimbursable with respect thereto
for the subject Distribution Date.

         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), Section 4.01(d), Section 4.01(e) or Section 9.01, as
applicable, shall be deemed to have been so made from the amounts deemed
distributed with respect to the REMIC II Regular Interests on such Distribution
Date pursuant to this Section 4.01(l). Notwithstanding the deemed distributions
on the REMIC II Regular Interests described in this Section 4.01(l), actual
distributions of funds from the Collection Account shall be made only in
accordance with Section 4.01(a), Section 4.01(b), Section 4.01(c), Section
4.01(d), Section 4.01(e), Section 4.01(f) or Section 9.01, as applicable.

                                     -226-
<PAGE>

         (m) On each Distribution Date, including the Final Distribution Date,
the portion of the Available Distribution Amount for such Distribution Date that
is attributable to the Bank of America Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto (taking into account Section
1.03(e))shall be deemed to have first been distributed from REMIC I to REMIC II
for the following purposes and in the following order of priority, in each case
to the extent of the remainder of such funds:

             (i) as deemed distributions of interest with respect to REMIC I
   Regular Interest BA-A, up to an amount equal to the Uncertificated
   Distributable Interest with respect to such REMIC I Regular Interest for such
   Distribution Date and, to the extent not previously deemed distributed, for
   all prior Distribution Dates;

             (ii) as deemed distributions of principal with respect to REMIC I
   Regular Interest BA-A, up to an amount (not to exceed the Uncertificated
   Principal Balance of such REMIC I Regular Interest outstanding immediately
   prior to such Distribution Date) equal to the entire portion of the Principal
   Distribution Amount for such Distribution Date attributable to the Bank of
   America Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
   respect thereto, reduced (to not less than zero) by the amount of any
   principal collections in respect of the Bank of America Trust Mortgage Loan
   or any successor REO Trust Mortgage Loan with respect thereto included as
   part of such Principal Distribution Amount that were deemed applied (pursuant
   to Section 1.03) to the reimbursement (with interest) of Nonrecoverable
   Advances on other Trust Mortgage Loans and/or REO Trust Mortgage Loans;

             (iii) as deemed distributions with respect to REMIC I Regular
   Interest BA-A, up to an amount equal to, and in reimbursement of, any
   Realized Losses and Additional Trust Fund Expenses previously allocated to
   such REMIC I Regular Interest pursuant to Section 4.04(c);

             (iv) as deemed distributions of interest with respect to REMIC I
   Regular Interest BA-B, up to an amount equal to the Uncertificated
   Distributable Interest with respect to such REMIC I Regular Interest for such
   Distribution Date and, to the extent not previously deemed distributed, for
   all prior Distribution Dates;

             (v) as deemed distributions of principal with respect to REMIC I
   Regular Interest BA-B, up to an amount (not to exceed the Uncertificated
   Principal Balance of such REMIC I Regular Interest outstanding immediately
   prior to such Distribution Date) equal to the excess, if any, of (A) the
   portion of the Principal Distribution Amount for such Distribution Date
   attributable to the Bank of America Trust Mortgage Loan or any successor REO
   Trust Mortgage Loan with respect thereto, over (B) the Uncertificated
   Principal Balance of REMIC I Regular Interest BA-A outstanding immediately
   prior to such Distribution Date; and

             (vi) as deemed distributions with respect to REMIC I Regular
   Interest BA-B, up to an amount equal to, and in reimbursement of, any
   Realized Losses and Additional Trust Fund Expenses previously allocated to
   such REMIC I Regular Interest pursuant to Section 4.04(c) (with compounded
   interest at the related REMIC I Remittance Rate in effect from time to time).

                                     -227-
<PAGE>

         On each Distribution Date, including the Final Distribution Date, the
portion of the Available Distribution Amount for such Distribution Date that is
attributable to the Sheraton Universal Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto (taking into account Section 1.03(f))
shall be deemed to have first been distributed from REMIC I to REMIC II for the
following purposes and in the following order of priority, in each case to the
extent of the remainder of such funds:

             (i) as deemed distributions of interest with respect to REMIC I
   Regular Interest SU-A, up to an amount equal to the Uncertificated
   Distributable Interest with respect to such REMIC I Regular Interest for such
   Distribution Date and, to the extent not previously deemed distributed, for
   all prior Distribution Dates;

             (ii) as deemed distributions of principal with respect to REMIC I
   Regular Interest SU-A, up to an amount (not to exceed the Uncertificated
   Principal Balance of such REMIC I Regular Interest outstanding immediately
   prior to such Distribution Date) equal to the entire portion of the Principal
   Distribution Amount for such Distribution Date attributable to the Sheraton
   Universal Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
   respect thereto, reduced (to not less than zero) by the amount of any
   principal collections in respect of the Sheraton Universal Trust Mortgage
   Loan or any successor REO Trust Mortgage Loan with respect thereto included
   as part of such Principal Distribution Amount that were deemed applied
   (pursuant to Section 1.03) to the reimbursement (with interest) of
   Nonrecoverable Advances on other Trust Mortgage Loans and/or REO Trust
   Mortgage Loans;

             (iii) as deemed distributions with respect to REMIC I Regular
   Interest SU-A, up to an amount equal to, and in reimbursement of, any
   Realized Losses and Additional Trust Fund Expenses previously allocated to
   such REMIC I Regular Interest pursuant to Section 4.04(c);

             (iv) as deemed distributions of interest with respect to REMIC I
   Regular Interest SU-B, up to an amount equal to the Uncertificated
   Distributable Interest with respect to such REMIC I Regular Interest for such
   Distribution Date and, to the extent not previously deemed distributed, for
   all prior Distribution Dates;

             (v) as deemed distributions of principal with respect to REMIC I
   Regular Interest SU-B, up to an amount (not to exceed the Uncertificated
   Principal Balance of such REMIC I Regular Interest outstanding immediately
   prior to such Distribution Date) equal to the excess, if any, of (A) the
   portion of the Principal Distribution Amount for such Distribution Date
   attributable to the Sheraton Universal Trust Mortgage Loan or any successor
   REO Trust Mortgage Loan with respect thereto, over (B) the Uncertificated
   Principal Balance of REMIC I Regular Interest SU-A outstanding immediately
   prior to such Distribution Date; and

             (vi) as deemed distributions with respect to REMIC I Regular
   Interest SU-B, up to an amount equal to, and in reimbursement of, any
   Realized Losses and Additional Trust Fund Expenses previously allocated to
   such REMIC I Regular Interest pursuant to Section 4.04(c) (with compounded
   interest at the related REMIC I Remittance Rate in effect from time to time).

                                     -228-
<PAGE>

         On each Distribution Date, including the Final Distribution Date, the
Available Distribution Amount for such Distribution Date (exclusive of any
portion thereof that is attributable to the Bank of America Trust Mortgage Loan,
the Sheraton Universal Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect to either of the foregoing two Trust Mortgage Loans) shall be
deemed to have been distributed from REMIC I to REMIC II for the following
purposes and in the following order of priority, in each case to the extent of
the remainder of such funds:

             (i) as deemed distributions of interest with respect to all the
   REMIC I Regular Interests (other than REMIC I Regular Interest BA-A, REMIC I
   Regular Interest BA-B, REMIC I Regular Interest SU-A and REMIC I Regular
   Interest SU-B), up to an amount equal to, and pro rata in accordance with,
   all Uncertificated Distributable Interest with respect to each such REMIC I
   Regular Interest for such Distribution Date and, to the extent not previously
   deemed distributed, for all prior Distribution Dates, if any;

             (ii) as deemed distributions of principal with respect to all the
   REMIC I Regular Interests (other than REMIC I Regular Interest BA-A, REMIC I
   Regular Interest BA-B, REMIC I Regular Interest SU-A and REMIC I Regular
   Interest SU-B), up to an amount equal to, and pro rata in accordance with, as
   to each such REMIC I Regular Interest, the portion of the Principal
   Distribution Amount for such Distribution Date attributable to the related
   Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
   thereto; and

             (iii) as deemed distributions with respect to all the REMIC I
   Regular Interests (other than REMIC I Regular Interest BA-A, REMIC I Regular
   Interest BA-B, REMIC I Regular Interest SU-A and REMIC I Regular Interest
   SU-B), up to an amount equal to, pro rata in accordance with, and in
   reimbursement of, any Realized Losses and Additional Trust Fund Expenses
   previously allocated to each such REMIC I Regular Interest (with compounded
   interest at the related REMIC I Remittance Rate in effect from time to time).

         Any Net Prepayment Consideration distributed to any Class of Regular
Interest Certificates on any Distribution Date shall, in each case, be deemed to
have been distributed from REMIC I to REMIC II in respect of the REMIC I Regular
Interest(s) corresponding to the prepaid Trust Mortgage Loan or REO Trust
Mortgage Loan, as the case may be, in respect of which such Net Prepayment
Consideration was received. Any Net Prepayment Consideration with respect to the
Bank of America Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto that is to be deemed distributed on REMIC I Regular
Interest BA-A and REMIC I Regular Interest BA-B shall be allocated between those
REMIC I Regular Interests on a pro rata basis in accordance with the respective
amounts of the subject principal prepayment that was deemed distributed on such
REMIC I Regular Interests; and any Net Prepayment Consideration with respect to
the Sheraton Universal Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto that is to be deemed distributed on REMIC I Regular
Interest SU-A and REMIC I Regular Interest SU-B shall be allocated between those
REMIC I Regular Interests on a pro rata basis in accordance with the respective
amounts of the subject principal prepayment that was deemed distributed on such
REMIC I Regular Interests.

         The actual distributions made by the Trustee on each Distribution Date
in respect of the REMIC III Certificates and the Class R-II Certificates
pursuant to Section 4.01(a), Section 4.01(b), Section 4.01(c), Section 4.01(d),
Section 4.01(e) or Section 9.01, as applicable, shall be deemed to have been so
made from the amounts deemed distributed with respect to the REMIC I Regular
Interests on

                                     -229-
<PAGE>

such Distribution Date pursuant to this Section 4.01(m). Notwithstanding the
deemed distributions on the REMIC I Regular Interests described in this Section
4.01(m), 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), Section 4.01(e), Section 4.01(f) or Section 9.01, as
applicable.

         SECTION 4.02. Statements to Certificateholders; CMSA Loan Periodic
                       Update File.

         (a) On each Distribution Date, the Trustee shall provide or make
available electronically to the Depositor, the Underwriters, the Master
Servicer, the Special Servicer, the Controlling Class Representative, each
Rating Agency, the Holders of each Class of Certificates and, upon their written
request to the Trustee, any Certificate Owners of the Book-Entry Certificates as
may be identified to the reasonable satisfaction of the Trustee, a statement,
substantially in the form attached hereto as Exhibit B (a "Distribution Date
Statement"), which shall also include the CMSA Bond Level File and the CMSA
Collateral Summary File, based on information provided to it by the Master
Servicer and/or the Special Servicer, setting forth, without limitation:

             (i) the amount of the distribution on such Distribution Date to the
   Holders of each Class of Principal Balance Certificates in reduction of the
   Class Principal Balance thereof;

             (ii) the amount of the distribution on such Distribution Date to
   the Holders of each Class of Regular Interest Certificates allocable to
   Distributable Certificate Interest;

             (iii) the amount of the distribution on such Distribution Date to
   the Holders of each Class of Regular Interest Certificates allocable to
   Prepayment Premiums and Yield Maintenance Charges, respectively;

             (iv) the amount of the distribution on such Distribution Date to
   the Holders of each Class of Principal Balance Certificates in reimbursement
   of previously allocated Realized Losses and Additional Trust Fund Expenses;

             (v) the Available Distribution Amount, the Net Available
   Distribution Amount, the respective portions of the Net Available
   Distribution Amount attributable to each Loan Group, the Class BA Available
   Distribution Amount and the Class SU Available Distribution Amount,
   respectively, for such Distribution Date;

             (vi) the aggregate amount of P&I Advances made in respect of the
   Mortgage Pool for the prior Distribution Date pursuant to Section 4.03(a);

             (vii) (A) the aggregate amount of unreimbursed P&I Advances that
   had been outstanding with respect to the Mortgage Pool at the close of
   business on the related Determination Date and the aggregate amount of any
   interest accrued and payable to the Master Servicer, the Trustee or the
   Fiscal Agent in respect of such unreimbursed P&I Advances in accordance with
   Section 4.03(d) 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

                                     -230-
<PAGE>

   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,
   Loan Group No. 1, Loan Group No. 2, the Bank of America Trust Mortgage Loan
   (or any successor REO Trust Mortgage Loan with respect thereto) and the
   Sheraton Universal Trust Mortgage Loan (or any successor REO Trust Mortgage
   Loan with respect thereto), respectively, outstanding as of the close of
   business on the related Determination Date and the aggregate Stated Principal
   Balance of the Mortgage Pool, Loan Group No. 1, Loan Group No. 2, the Bank of
   America Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
   respect thereto) and the Sheraton Universal Trust Mortgage loan (or any
   successor REO Trust Mortgage Loan with respect thereto), respectively,
   outstanding immediately before and immediately after such Distribution Date;

             (ix) the number, aggregate unpaid principal balance, weighted
   average remaining term to maturity and weighted average Mortgage Rate of the
   Trust Mortgage Loans (other than REO Trust Mortgage Loans) as of the close of
   business on the related Determination Date;

             (x) the number, aggregate unpaid principal balance (as of the close
   of business on the related Determination Date and aggregate Stated Principal
   Balance (immediately after such Distribution Date) of Trust Mortgage Loans
   (A) delinquent 30 to 59 days, (B) delinquent 60 to 89 days, (C) delinquent 90
   or more days, (D) as to which foreclosure proceedings have been commenced,
   and (E) as to which, to the knowledge of the Master Servicer or the Special
   Servicer, as applicable, bankruptcy proceedings have commenced in respect of
   the related Mortgagor;

             (xi) as to each Trust Mortgage Loan referred to in the preceding
   clause (x) above, (A) the loan number thereof, (B) the Stated Principal
   Balance thereof immediately following such Distribution Date and (C) whether
   the delinquency is in respect of its Balloon Payment;

             (xii) with respect to any Trust Mortgage Loan as to which a
   Liquidation Event occurred during the related Collection Period (or, in the
   case of a Final Recovery Determination with respect to the Berkeley & Brown
   Trust Mortgage Loan, during the Berkeley & Brown 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 (or an
   interest in which was included) in the Trust Fund as of the close of business
   on the related Determination Date, the loan number of the related Trust
   Mortgage Loan, the book value of such REO Property and the amount of REO
   Revenues and other amounts, if any, Received by the Trust with respect to
   such REO Property during the related Collection Period (separately
   identifying the portion thereof allocable to distributions on the
   Certificates) and, if available, the Appraised Value of

                                     -231-
<PAGE>

   such REO Property as expressed in the most recent appraisal thereof and the
   date of such appraisal;

             (xiv) with respect to any Trust Mortgage Loan as to which the
   related Mortgaged Property became an REO Property during the related
   Collection Period (or, in the case of the Berkeley & Brown Trust Mortgage
   Loan, during the Berkeley & Brown Collection Period), the loan number of such
   Trust Mortgage Loan and the Stated Principal Balance of such Trust Mortgage
   Loan as of the related Acquisition Date;

             (xv) with respect to any REO Property as to which a Final Recovery
   Determination was made during the related Collection Period (or, in the case
   of any Berkeley & Brown REO Property, during the related Berkeley & Brown
   Collection Period), (A) the loan number of the related Trust Mortgage Loan,
   (B) a brief description of the basis for the Final Recovery Determination,
   (C) the aggregate of all Liquidation Proceeds and other amounts Received by
   the Trust with respect to such REO Property during the related Collection
   Period (separately identifying the portion thereof allocable to distributions
   on the Certificates), (D) the amount of any Realized Loss in respect of the
   related REO Trust Mortgage Loan in connection with such Final Recovery
   Determination and (E), if available, the Appraised Value of such REO Property
   as expressed in the most recent appraisal thereof and the date of such
   appraisal;

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

             (xvii) any unpaid Distributable Certificate Interest in respect of
   each Class of Regular Interest Certificates after giving effect to the
   distributions made on such Distribution Date, and if the full amount of the
   Principal Distribution Amount was not distributed on such Distribution Date,
   the portion of the shortfall affecting each Class of Principal Balance
   Certificates;

             (xviii) the Pass-Through Rate for each Class of Regular Interest
   Certificates for such Distribution Date;

             (xix) the Principal Distribution Amount, the Net Principal
   Distribution Amount, the respective portions of the Net Principal
   Distribution Amount attributable to each Loan Group, the Class BA Principal
   Distribution Amount and the Class SU Principal Distribution Amount,
   respectively, for such Distribution Date, separately identifying the
   respective components thereof (and, in the case of any Principal Prepayment
   or other unscheduled collection of principal Received by the Trust during the
   related Collection Period, the loan number for the related Trust Mortgage
   Loan and the amount of such prepayment or other collection of principal);

             (xx) the aggregate of all Realized Losses incurred during the
   related Collection Period (or, in the case of the Berkeley & Brown Trust
   Mortgage Loan or any Berkeley & Brown REO Trust Mortgage Loan during the
   related Berkeley & Brown 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;

                                     -232-
<PAGE>

             (xxi) the aggregate of all Realized Losses and Additional Trust
   Fund Expenses that remain unallocated immediately following such Distribution
   Date;

             (xxii) the Class Principal Balance of each Class of Principal
   Balance Certificates and the Class Notional Amount of each Class of Interest
   Only Certificates, outstanding immediately before and immediately after such
   Distribution Date, separately identifying any reduction therein due to the
   allocation of Realized Losses and Additional Trust Fund Expenses on such
   Distribution Date;

             (xxiii) the Certificate Factor for each Class of Regular Interest
   Certificates immediately following such Distribution Date;

             (xxiv) the aggregate amount of any interest on Advances in respect
   of the Mortgage Pool paid to the Master Servicer, the Trustee, the Fiscal
   Agent or any other party hereto during the related Collection Period in
   accordance with Section 3.11(g) and/or Section 4.03(d);

             (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 Trust Mortgage Loans (A) as to which the maturity
   dates have been extended, (B) as to which the maturity dates are in the
   process of being extended, (C) that have paid off and were never extended,
   (D) as to which the maturity dates had previously been extended and have paid
   off and (E) as to which the maturity dates had been previously extended and
   are in the process of being further extended;

             (xxvii) the original and then current credit support levels for
   each Class of Regular Interest Certificates;

             (xxviii) the original and then current ratings, if any, for each
   Class of Regular Interest Certificates;

             (xxix) the aggregate amount of Prepayment Premiums and Yield
   Maintenance Charges Received by the Trust (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

                                     -233-
<PAGE>

   information as the Trustee is required by the Code or other applicable law to
   furnish to enable Certificateholders to prepare their tax returns; and

             (xxxi) the amounts, if any, actually distributed with respect to
   the Class R-I, Class R-II and Class R-III Certificates on such Distribution
   Date.

         In the case of information to be furnished pursuant to clauses (i)
through (iv) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per Single
Certificate. In the case of information provided to the Trustee as a basis for
information to be furnished pursuant to clauses (viii) through (xv), (xix),
(xx), (xxiv), (xxv), (xxvi), (xxix) and (xxx) above, insofar as the underlying
information is solely within the control of the Special Servicer or the Master
Servicer, the Trustee may, absent manifest error, conclusively rely on the
reports to be provided by the Special Servicer or the Master Servicer.

         The Trustee shall forward electronically a copy of each Distribution
Date Statement to the Depository. The Trustee shall make available each month,
to Certificateholders, Certificate Owners, the Underwriters, the Rating
Agencies, the Controlling Class Representative, any party hereto or any Person
identified by any Certificateholder or Certificate Owner as a prospective
transferee, via the Trustee's internet website, with the use of a password
provided by the Trustee to such Person upon request and, in the case of a
Certificateholder, a Certificate Owner or a prospective transferee of a
Certificate or any interest therein, upon receipt by the Trustee from such
Person of a certification substantially in the form of Exhibit L-1 or Exhibit
L-2, as applicable, all Certificateholder Reports and any additional files
containing substantially similar information in an alternative format and, with
the consent or at the direction of the Depositor, such other information
regarding the Certificates and/or the Mortgage Pool as the Trustee may have in
its possession. The Trustee will make no representations or warranties as to the
accuracy or completeness of such documents and will assume no responsibility
therefor.

         The Trustee's internet website shall initially be located at
www.etrustee.net or at such other address as shall be specified by the Trustee
from time to time in the Distribution Date Statement and in one or more written
notices delivered to the other parties hereto, the Controlling Class
Representative (if any), the Certificateholders and the Rating Agencies. In
connection with providing access to the Trustee's internet website, the Trustee
may require the acceptance of a disclaimer. The Trustee shall not be liable for
the dissemination of information in accordance with this Agreement.

         The Master Servicer may, but is not required to, make available each
month, to Certificateholders, Certificate Owners (that have been confirmed as
such by the Trustee), the Controlling Class Representative, the Underwriters,
the Rating Agencies or any party hereto, the Certificateholder Reports, on its
internet website. The Master Servicer will make no representations or warranties
as to the accuracy or completeness of any report not prepared by it and will
assume no responsibility for any information for which it is not the original
source.

         The Master Servicer's internet website shall initially be located at
"www.wachovia.com" or at such other address as shall be specified by the Master
Servicer from time to time in one or more written notices delivered to the other
parties hereto, the Controlling Class Representative (if any), the
Certificateholders and the Rating Agencies. In connection with providing access
to the Master Servicer's internet website, the Master Servicer may require the
acceptance of a disclaimer. The Master Servicer shall not be liable for the
dissemination of information to Certificateholders and Certificate

                                     -234-
<PAGE>

Owners in accordance with this Agreement. Access to the Master Servicer's
internet website shall be coordinated with the Trustee and shall be with the use
of a password provided by the Master Servicer, which, in the case of a
Certificateholder or a Certificate Owner, shall only be provided upon receipt by
the Master Servicer from such Person of a certification substantially in the
form of Exhibit L-1. Notwithstanding the foregoing, upon the Depositor's
notifying the Master Servicer that the Non-Registered Certificates have been
sold by the Underwriters to unaffiliated third parties, the Master Servicer may
make the Servicer Reports available on its internet website without a password,
provided that for so long as reports are required to be filed with the
Commission in respect of the Trust pursuant to Section 15(d) of the Exchange
Act, the subject reports shall have been previously filed with the Commission
(which shall be confirmed by the Master Servicer by request made to the
Trustee).

         If the Master Servicer determines, in its reasonable judgment, that
information regarding the Mortgage Loans and REO Properties (in addition to the
information otherwise required to be contained in the CMSA Investor Reporting
Package) should be disclosed to Certificateholders and Certificate Owners, then
(A) the Master Servicer shall so notify the Trustee, set forth such information
in an additional report, in a format reasonably acceptable to the Trustee and
the Master Servicer (the "Supplemental Report"), and deliver such report to the
Trustee upon preparation thereof or simultaneously with the delivery of its
reports described in Section 3.12(c); and (B) the Trustee shall include the
Supplemental Report in or as an attachment to the Distribution Date Statement
for the following Distribution Date and, to the extent required by Section
8.15(a), shall file such Supplemental Report, together with such Distribution
Date Statement and the other corresponding Servicer Reports, on the related
Current Report on Form 8-K and/or the related Annual Report on Form 10-K, as
applicable, in accordance with Section 8.15(a).

         During any period that reports are required to be filed with the
Commission with respect to the Trust pursuant to Section 15(d) of the Exchange
Act, each recipient of a Certificateholder Report, a CMSA NOI Adjustment
Worksheet or a CMSA Operating Statement Analysis Report shall be deemed to have
agreed to keep confidential the information therein until such statement or
report is filed with the Commission, and each Certificateholder Report, CMSA NOI
Adjustment Worksheet and CMSA Operating Statement Analysis Report shall bear a
legend to the effect that: "Until this statement/report is filed with the
Commission with respect to the Trust pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended, the recipient hereof shall be deemed to keep
the information contained herein confidential and such information will not,
without the prior consent of the Master Servicer or the Trustee, be disclosed by
such recipient or by its officers, directors, partners, employees, agents or
representatives in any manner whatsoever, in whole or in part."

         Absent manifest error of which it has actual knowledge, none of the
Master Servicer, the Special Servicer or the Trustee shall be responsible for
the accuracy or completeness of any information supplied to it by a Mortgagor, a
Mortgage Loan Seller or third party that is included in any reports, statements,
materials or information prepared or provided by the Master Servicer, the
Special Servicer or the Trustee, as applicable, pursuant to this Agreement. None
of the Trustee, the Master Servicer or the Special Servicer shall have any
obligation to verify the accuracy or completeness of any information provided by
a Mortgagor, a Mortgage Loan Seller, a third party or each other.

         Within a reasonable period of time after the end of each calendar year,
upon request, the Trustee shall send to each Person who at any time during the
calendar year was a Certificateholder of record, a report summarizing on an
annual basis (if appropriate) the items relating to distributions of

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interest (including Prepayment Premiums, Yield Maintenance Charges and
Additional Interest) and principal to Certificateholders during such calendar
year (or the applicable portion of such calendar year during which such Person
was a Certificateholder) set forth in the Distribution Date Statements and such
other information as may be required to enable such Certificateholders to
prepare their federal income tax returns. Such information shall include the
amount of original issue discount accrued on each Class of Certificates and
information regarding the expenses of the Trust Fund. Such requirement shall be
deemed to be satisfied to the extent such information is provided pursuant to
applicable requirements of the Code from time to time in force.

         Upon receipt of notice from the Depositor that the Underwriters have
sold the Non-Registered Certificates to unaffiliated third parties, the Trustee
shall make available electronically or, if so requested, forward by hard copy,
on each Distribution Date, to (i) Trepp, LLC (at 477 Madison Avenue, 18th Floor,
New York, New York 10022 or such other address as Trepp, LLC may designate),
(ii) Intex Solutions, Inc. (at 110 A Street, Needham, Massachusetts 02494, or
such other address as Intex Solutions, Inc. may hereafter designate), (iii)
Charter Research Corporation (at Two Oliver Street, 10th Floor, Boston,
Massachusetts 02109-4904, or such other address as Charter Research Corporation
may hereafter designate), and (iv) any other similar third party information
provider, a copy of the reports made available to the Holders of the
Certificates on such Distribution Date as described above.

         Upon written request of the Depositor or any Underwriter, without
payment of any fee, and upon written request of any Certificateholders or any
other Person, together with payment of a reasonable fee specified by the
Trustee, the Trustee shall provide any statements, reports and/or information
contemplated by this Section 4.02(a) electronically to such party (such
electronic distribution and such statements, reports, and/or information thereon
to bear such appropriate disclaimers and qualifications as the Depositor and the
Trustee shall determine in their reasonable discretion).

         If any Certificate Owner does not receive through the Depository or any
of its Depository Participants any of the statements, reports and/or other
written information described above in this Section 4.02(a) that it would
otherwise be entitled to receive if it were the Holder of a Definitive
Certificate evidencing its ownership interest in the related Class of Book-Entry
Certificates, then the Trustee shall forward such statements, reports and/or
other written information to such Certificate Owner as provided above, upon the
request of such Certificate Owner made in writing to the Corporate Trust Office
(accompanied by current verification of such Certificate Owner's ownership
interest). Such portion of such information as may be agreed upon by the
Depositor and the Trustee shall be furnished to any such Person via overnight
courier delivery or telecopy from the Trustee; provided that the cost of such
overnight courier delivery or telecopy shall be an expense of the party
requesting such information.

         The Trustee shall only be obligated to deliver the statements, reports
and information contemplated by this Section 4.02(a) to the extent it receives,
in the format required by this Agreement, the necessary underlying information
from the Master Servicer or the Special Servicer, as applicable, and shall not
be liable for any failure to deliver any thereof on the prescribed due dates, to
the extent caused by failure to receive timely such underlying information.
Nothing herein shall obligate the Trustee, the Master Servicer or the Special
Servicer to violate any applicable law prohibiting disclosure of information
with respect to any Mortgagor and the failure of the Trustee, Master Servicer or
the Special Servicer to disseminate information for such reason shall not be a
breach hereof.

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<PAGE>

         The information to be furnished by the Trustee to the
Certificateholders pursuant to Sections 4.02(a) and (b) shall not limit the
Trustee in furnishing any such information to other Persons to whom it
determines such disclosure to be appropriate and shall not limit the Trustee in
furnishing to Certificateholders or to any Person any other information with
respect to the Mortgage Loans, the Mortgaged Properties or the Trust Fund as may
be provided to it by the Depositor, the Master Servicer or the Special Servicer
or gathered by it in any investigation or other manner from time to time (such
information, other than as described in Sections 4.02(a) and (b), is referred to
herein as "Additional Information") as it may reasonably deem necessary or
appropriate from time to time, provided that (A) the Trustee shall give the
Depositor three Business Days' advance notice before doing so, (B) any such
Additional Information shall only be furnished with the consent or at the
request of the Depositor (except pursuant to clause (E) below), (C) the Trustee
shall be entitled to indicate the source of all information furnished by it, and
the Trustee may affix thereto any disclaimer it deems appropriate in its
reasonable discretion, (D) the Trustee shall notify Certificateholders of the
availability of any such information in any manner as it, in its sole
discretion, may determine, and (E) this provision shall not prevent the Trustee,
whether with or without the consent of the Depositor, from furnishing
information with respect to the Trust Fund and its administration thereof to any
Person, if it reasonably determines that the furnishing of such information is
required by applicable law. The Trustee shall forward to the Depositor any
requests for Additional Information which, for their fulfillment, require the
consent of the Depositor. Nothing herein shall be construed to impose upon the
Trustee any obligation or duty to furnish or distribute any Additional
Information to any Person in any instance.

         (b) Not later than 1:00 p.m. (New York City time) on the second
Business Day prior to each Distribution Date, the Master Servicer shall furnish
to the Trustee, and upon request, to the Depositor, the Underwriters and the
Special Servicer, by electronic transmission (or in such other form to which the
Trustee or the Depositor, as the case may be, and the Master Servicer may
agree), an accurate and complete CMSA Loan Periodic Update File providing the
required information for the Mortgage Loans and any successor REO Mortgage Loans
as of the related Determination Date.

         In the performance of its obligations set forth in Section 4.05 and its
other duties hereunder, the Trustee may conclusively rely on the CMSA Loan
Periodic Update File provided to it by the Master Servicer, and the Trustee
shall not be responsible to recompute, recalculate or verify the information
provided to it by the Master Servicer. In the case of information to be
furnished by the Master Servicer to the Trustee pursuant to this Section
4.02(b), insofar as such information is solely within the control of the Special
Servicer, the Master Servicer (if other than the Special Servicer or an
Affiliate thereof) shall have no obligation to provide such information until it
has received such information from the Special Servicer, shall not be in default
hereunder due to a delay in providing the CMSA Loan Periodic Update File caused
by the Special Servicer's failure to timely provide any report required under
this Agreement and may, absent actual knowledge of an error therein,
conclusively rely on the reports to be provided by the Special Servicer. The
Master Servicer may conclusively rely on any information provided by the
respective Mortgage Loan Sellers or any Mortgagor with respect to the CMSA Loan
Periodic Update File, CMSA Loan Setup File, CMSA Property File and CMSA
Financial File.

         SECTION 4.03. P&I Advances With Respect to the Mortgage Pool.

         (a) On or before 2:00 p.m., New York City time, on each Master Servicer
Remittance Date, the Master Servicer shall, subject to Section 4.03(c) below,
satisfy its obligations to make any

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<PAGE>

required P&I Advances with respect to the related Distribution Date in respect
of the Mortgage Pool, first, by transferring to the Trustee for deposit in the
Collection Account amounts then held in the Pool Custodial Account for future
distribution to Certificateholders in subsequent months in discharge of such
obligations, and second, by remitting its own funds to the Trustee for deposit
in the Collection Account in an amount equal to the remaining portion of such
required P&I Advances. Any amounts held in the Pool Custodial Account for future
distribution and so used to make P&I Advances shall be appropriately reflected
in the Master Servicer's records and replaced by the Master Servicer by deposit
in the Pool Custodial Account on or before the next succeeding Determination
Date (to the extent not previously replaced through the deposit of Late
Collections of the delinquent principal and interest in respect of which such
P&I Advances were made). If, as of 4:00 p.m., New York City time, on any Master
Servicer Remittance Date, the Master Servicer shall not have made any P&I
Advance required to be made on such date pursuant to this Section 4.03(a) (and
shall not have delivered to the Trustee the requisite Officer's Certificate and
any required supporting documentation related to a determination of
nonrecoverability of a P&I Advance), then the Trustee shall provide notice of
such failure to a Servicing Officer of the Master Servicer by facsimile
transmission sent to telecopy no. (704) 593-7740 (or such alternative number
provided by the Master Servicer to the Trustee in writing) and by telephone at
telephone no. (704) 593-7682 or (704) 593-7867 (or such alternative number
provided by the Master Servicer to the Trustee in writing) as soon as possible,
but in any event before 5:00 p.m., New York City time, on such Master Servicer
Remittance Date. If after such notice by facsimile, the Trustee does not receive
the full amount of such P&I Advances by 10:00 a.m., New York City time, on the
related Distribution Date, then the Trustee (or the Fiscal Agent on its behalf)
shall make the portion of such P&I Advances that was required to be, but was
not, made by the Master Servicer on such Master Servicer Remittance Date. If the
Trustee fails to make any such P&I Advance on the related Distribution Date, but
the Fiscal Agent makes such P&I Advance on such date, then the Trustee shall be
deemed not to be in default hereunder.

         (b) The aggregate amount of P&I Advances to be made by the Master
Servicer, the Trustee or the Fiscal Agent, as the case may be, pursuant to
Section 4.03(a) in respect of any Distribution Date shall, subject to Section
4.03(c) below, equal the aggregate of all Monthly Payments (other than Balloon
Payments) and any Assumed Monthly Payments, in each case net of related Master
Servicing Fees and any related Workout Fees (and, in the case of the Berkeley &
Brown Trust Mortgage Loan, net of any related similar fees payable to third
parties under and allocable to the Berkeley & Brown Trust Mortgage Loan pursuant
to the Berkeley & Brown Servicing Agreement) due or deemed due, as the case may
be, in respect of the Trust Mortgage Loans (including Balloon Trust Mortgage
Loans delinquent as to their respective Balloon Payments) and any REO Mortgage
Loans in the Mortgage Pool on their respective Due Dates during the related
Collection Period, in each case to the extent such amount was not Received by
the Trust (including as net income from REO Properties) as of the end of the
related Collection Period; provided that if, in the case of the Berkeley & Brown
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto, it is determined by a Berkeley & Brown Servicer and reported to the
applicable parties hereunder that an Appraisal Reduction Amount exists with
respect thereto (or that an Appraisal Reduction Amount exists with respect to
the Berkeley & Brown Loan Group, and a portion of such Appraisal Reduction
Amount is allocable to the Berkeley & Brown Trust Mortgage Loan or any successor
REO Trust Mortgage Loan with respect thereto), then the amount of each P&I
Advance, if any, required to be made pursuant to this Section 4.03 in respect of
the Berkeley & Brown Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto, as the case may be, during the period that such
Appraisal Reduction Amount continues to exist, shall be reduced to equal the
product of (i) the amount of the subject P&I Advance

                                     -238-
<PAGE>

that would otherwise be required to be made under this Section 4.03 in respect
of the Berkeley & Brown Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto, as the case may be, without regard to this proviso,
multiplied by (ii) a fraction, the numerator of which is equal to the Stated
Principal Balance of the Berkeley & Brown Trust Mortgage Loan or any successor
REO Trust Mortgage Loan with respect thereto, as the case may be, net of such
Appraisal Reduction Amount (or net of the portion of any Appraisal Reduction
Amount in respect of the Berkeley & Brown Loan Group allocable to the Berkeley &
Brown Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto, as the case may be), and the denominator of which is equal to the then
Stated Principal Balance of the Berkeley & Brown Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto, as the case may be; and
provided, further, that if, with respect to the Santa Anita Loan Pair, it is
determined that an Appraisal Reduction Amount exists with respect to the Santa
Anita Loan Pair, and if such Appraisal Reduction Amount exceeds the Stated
Principal Balance of the Santa Anita Non-Trust Mortgage Loan or any successor
REO Mortgage Loan with respect thereto, then each P&I Advance, if any, required
to be made under this Section 4.03 in respect of the Santa Anita Trust Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto, as the case
may be, during the period that such Appraisal Reduction Amount continues to
exist, shall be reduced to equal the product of (i) the amount of the subject
P&I Advance that would otherwise be required to be made in respect of the Santa
Anita Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto, as the case may be, without regard to this proviso, multiplied by (ii)
a fraction, the numerator of which is equal to the then Stated Principal Balance
of the Santa Anita Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto, as the case may be, reduced (to not less than zero) by the
portion of such Appraisal Reduction Amount that is in excess of the then Stated
Principal Balance of the Santa Anita Non-Trust Mortgage Loan or any successor
REO Mortgage Loan with respect thereto, as the case may be, and the denominator
of which is equal to the then Stated Principal Balance of the Santa Anita Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as
the case may be; and provided, further, that if, with respect to any other Trust
Mortgage Loan or REO Trust Mortgage Loan, it is determined that an Appraisal
Reduction Amount exists with respect thereto, then each P&I Advance, if any,
required to be made under this Section 4.03 in respect of such Trust Mortgage
Loan or REO Trust Mortgage Loan, as the case may be, during the period that such
Appraisal Reduction Amount continues to exist, shall be reduced to equal the
product of (i) the amount of the subject P&I Advance that would otherwise be
required to be made in respect of such Trust Mortgage Loan or REO Trust Mortgage
Loan, as the case may be, without regard to this proviso, multiplied by (ii) a
fraction, the numerator of which is equal to the then Stated Principal Balance
of such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be,
reduced (to not less than zero) by such Appraisal Reduction Amount, and the
denominator of which is equal to the then Stated Principal Balance of such Trust
Mortgage Loan or REO Trust Mortgage Loan, as the case may be.

         (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made under this Section 4.03 if such P&I Advance would,
if made, constitute a Nonrecoverable P&I Advance. The determination by the
Master Servicer that it has made a Nonrecoverable P&I Advance pursuant to this
Section 4.03 or that any proposed P&I Advance, if made pursuant to this Section
4.03, would constitute a Nonrecoverable P&I Advance, shall be evidenced by an
Officer's Certificate delivered to the Trustee, the Fiscal Agent and the
Depositor on or before the related Master Servicer Remittance Date, setting
forth the basis for such determination, together with any other information that
supports such determination, including an appraisal (which appraisal shall have
been conducted by an Independent Appraiser within the 12-month period preceding
such determination in

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<PAGE>

accordance with the standards of the Appraisal Institute taking into account the
factors specified in Section 3.18 or, alternatively, in the case of the Berkeley
& Brown Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto, shall either have been conducted by an Independent Appraiser as
provided above or received from a Berkeley & Brown Servicer), related Mortgagor
operating statements and financial statements, budgets and rent rolls of the
related Mortgaged Properties (to the extent available and/or in the Master
Servicer's or the Special Servicer's possession), engineers' reports,
environmental surveys and any similar reports that the Master Servicer may have
obtained consistent with the Servicing Standard and at the expense of the Trust
Fund, that support such determination by the Master Servicer. The Trustee and
the Fiscal Agent shall be entitled to rely, conclusively, on any determination
by the Master Servicer that a P&I Advance, if made pursuant to this Section
4.03, would be a Nonrecoverable P&I Advance; provided, however, that if the
Master Servicer has failed to make a P&I Advance pursuant to this Section 4.03
for reasons other than a determination by the Master Servicer that such P&I
Advance would be a Nonrecoverable P&I Advance or for the reasons contemplated by
the following paragraphs of this Section 4.03(c), the Trustee or Fiscal Agent
shall make such Advance within the time periods required by Section 4.03(a)
unless the Trustee or the Fiscal Agent, in its good faith, reasonable
discretion, makes a determination prior to the times specified in Section
4.03(a) that such P&I Advance would be a Nonrecoverable P&I Advance. Upon
determining that any P&I Advance previously made pursuant to this Section 4.03
with respect to a Specially Serviced Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto is a Nonrecoverable P&I Advance, the
Special Servicer shall report to the Master Servicer the Special Servicer's
determination. The Master Servicer shall be entitled to conclusively rely on
such determination.

         If, in connection with the foregoing, it is necessary for the Master
Servicer to obtain an appraisal, the Master Servicer shall so notify the Special
Servicer and consult with the Special Servicer regarding such appraisal. In
addition, if in connection with a determination by the Master Servicer as to
whether a P&I Advance made or to be made with respect to the Berkeley & Brown
Trust Mortgage Loan constitutes or would, if made, constitute a Nonrecoverable
P&I Advance: (i) the Master Servicer reasonably believes, in accordance with the
Servicing Standard, that a P&I Advance with respect to the Berkeley & Brown
Trust Mortgage Loan constitutes or may, if made, constitute a Nonrecoverable P&I
Advance, and (ii) either (A) the Master Servicer has made a request for an
appraisal with respect to the Berkeley & Brown Mortgaged Properties from a
Berkeley & Brown Servicer and has not obtained, (x) within 5 Business Days of
such request, a response from the applicable Berkeley & Brown Servicer
indicating that an appraisal with respect to the Berkeley & Brown Mortgaged
Properties would be performed within one month of the date of such response or
has been performed within the prior 12-month period (or such shorter period as
the Master Servicer reasonably believes, in accordance with the Servicing
Standard, is necessary) preceding the date of such request, and (y) within one
month of the date of such response, a copy of an appraisal report with respect
to the Berkeley & Brown Mortgaged Properties, relating to an appraisal that has
been performed within the 12-month period (or such shorter period as the Master
Servicer reasonably believes, in accordance with the Servicing Standard, is
necessary) preceding the date of such request by the Master Servicer, that
complies with the requirements for such an appraisal under the terms of the
Berkeley & Brown Servicing Agreement or this Agreement, or (B) the Master
Servicer has made a request for an appraisal with respect to the Berkeley &
Brown Mortgaged Properties from a Berkeley & Brown Servicer and has been advised
by the applicable Berkeley & Brown Servicer that such an appraisal with respect
to the Berkeley & Brown Mortgaged Properties will not be performed within the
time periods specified in clause (ii)(A) above, then the Master Servicer may
have an appraisal performed with respect to the Berkeley & Brown

                                     -240-
<PAGE>

Mortgaged Properties by an Independent Appraiser or other expert in real estate
matters, which appraisal shall take into account the factors specified in
Section 3.18, and the cost of which appraisal may be withdrawn from general
collections on deposit in the Pool Custodial Account.

         If either of the Berkeley & Brown Pari Passu Non-Trust Mortgage Loans
is securitized as part of a rated commercial mortgage securitization similar to
the commercial mortgage securitization contemplated by this Agreement, and if
the Master Servicer receives written notice that the primary party responsible
for making delinquency advances similar to P&I Advances hereunder and/or
servicing advances with respect to such other commercial mortgage securitization
has determined, in accordance with the requirements of the related
securitization agreement, that any such delinquency advance or servicing advance
made or to be made with respect to such securitized Berkeley & Brown Pari Passu
Non-Trust Mortgage Loan would not ultimately be recoverable out of collections
on such Berkeley & Brown Pari Passu Non-Trust Mortgage Loan, then the Master
Servicer shall deliver written notice to such effect to the Trustee, the Fiscal
Agent and the Depositor. In addition, it shall provide notice to the Trustee,
the Fiscal Agent and the Depositor if P&I Advances in respect of the Berkeley &
Brown Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with respect
thereto) are no longer deemed Nonrecoverable P&I Advances by virtue of the
proviso to the definition of "Nonrecoverable P&I Advance".

         In addition, if the Master Servicer has actual knowledge that either of
the Berkeley & Brown Pari Passu Non-Trust Mortgage Loans is securitized as part
of a rated commercial mortgage securitization similar to the commercial mortgage
securitization contemplated by this Agreement, and if the Master Servicer
determines that any P&I Advance made or to be made with respect to the Berkeley
& Brown Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto) is or, if made, would be a Nonrecoverable P&I Advance, then the
Master Servicer shall, consistent with the Berkeley & Brown Co-Lender Agreement,
notify its counterpart under each such other commercial mortgage securitization
within one Business Day of such determination. It will, consistent with the
Berkeley & Brown Co-Lender Agreement, also notify its counterpart under each
such other commercial mortgage securitization (within one Business Day of such
determination) if it subsequently determines that P&I Advances made or to be
made with respect to the Berkeley & Brown Trust Mortgage Loan (or any successor
REO Trust Mortgage Loan with respect thereto) are no longer Nonrecoverable P&I
Advances. Following a determination of nonrecoverability by the Master Servicer
in accordance with this paragraph or by another party servicing a Berkeley &
Brown Pari Passu Non-Trust Mortgage Loan in accordance with the preceding
paragraph, prior to the Master Servicer resuming P&I Advances with respect to
the Berkeley & Brown Trust Mortgage Loan, it must have consulted with its
counterparts under the securitizations of the Berkeley & Brown Pari Passu
Non-Trust Mortgage Loans regarding whether circumstances with respect to the
subject mortgage loans have changed such that a proposed future P&I Advance
would not be a Nonrecoverable P&I Advance.

         (d) The Master Servicer, the Trustee and the Fiscal Agent shall each be
entitled to receive interest at the Reimbursement Rate in effect from time to
time, compounded annually, accrued on the amount of each P&I Advance made
thereby under this Section 4.03 (with its own funds) for so long as such P&I
Advance is outstanding; provided that if the grace period for the delinquent
Monthly Payment as to which a P&I Advance was made under this Section 4.03 has
not elapsed as of the time such P&I Advance was made, then the total interest so
accrued on such P&I Advance prior to the expiration of such grace period, shall
not exceed the amount of Default Charges, if any, Received by the Trust in
connection with the late payment of such delinquent Monthly Payment; and
provided, further,

                                     -241-
<PAGE>

that, in no event shall interest so accrue on any P&I Advance as to which the
corresponding Late Collection was received by the Master Servicer or a
Sub-Servicer on its behalf as of the related Master Servicer Remittance Date.
Interest so accrued on any P&I Advance made under this section shall be payable:
(i) first, in accordance with Sections 3.05 and 3.26, out of any Default Charges
collected on or in respect of the particular Trust Mortgage Loan or REO Trust
Mortgage Loan as to which the P&I Advance relates (provided that such Default
Charges will only be applied to pay interest accrued on such P&I Advance through
the date that such Default Charges were received); and (ii) then, if and to the
extent that such Default Charges are insufficient to cover such interest, but
not before the related Advance is being reimbursed or has been reimbursed
pursuant to this Agreement, out of general collections on the Trust Mortgage
Loans and REO Properties on deposit in the Pool Custodial Account; provided
that, in the case of P&I Advances with respect to the Berkeley & Brown Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, the
Master Servicer shall, no less often than monthly, notify the Berkeley & Brown
Master Servicer of the interest accruing on such P&I Advances in accordance with
this Section 4.03(d) and, to the maximum extent permitted by the Berkeley &
Brown Co-Lender Agreement, prior to paying such interest on such P&I Advances
out of general collections in respect of the Mortgage Pool on deposit in the
Pool Custodial Account, shall seek payment for such interest on such P&I
Advances from the Berkeley & Brown Master Servicer out of amounts otherwise
payable to the holder of the Berkeley & Brown Subordinate Non-Trust Mortgage
Loan; and provided, further, that, in the case of P&I Advances with respect to
the Santa Anita Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto, to the maximum extent permitted by the Santa Anita
Co-Lender Agreement, prior to paying interest on such P&I Advances out of
general collections in respect of the Mortgage Pool on deposit in the Pool
Custodial Account, the Master Servicer shall pay such interest on such P&I
Advances out of amounts otherwise payable to the holder of the Santa Anita
Non-Trust Mortgage Loan on deposit in the Santa Anita Custodial Account. The
Master Servicer shall, in accordance with Section 3.05(a), reimburse itself, the
Trustee or the Fiscal Agent, as applicable, for any outstanding P&I Advance made
thereby under this Section 4.03 as soon as practicable after funds available for
such purpose are deposited in the Pool Custodial Account. Notwithstanding the
foregoing, upon a determination that a previously made P&I Advance is a
Nonrecoverable P&I Advance, instead of obtaining reimbursement out of general
collections on the Mortgage Pool immediately (as contemplated by Section
3.05(a)(vii)), any of the Master Servicer, the Trustee or the Fiscal Agent, as
applicable, may, in its sole discretion, elect to obtain reimbursement for such
Nonrecoverable P&I Advance over a period of time (not to exceed 12 months or
such longer period of time as is approved in writing by the Controlling Class
Representative) and the unreimbursed portion of such P&I Advance will accrue
interest at the Reimbursement Rate in effect from time to time. At any time
after such a determination to obtain reimbursement over time in accordance with
the preceding sentence, the Master Servicer, the Trustee or the Fiscal Agent, as
applicable, may, in its sole discretion, decide to obtain reimbursement
immediately. The fact that a decision to recover such Nonrecoverable P&I Advance
over time, or not to do so, benefits some Classes of Certificateholders to the
detriment of other Classes shall not constitute a violation of the Servicing
Standard by the Master Servicer or a breach of any fiduciary duty owed to the
Certificateholders by the Trustee or the Fiscal Agent, or a breach of any other
contractual obligation owed to the Certificateholders by any party to this
Agreement.

         SECTION 4.04. Allocation of Realized Losses and Additional Trust Fund
                       Expenses

         (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the Trustee
shall determine the amount, if any, by which (i) the then aggregate of the Class
Principal Balances of all the Classes of Principal Balance Certificates

                                     -242-
<PAGE>

(other than the Class BA Certificates and the Class SU Principal Balance
Certificates), exceeds (ii) the aggregate Stated Principal Balance of the
Mortgage Pool (net of the aggregate Uncertificated Principal Balance of REMIC I
Regular Interest BA-B and REMIC I Regular Interest SU-B) that will be
outstanding immediately following such Distribution Date. If such excess does
exist, then the Class Principal Balances of the Class T, Class S, Class Q, Class
P, Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class
E, Class D, Class C and Class B Certificates shall be reduced sequentially, in
that order, in each case, until such excess or the related Class Principal
Balance is reduced to zero (whichever occurs first). If, after the foregoing
reductions, the amount described in clause (i) of the second preceding sentence
still exceeds the amount described in clause (ii) of such sentence, then the
respective Class Principal Balances of all the outstanding Classes of the Class
A Certificates shall be reduced on a pro rata basis in accordance with the
relative sizes of such Class Principal Balances, until any such remaining excess
is reduced to zero.

         On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the Trustee
shall determine the amount, if any, by which (i) the then Class Principal
Balance of the Class BA Certificates, exceeds (ii) the Uncertificated Principal
Balance of REMIC I Regular Interest BA-B that will be outstanding immediately
following such Distribution Date. If such excess does exist, then the Class
Principal Balance of the Class BA Certificates shall be reduced by the full
amount of such excess. On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the Trustee
shall determine the amount, if any, by which (i) the then aggregate of the Class
Principal Balances of the Class SU Principal Balance Certificates, exceeds (ii)
the Uncertificated Principal Balance of REMIC I Regular Interest SU-B that will
be outstanding immediately following such Distribution Date. If such excess does
exist, then the Class Principal Balances of the Class SU-7, Class SU-6, Class
SU-5, Class SU-4, Class SU-3, Class SU-2 and Class SU-1 Certificates shall be
reduced sequentially, in that order, in each case, until the remaining such
excess or the related Class Principal Balance is reduced to zero (whichever
occurs first).

         All such reductions in the Class Principal Balances of the respective
Classes of the Principal Balance Certificates pursuant to this Section 4.04(a)
shall constitute allocations of Realized Losses and Additional Trust Fund
Expenses.

         (b) If the Class Principal Balance of any Class of Principal Balance
Certificates is reduced on any Distribution Date pursuant to Section 4.04(a),
then the Uncertificated Principal Balance of such Class' Corresponding REMIC II
Regular Interest (or, if applicable, the aggregate Uncertificated Principal
Balance of such Class' Corresponding REMIC II Regular Interests) shall be deemed
to have first been reduced by the exact same amount. In circumstances where
there are multiple Corresponding REMIC II Regular Interests with respect to a
Class of Principal Balance Certificates, the reductions to the respective
Uncertificated Principal Balances of such Corresponding REMIC II Regular
Interests as contemplated by the prior sentence shall be made as follows: (i) in
the case of the Class A-1b Certificates, such reductions shall be made first to
the Uncertificated Principal Balance of REMIC II Regular Interest A-1b-1 until
such Uncertificated Principal Balance is reduced to zero, then to the
Uncertificated Principal Balance of REMIC II Regular Interest A-1b-2 until such
Uncertificated Principal Balance is reduced to zero, then to the Uncertificated
Principal Balance of REMIC II Regular Interest A-1b-3 until such Uncertificated
Principal Balance is reduced to zero, then to the Uncertificated Principal
Balance of REMIC II Regular Interest A-1b-4 until such Uncertificated Principal
Balance is reduced to zero, then to the Uncertificated Principal Balance of
REMIC II Regular Interest A-1b-5 until such Uncertificated Principal Balance is
reduced to zero, then to the Uncertificated Principal Balance of

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REMIC II Regular Interest A-1b-6 until such Uncertificated Principal Balance is
reduced to zero and last to the Uncertificated Principal Balance of REMIC II
Regular Interest A-1b-7 until such Uncertificated Principal Balance is reduced
to zero; (ii) in the case of the Class A-1 Certificates, such reductions shall
be made first to the Uncertificated Principal Balance of REMIC II Regular
Interest A-1-1 until such Uncertificated Principal Balance is reduced to zero,
then to the Uncertificated Principal Balance of REMIC II Regular Interest A-1-2
until such Uncertificated Principal Balance is reduced to zero and last to the
Uncertificated Principal Balance of REMIC II Regular Interest A-1-3 until such
Uncertificated Principal Balance is reduced to zero; (iii) in the case of the
Class A-2 Certificates, such reductions shall be made first to the
Uncertificated Principal Balance of REMIC II Regular Interest A-2-1 until such
Uncertificated Principal Balance is reduced to zero and then to the
Uncertificated Principal Balance of REMIC II Regular Interest A-2-2 until such
Uncertificated Principal Balance is reduced to zero; (iv) in the case of the
Class A-3 Certificates, such reductions shall be made first to the
Uncertificated Principal Balance of REMIC II Regular Interest A-3-1 until such
Uncertificated Principal Balance is reduced to zero, then to the Uncertificated
Principal Balance of REMIC II Regular Interest A-3-2 until such Uncertificated
Principal Balance is reduced to zero and last to the Uncertificated Principal
Balance of REMIC II Regular Interest A-3-3 until such Uncertificated Principal
Balance is reduced to zero; (v) in the case of the Class A-4 Certificates, such
reductions shall be made first to the Uncertificated Principal Balance of REMIC
II Regular Interest A-4-1 until such Uncertificated Principal Balance is reduced
to zero and then to the Uncertificated Principal Balance of REMIC II Regular
Interest A-4-2 until such Uncertificated Principal Balance is reduced to zero.
All such reductions in the Uncertificated Principal Balances of the 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(m),
the Uncertified Principal Balance of each REMIC I Regular Interest (after taking
account of such deemed distributions) shall be reduced, if and to the extent
necessary, to equal the Stated Principal Balance of the related Trust Mortgage
Loan or REO Trust Mortgage Loan, as the case may be, that will be outstanding
immediately following such Distribution Date; provided that the Uncertificated
Principal Balance of REMIC I Regular Interest BA-A shall also be reduced (to not
less than zero) by the amount of any reduction, pursuant to Section 1.03, in the
portion of the Net Principal Distribution Amount for such Distribution Date
attributable to the Bank of America Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto; and provided, further, that the
Uncertificated Principal Balance of REMIC I Regular Interest SU-A shall also be
reduced (to not less than zero) by the amount of any reduction, pursuant to
Section 1.03, in the portion of the Net Principal Distribution Amount for such
Distribution Date attributable to the Sheraton Universal Trust Mortgage Loan or
any successor REO Trust Mortgage Loan with respect thereto; and provided,
further, that the Uncertificated Principal Balance of REMIC I Regular Interest
BA-B (after taking account of the deemed distributions pursuant to Section
4.01(m) and any reduction to the Uncertificated Principal Balance of REMIC I
Regular Interest BA-A in accordance with the second preceding proviso, in any
event on such Distribution Date) shall be reduced to the extent necessary (if at
all) to equal the excess, if any, of (i) the Stated Principal Balance of the
Bank of America Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto that will be outstanding immediately following such
Distribution Date, over (ii) the Uncertificated Principal Balance of REMIC I
Regular Interest BA-A (after taking account of such deemed distributions
pursuant to Section 4.01(m)); and provided, further, that the Uncertificated
Principal Balance of REMIC I Regular Interest SU-B (after taking account of the
deemed distributions pursuant to Section 4.01(m) and any reduction to the
Uncertificated Principal Balance of REMIC I Regular Interest SU-A in accordance
with the second

                                     -244-
<PAGE>

preceding proviso, in any event on such Distribution Date) shall be reduced to
the extent necessary (if at all) to equal the excess, if any, of (i) the Stated
Principal Balance of the Sheraton Universal Trust Mortgage Loan or any successor
REO Trust Mortgage Loan with respect thereto that will be outstanding
immediately following such Distribution Date, over (ii) the Uncertificated
Principal Balance of REMIC I Regular Interest SU-A (after taking account of such
deemed distributions pursuant to Section 4.01(m)). Any such reductions in the
Uncertificated Principal Balances of the respective REMIC I Regular Interests
shall be deemed to constitute allocations of Realized Losses and Additional
Trust Fund Expenses.

         SECTION 4.05. Calculations.

         The Trustee shall, provided it receives the necessary information from
the Master Servicer and the Special Servicer, be responsible for performing all
calculations necessary in connection with the actual and deemed distributions
and allocations to be made pursuant to Section 4.01 and Article IX and the
actual and deemed allocations of Realized Losses and Additional Trust Fund
Expenses to be made pursuant to Section 4.04. The Trustee shall calculate the
Available Distribution Amount, the Net Available Distribution Amount, the
Subordinate Net Available Distribution Amount, the respective portions of the
Net Available Distribution Amount attributable to each Loan Group, the Class BA
Available Distribution Amount and the Class SU Available Distribution Amount for
each Distribution Date and shall allocate such respective amounts among
Certificateholders in accordance with this Agreement, and the Trustee shall have
no obligation to recompute, recalculate or verify any information provided to it
by the Special Servicer or Master Servicer. The calculations by the Trustee of
such amounts shall, in the absence of manifest error, be presumptively deemed to
be correct for all purposes hereunder.

         SECTION 4.06. Use of Agents.

         The Master Servicer, the Special Servicer or the Trustee may at its own
expense utilize agents or attorneys-in-fact in performing any of its obligations
under this Article IV (except the obligation to make P&I Advances), but no such
utilization shall relieve the Master Servicer, the Special Servicer or the
Trustee, as applicable, from any of such obligations, and the Master Servicer,
the Special Servicer or the Trustee, as applicable, shall remain responsible for
all acts and omissions of any such agent or attorney-in-fact.


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                                    ARTICLE V

                                THE CERTIFICATES


         SECTION 5.01. The Certificates.

         (a) The Certificates will be substantially in the respective forms
attached hereto as Exhibits A-1, A-2, A-3, A-4, A-5 and A-6; provided that any
of the Certificates may be issued with appropriate insertions, omissions,
substitutions and variations, and may have imprinted or otherwise reproduced
thereon such legend or legends, not inconsistent with the provisions of this
Agreement, as may be required to comply with any law or with rules or
regulations pursuant thereto, or with the rules of any securities market in
which the Certificates are admitted to trading, or to conform to general usage.
The Certificates will be issuable in registered form only; provided, however,
that in accordance with Section 5.03, beneficial ownership interests in the
Regular Interest Certificates shall initially be held and transferred through
the book-entry facilities of the Depository. The Regular Interest Certificates
will be issuable only in denominations corresponding to initial Certificate
Principal Balances or initial Certificate Notional Amounts, as the case may be,
as of the Closing Date of $10,000 in the case of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-1b, Class B, Class C and Class D Certificates, $250,000
in the case of the Interest Only Certificates, and $250,000 in the case of the
remaining Regular Interest Certificates, and in each such case in integral
multiples of $1 in excess thereof. The Class R-I, Class R-II, Class R-III and
Class V Certificates will be issuable in denominations representing Percentage
Interests in the related Class of not less than 10%.

         (b) The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by the Certificate Registrar hereunder by an authorized
signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers or signatories of the
Certificate Registrar shall be entitled to all benefits under this Agreement,
subject to the following sentence, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, however, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by the Authenticating Agent by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.

         SECTION 5.02. Registration of Transfer and Exchange of Certificates.

         (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms hereof) as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The offices of the Trustee responsible for its duties as initial
Certificate Register shall be located, as of the Closing Date, at 135 South
LaSalle, Suite 1625, Chicago, Illinois 60603, Attention: Asset-Backed Securities
Trust Services Group--LB-UBS Commercial Mortgage Trust, Series 2003-C7. The

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<PAGE>

Certificate Registrar may appoint, by a written instrument delivered to the
Depositor, the Master Servicer, the Special Servicer and (if the Trustee is not
the Certificate Registrar) the Trustee, any other bank or trust company to act
as Certificate Registrar under such conditions as the predecessor Certificate
Registrar may prescribe, provided that the predecessor Certificate Registrar
shall not be relieved of any of its duties or responsibilities hereunder by
reason of such appointment. If the Trustee resigns or is removed in accordance
with the terms hereof, the successor trustee shall immediately succeed to its
duties as Certificate Registrar. The Depositor, the Trustee (if it is no longer
the Certificate Registrar), the Master Servicer and the Special Servicer shall
have the right to inspect the Certificate Register or to obtain a copy thereof
at all reasonable times, and to rely conclusively upon a certificate of the
Certificate Registrar as to the information set forth in the Certificate
Register.

         If three or more Holders make written request to the Trustee, and such
request states that such Holders desire to communicate with other Holders with
respect to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such Holders propose to
transmit, then the Trustee shall, within 30 days after the receipt of such
request, afford (or cause any other Certificate Registrar to afford) the
requesting Holders access during normal business hours to the most recent list
of Certificateholders held by the Certificate Registrar.

         (b) No Transfer of any Non-Registered Certificate or interest therein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

         If a Transfer of any Definitive Non-Registered Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance of the Non-Registered Certificates or a Transfer of
such Certificate by the Depositor, Lehman Brothers or any of their respective
Affiliates or, in the case of a Global Certificate for any Class of Book-Entry
Non-Registered Certificates, a Transfer thereof to a successor Depository or to
the applicable Certificate Owner(s) in accordance with Section 5.03), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached hereto as Exhibit F-1 and a certificate from such Certificateholder's
prospective Transferee substantially in the form attached hereto either as
Exhibit F-2A or as Exhibit F-2B; or (ii) an Opinion of Counsel satisfactory to
the Trustee to the effect that the prospective Transferee is an Institutional
Accredited Investor or a Qualified Institutional Buyer and such Transfer may be
made without registration under the Securities Act (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Master
Servicer, the Special Servicer, the Tax Administrator, the Trustee, the Fiscal
Agent or the Certificate Registrar in their respective capacities as such),
together with the written certification(s) as to the facts surrounding such
Transfer from the Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

         If a Transfer of any interest in the Rule 144A Global Certificate for
any Class of Book-Entry Non-Registered Certificates is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Book-Entry Non-Registered Certificates or a Transfer of any
interest therein by the Depositor, Lehman Brothers or any of their respective
Affiliates), then the Certificate Owner desiring to effect such Transfer shall
be required to obtain either (i) a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached hereto as Exhibit
F-

                                     -247-
<PAGE>

2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee
is a Qualified Institutional Buyer and such Transfer may be made without
registration under the Securities Act. Except as provided in the following two
paragraphs, no interest in the Rule 144A Global Certificate for any Class of
Book-Entry Non-Registered Certificates shall be transferred to any Person who
takes delivery other than in the form of an interest in such Rule 144A Global
Certificate. If any Transferee of an interest in the Rule 144A Global
Certificate for any Class of Book-Entry Non-Registered Certificates does not, in
connection with the subject Transfer, deliver to the Transferor the Opinion of
Counsel or one of the certifications described in the preceding sentence, then
such Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit F-2C hereto are, with respect to the subject
Transfer, true and correct.

         Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred (without delivery of any certificate or Opinion of Counsel described
in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the
Depositor or any Affiliate of the Depositor to any Person who takes delivery in
the form of a beneficial interest in the Regulation S Global Certificate for
such Class of Certificates upon delivery to the Certificate Registrar of (x) a
certificate to the effect that the Certificate Owner desiring to effect such
Transfer is the Depositor or an Affiliate of the Depositor and (y) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Trustee, as transfer agent
for the Depository, to approve the debit of the account of a Depository
Participant by a denomination of interests in such Rule 144A Global Certificate,
and approve the credit of the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the subject Class of Book-Entry
Non-Registered Certificates to be transferred. Upon delivery to the Certificate
Registrar of such certification and orders and instructions, the Trustee,
subject to and in accordance with the applicable procedures of the Depository,
shall reduce the denomination of the Rule 144A Global Certificate in respect of
the subject Class of Book-Entry Non-Registered Certificates, and increase the
denomination of the Regulation S Global Certificate for such Class of
Certificates, by the denomination of the beneficial interest in such Class of
Certificates specified in such orders and instructions.

         Also notwithstanding the foregoing, any interest in a Rule 144A Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (i) such certifications and/or opinions as are contemplated by
the second paragraph of this Section 5.02(b) and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository
to direct the Trustee to debit the account of a Depository Participant by the
denomination of the transferred interests in such Rule 144A Global Certificate.
Upon delivery to the Certificate Registrar of the certifications and/or opinions
contemplated by the second paragraph of this Section 5.02(b), the Trustee,
subject to and in accordance with the applicable procedures of the Depository,
shall reduce the denomination of the subject Rule 144A Global Certificate by the
denomination of the transferred interests in such Rule 144A Global Certificate,
and shall cause a Definitive Certificate of the same Class as such Rule 144A
Global Certificate, and in a denomination equal to the reduction in the
denomination of such Rule 144A Global Certificate, to be executed, authenticated
and delivered in accordance with this Agreement to the applicable Transferee.

                                     -248-
<PAGE>

         Except as provided in the next paragraph, no beneficial interest in the
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Regulation S Release Date, the Certificate Owner desiring to
effect any such Transfer shall be required to obtain from such Certificate
Owner's prospective Transferee a written certification substantially in the form
set forth in Exhibit F-2D hereto certifying that such Transferee is not a United
States Securities Person. On or prior to the Regulation S Release Date,
beneficial interests in the Regulation S Global Certificate for each Class of
Book-Entry Non-Registered Certificates may be held only through Euroclear or
Clearstream. The Regulation S Global Certificate for each Class of Book-Entry
Non-Registered Certificates shall be deposited with the Trustee as custodian for
the Depository and registered in the name of Cede & Co. as nominee of the
Depository.

         Notwithstanding the preceding paragraph, after the Regulation S Release
Date, any interest in the Regulation S Global Certificate for a Class of
Book-Entry Non-Registered Certificates may be transferred by the Depositor or
any Affiliate of the Depositor to any Person who takes delivery in the form of a
beneficial interest in the Rule 144A Global Certificate for such Class of
Certificates upon delivery to the Certificate Registrar of (x) a certificate to
the effect that the Certificate Owner desiring to effect such Transfer is the
Depositor or an Affiliate of the Depositor and (y) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Regulation S
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, that is equal to
the denomination of beneficial interests in the subject Class of Book-Entry
Non-Registered Certificates to be transferred. Upon delivery to the Certificate
Registrar of such certification and orders and instructions, the Trustee,
subject to and in accordance with the applicable procedures of the Depository,
shall reduce the denomination of the Regulation S Global Certificate in respect
of the subject Class of Book-Entry Non-Registered Certificates, and increase the
denomination of the Rule 144A Global Certificate for such Class of Certificates,
by the denomination of the beneficial interest in such Class of Certificates
specified in such orders and instructions.

         None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the Transfer of any
Non-Registered Certificate or interest therein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of any Non-Registered Certificate or interest therein shall, and does
hereby agree to, indemnify the Depositor, the Underwriters, the Trustee, the
Fiscal Agent, the Master Servicer, the Special Servicer, the Tax Administrator
and the Certificate Registrar against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

         (c) No Transfer of a Certificate or any interest therein shall be made
(i) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (ii) to any Person who is
directly or indirectly purchasing such Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan, if

                                     -249-
<PAGE>

the purchase and holding of such Certificate or interest therein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in connection with the initial
issuance of the Non-Registered Certificates or any Transfer of a Non-Registered
Certificate or any interest therein by the Depositor, Lehman Brothers or any of
their respective Affiliates or, in the case of a Global Certificate for any
Class of Book-Entry Non-Registered Certificates, any Transfer thereof to a
successor Depository or to the applicable Certificate Owner(s) in accordance
with Section 5.03, the Certificate Registrar shall refuse to register the
Transfer of a Definitive Non-Registered Certificate unless it has received from
the prospective Transferee, and any Certificate Owner transferring an interest
in a Global Certificate for any Class of Book-Entry Non-Registered Certificates
shall be required to obtain from its prospective Transferee, one of the
following: (i) a certification to the effect that such prospective Transferee is
not a Plan and is not directly or indirectly purchasing such Certificate or
interest therein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) alternatively, except in the case of a Class R-I,
Class R-II, Class R-III or Class V Certificate, a certification to the effect
that the purchase and holding of such Certificate or interest therein by such
prospective Transferee is exempt from the prohibited transaction provisions of
Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such
prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of
Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii)
alternatively, but only in the case of a Non-Registered Certificate that is an
Investment Grade Certificate (other than, if applicable, a Class R-I, Class
R-II, Class R-III or Class V Certificate) that is being acquired by or on behalf
of a Plan in reliance on the Prohibited Transaction Exemption, a certification
to the effect that such Plan (X) is an accredited investor as defined in Rule
501(a)(1) of Regulation D of the Securities Act, (Y) is not sponsored (within
the meaning of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any
Mortgage Loan Seller, the Master Servicer, the Special Servicer, any
Sub-Servicer, any Person responsible for servicing the Berkeley & Brown Trust
Mortgage Loan or any Berkeley & Brown REO Property, any Exemption-Favored Party
or any Mortgagor with respect to Trust Mortgage Loans constituting more than 5%
of the aggregate unamortized principal balance of all the Trust Mortgage Loans
determined as of the Closing Date, or by any Affiliate of such Person, and (Z)
agrees that it will obtain from each of its Transferees that are Plans a written
representation that such Transferee, if a Plan, satisfied the requirements of
the immediately preceding clauses (iii)(X) and (iii)(Y), together with a written
agreement that such Transferee will obtain from each of its Transferees that are
Plans a similar written representation regarding satisfaction of the
requirements of the immediately preceding clauses (iii)(X) and (iii)(Y); or (iv)
alternatively, a certification of facts and an Opinion of Counsel which
otherwise establish to the reasonable satisfaction of the Trustee or such
Certificate Owner, as the case may be, that such Transfer will not result in a
violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code. It is hereby
acknowledged that the forms of certification attached hereto as Exhibit G-1 (in
the case of Definitive Non-Registered Certificates) and Exhibit G-2 (in the case
of ownership interests in Book-Entry Non-Registered Certificates) are acceptable
for purposes of the preceding sentence. If any Transferee of a Certificate
(including a Registered Certificate) or any interest therein does not, in
connection with the subject Transfer, deliver to the Certificate Registrar (in
the case of a Definitive Certificate) or the Transferor (in the case of
ownership interests in a Book-Entry Certificate) any certification and/or
Opinion of Counsel contemplated by the second preceding sentence, then such
Transferee shall be deemed to have represented and warranted that either: (i)
such Transferee is not a Plan and is not directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan; or (ii) the purchase and holding of such
Certificate or interest therein by such Transferee is exempt from the prohibited
transaction provisions of

                                     -250-
<PAGE>

Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such
prohibited transactions by Sections 4975(a) and (b) of the Code.

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

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

             (B)  In connection with any proposed Transfer of any Ownership
                  Interest in a Residual Interest Certificate, the Certificate
                  Registrar shall require delivery to it, and shall not register
                  the Transfer of any Residual Interest Certificate until its
                  receipt, of an affidavit and agreement substantially in the
                  form attached hereto as Exhibit H-1 (a "Transfer Affidavit and
                  Agreement"), from the proposed Transferee, representing and
                  warranting, among other things, that such Transferee is a
                  Permitted Transferee, that it is not acquiring its Ownership
                  Interest in the Residual Interest Certificate that is the
                  subject of the proposed Transfer as a nominee, trustee or
                  agent for any Person that is not a Permitted Transferee, that
                  for so long as it retains its Ownership Interest in a Residual
                  Interest Certificate it will endeavor to remain a Permitted
                  Transferee, and that it has reviewed the provisions of this
                  Section 5.02(d) and agrees to be bound by them.

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

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

                                     -251-
<PAGE>

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

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

         (B) If any purported Transferee shall become a Holder of a Residual
             Interest Certificate in violation of the restrictions in this
             Section 5.02(d), then, to the extent that retroactive restoration
             of the rights of the preceding Holder of such Residual Interest
             Certificate as described in clause (ii)(A) above shall be invalid,
             illegal or unenforceable, the Trustee shall have the right but not
             the obligation, to cause the Transfer of such Residual Interest
             Certificate to a Permitted Transferee selected by the Trustee on
             such terms as the Trustee may choose, and the Trustee shall not be
             liable to any Person having an Ownership Interest in such Residual
             Interest Certificate as a result of the Trustee's exercise of such
             discretion. Such purported Transferee shall promptly endorse and
             deliver such Residual Interest Certificate in accordance with the
             instructions of the Trustee. Such Permitted Transferee may be the
             Trustee itself or any Affiliate of the Trustee.

             (iii) The Tax Administrator shall make available to the IRS and to
   those Persons specified by the REMIC Provisions all information furnished to
   it by the other parties hereto necessary to compute any tax imposed (A) as a
   result of the Transfer of an Ownership Interest in a Residual Interest
   Certificate to any Person who is a Disqualified Organization, including the
   information described in Treasury regulations sections 1.860D-1(b)(5) and
   1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual
   Interest Certificate and (B) as a result of any regulated investment company,
   real estate investment trust, common trust fund, partnership, trust, estate
   or organization described in Section 1381 of the Code that holds an Ownership
   Interest in a Residual Interest Certificate having as among its record
   holders at any time any Person which is a Disqualified Organization, and each
   of the other parties hereto shall furnish to the Tax Administrator all
   information in its possession necessary for the Tax 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).

                                     -252-
<PAGE>

             (iv) The provisions of this Section 5.02(d) set forth prior to this
   clause (iv) may be modified, added to or eliminated, provided that there
   shall have been delivered to the Trustee and the Tax Administrator the
   following:

             (A)  written confirmation from each Rating Agency to the effect
                  that the modification of, addition to or elimination of such
                  provisions will not cause an Adverse Rating Event; and

             (B)  an Opinion of Counsel, in form and substance satisfactory to
                  the Trustee and the Tax Administrator, obtained at the expense
                  of the party seeking such modification of, addition to or
                  elimination of such provisions (but in no event at the expense
                  of the Trustee, the Tax Administrator or the Trust), to the
                  effect that doing so will not (1) cause any REMIC Pool to
                  cease to qualify as a REMIC or be subject to an entity-level
                  tax caused by the Transfer of any Residual Interest
                  Certificate to a Person which is not a Permitted Transferee or
                  (2) cause a Person other than the prospective Transferee to be
                  subject to a REMIC-related tax caused by the Transfer of a
                  Residual Interest Certificate to a Person that is not a
                  Permitted Transferee.

         (e) If a Person is acquiring any Non-Registered Certificate or interest
therein as a fiduciary or agent for one or more accounts, such Person shall be
required to deliver to the Certificate Registrar (or, in the case of an interest
in a Book-Entry Non-Registered Certificate, to the Certificate Owner that is
transferring such interest) a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee (or such Certificate
Owner) to confirm that, it has (i) sole investment discretion with respect to
each such account and (ii) full power to make the applicable foregoing
acknowledgments, representations, warranties, certifications and agreements with
respect to each such account as set forth in subsections (b), (c) and/or (d), as
appropriate, of this Section 5.02.

         (f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Certificate Registrar
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class evidencing a like aggregate Percentage Interest
in such Class.

(g) At the option of any Holder, its Certificates may be exchanged for other
Certificates of authorized denominations of the same Class evidencing a like
aggregate Percentage Interest in such Class upon surrender of the Certificates
to be exchanged at the offices of the Certificate Registrar maintained for such
purpose. Whenever any Certificates are so surrendered for exchange, the
Certificate Registrar shall execute and the Authenticating Agent shall
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive.

         (h) Every Certificate presented or surrendered for transfer or exchange
shall (if so required by the Certificate Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.

                                     -253-
<PAGE>

         (i) No service charge shall be imposed for any transfer or exchange of
Certificates, but the Trustee or Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

         (j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

         SECTION 5.03. Book-Entry Certificates.

         (a) Each Class of Regular Interest Certificates shall initially be
issued as one or more Certificates registered in the name of the Depository or
its nominee and, except as provided in Section 5.03(c) and in the fifth
paragraph of Section 5.02(b), a Transfer of such Certificates may not be
registered by the Certificate Registrar unless such Transfer is to a successor
Depository that agrees to hold such Certificates for the respective Certificate
Owners with Ownership Interests therein. Such Certificate Owners shall hold and
Transfer their respective Ownership Interests in and to such Certificates
through the book-entry facilities of the Depository and, except as provided in
Section 5.03(c) and in the fifth paragraph of Section 5.02(b), shall not be
entitled to definitive, fully registered Certificates ("Definitive
Certificates") in respect of such Ownership Interests. The Class X-CL, Class
X-CP, Class A-1b, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class P, Class Q, Class S, Class T, Class BA, Class X-SU,
Class SU-1, Class SU-2, Class SU-3, Class SU-4, Class SU-5, Class SU-6 and Class
SU-7 Certificates initially sold to Qualified Institutional Buyers in reliance
on Rule 144A or in reliance on another exemption from the registration
requirements of the Securities Act shall, in the case of each such Class, be
represented by the Rule 144A Global Certificate for such Class, which shall be
deposited with the Trustee as custodian for the Depository and registered in the
name of Cede & Co. as nominee of the Depository. The Class X-CL, Class X-CP,
Class A-1b, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class P, Class Q, Class S, Class T, Class BA, Class X-SU, Class
SU-1, Class SU-2, Class SU-3, Class SU-4, Class SU-5, Class SU-6 and Class SU-7
Certificates initially sold in offshore transactions in reliance on Regulation S
shall, in the case of each such Class, be represented by the Regulation S Global
Certificate for such Class, which shall be deposited with the Trustee as
custodian for the Depository and registered in the name of Cede & Co. as nominee
of the Depository. All Transfers by Certificate Owners of their respective
Ownership Interests in the Book-Entry Certificates shall be made in accordance
with the procedures established by the Depository Participant or brokerage firm
representing each such Certificate Owner. Each Depository Participant shall only
transfer the Ownership Interests in the Book-Entry Certificates of Certificate
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures.

         (b) The Trustee, the Master Servicer, the Special Servicer, the
Depositor and the Certificate Registrar may for all purposes, including the
making of payments due on the Book-Entry Certificates, deal with the Depository
as the authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those 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

                                     -254-
<PAGE>

may establish a reasonable record date in connection with solicitations of
consents from or voting by Certificateholders and shall give notice to the
Depository of such record date.

         (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository with respect to a Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same.

         Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, the Definitive Certificates in respect of such Class to the Certificate
Owners identified in such instructions. None of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar shall
be liable for any delay in delivery of such instructions, and each of them may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates for purposes of evidencing
ownership of any Class of Registered Certificates, the registered holders of
such Definitive Certificates shall be recognized as Certificateholders hereunder
and, accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.

         (d) Notwithstanding any other provisions contained herein, neither the
Trustee nor the Certificate Registrar shall have any responsibility whatsoever
to monitor or restrict the Transfer of ownership interests in any Certificate
(including but not limited to any Non-Registered Certificate or any Subordinate
Certificate) which interests are transferable through the book-entry facilities
of the Depository.

         SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates.

         If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be reasonably required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute and the Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of the same Class and like Percentage
Interest. Upon the issuance of any new Certificate under this section, the
Trustee and the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected 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.

                                     -255-
<PAGE>

         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.



                                     -256-
<PAGE>

                                   ARTICLE VI

            THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER
                    AND THE CONTROLLING CLASS REPRESENTATIVE


         SECTION 6.01. Liability of Depositor, Master Servicer and Special
                       Servicer.

         The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

         SECTION 6.02. Continued Qualification and Compliance of Master
                       Servicer; Merger, Consolidation or Conversion of
                       Depositor, Master Servicer or Special Servicer.

         Subject to the following paragraph, the Depositor, the Master Servicer
and the Special Servicer shall each keep in full effect its existence, rights
and franchises as a legal entity under the laws of the jurisdiction of its
organization, and each will obtain and preserve its qualification to do business
as a foreign entity in, and will otherwise remain in compliance with the laws
of, each jurisdiction in which such qualification and compliance is or shall be
necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans and to perform its respective duties
under this Agreement.

         Each of the Depositor, the Master Servicer and the Special Servicer may
be merged or consolidated with or into any Person, or transfer all or
substantially all of its assets (which, in the case of the Master Servicer or
the Special Servicer, may be limited to all or substantially all of its assets
related to commercial mortgage loan servicing) to any Person, in which case any
Person resulting from any merger or consolidation to which the Depositor, the
Master Servicer or the Special Servicer shall be a party, or any Person
succeeding to the business (which, in the case of the Master Servicer or the
Special Servicer, may be limited to the commercial mortgage loan servicing
business) of the Depositor, the Master Servicer or the Special Servicer, shall
be the successor of the Depositor, the Master Servicer or the Special Servicer,
as the case may be, hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that no successor or surviving
Person shall succeed to the rights of the Master Servicer or the Special
Servicer unless (i) as confirmed in writing by each of the Rating Agencies, such
succession will not result in an Adverse Rating Event, and (ii) such successor
or surviving Person makes the applicable representations and warranties set
forth in Section 3.23 (in the case of a successor or surviving Person to the
Master Servicer) or Section 3.24 (in the case of a successor or surviving Person
to the Special Servicer), as applicable.

         SECTION 6.03. Limitation on Liability of Depositor, Master Servicer and
                       Special Servicer.

         None of the Depositor, the Master Servicer or the Special Servicer
shall be under any liability to the Trust Fund, the Trustee, the
Certificateholders or the Santa Anita Non-Trust Mortgage Loan Noteholder for any
action taken, or not taken, in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the
Depositor, the Master

                                     -257-
<PAGE>

Servicer or the Special Servicer against any liability to the Trust Fund, the
Trustee, the Certificateholders or the Santa Anita Non-Trust Mortgage Loan
Noteholder for the breach of a representation or warranty made herein by such
party, or against any expense or liability specifically required to be borne by
such party without right of reimbursement pursuant to the terms hereof, or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of its obligations or
duties hereunder or negligent disregard of such obligations or duties. The
Depositor, the Master Servicer, the Special Servicer and any director, manager,
member, officer, employee or agent of the Depositor, the Master Servicer or the
Special Servicer may rely in good faith on any document of any kind which, prima
facie, is properly executed and submitted by any Person respecting any matters
arising hereunder. The Depositor, the Master Servicer, the Special Servicer and
any director, manager, member, officer, employee or agent of the Depositor, the
Master Servicer or the Special Servicer shall be indemnified and held harmless
by the Trust Fund out of the Pool Custodial Account against any loss, liability
or reasonable expense (including reasonable legal fees and expenses) incurred in
connection with any legal action or claim relating to this Agreement or the
Certificates (including in connection with the dissemination of information and
reports as contemplated by this Agreement), other than any such loss, liability
or expense: (i) specifically required to be borne by the party seeking
indemnification, without right of reimbursement pursuant to the terms hereof;
(ii) which constitutes a Servicing Advance that is otherwise reimbursable
hereunder; (iii) incurred in connection with any legal action or claim against
the party seeking indemnification, resulting from any breach on the part of that
party of a representation or warranty made herein; or (iv) incurred in
connection with any legal action or claim against the party seeking
indemnification, resulting from any willful misfeasance, bad faith or negligence
on the part of that party in the performance of its obligations or duties
hereunder or negligent disregard of such obligations or duties; provided that if
the Santa Anita Loan Pair is involved, such indemnity shall be payable out of
the Santa Anita Custodial Account pursuant to Section 3.05A and, to the extent
not solely attributable to the Santa Anita Non-Trust Mortgage Loan, shall also
be payable out of the Pool Custodial Account if amounts on deposit in the Santa
Anita Custodial Account are insufficient therefor. None of the Depositor, the
Master Servicer or the Special Servicer shall be under any obligation to appear
in, prosecute or defend any legal action, unless such action is related to its
respective duties under this Agreement and either (i) it is specifically
required hereunder to bear the costs of such action or (ii) such action will
not, in its reasonable and good faith judgment, involve it in any ultimate
expense or liability for which it would not be reimbursed hereunder.
Notwithstanding the foregoing, the Depositor, the Master Servicer or the Special
Servicer may in its discretion undertake any such action which it may deem
necessary or desirable with respect to the enforcement and/or protection of the
rights and duties of the parties hereto and the interests of the
Certificateholders (or, if the Santa Anita Loan Pair is affected, the rights of
the Certificateholders and the Santa Anita Non-Trust Mortgage Loan Noteholder
(as a collective whole)). In such event, the legal expenses and costs of such
action, and any liability resulting therefrom, shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor, the Master Servicer and the
Special Servicer shall be entitled to be reimbursed therefor from the Pool
Custodial Account as provided in Section 3.05; provided, however, that if and to
the extent the Santa Anita Loan Pair and/or the Santa Anita Non-Trust Mortgage
Loan Noteholder is involved, such expenses, costs and liabilities shall be
payable out of the Santa Anita Custodial Account pursuant to Section 3.05A and,
to the extent attributable to the Santa Anita Trust Mortgage Loan or any other
Trust Mortgage Loan, shall also be payable out of the Pool Custodial Account if
amounts on deposit in the Santa Anita Custodial Account are insufficient
therefor. In no event shall the Master Servicer or the Special Servicer be
liable or responsible for any action taken or omitted to be taken by the other
of them (unless they are the same Person or Affiliates) or for any

                                     -258-
<PAGE>

action taken or omitted to be taken by the Depositor, the Trustee, any
Certificateholder or the Santa Anita Non-Trust Mortgage Loan Noteholder (unless
they are the same Person or Affiliates).

         SECTION 6.04. Resignation of Master Servicer and the Special Servicer.

         (a) The Master Servicer and, subject to Section 6.09, the Special
Servicer may each resign from the obligations and duties hereby imposed on it,
upon a determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it (the other activities of the Master Servicer
or the Special Servicer, as the case may be, so causing such a conflict being of
a type and nature carried on by the Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement). Any such determination
requiring the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel to such effect which
shall be delivered to the Trustee. Unless applicable law requires the Master
Servicer's or Special Servicer's resignation to be effective immediately, and
the Opinion of Counsel delivered pursuant to the prior sentence so states, no
such resignation shall become effective until the Trustee or other successor
shall have assumed the responsibilities and obligations of the resigning party
in accordance with Section 6.09 or Section 7.02 hereof. The Master Servicer and,
subject to the rights of the Controlling Class under Section 6.09 to appoint a
successor special servicer, the Special Servicer shall each have the right to
resign at any other time, provided that (i) a willing successor thereto
reasonably acceptable to the Depositor has been found (provided that if the
Depositor has not responded to a request for consent to a successor within 15
days, such successor shall be deemed approved thereby), (ii) each of the Rating
Agencies confirms in writing that the successor's appointment will not result in
an Adverse Rating Event, (iii) the resigning party pays all costs and expenses
in connection with such resignation and the resulting transfer of servicing, and
(iv) the successor accepts appointment prior to the effectiveness of such
resignation and agrees in writing to be bound by the terms and conditions of
this Agreement. Neither the Master Servicer nor the Special Servicer shall be
permitted to resign except as contemplated above in this Section 6.04(a).

         (b) Consistent with Section 6.04(a), neither the Master Servicer nor
the Special Servicer shall, except as expressly provided herein, assign or
transfer any of its rights, benefits or privileges hereunder to any other Person
or, except as provided in Sections 3.22, 4.06, 7.01(c) and 7.01(d), delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by it hereunder. If,
pursuant to any provision hereof, the duties of the Master Servicer or the
Special Servicer are transferred to a successor thereto, the Master Servicing
Fee, the Special Servicing Fee, any Workout Fee (except as expressly
contemplated by Section 3.11(c)) and/or any Liquidation Fee, as applicable, that
accrues or otherwise becomes payable pursuant hereto from and after the date of
such transfer shall be payable to such successor.

         SECTION 6.05. Rights of Depositor, Trustee and the Santa Anita
                       Non-Trust Mortgage Loan Noteholder in Respect of the
                       Master Servicer and the Special Servicer.

         The Master Servicer and the Special Servicer shall each afford the
Depositor, each Underwriter, the Trustee and the Santa Anita Non-Trust Mortgage
Loan Noteholder, upon reasonable notice, during normal business hours access to
all records maintained thereby in respect of its rights and obligations
hereunder. Upon reasonable request, the Master Servicer and the Special Servicer
shall each furnish the Depositor, each Underwriter, the Trustee and the Santa
Anita Non-Trust Mortgage Loan

                                     -259-
<PAGE>

Noteholder with its most recent publicly available financial statements and such
other non-proprietary information as the Master Servicer or the Special
Servicer, as the case may be, shall determine in its sole and absolute
discretion as it possesses, which is relevant to the performance of its duties
hereunder and which it is not prohibited by applicable law or contract from
disclosing. The Depositor may, but is not obligated to, enforce the obligations
of the Master Servicer and the Special Servicer hereunder and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted obligation
of the Master Servicer or Special Servicer hereunder or exercise the rights of
the Master Servicer and the Special Servicer hereunder; provided, however, that
neither the Master Servicer nor the Special Servicer shall be relieved of any of
its obligations hereunder by virtue of such performance by the Depositor or its
designee and, provided, further, that the Depositor may not exercise any right
pursuant to Section 7.01 to terminate the Master Servicer or the Special
Servicer as a party to this Agreement. The Depositor shall not have any
responsibility or liability for any action or failure to act by the Master
Servicer or the Special Servicer and is not obligated to supervise the
performance of the Master Servicer or the Special Servicer under this Agreement
or otherwise.

         SECTION 6.06. Depositor, Master Servicer and Special Servicer to
                       Cooperate with Trustee.

         The Depositor, the Master Servicer and the Special Servicer shall each
furnish such reports, certifications and information as are reasonably requested
by the Trustee in order to enable it to perform its duties hereunder.

         SECTION 6.07. Depositor, Special Servicer and Trustee to Cooperate with
                       Master Servicer.

         The Depositor, the Special Servicer and the Trustee shall each furnish
such reports, certifications and information as are reasonably requested by the
Master Servicer in order to enable it to perform its duties hereunder.

         SECTION 6.08. Depositor, Master Servicer and Trustee to Cooperate with
                       Special Servicer.

         The Depositor, the Master Servicer and the Trustee shall each furnish
such reports, certifications and information as are reasonably requested by the
Special Servicer in order to enable it to perform its duties hereunder.

         SECTION 6.09. Designation of Special Servicer and Controlling Class
                       Representative by the Controlling Class.

         (a) The Holder or Holders of the Certificates evidencing a majority of
the Voting Rights allocated to the Controlling Class may at any time and from
time to time designate a Person to serve as Special Servicer hereunder and to
replace any existing Special Servicer or any Special Servicer that has resigned
or otherwise ceased to serve (including in connection with termination pursuant
to Section 7.01) as Special Servicer. Such Holder or Holders shall so designate
a Person to serve as replacement Special Servicer by the delivery to the
Trustee, the Master Servicer, the Santa Anita Non-Trust Mortgage Loan Noteholder
and the existing Special Servicer of a written notice stating such designation.
The Trustee shall, promptly after receiving any such notice, deliver to the
Rating Agencies an executed Notice and Acknowledgment in the form attached
hereto as Exhibit I-1. If such Holders

                                     -260-
<PAGE>

have not replaced the Special Servicer within 30 days of such Special Servicer's
resignation or the date such Special Servicer has ceased to serve in such
capacity, the Trustee shall designate a successor Special Servicer, subject to
removal by the Controlling Class and appointment of a successor thereto pursuant
to the terms of this Section 6.09. Any designated Person (whether designated by
Holders of the Controlling Class or by the Trustee) shall become the Special
Servicer on the date as of which the Trustee shall have received all of the
following: (1) written confirmation from all of the Rating Agencies that the
appointment of such Person will not result in an Adverse Rating Event; (2) an
Acknowledgment of Proposed Special Servicer in the form attached hereto as
Exhibit I-2, executed by the designated Person, and (3) an Opinion of Counsel
(at the expense of the Person designated to become the Special Servicer) to the
effect that, upon the execution and delivery of the Acknowledgment of Proposed
Special Servicer, the designated Person shall be bound by the terms of this
Agreement and, subject to customary limitations, that this Agreement shall be
enforceable against the designated Person in accordance with its terms. Any
existing Special Servicer shall be deemed to have resigned simultaneously with
such designated Person's becoming the Special Servicer hereunder; provided,
however, that (i) the outgoing Special Servicer shall continue to be entitled to
receive all amounts accrued or owing to it under this Agreement on or prior to
the effective date of such resignation, whether in respect of Servicing Advances
or otherwise, (ii) if the resigning Special Servicer was terminated without
cause, it shall be entitled to a portion of certain Workout Fees thereafter
payable with respect to the Corrected Mortgage Loans (but only if and to the
extent permitted by Section 3.11(c)) and (iii) the outgoing Special Servicer
shall continue to be entitled to the benefits of Section 6.03 notwithstanding
any such resignation. Such resigning Special Servicer shall cooperate with the
Trustee and the replacement Special Servicer in effecting the termination of the
resigning Special Servicer's responsibilities and rights hereunder, including
the transfer within two Business Days to the replacement Special Servicer for
administration by it of all cash amounts that shall at the time be or should
have been credited by the Special Servicer to a Custodial Account, a Servicing
Account, a Reserve Account or an REO Account or should have been delivered to
the Master Servicer or that are thereafter received with respect to Specially
Serviced Mortgage Loans and Administered REO Properties. The Trustee shall
notify the other parties hereto, the Certificateholders and the Santa Anita
Non-Trust Mortgage Loan Noteholder of any termination of the Special Servicer
and appointment of a new Special Servicer in accordance with this Section 6.09.

         Any out-of-pocket costs and expenses incurred in connection with the
removal (without cause) of a Special Servicer pursuant to this Section 6.09 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. The rights of the Controlling Class Certificateholders are
subject to the consultation rights of the Santa Anita Non-Trust Mortgage Loan
Noteholder set forth in Section 3.02 of the Santa Anita Co-Lender Agreement
regarding successor special servicers with respect to the Santa Anita Loan Pair.

         (b) The Holder or Holders of the Certificates evidencing a majority of
the Voting Rights allocated to the Controlling Class may also select a
representative (the "Controlling Class Representative") from whom the Special
Servicer will seek advice and approval and take direction under certain
circumstances, as described herein, and shall promptly notify the Trustee, the
Master Servicer and the Special Servicer of that selection. Notwithstanding the
foregoing, until a Controlling Class Representative is so selected in accordance
with the preceding sentence, or after receipt of a notice from the Holder or
Holders evidencing a majority of the Voting Rights allocated to the Controlling
Class that a Controlling Class Representative is no longer designated, the
Certificateholder, if any, that beneficially

                                     -261-

<PAGE>

owns more than 50% of the aggregate principal balance of the Controlling Class
Certificates will be deemed to be the Controlling Class Representative; provided
that, if the Controlling Class consists of Book-Entry Certificates, then any
costs or expenses incurred in connection with determining the identity of the
Controlling Class Representative shall be paid by the Trust or, if paid by the
Trustee, reimbursed to the Trustee out of the Trust Fund (in any event, out of
amounts otherwise payable with respect to the related Class of Certificates).
The Controlling Class Representative shall be required to keep all non-public
information received by it in such capacity pursuant to this Agreement
confidential and, upon its designation as such, the Controlling Class
Representative (except with respect to the initial Controlling Class
Representative as provided in the following sentence) shall deliver to the
Trustee, the Master Servicer and the Special Servicer a written confirmation to
such effect, in the form of Exhibit O attached hereto. Upon its acquisition of
all the Class T Certificates, Clarion Capital, LLC shall be the initial
Controlling Class Representative, and by its acceptance of such designation,
shall be deemed to have agreed to keep all non-public information received by it
in such capacity from time to time pursuant to this Agreement confidential,
subject to applicable law.

         The Holders of Class BA Certificates representing more than 50% of such
Class, as certified by the Certificate Registrar from time to time, shall also
be entitled to select a particular Holder of Class BA Certificates or a
representative (the "Class BA Directing Certificateholder") from whom the
Special Servicer will, as to the Bank of America Trust Mortgage Loan or any
related REO Property, seek advice and approval under certain circumstances, as
provided herein, and shall promptly notify the Trustee, the Master Servicer and
the Special Servicer of that selection; provided, however, that until a Class BA
Directing Certificateholder is so selected or after receipt of a notice from the
Holders of Class BA Certificates representing more than 50% of the Class
Principal Balance of such Class that a Class BA Directing Certificateholder is
no longer designated, the Class BA Certificateholder that beneficially owns the
largest aggregate Certificate Principal Balance of the Class BA Certificates
will be the Class BA Directing Certificateholder. Further, the Holders of Class
SU Principal Balance Certificates representing more than 50% of the aggregate of
the Class Principal Balances of the Class SU Principal Balance Certificates, as
certified by the Certificate Registrar from time to time, shall also be entitled
to select a particular Holder of Class SU Principal Balance Certificates or a
representative (the "Class SU Directing Certificateholder") from whom the
Special Servicer will, as to the Sheraton Universal Trust Mortgage Loan or any
related REO Property, seek advice and approval and take direction under certain
circumstances, as provided herein, and shall promptly notify the Trustee, the
Master Servicer and the Special Servicer of that selection; provided, however,
that until a Class SU Directing Certificateholder is so selected or after
receipt of a notice from the Holders of Class SU Principal Balance Certificates
representing more than 50% of the aggregate of the Class Principal Balances of
the Class SU Principal Balance Certificates that a Class SU Directing
Certificateholder is no longer designated, the Class SU Principal Balance
Certificateholder that beneficially owns the largest aggregate Certificate
Principal Balance of the Class SU Principal Balance Certificates will be the
Class SU Directing Certificateholder. Each Directing Certificateholder shall be
required to keep all non-public information received by it in such capacity
pursuant to this Agreement confidential.

         (c) Notwithstanding the foregoing, if the Controlling Class of
Certificates, the Class BA Certificates or the Class SU Principal Balance
Certificates, as applicable, consists or consist, as applicable, of Book-Entry
Certificates, then the rights of the Holders of the Controlling Class of
Certificates, the Class BA Certificates or the Holders of the Class SU Principal
Balance Certificates, as applicable, set forth above in this Section 6.09 may be
exercised directly by the relevant Certificate Owners and a Directing
Certificateholder may be a Certificate Owner, provided that the identity of such

                                     -262-
<PAGE>

Certificate Owner(s) has been confirmed to the Trustee to its reasonable
satisfaction. If the Controlling Class consists of Book-Entry Certificates, then
any costs or expenses incurred in connection with determining the identity of
the Controlling Class Representative shall be paid by the Trust or, if paid by
the Trustee, reimbursed to the Trustee out of the Trust Fund (in any event, out
of amounts otherwise payable with respect to the related Class of Certificates).
If the Class BA Certificates and/or the Class SU Principal Balance Certificates
consist of Book-Entry Certificates, then any costs or expenses incurred in
connection with determining the identity of the related Directing
Certificateholder shall be paid by the Trust or, if paid by the Trustee,
reimbursed to the Trustee out of the Trust Fund (in any event, out of amounts
otherwise payable with respect to the related Class of Certificates).

         SECTION 6.10. Master Servicer or Special Servicer as Owner of a
                       Certificate.

         The Master Servicer, the Special Servicer or any Affiliate of either of
them may become the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate with (except as otherwise set
forth in the definition of "Certificateholder") the same rights it would have if
it were not the Master Servicer or the Special Servicer or an Affiliate thereof.
If, at any time during which the Master Servicer or the Special Servicer or an
Affiliate of the Master Servicer or the Special Servicer is the Holder of (or,
in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate, the Master Servicer or the Special Servicer proposes to take action
(including for this purpose, omitting to take action) that is not expressly
prohibited by the terms hereof and would not, in the Master Servicer's or the
Special Servicer's reasonable, good faith judgment, violate the Servicing
Standard, but that, if taken, might nonetheless, in the Master Servicer's or the
Special Servicer's good faith judgment, be considered by other Persons to
violate the Servicing Standard, then the Master Servicer or the Special Servicer
may (but need not) seek the approval of the Certificateholders to such action by
delivering to the Trustee a written notice that (a) states that it is delivered
pursuant to this Section 6.10, (b) identifies the Percentage Interest in each
Class of Certificates beneficially owned by the Master Servicer or an Affiliate
thereof or the Special Servicer or an Affiliate thereof, as appropriate, and (c)
describes in reasonable detail the action that the Master Servicer or the
Special Servicer proposes to take. The Trustee, upon receipt of such notice,
shall forward it to the Certificateholders (other than the Master Servicer and
its Affiliates or the Special Servicer and its Affiliates, as appropriate),
together with such instructions for response as the Trustee shall reasonably
determine. If at any time Certificateholders holding greater than 50% of the
Voting Rights of all Certificateholders (calculated without regard to the
Certificates beneficially owned by the Master Servicer or its Affiliates or the
Special Servicer or its Affiliates, as appropriate) shall have failed to object
in writing (with a copy to the Santa Anita Non-Trust Mortgage Loan Noteholder,
if the Santa Anita Loan Pair is involved) to the proposal described in the
written notice, and if the Master Servicer or the Special Servicer shall act as
proposed in the written notice within 30 days, such action shall be deemed to
comply with, but not modify, the Servicing Standard. The Trustee shall be
entitled to reimbursement from the Master Servicer or the Special Servicer, as
applicable, for the reasonable expenses of the Trustee incurred pursuant to this
paragraph. It is not the intent of the foregoing provision that the Master
Servicer or the Special Servicer be permitted to invoke the procedure set forth
herein with respect to routine servicing matters arising hereunder, but rather
only in the case of unusual circumstances.

                                     -263-
<PAGE>

         SECTION 6.11. Certain Powers of the Controlling Class Representative.

         (a) Subject to Section 6.11(b), the Controlling Class Representative
will be entitled to consent to the Master Servicer's taking (in the event the
Master Servicer is authorized under this Agreement to take such action), and
advise the Special Servicer with respect to (in the event the Special Servicer
is authorized under this Agreement to take such action), any Specially
Designated Servicing Actions of such servicer with respect to the Serviced
Mortgage Loans and any Administered REO Properties; and, further subject to
Section 6.11(b), neither the Special Servicer nor the Master Servicer, as
applicable, will be permitted to take any Specially Designated Servicing Action
with respect to any Serviced Mortgage Loan or Administered REO Property unless
and until it has notified the Controlling Class Representative in writing (with
a copy to the Santa Anita Non-Trust Mortgage Loan Noteholder, if the Santa Anita
Loan Pair is involved) and the Controlling Class Representative has not objected
in writing within 10 Business Days of having been notified thereof and having
been provided with all information that the Controlling Class Representative has
reasonably requested with respect thereto promptly following its receipt of the
subject notice (it being understood and agreed that if such written objection
has not been received by the Special Servicer or the Master Servicer, as
applicable, within such 10-Business Day period, then the Controlling Class
Representative will be deemed to have approved the taking of the subject
action); provided that, in the event that the Special Servicer or the Master
Servicer, as applicable, determines that failure to take such action would
violate the Servicing Standard, then the Special Servicer and the Master
Servicer, as applicable, may take any such action (other than an action
contemplated by clause (ix) of the definition of "Specially Designated Servicing
Action") without waiting for the Controlling Class Representative's response;
and provided, further, that the foregoing rights of the Controlling Class
Representative shall not relate to the Berkeley & Brown Trust Mortgage Loan or
any Berkeley & Brown REO Property.

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

         Each of the Master Servicer and the Special Servicer, as applicable,
shall notify the Controlling Class Representative (and, in the case of the Santa
Anita Loan Pair, the Santa Anita Non-Trust Mortgage Loan Noteholder and, in the
case of the Bank of America Trust Mortgage Loan, the Class BA Directing
Certificateholder and, in the case of the Sheraton Universal Mortgage Loan, the
Class SA Directing Certificateholder) of any release or substitution of
collateral for a Mortgage Loan even if such release or substitution is required
by the terms of such Mortgage Loan.

         (b) Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by the Controlling Class Representative, as
contemplated by Section 6.11(a), may (and the Special Servicer or the Master
Servicer, as applicable, shall ignore and act without regard to any such advice,
direction or objection that such servicer has determined, in its reasonable,
good faith judgment,

                                     -264-
<PAGE>

would) require or cause such servicer to violate any provision of this Agreement
(exclusive of Section 6.11(a)) (including such servicer's obligation to act in
accordance with the Servicing Standard), the related loan documents (including
applicable co-lender and/or intercreditor agreements) or the REMIC Provisions.
Furthermore, the Special Servicer shall not be obligated to seek approval from
the Controlling Class Representative for any actions to be taken by the Special
Servicer with respect to the workout or liquidation of any particular Specially
Serviced Mortgage Loan if:

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

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

         Also notwithstanding anything herein to the contrary: (A) unless a
Santa Anita Non-Trust Mortgage Loan Change of Control Event exists with respect
to the Santa Anita Non-Trust Mortgage Loan, then (i) the Controlling Class
Representative shall not be authorized to exercise any of its rights and powers
provided for in Section 6.11(a) with respect to the Santa Anita Loan Pair or any
related REO Property (except to the extent provided in Section 6.11A(a)), and
(ii) Section 6.11A(a) shall apply with respect to the Santa Anita Loan Pair or
any related REO Property, instead of Section 6.11(a); (B) unless a Class BA
Change of Control Event exists, then the exercise by the Controlling Class
Representative of any of its rights and powers provided for in Section 6.11(a)
with respect to the Bank of America Trust Mortgage Loan or any related REO
Property shall be subject to the exercise by the Class BA Directing
Certificateholder of its consultation rights with respect to the Bank of America
Trust Mortgage Loan or any related REO Property pursuant to Section 6.11B(a));
and (C) unless a Class SU Change of Control Event exists, then (i) the
Controlling Class Representative shall not be authorized to exercise any of its
rights and powers provided for in Section 6.11(a) with respect to the Sheraton
Universal Trust Mortgage Loan or any related REO Property (except to the extent
provided in Section 6.11C(a)), and (ii) Section 6.11C(a) shall apply with
respect to the Sheraton Universal Trust Mortgage Loan or any related REO
Property, instead of Section 6.11(a).

         Also notwithstanding anything herein to the contrary, following the
occurrence of and during the existence of a Santa Anita Non-Trust Mortgage Loan
Change of Control Event, the rights of the Controlling Class Representative
hereunder with respect to the Santa Anita Non-Trust Mortgage Loan shall be
limited to those that may be exercised by the holder of the Santa Anita Trust
Mortgage Loan under the terms of Section 3.02 of the Santa Anita Co-Lender
Agreement; and the Master Servicer and the Special Servicer are hereby
authorized and directed to follow the terms of such Section 3.02 as regards the
Santa Anita Loan Pair during the existence of a Santa Anita Non-Trust Mortgage
Loan Change of Control Event, to the extent of any conflict between those terms
and this Section 6.11.

         (c) The Controlling Class Representative will have no liability to the
Certificateholders or the Santa Anita Non-Trust Mortgage Loan Noteholder for any
action taken, or for refraining from the taking of any action, in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
the Controlling Class Representative will not be protected against any liability
to any Controlling Class Certificateholder which would otherwise be imposed by
reason of

                                     -265-
<PAGE>

willful misfeasance, bad faith or negligence in the performance of duties or by
reason of negligent disregard of obligations or duties. Each Certificateholder
acknowledges and agrees, by its acceptance of its Certificates, that: (i) the
Controlling Class Representative may, and is permitted hereunder to, have
special relationships and interests that conflict with those of Holders of one
or more Classes of Certificates; (ii) the Controlling Class Representative may,
and is permitted hereunder to, act solely in the interests of the Holders of the
Controlling Class; (iii) the Controlling Class Representative does not have any
duties or liability to the Holders of any Class of Certificates other than the
Controlling Class; (iv) the Controlling Class Representative may, and is
permitted hereunder to, take actions that favor interests of the Holders of the
Controlling Class over the interests of the Holders of one or more other Classes
of Certificates; (v) the Controlling Class Representative shall not be deemed to
have been negligent or reckless, or to have acted in bad faith or engaged in
willful misconduct, by reason of its having acted solely in the interests of the
Holders of the Controlling Class; and (vi) the Controlling Class Representative
shall have no liability whatsoever for having acted solely in the interests of
the Holders of the Controlling Class, and no Certificateholder may take any
action whatsoever against the Controlling Class Representative, any Holder of
the Controlling Class or any director, officer, employee, agent or principal
thereof for having so acted.

         (d) A Santa Anita Non-Trust Mortgage Loan Noteholder shall be entitled
to receive, upon request made to any party hereto, a copy of any notice or
report (other than a determination of the FV Price in accordance with Section
3.18) required to be delivered (upon request or otherwise) by such party to the
Controlling Class Representative or the Trustee with respect to the Santa Anita
Loan Pair. Any such party shall be permitted to require payment of a sum
sufficient to cover the reasonable costs and expenses of providing such copies.

         (e) If the Berkeley & Brown Loan Pair becomes specially serviced in
accordance with the terms of Berkeley & Brown Servicing Agreement and, pursuant
to the Berkeley & Brown Co-Lender Agreement and the Berkeley & Brown Servicing
Agreement, the Berkeley & Brown Special Servicer notifies the Trustee or the
Master Servicer that the Trustee, as holder of the Berkeley & Brown Trust
Mortgage Loan, or its designee, is entitled to certain consultation rights with
respect to the Berkeley & Brown Trust Mortgage Loan or any Berkeley & Brown REO
Trust Mortgage Loan, then the Trustee or the Master Servicer, as applicable,
shall promptly (but within one Business Day) so notify the Special Servicer and
the Controlling Class Representative. For so long as the Trustee or its designee
is entitled to such consultation rights under the terms of the Berkeley & Brown
Co-Lender Agreement, the Trustee hereby delegates such consultation rights to
the Special Servicer, who shall exercise them in consultation with the
Controlling Class Representative.

         Pursuant to the terms of the Berkeley & Brown Servicing Agreement, if
an event of default has occurred with respect to the Berkeley & Brown Master
Servicer or the Berkeley & Brown Special Servicer under the Berkeley & Brown
Servicing Agreement and remains unremedied, then the Trustee may, if materially
and adversely affected in its capacity as holder of the Berkeley & Brown Trust
Mortgage Loan or any Berkeley & Brown REO Trust Mortgage Loan, to the fullest
extent permitted by the Berkeley & Brown Co-Lender Agreement and the Berkeley &
Brown Servicing Agreement, either (i) waive the event of default, or (ii) direct
the Berkeley & Brown Trustee, as applicable in accordance with the Berkeley &
Brown Servicing Agreement, to require the appointment of a sub-servicer to
perform the duties of the defaulting Berkeley & Brown Servicer with respect to
the Berkeley & Brown Loan Group or, alternatively, to terminate the defaulting
Berkeley & Brown Servicer and appoint a successor thereto with respect to the
Berkeley & Brown Loan Group. In such event, the

                                     -266-
<PAGE>

Trustee may (and, at the direction of the Controlling Class Representative or
the Holders of Certificates entitled to at least 51% of the Voting Rights, is
required to) exercise the rights set forth in the preceding sentence as the
holder of the Berkeley & Brown Trust Mortgage Loan or any Berkeley & Brown REO
Trust Mortgage Loan.

         Subject to the preceding paragraph, if (i) the Trustee is requested to
take any action in its capacity as holder of the Berkeley & Brown Trust Mortgage
Loan, pursuant to the Berkeley & Brown Co-Lender Agreement and/or the Berkeley &
Brown Servicing Agreement, or (ii) a Responsible Officer of the Trustee receives
actual notice of a default or event of default on the part of any other party
under the Berkeley & Brown Servicing Agreement, the Trustee will notify (in
writing), and act in accordance with the instructions of, the Controlling Class
Representative; provided that, if such instructions are not provided within the
prescribed time period, the Trustee will take such action or inaction, as
directed in writing by the Holders of 51% of the Voting Rights, or if no such
written direction is received, as it deems to be in the best interests of the
Certificateholders (as a collective whole). Subject to the preceding paragraph
and the rights of the Berkeley & Brown Non-Trust Mortgage Loan Noteholders, the
Controlling Class Representative may direct the Trustee in writing to waive any
event of default under the Berkeley & Brown Servicing Agreement, to the extent
that such event of default relates to the Berkeley & Brown Trust Mortgage Loan.
During the continuance of any event of default or other default under the
Berkeley & Brown Servicing Agreement, the Trustee shall have the right to take
all actions to enforce its rights and remedies and to protect the interests, and
enforce the rights and remedies, of the Certificateholders (including the
institution and prosecution of all judicial, administrative and other
proceedings and the filings of proofs of claim and debt in connection
therewith). The Trustee shall promptly forward to the Master Servicer, the
Depositor and the Controlling Class Representative all material notices or other
communications delivered to it in connection with the Berkeley & Brown Servicing
Agreement.

         SECTION 6.11A. Certain Powers of the Santa Anita Non-Trust Mortgage
                        Loan Noteholder.

         (a) Subject to Section 6.11A(b), the Santa Anita Non-Trust Mortgage
Loan Noteholder will be entitled to consent to the Master Servicer's taking (in
the event the Master Servicer is authorized under this Agreement to take such
action), and advise the Special Servicer with respect to (in the event the
Special Servicer is authorized under this Agreement to take such action), any
and all Santa Anita Specially Designated Servicing Actions with respect to the
Santa Anita Loan Pair or any related REO Property; and, further subject to
Section 6.11A(b), neither the Special Servicer nor the Master Servicer, as
applicable, will be permitted to take any of the Santa Anita Specially
Designated Servicing Actions with respect to the Santa Anita Loan Pair or any
related REO Property unless and until it has notified the Santa Anita Non-Trust
Mortgage Loan Noteholder in writing (with a copy to the Controlling Class
Representative) and the Santa Anita Non-Trust Mortgage Loan Noteholder has not
objected in writing within 10 Business Days of having been notified thereof and
having been provided with all reasonably requested information with respect
thereto (it being understood and agreed that if such written objection has not
been received by the Special Servicer or the Master Servicer, as applicable,
within such 10-Business Day period, then the Santa Anita Non-Trust Mortgage Loan
Noteholder will be deemed to have approved of the subject action); provided
that, in the event that the Special Servicer or the Master Servicer, as
applicable, determines that immediate action is necessary to protect the
interests of the Certificateholders and the Santa Anita Non-Trust Mortgage Loan
Noteholder (as a collective whole), the Special Servicer or the Master Servicer,
as the case may be, may take any such action

                                     -267-
<PAGE>

without waiting for the Santa Anita Non-Trust Mortgage Loan Noteholder's
response; and provided, further, that, nothing herein shall be intended to limit
the right of the Controlling Class Representative to consult with the Special
Servicer or the Master Servicer, as applicable, regarding the Santa Anita Trust
Mortgage Loan, and during the 10-Business Day period referred to above, the
Special Servicer or the Master Servicer, as applicable, shall consult with the
Controlling Class Representative regarding its views as to the proposed action
(but may, in its sole discretion, reject any advice, objection or direction from
the Controlling Class Representative) and, upon reasonable request, the Special
Servicer or the Master Servicer, as applicable, shall provide the Controlling
Class Representative with any information in such servicer's possession with
respect to such matters, including its reasons for determining to take a
proposed action.

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

         Each of the Master Servicer (with respect to Performing Mortgage Loans)
and the Special Servicer (with respect to Specially Serviced Mortgage Loans), as
applicable, shall notify the Santa Anita Non-Trust Mortgage Loan Noteholder and
the Controlling Class Representative of any release or substitution of
collateral for a Mortgage Loan in the Santa Anita Loan Pair even if such release
or substitution is required by the terms of such Mortgage Loan.

         (b) Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by or other action of the Santa Anita Non-Trust
Mortgage Loan Noteholder, as contemplated by Section 6.11A(a) or any other
provision of this Agreement, may (and the Special Servicer and the Master
Servicer, as applicable, shall ignore and act without regard to any such advice,
direction or objection that the Special Servicer or the Master Servicer, as
applicable, has determined, in its reasonable, good faith judgment, would)
require, cause or permit such servicer to violate any provision of the Santa
Anita Co-Lender Agreement or this Agreement (exclusive of Section 6.11A(a))
(including such servicer's obligation to act in accordance with the Servicing
Standard), the related loan documents, applicable law or the REMIC Provisions.
Furthermore, the Special Servicer shall not be obligated to seek approval from
the Santa Anita Non-Trust Mortgage Loan Noteholder for any actions to be taken
by the Special Servicer if: (i) the Special Servicer has, as provided in Section
6.11A(a), notified the Santa Anita Non-Trust Mortgage Loan Noteholder in writing
of various actions that the Special Servicer proposes to take with respect to
the workout or liquidation of the Santa Anita Loan Pair; and (ii) for 60 days
following the first such notice, the Santa Anita Non-Trust Mortgage 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.

         Also notwithstanding anything herein to the contrary, if a Santa Anita
Non-Trust Mortgage Loan Change of Control Event exists with respect to the Santa
Anita Non-Trust Mortgage Loan, then: (i) the Santa Anita Non-Trust Mortgage Loan
Noteholder shall not be authorized to exercise any of its rights and powers
provided for in Section 6.11A(a) with respect to the Santa Anita Loan Pair

                                     -268-
<PAGE>

(except to the extent provided in Section 6.11(a)); and (ii) Section 6.11(a)
shall apply with respect to the Santa Anita Loan Pair, instead of Section
6.11A(a).

         (c) The Santa Anita Non-Trust Mortgage Loan Noteholder will not have
any liability to the Trust or the Certificateholders for any action taken, or
for refraining from the taking of any action, in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that the Santa Anita
Non-Trust Mortgage Loan Noteholder will not be protected against any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of negligent disregard of
obligations or duties.

         (d) The Santa Anita Non-Trust Mortgage Loan Noteholder may designate,
in writing, a representative to exercise its rights and powers under this
Section 6.11A or otherwise under this Agreement (copies of such writing to be
delivered to each of the parties hereto). Such designation shall remain in
effect until it is revoked by the Santa Anita Non-Trust Mortgage Loan Noteholder
by a writing delivered to each of the parties hereto.

         (e) The Santa Anita Non-Trust Mortgage Loan Noteholder shall be
entitled to receive, upon request, a copy of any notice or report required to be
delivered (upon request or otherwise) to the Trustee with respect to the Santa
Anita Loan Pair or any related REO Property by any other party hereto. Any such
other party shall be permitted to require payment of a sum sufficient to cover
the reasonable costs and expenses of providing such copies.

         (f) Notwithstanding anything herein to the contrary, any appointment of
a successor Special Servicer hereunder, insofar as it affects the Santa Anita
Loan Pair or any related REO Property, will be subject to the consultation
rights of the Santa Anita Non-Trust Mortgage Loan Noteholder under Section 3.02
of the Santa Anita Co-Lender Agreement. The parties hereto further recognize
such other rights of the Santa Anita Non-Trust Mortgage Loan Noteholder as are
set forth in Section 3.02 of the Santa Anita Co-Lender Agreement and are not
otherwise addressed herein.

         SECTION 6.11B. Certain Powers of the Class BA Directing
                        Certificateholder.

         (a) Notwithstanding anything herein to the contrary, unless a Class BA
Change of Control Event shall have occurred and be continuing, neither the
Master Servicer nor the Special Servicer shall take any Bank of America
Specially Designated Servicing Action with respect to the Bank of America Trust
Mortgage Loan or any related REO Property, unless the Master Servicer or the
Special Servicer has notified the Class BA Directing Certificateholder in
writing of its intention to take such action and has provided the Class BA
Directing Certificateholder with all reasonably requested information with
respect to such action. In the event the Class BA Directing Certificateholder
has expressly objected to the proposed Bank of America Specially Designated
Servicing Action in writing within 10 Business Days of its having received the
relevant notice and information contemplated by the prior sentence, then the
Master Servicer or the Special Servicer, as applicable, shall be required to
consult with the Class BA Certificateholder (together with the Controlling Class
Representative in accordance with Section 6.11) for a period of 30 days
following the date of such written objection from the Class BA Directing
Certificateholder and, during such 30-day consultation period, shall not be
permitted to take the proposed Bank of America Specially Designated Servicing
Action with respect to the Bank of America Trust Mortgage Loan or any related
REO Property; provided that, if the Class BA Directing Certificateholder has not
expressly objected to the proposed Bank of America Specially Designated
Servicing Action in writing within 10 Business Days of having received the
relevant notice

                                     -269-
<PAGE>

and information contemplated by the prior sentence, the Class BA Directing
Certificateholder shall be deemed to have consented to the proposed Bank of
America Specially Designated Servicing Action; and provided, further, that, if
the Master Servicer or the Special Servicer, as applicable, determines that
failure to take the proposed Bank of America Specially Designated Servicing
Action with respect to the Bank of America Trust Mortgage Loan or any related
REO Property would violate the Servicing Standard, any provision of this
Agreement, the related loan documents or the REMIC Provisions, then the Master
Servicer or the Special Servicer, as the case may be, may take such action
without waiting the above-contemplated 10 Business Day notice period or
additional 30-day consultation period and without waiting for any response from
the Class BA Directing Certificateholder. During the 30-day consultation period
contemplated by the preceding sentence relating to any proposed Bank of America
Specially Designated Servicing Action in respect of the Bank of America Trust
Mortgage Loan or any related REO Property, the Class BA Directing
Certificateholder (and the Controlling Class Representative) shall be entitled
during normal business hours and for a reasonable time period to consult with
the Master Servicer or the Special Servicer, as applicable, regarding the
proposed action (provided that the Master Servicer or the Special Servicer, as
the case may be, may in its sole discretion (but subject to Section 6.11) reject
any advice or direction from the Class BA Directing Certificateholder). Subject
to all of the same limitations as are imposed in Section 6.11(b) (applied under
this Section 6.11B(a) to both the Class BA Directing Certificateholder and the
Controlling Class Representative), the Master Servicer and/or the Special
Servicer, as applicable, shall be entitled to take any Bank of America Specially
Designated Servicing Action as to which both the Class BA Directing
Certificateholder and, in accordance with Section 6.11, the Controlling Class
Representative have consented during the 30-day consultation period referred to
in the second sentence of this Section 6.11B(a). Upon reasonable request, the
Master Servicer or the Special Servicer, as applicable, shall provide the
Controlling Class Representative and/or the Class BA Directing Certificateholder
with any information in such servicer's possession with respect to any proposed
Bank of America Specially Designated Servicing Action in respect of the Bank of
America Trust Mortgage Loan or any related REO Property, including such
servicer's reasons for determining to take the proposed action. Following the
end of the 30-day consultation period contemplated by the second sentence of
this Section 6.11B(a) with respect to any proposed Bank of America Specially
Designated Servicing Action, all rights of the Class BA Directing
Certificateholder to object to, or consult with the Master Servicer or the
Special Servicer, as applicable, regarding, such action shall terminate.
Notwithstanding anything to the contrary in this Section 6.11B, the ability of
the Master Servicer or the Special Servicer to take any Bank of America
Specially Designated Servicing Action with respect to the Bank of America Trust
Mortgage Loan or any related REO Property shall also be subject to the rights of
the Controlling Class Representative under Section 6.11. In the event that,
following the end of the 30-day consultation period contemplated by the second
sentence of this Section 6.11B(a), there is a conflict between the Class BA
Directing Certificateholder and the Controlling Class Representative regarding
the taking of any Bank of America Specially Designated Servicing Action, the
Master Servicer or the Special Servicer, as applicable, shall follow the advice
and direction of the Controlling Class Representative (in accordance with
Section 6.11(a), subject to Section 6.11(b)).

         (b) The Class BA Directing Certificateholder will have no liability to
the Certificateholders for any action taken, or for refraining from the taking
of any action, in good faith pursuant to this Agreement, or for errors in
judgment. Each Certificateholder acknowledges and agrees, by its acceptance of
its Certificates, that: (i) the Class BA Directing Certificateholder may, and is
permitted hereunder to, have special relationships and interests that conflict
with those of Holders of one or more Classes of Certificates; (ii) the Class BA
Directing Certificateholder may, and are permitted

                                     -270-
<PAGE>

hereunder to, act solely in the interests of the Holders of the Class BA
Certificates; (iii) the Class BA Directing Certificateholder does not have any
duties or liability to the Holders of any Class of Certificates other than the
Class BA Certificates; (iv) the Class BA Directing Certificateholder may, and is
permitted hereunder to, take actions that favor interests of the Holders of the
Class BA Certificates over the interests of the Holders of one or more other
Classes of Certificates; and (v) the Class BA Directing Certificateholder shall
have no liability whatsoever for having acted solely in the interests of the
Holders of the Class BA Certificates, and no Certificateholder may take any
action whatsoever against the Class BA Directing Certificateholder, any Holder
of a Class BA Certificate or any director, officer, employee, agent or principal
thereof for the Class BA Directing Certificateholder's having so acted.

         (c) At any time during the continuance of a Class BA Purchase Option
Event, any Class BA Directing Certificateholder may, at its option, purchase the
Bank of America Trust Mortgage Loan at the Class BA Purchase Price. Such option
does not extend to any REO Property and shall terminate upon the foreclosure of
or the acceptance of a deed in lieu of foreclosure with respect to the Bank of
America Mortgaged Property. The Class BA Directing Certificateholder shall
exercise such option by providing written notice to the Master Servicer and the
Special Servicer of its proposed purchase of the Bank of America Trust Mortgage
Loan at least 10 days prior to the proposed purchase date (which notice shall
not be rescinded by the Class BA Directing Certificateholder any later than two
Business Days prior to the proposed purchase date). Concurrently with the
payment to the Trust of the related Class BA Purchase Price, the Special
Servicer shall direct the Trustee to execute and deliver, or cause the execution
and delivery of, such instruments of transfer or assignment, in each case
without recourse, as shall be provided to it by the purchasing Class BA
Directing Certificateholder or its designee and as are necessary to vest
ownership of the Bank of America Trust Mortgage Loan therein.

         (d) Each of the Master Servicer and the Special Servicer shall notify
the Class BA Directing Certificateholder of any default in respect of the Bank
of America Trust Mortgage Loan as to which the Class BA Directing
Certificateholder has cure rights in accordance with this Section 6.11B(d), as
soon as reasonably practicable after the Master Servicer or the Special
Servicer, as the case may be, becomes aware of such default (provided that such
default has not been previously remedied). The Class BA Directing
Certificateholder shall be entitled, with respect to the Bank of America Trust
Mortgage Loan, to cure (i) a default in the payment of any scheduled payment
under the related loan documents within four days from the receipt of notice of
such default, (ii) any other defaults susceptible to cure by the payment of
money within 10 Business Days from the receipt of notice of such default and (c)
a non-monetary default within 30 days from the receipt of notice of such
default; provided that no more than three consecutive cures of defaulted Monthly
Payments in any 12-month period are permitted, and no more than five cures of
defaulted Monthly Payments in the aggregate in any 12-month period are
permitted. Any cure shall include the reimbursement to all parties hereto of any
and all amounts to which they are entitled hereunder with respect to the Bank of
America Trust Mortgage Loan or any related REO Property, including unpaid
servicing compensation and outstanding Advances, together with interest thereon,
as well as the reimbursement to the Trust of any Additional Trust Fund Expenses
incurred as a result of the subject default with respect to the Bank of America
Trust Mortgage Loan or any related REO Property. The Class BA Directing
Certificateholder shall be entitled to reimbursement of any cure payments made
by it under this Section 6.11B(d) out of amounts subsequently received with
respect to the Bank of America Trust Mortgage Loan or any related REO Property
(through the withdrawal of such amounts from the Pool Custodial Account);
provided that its right to reimbursement shall be subordinate to the rights of
the Trust to receive all amounts to which it is entitled with respect to

                                     -271-
<PAGE>

the Bank of America Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto.

         SECTION 6.11C. Certain Powers of the Class SU Directing
                        Certificateholder.

         (a) Subject to Section 6.11C(b), the Class SU Directing
Certificateholder will be entitled to consent to the Master Servicer's taking
(in the event the Master Servicer is authorized under this Agreement to take
such action), and advise the Special Servicer with respect to (in the event the
Special Servicer is authorized under this Agreement to take such action), any
and all Specially Designated Servicing Actions with respect to the Sheraton
Universal Trust Mortgage Loan or any related REO Property; and, further subject
to Section 6.11C(b), neither the Special Servicer nor the Master Servicer, as
applicable, will be permitted to take any of the Specially Designated Servicing
Actions with respect to the Sheraton Universal Trust Mortgage Loan or any
related REO Property, unless and until it has notified the Class SU Directing
Certificateholder in writing and the Class SU Directing Certificateholder has
not objected in writing within 10 Business Days of having been notified thereof
and having been provided with all information that the Class SU Directing
Certificateholder has reasonably requested with respect thereto promptly
following its receipt of the subject notice (it being understood and agreed that
if such written objection has not been received by the Special Servicer or the
Master Servicer, as applicable, within such 10-Business Day period, then the
Class SU Directing Certificateholder will be deemed to have approved the taking
of the subject action); provided that, in the event that the Special Servicer or
the Master Servicer, as applicable, determines that immediate action is
necessary to protect the interests of the Certificateholders (as a collective
whole), the Special Servicer or the Master Servicer, as the case may be, may
take any such action without waiting for the Class SU Directing
Certificateholder' response; and provided, further, that, nothing herein shall
be intended to limit the right of the Controlling Class Representative to
consult with the Special Servicer or the Master Servicer, as applicable,
regarding the Sheraton Universal Mortgage Loan, and during the 10-Business Day
period referred to above, the Special Servicer or the Master Servicer, as
applicable, shall consult with the Controlling Class Representative regarding
its views as to the proposed action (but may, in its sole discretion, reject any
advice, objection or direction from the Controlling Class Representative) and,
upon reasonable request, the Special Servicer or the Master Servicer, as
applicable, shall provide the Controlling Class Representative with any
information in such servicer's possession with respect to such matters,
including its reasons for determining to take a proposed action.

         In addition, subject to Section 6.11C(b), the Class SU Directing
Certificateholder may direct the Special Servicer to take, or to refrain from
taking, any actions with respect to the servicing and/or administration of the
Sheraton Universal Trust Mortgage Loan when it is a Specially Serviced Trust
Mortgage Loan, or any REO Property acquired in respect thereof, as the Class SU
Directing Certificateholder may deem advisable or as to which provision is
otherwise made herein. Upon reasonable request, the Special Servicer shall
provide the Class SU Directing Certificateholder with any information in such
servicer's possession with respect to such matters, including its reasons for
determining to take a proposed action; provided that such information shall also
be provided, in a written format, to the Trustee, who shall make it available
for review pursuant to Section 8.14(b).

         Each of the Master Servicer (with respect to Performing Mortgage Loans)
and the Special Servicer (with respect to Specially Serviced Mortgage Loans), as
applicable, shall notify the Class SU Directing Certificateholder and the
Controlling Class Representative of any release or substitution of

                                     -272-
<PAGE>

collateral for the Sheraton Universal Trust Mortgage Loan even if such release
or substitution is required by the terms of the Sheraton Universal Trust
Mortgage Loan.

         (b) Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by or other action of the Class SU Directing
Certificateholder, as contemplated by Section 6.11C(a) or any other provision of
this Agreement, may (and the Special Servicer or the Master Servicer, as
applicable, shall ignore and act without regard to any such advice, direction or
objection that the Master Servicer or the Special Servicer, as applicable, has
determined, in its reasonable, good faith judgment, would) require, cause or
permit such servicer to violate any provision of this Agreement (exclusive of
Section 6.11C(a)) (including such servicer's obligation to act in accordance
with the Servicing Standard), the related loan documents, applicable law or the
REMIC Provisions. Furthermore, the Special Servicer shall not be obligated to
seek approval from the Class SU Directing Certificateholder for any actions to
be taken by the Special Servicer if: (i) the Special Servicer has, as provided
in Section 6.11C(a), notified the Class SU Directing Certificateholder in
writing of various actions that the Special Servicer proposes to take with
respect to the workout or liquidation of the Sheraton Universal Trust Mortgage
Loan; and (ii) for 60 days following the first such notice, the Class SU
Directing Certificateholder has objected to all of those proposed actions and
has failed to suggest any alternative actions that the Special Servicer
considers to be consistent with the Servicing Standard.

         Also notwithstanding anything herein to the contrary if a Class SU
Change of Control Event exists, then (i) the Class SU Directing
Certificateholder shall not be authorized to exercise any of its rights and
powers provided for in Section 6.11C(a) with respect to the Sheraton Universal
Trust Mortgage Loan (except to the extent provided in Section 6.11(a)), and (ii)
Section 6.11(a) shall apply with respect to such Trust Mortgage Loan, instead of
Section 6.11C(a).

         (c) The Class SU Directing Certificateholder will have no liability to
the Certificateholders for any action taken, or for refraining from the taking
of any action, in good faith pursuant to this Agreement, or for errors in
judgment. Each Certificateholder acknowledges and agrees, by its acceptance of
its Certificates, that: (i) the Class SU Directing Certificateholder may, and is
permitted hereunder to, have special relationships and interests that conflict
with those of Holders of one or more Classes of Certificates; (ii) the Class SU
Directing Certificateholder may, and are permitted hereunder to, act solely in
the interests of the Holders of one or more Classes of the Class SU Principal
Balance Certificates; (iii) the Class SU Directing Certificateholder does not
have any duties or liability to the Holders of any Class of Certificates other
than one or more Classes of the Class SU Principal Balance Certificates; (iv)
the Class SU Directing Certificateholder may, and is permitted hereunder to,
take actions that favor interests of the Holders of one or more Classes of Class
SU Principal Balance Certificates over the interests of the Holders of one or
more other Classes of Certificates; and (v) the Class SU Directing
Certificateholder shall have no liability whatsoever for having acted solely in
the interests of the Holders of one or more Classes of the Class SU Principal
Balance Certificates, and no Certificateholder may take any action whatsoever
against the Class SU Directing Certificateholder, any Holder of any Class SU
Principal Balance Certificate or any director, officer, employee, agent or
principal thereof for the Class SU Directing Certificateholder's having so
acted.

         (d) At any time during the continuance of a Class SU Purchase Option
Event, any Class SU Directing Certificateholder may, at its option, purchase the
Sheraton Universal Trust Mortgage Loan at the Class SU Purchase Price. Such
option does not extend to any REO Property and shall terminate upon the
foreclosure of or the acceptance of a deed in lieu of foreclosure with respect
to the

                                     -273-
<PAGE>

Sheraton Universal Mortgaged Property. The Class SU Directing Certificateholder
shall exercise such option by providing written notice to the Master Servicer
and the Special Servicer of its proposed purchase of the Sheraton Universal
Trust Mortgage Loan at least 10 days prior to the proposed purchase date (which
notice shall not be rescinded by the Class SU Directing Certificateholder any
later than two Business Days prior to the proposed purchase date). Concurrently
with the payment to the Trust of the related Class SU Purchase Price, the
Special Servicer shall direct the Trustee to execute and deliver, or cause the
execution and delivery of, such instruments of transfer or assignment, in each
case without recourse, as shall be provided to it by the purchasing Class SU
Directing Certificateholder or its designee and as are necessary to vest
ownership of the Sheraton Universal Trust Mortgage Loan therein.

         (e) Each of the Master Servicer and the Special Servicer shall notify
the Class SU Directing Certificateholder of any default in respect of the
Sheraton Universal Trust Mortgage Loan as to which the Class SU Directing
Certificateholder has cure rights in accordance with this Section 6.11C(e), as
soon as reasonably practicable after the Master Servicer or the Special
Servicer, as the case may be, becomes aware of such default (provided that such
default has not been previously remedied). The Class SU Directing
Certificateholder shall be entitled, with respect to the Sheraton Universal
Trust Mortgage Loan, to cure (i) a default in the payment of any scheduled
payment under the related loan documents within four days from the receipt of
notice of such default, (ii) any other defaults susceptible to cure by the
payment of money within 10 Business Days from the receipt of notice of such
default and (c) a non-monetary default within 30 days from the receipt of notice
of such default; provided that no more than three consecutive cures of defaulted
Monthly Payments in any 12-month period are permitted, and no more than five
cures of defaulted Monthly Payments in the aggregate in any 12-month period are
permitted. Any cure shall include the reimbursement to all parties hereto of any
and all amounts to which they are entitled hereunder with respect to the
Sheraton Universal Trust Mortgage Loan or any related REO Property, including
unpaid servicing compensation and outstanding Advances, together with interest
thereon, as well as the reimbursement to the Trust of any Additional Trust Fund
Expenses incurred as a result of the subject default with respect to the
Sheraton Universal Trust Mortgage Loan or any related REO Property. The Class SU
Directing Certificateholder shall be entitled to reimbursement of any cure
payments made by it under this Section 6.11C(e) out of amounts subsequently
received with respect to the Sheraton Universal Trust Mortgage Loan or any
related REO Property (through the withdrawal of such amounts from the Pool
Custodial Account); provided that its right to reimbursement shall be
subordinate to the rights of the Trust to receive all amounts to which it is
entitled with respect to the Sheraton Universal Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto.

                                     -274-
<PAGE>


                                   ARTICLE VII

                                     DEFAULT


         SECTION 7.01. Events of Default.

         (a) "Event of Default", wherever used herein, means any one of the
following events:

             (i) any failure by the Master Servicer to deposit into a Custodial
   Account, any amount, including a P&I Advance, required to be so deposited or
   remitted by it under this Agreement, which failure continues unremedied for
   one Business Day following the date on which a deposit or remittance was
   first required to be made; or

             (ii) any failure by the Special Servicer to deposit into an REO
   Account or to deposit into, or to remit to the Master Servicer for deposit
   into, a Custodial Account, any amount required to be so deposited or remitted
   under this Agreement, which failure continues unremedied for one Business Day
   following the date on which a deposit or remittance was first required to be
   made; or

             (iii) any failure by the Master Servicer to deposit into, or remit
   to the Trustee for deposit into, the Collection Account, any amount
   (including any P&I Advances and any amounts to cover Prepayment Interest
   Shortfalls) required to be so deposited or remitted by it under this
   Agreement, which failure continues unremedied until 11:00 a.m. (New York City
   time) on the applicable Distribution Date, or any failure by the Master
   Servicer to make, on a timely basis, the required payments to the Santa Anita
   Non-Trust Mortgage Loan Noteholder on any Master Servicer Remittance Date,
   which failure continues unremedied until 11:00 a.m. (New York City time) on
   the Business Day after such remittance date; or

             (iv) any failure by the Master Servicer to timely make any
   Servicing Advance required to be made by it hereunder, which Servicing
   Advance remains unmade for a period of three Business Days following the date
   on which notice of such failure shall have been given to the Master Servicer
   by any other party hereto; or any failure by the Special Servicer to timely
   request that the Master Servicer make a Servicing Advance with respect to any
   Specially Serviced Mortgage Loan or Administered REO Property not less than
   three Business Days prior to the date when such Servicing Advance is required
   to be made under this Agreement, which failure to make such request (or, at
   the Special Servicer's option, to make the required Servicing Advance)
   continues for a period of three Business Days following the date on which
   such request was required to have been made by the Special Servicer; or

             (v) any failure on the part of the Master Servicer or the Special
   Servicer duly to observe or perform in any material respect any other
   covenants or agreements on the part of the Master Servicer or the Special
   Servicer, as the case may be, contained in this Agreement, which failure
   continues unremedied for a period of 30 days (15 days in the case of payment
   of insurance premiums) after the date on which written notice of such
   failure, requiring the same to be remedied, shall have been given to the
   Master Servicer or the Special Servicer, as the case may be, by any other
   party hereto or to the Master Servicer or the Special Servicer, as the case
   may be (with a copy to each other party hereto), by the Santa Anita Non-Trust
   Mortgage Loan

                                     -275-
<PAGE>

   Noteholder (if affected thereby), or by the Holders of Certificates entitled
   to at least 25% of the Voting Rights, provided, however, that with respect to
   any such failure which is not curable within such 30-day period, the Master
   Servicer or the Special Servicer, as the case may be, shall have an
   additional cure period of 30 days to effect such cure so long as the Master
   Servicer or the Special Servicer, as the case may be, has commenced to cure
   such failure within the initial 30-day period and has provided the Trustee
   and, if affected thereby, the Santa Anita Non-Trust Mortgage Loan Noteholder,
   with an Officer's Certificate certifying that it has diligently pursued, and
   is diligently continuing to pursue, a full cure; or

             (vi) any breach on the part of the Master Servicer or the Special
   Servicer of any of its representations or warranties contained in this
   Agreement that materially and adversely affects the interests of any Class of
   Certificateholders or the Santa Anita Non-Trust Mortgage Loan Noteholder and
   which breach continues unremedied for a period of 30 days after the date on
   which written notice of such breach, requiring the same to be remedied, shall
   have been given to the Master Servicer or the Special Servicer, as the case
   may be, by any other party hereto or to the Master Servicer or the Special
   Servicer, as the case may be (with a copy to each other party hereto), by the
   Santa Anita Non-Trust Mortgage Loan Noteholder (if affected thereby) or by
   the Holders of Certificates entitled to at least 25% of the Voting Rights,
   provided, however, that with respect to any such breach which is not curable
   within such 30-day period, the Master Servicer or the Special Servicer, as
   the case may be, shall have an additional cure period of 30 days so long as
   the Master Servicer or the Special Servicer, as the case may be, has
   commenced to cure such breach within the initial 30-day period and provided
   the Trustee and, if affected thereby, the Santa Anita Non-Trust Mortgage Loan
   Noteholder with an Officer's Certificate certifying that it has diligently
   pursued, and is diligently continuing to pursue, a full cure; or

             (vii) a decree or order of a court or agency or supervisory
   authority having jurisdiction in the premises in an involuntary case under
   any present or future federal or state bankruptcy, insolvency or similar law
   for the appointment of a conservator, receiver, liquidator, trustee or
   similar official in any bankruptcy, insolvency, readjustment of debt,
   marshaling of assets and liabilities or similar proceedings, or for the
   winding-up or liquidation of its affairs, shall have been entered against the
   Master Servicer or the Special Servicer and such decree or order shall have
   remained in force undischarged, undismissed or unstayed for a period of 60
   days; or

             (viii) the Master Servicer or the Special Servicer shall consent to
   the appointment of a conservator, receiver, liquidator, trustee or similar
   official in any bankruptcy, insolvency, readjustment of debt, marshaling of
   assets and liabilities or similar proceedings of or relating to it or of or
   relating to all or substantially all of its property; or

             (ix) the Master Servicer or the Special Servicer shall admit in
   writing its inability to pay its debts generally as they become due, file a
   petition to take advantage of any applicable bankruptcy, insolvency or
   reorganization statute, make an assignment for the benefit of its creditors,
   voluntarily suspend payment of its obligations, or take any corporate action
   in furtherance of the foregoing; or

             (x) a Servicing Officer of the Master Servicer or the Special
   Servicer, as the case may be, obtains actual knowledge that Moody's has (1)
   qualified, downgraded or

                                     -276-
<PAGE>

   withdrawn its rating or ratings of one or more Classes of Certificates or (2)
   placed one or more Classes of the Certificates on "watch status" (and such
   "watch status" placement shall not have been withdrawn by Moody's within 60
   days of the date when the Servicing Officer of the Master Servicer or the
   Special Servicer, as the case may be, obtained such actual knowledge) and, in
   the case of either clauses (1) or (2), cited servicing concerns with the
   Master Servicer or the Special Servicer, as the case may be, as the sole or
   material factor in such rating action; or

             (xi) the Master Servicer or the Special Servicer is removed from
   S&P's approved master servicer list or special servicer list, as the case may
   be, and the ratings of any of the Certificates by S&P are qualified,
   downgraded or withdrawn in connection with the removal.

         When a single entity acts as the Master Servicer and the Special
Servicer, an Event of Default in one capacity shall constitute an Event of
Default in the other capacity.

         (b) If any Event of Default described in clauses (i) - (ix) and (xi) of
subsection (a) above shall occur with respect to the Master Servicer or the
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") and shall be continuing, then, and in each and every such
case, so long as such Event of Default shall not have been remedied, the Trustee
may, and at the written direction of the Holders of Certificates entitled to at
least 25% of the Voting Rights, the Trustee shall, by notice in writing to the
Defaulting Party (with a copy of such notice to each other party hereto and the
Rating Agencies) terminate all of the rights and obligations (but not the
liabilities for actions and omissions occurring prior thereto) of the Defaulting
Party under this Agreement and in and to the Trust Fund and the Santa Anita
Non-Trust Mortgage Loan, other than its rights, if any, as a Certificateholder
hereunder or as the holder of the Santa Anita Non-Trust Mortgage Loan or any
interest therein. If any Event of Default described in clause (x) of subsection
(a) above shall occur with respect to the Master Servicer or the Special
Servicer (in either case, under such circumstances, for purposes of this Section
7.01(b), the "Defaulting Party"), the Trustee shall, by notice in writing (to be
sent immediately by facsimile transmission) to the Defaulting Party (with a copy
of such notice to each other party hereto and the Rating Agencies), terminate,
subject to Section 7.01(c), all of the rights and obligations (but not the
liabilities for actions and omissions occurring prior thereto) of the Defaulting
Party under this Agreement and in and to the Trust Fund and the Santa Anita
Non-Trust Mortgage Loan, other than its rights, if any, as a Certificateholder
hereunder or as the holder of the Santa Anita Non-Trust Mortgage Loan or any
interest therein, within 30 days following the occurrence of such Event of
Default. From and after the receipt by the Defaulting Party of such written
notice of termination, all authority and power of the Defaulting Party under
this Agreement, whether with respect to the Certificates (other than as a holder
of any Certificate), the Mortgage Loans (other than as a holder thereof or any
interest therein) or otherwise, shall pass to and be vested in the Trustee
pursuant to and under this section, and, without limitation, the Trustee is
hereby authorized and empowered to execute and deliver, on behalf of and at the
expense of the Defaulting Party, as attorney-in-fact or otherwise, any and all
documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer and
the Special Servicer each agree that, if it is terminated pursuant to this
Section 7.01(b), it shall promptly (and in any event no later than 10 Business
Days subsequent to its receipt of the notice of termination) provide the Trustee
with all documents and records, including those in electronic form, requested
thereby to enable the Trustee to assume the Master Servicer's or Special
Servicer's, as the case may be, functions hereunder, and shall cooperate with
the Trustee in effecting the termination of the Master Servicer's or

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Special Servicer's, as the case may be, responsibilities and rights hereunder,
including (i) if the Master Servicer is the Defaulting Party, the immediate
transfer to the Trustee or a successor Master Servicer for administration by it
of all cash amounts that shall at the time be or should have been credited by
the Master Servicer to a Custodial Account, the Collection Account, the
Defeasance Deposit Account, a Servicing Account or a Reserve Account or that are
thereafter received by or on behalf of it with respect to any Mortgage Loan or
(ii) if the Special Servicer is the Defaulting Party, the transfer within two
Business Days to the Trustee or a successor Special Servicer for administration
by it of all cash amounts that shall at the time be or should have been credited
by the Special Servicer to an REO Account, a Custodial Account, a Servicing
Account or a Reserve Account or should have been delivered to the Master
Servicer or that are thereafter received by or on behalf of it with respect to
any Mortgage Loan or REO Property; provided, however, that the Master Servicer
and the Special Servicer each shall, if terminated pursuant to this Section
7.01(b), continue to be entitled to receive all amounts accrued or owing to it
under this Agreement on or prior to the date of such termination, whether in
respect of Advances or otherwise, and it shall continue to be entitled to the
benefits of Section 6.03 notwithstanding any such termination. Any cost or
expenses in connection with any actions to be taken by any party hereto pursuant
to this paragraph shall be borne by the Defaulting Party and if not paid by the
Defaulting Party within 90 days after the presentation of reasonable
documentation of such costs and expenses, such expense shall be reimbursed by
the Trust Fund; provided, however, that the Defaulting Party shall not thereby
be relieved of its liability for such expenses. For purposes of this Section
7.01 and also for purposes of Section 7.03(b), the Trustee shall not be deemed
to have knowledge of an event which constitutes, or which with the passage of
time or notice, or both, would constitute an Event of Default unless a
Responsible Officer of the Trustee assigned to and working in the Trustee's
Corporate Trust Office has actual knowledge thereof or unless notice of any
event which is in fact such an Event of Default is received by the Trustee and
such notice references the Certificates, the Trust Fund or this Agreement.

         (c) In the case of an Event of Default under Section 7.01(a)(x) or (xi)
of which the Trustee has notice, the Trustee shall provide written notice
thereof to the Master Servicer promptly upon receipt of such notice.
Notwithstanding Section 7.01(b), if the Master Servicer receives a notice of
termination under Section 7.01(b) solely due to an Event of Default under
7.01(a)(x) or (xi), and if the terminated Master Servicer provides the Trustee
with the appropriate "request for proposal" materials within five Business Days
following such termination, then the Master Servicer shall continue to serve in
such capacity hereunder until a successor thereto is selected in accordance with
this Section 7.01(c) or the expiration of 45 days from the Master Servicer's
receipt of the notice of termination, whichever occurs first. Upon receipt of
such "request for proposal" materials from the terminated Master Servicer, the
Trustee shall promptly thereafter (using such "request for proposal" materials)
solicit good faith bids for the rights to master service the Serviced Mortgage
Loans and, to the extent applicable, the Berkeley & Brown Trust Mortgage Loan
under this Agreement from at least three (3) Persons qualified to act as a
successor Master Servicer hereunder in accordance with Section 6.02 and Section
7.02 (any such Person so qualified, a "Qualified Bidder") or, if three (3)
Qualified Bidders cannot be located, then from as many Persons as the Trustee
can determine are Qualified Bidders; provided that at the Trustee's request, the
terminated Master Servicer shall supply the Trustee with the names of Persons
from whom to solicit such bids; and provided, further, that the Trustee shall
not be responsible if less than three (3) or no Qualified Bidders submit bids
for the right to master service the Serviced Mortgage Loans and, to the extent
applicable, the Berkeley & Brown Trust Mortgage Loan under this Agreement. The
bid proposal shall require any Successful Bidder (as defined below), as a
condition of such bid, to enter into this Agreement as successor Master
Servicer, and to agree to be bound by the terms hereof, within 45

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days after the receipt of notice of termination by the terminated Master
Servicer. The Trustee shall solicit bids: (i) on the basis of such successor
Master Servicer retaining all Sub-Servicers to continue the primary servicing of
the Serviced 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 Serviced Mortgage Loans
not subject to a Sub-Servicing Agreement at a sub-servicing fee rate per annum
equal to the Master Servicing Fee Rate minus one and one-half (1.5) basis points
per Serviced Trust Mortgage Loan serviced (each, a "Servicing-Retained Bid");
and (ii) on the basis of terminating each Sub-Servicing Agreement and
Sub-Servicer that it is permitted to terminate in accordance with Section 3.22
(each, a "Servicing-Released Bid"). The Trustee shall select the Qualified
Bidder with the highest cash Servicing-Retained Bid (or, if none, the highest
cash Servicing Released Bid) (the "Successful Bidder") to act as successor
Master Servicer hereunder. The Trustee shall direct the Successful Bidder to
enter into this Agreement as successor Master Servicer pursuant to the terms
hereof (and, if the successful bid was a Servicing-Retained Bid, to enter into a
Sub-Servicing Agreement with the terminated Master Servicer as contemplated
above) no later than 45 days after the receipt of notice of termination by the
terminated Master Servicer.

         Upon the assignment and acceptance of the master servicing rights
hereunder to and by the Successful Bidder, the Trustee shall remit or cause to
be remitted (i) if the successful bid was a Servicing-Retained Bid, to the
terminated Master Servicer the amount of such cash bid received from the
Successful Bidder (net of "out-of-pocket" expenses incurred in connection with
obtaining such bid and transferring servicing) and (ii) if the successful bid
was a Servicing-Released Bid, to the Master Servicer and each terminated
Sub-Servicer its respective Bid Allocation.

         The terminated Master Servicer shall be responsible for all
out-of-pocket expenses incurred in connection with the attempt to sell its
rights to service the Mortgage Loans, which expenses are not reimbursed to the
party that incurred such expenses pursuant to the preceding paragraph.

         If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within 45 days after the terminated Master Servicer
received written notice of termination or no Successful Bidder was identified
within such 45-day period, the terminated Master Servicer shall reimburse the
Trustee for all reasonable "out-of-pocket" expenses incurred by the Trustee in
connection with such bid process and the Trustee shall have no further
obligations under this Section 7.01(c). The Trustee thereafter may act or may
select a successor to act as Master Servicer hereunder in accordance with
Section 7.02.

         (d) Notwithstanding Section 7.01(b) and Section 7.04, if any Event of
Default on the part of the Master Servicer occurs that affects the Santa Anita
Non-Trust Mortgage Loan, and the Master Servicer is not otherwise terminated in
accordance with Section 7.01(b), then, at the request of the Santa Anita
Non-Trust Mortgage Loan Noteholder, the Trustee shall require the Master
Servicer to appoint, within 30 days of the Trustee's request, a Sub-Servicer
(or, if the Santa Anita 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 Santa Anita Loan Pair; provided that the
Santa Anita Non-Trust Mortgage Loan Noteholder may not terminate, or require the
Trustee to terminate, the Master Servicer. In connection with the Master
Servicer's appointment of a Sub-Servicer at the request of the Trustee in
accordance with this Section 7.01(d), the Master Servicer shall obtain written
confirmation from each Rating Agency that such appointment will not result in an
Adverse Rating Event. The related Sub-Servicing Agreement shall provide that any
Sub-Servicer appointed by the Master Servicer at the

                                     -279-
<PAGE>

request of the Trustee in accordance with this Section 7.01(d) shall be
responsible for all duties, and shall be entitled to all compensation, of the
Master Servicer under this Agreement with respect to the Santa Anita Loan Pair,
except that the Master Servicer shall be entitled to retain a portion of the
Master Servicing Fee for the Santa Anita Trust Mortgage Loan or any successor
REO Trust Mortgage Loan with respect thereto calculated at 0.015% per annum.
Such Sub-Servicing Agreement shall also provide that such Sub-Servicer shall
agree to become the master servicer under the related Co-Lender Agreement in the
event that the Santa Anita Loan Pair is no longer to be serviced and
administered hereunder, which separate servicing agreement shall contain
servicing and administration, limitation of liability, indemnification and
servicing compensation provisions substantially similar to the corresponding
provisions of this Agreement, except for the fact that the Santa Anita Loan Pair
and the related Mortgaged Property shall be the sole assets serviced and
administered thereunder and the sole source of funds thereunder. If any
Sub-Servicer appointed by the Master Servicer at the request of the Trustee in
accordance with this Section 7.01(d) shall at any time resign or be terminated,
the Master Servicer shall be required to promptly appoint a substitute
Sub-Servicer, which appointment shall not result in an Adverse Rating Event (as
evidenced in writing by each Rating Agency). In the event that a successor
Master Servicer is acting hereunder and that successor Master Servicer desires
to terminate the Sub-Servicer appointed under this Section 7.01(d), the
terminated Master Servicer that was responsible for the Event of Default that
led to the appointment of such Sub-Servicer shall be responsible for all costs
incurred in connection with such termination, including the payment of any
termination fee.

         Further notwithstanding Section 7.01(b) and Section 7.04, if any Event
of Default on the part of the Special Servicer occurs that affects the Santa
Anita Non-Trust Mortgage Loan, and the Special Servicer is not otherwise
terminated in accordance with Section 7.01(b), then the Santa Anita Non-Trust
Mortgage Loan Noteholder may require the Trustee to terminate the duties and
obligations of the Special Servicer with respect to the Santa Anita Loan Pair
only, but no other Serviced Mortgage Loan; and, in such event, the Controlling
Class Representative shall appoint in accordance with Section 6.09 (or, in the
event of the failure of the Controlling Class Representative to so appoint, the
Trustee shall appoint in accordance with Section 7.02), within 30 days of such
Non-Trust Mortgage Loan Noteholder's request, subject to Section 3.02 of the
Santa Anita Co-Lender Agreement, a replacement special servicer with respect to
the Santa Anita Loan Pair. In connection with the appointment of a replacement
special servicer with respect to the Santa Anita Loan Pair at the request of the
Santa Anita Non-Trust Mortgage Loan Noteholder in accordance with this Section
7.01(d), the Trustee shall obtain written confirmation from each Rating Agency
that such appointment will not result in an Adverse Rating Event (such Rating
Agency confirmation to be an expense of the Santa Anita Non-Trust Mortgage Loan
Noteholder). Any replacement special servicer appointed at the request of the
Santa Anita Non-Trust Mortgage Loan Noteholder in accordance with this Section
7.01(d) shall be responsible for all duties, and shall be entitled to all
compensation, of the Special Servicer under this Agreement with respect to the
Santa Anita Loan Pair. Such replacement special servicer shall agree to become
the special servicer under the Santa Anita Co-Lender Agreement in the event that
the Santa Anita Loan Pair is no longer to be serviced and administered
hereunder. If any replacement special servicer appointed at the request of the
Santa Anita Non-Trust Mortgage Loan Noteholder in accordance with this Section
7.01(d) shall at any time resign or be terminated, then (subject to Section 3.02
of the Santa Anita Co-Lender Agreement) the Controlling Class Representative in
accordance with Section 6.09 (or the Trustee in accordance with Section 7.02, if
the Controlling Class Representative fails to do so) shall be required to
promptly appoint a substitute replacement special servicer, which appointment
shall not result in an Adverse Rating Event (as evidenced in writing by each
Rating Agency).

                                     -280-
<PAGE>

         If a replacement special servicer is appointed with respect to the
Santa Anita Loan Pair at the request of the Santa Anita Non-Trust Mortgage Loan
Noteholder in accordance with this Section 7.01(d) (any such replacement special
servicer, the "Loan Pair-Specific Special Servicer"), such that there are
multiple parties acting as Special Servicer hereunder, then, unless the context
clearly requires otherwise: (i) when used in the context of imposing duties and
obligations on the Special Servicer hereunder or the performance of such duties
and obligations, the term "Special Servicer" shall mean the Loan Pair-Specific
Special Servicer, insofar as such duties and obligations relate to the Santa
Anita Loan Pair, and shall mean the General Special Servicer (as defined below),
in all other cases (provided that, in Section 3.13, Section 3.14 and Section
3.15, the term "Special Servicer" shall mean each of the Loan Pair-Specific
Special Servicer and the General Special Servicer); (ii) when used in the
context of identifying the recipient of any information, funds, documents,
instruments and/or other items, the term "Special Servicer" shall mean the Loan
Pair-Specific Special Servicer, insofar as such information, funds, documents,
instruments and/or other items relate to the Santa Anita Loan Pair, and shall
mean the General Special Servicer, in all other cases; (iii) when used in the
context of granting the Special Servicer the right to purchase Specially
Serviced Trust Mortgage Loans pursuant to Section 3.18, the term "Special
Servicer" shall mean the Loan Pair-Specific Special Servicer, if such Specially
Serviced Trust Mortgage Loan is part of the Santa Anita Loan Pair, and shall
mean the General Special Servicer, in all other cases; (iv) when used in the
context of granting the Special Servicer the right to purchase all of the Trust
Mortgage Loans and any REO Properties remaining in the Trust Fund pursuant to
Section 9.01, the term "Special Servicer" shall mean the General Special
Servicer only; (v) when used in the context of granting the Special Servicer any
protections, limitations on liability, immunities and/or indemnities hereunder,
the term "Special Servicer" shall mean each of the Loan Pair-Specific Special
Servicer and the General Special Servicer; and (vi) when used in the context of
requiring indemnification from, imposing liability on, or exercising any
remedies against, the Special Servicer for any breach of a representation,
warranty or covenant hereunder or for any negligence, bad faith or willful
misconduct in the performance of duties and obligations hereunder or any
negligent disregard of such duties and obligations or otherwise holding the
Special Servicer responsible for any of the foregoing, the term "Special
Servicer" shall mean the Loan Pair-Specific Special Servicer or the General
Special Servicer, as applicable. References in this Section 7.01(d) to "General
Special Servicer" means the Person performing the duties and obligations of
special servicer with respect to the Mortgage Pool (exclusive of the Santa Anita
Loan Pair).

         In no event shall any waiver of an Event of Default pursuant to Section
7.04 affect the rights of the Santa Anita Non-Trust Mortgage Loan Noteholder
under this Section 7.01(d).

         SECTION 7.02. Trustee to Act; Appointment of Successor.

         On and after the time the Master Servicer or the Special Servicer
resigns pursuant to Section 6.04 or receives a notice of termination pursuant to
Section 7.01, the Trustee shall, unless and until a successor is appointed
pursuant to Section 6.04, Section 6.09 or Section 7.01(c), be the successor in
all respects to the Master Servicer or the Special Servicer, as the case may be,
in its capacity as such under this Agreement and the transactions set forth or
provided for herein and shall have all (and the former Master Servicer or the
Special Servicer, as the case may be, shall cease to have any) of the
responsibilities, duties and liabilities of the Master Servicer or the Special
Servicer, as the case may be, arising thereafter, including, if the Master
Servicer is the resigning or terminated party, the Master 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

                                     -281-
<PAGE>

gave rise to such Event of Default; provided that any failure to perform such
duties or responsibilities caused by the Master Servicer's or the Special
Servicer's, as the case may be, failure to provide information or monies
required by Section 7.01 shall not be considered a default by the Trustee
hereunder. The Trustee shall not be liable for any of the representations and
warranties of the resigning or terminated party or for any losses incurred by
the resigning or terminated party pursuant to Section 3.06 hereunder nor shall
the Trustee be required to purchase any Mortgage Loan hereunder. As compensation
therefor, the Trustee shall be entitled to all fees and other compensation which
the resigning or terminated party would have been entitled to if the resigning
or terminated party had continued to act hereunder. Notwithstanding the above,
the Trustee may, if it shall be unwilling to so act as either Master Servicer or
Special Servicer, as the case may be, or shall, if it is unable to so act as
either Master Servicer or Special Servicer, as the case may be, or if the
Trustee is not approved as a master servicer or a special servicer, as the case
may be, by any of the Rating Agencies, or if the Holders of Certificates
entitled to a majority of the Voting Rights so request in writing to the
Trustee, promptly appoint, or petition a court of competent jurisdiction to
appoint, any established mortgage loan servicing institution as the successor to
the resigning or terminated Master Servicer or the Special Servicer, as the case
may be, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the resigning or terminated Master Servicer or the
Special Servicer, as the case may be, hereunder; provided, however, that no such
appointee shall succeed to the rights and obligations of the Master Servicer or
Special Servicer hereunder unless (i) as confirmed in writing by each of the
Rating Agencies, such succession will not result in an Adverse Rating Event, and
(ii) such appointee makes the applicable representations and warranties set
forth in Section 3.23; and provided, further, that in the case of a resigning or
terminated Special Servicer, such appointment shall be subject to the rights of
the Holders of Certificates evidencing a majority of the Voting Rights allocated
to the Controlling Class to designate a successor pursuant to Section 6.09. No
appointment of a successor to the Master Servicer or the Special Servicer
hereunder shall be effective until the assumption by the successor to such party
of all its responsibilities, duties and liabilities under this Agreement.
Pending appointment of a successor to the Master Servicer or the Special
Servicer hereunder, the Trustee shall act in such capacity as hereinabove
provided. In connection with any such appointment and assumption described
herein, the Trustee may make such arrangements for the compensation of such
successor out of payments on the Mortgage Loans as it and such successor shall
agree, subject to the terms of this Agreement limiting the use of funds received
in respect of the Santa Anita Loan Pair to matters related to the Santa Anita
Loan Pair; provided, however, that no such compensation shall be in excess of
that permitted the resigning or terminated party hereunder. Such successor and
the other parties hereto shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such succession.

         SECTION 7.03. Notification to Certificateholders.

         (a) Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.04, any termination of the Master Servicer or the Special
Servicer pursuant to Section 7.01, any appointment of a successor to the Master
Servicer or the Special Servicer pursuant to Section 7.02 or the effectiveness
of any designation of a new Special Servicer pursuant to Section 6.09, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register and to the Santa
Anita Non-Trust Mortgage Loan Noteholder.

         (b) Not later than 10 days after a Responsible Officer of the Trustee
has notice of the occurrence of any event which constitutes or, with notice or
lapse of time or both, would constitute an

                                     -282-
<PAGE>

Event of Default, the Trustee shall transmit by mail to the Depositor, all the
Certificateholders and the Rating Agencies notice of such occurrence, unless
such default shall have been cured.

         SECTION 7.04. Waiver of Events of Default.

         The Holders representing at least 66-2/3% of the Voting Rights
allocated to each Class of Certificates affected by any Event of Default
hereunder may waive such Event of Default; provided, however, that an Event of
Default under any of clauses (i), (ii), (iii), (x) and (xi) of Section 7.01(a)
may be waived only by all of the Certificateholders of the affected Classes.
Upon any such waiver of an Event of Default, such Event of Default shall cease
to exist and shall be deemed to have been remedied for every purpose hereunder.
No such waiver shall extend to any subsequent or other Event of Default or
impair any right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this Section 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor shall be entitled to
Voting Rights with respect to the matters described above.

         SECTION 7.05. Additional Remedies of Trustee Upon Event of Default.

         During the continuance of any Event of Default, so long as such Event
of Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name and as trustee
of an express trust and on behalf of the Santa Anita Non-Trust Mortgage Loan
Noteholder, to take all actions now or hereafter existing at law, in equity or
by statute to enforce its rights and remedies and to protect the interests, and
enforce the rights and remedies, of the Certificateholders and the Santa Anita
Non-Trust Mortgage Loan Noteholder (including the institution and prosecution of
all judicial, administrative and other proceedings and the filings of proofs of
claim and debt in connection therewith). Except as otherwise expressly provided
in this Agreement, no remedy provided for by this Agreement shall be exclusive
of any other remedy, and each and every remedy shall be cumulative and in
addition to any other remedy, and no delay or omission to exercise any right or
remedy shall impair any such right or remedy or shall be deemed to be a waiver
of any Event of Default.



                                     -283-
<PAGE>

                                  ARTICLE VIII


                             CONCERNING THE TRUSTEE


         SECTION 8.01. Duties of Trustee.

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

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

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

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

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

             (iii) The Trustee shall not be personally liable with respect to
   any action taken, suffered or omitted to be taken by it in good faith in
   accordance with the terms of this Agreement and the direction of the
   Controlling Class or Holders of Certificates entitled to at least 25% of the

                                     -284-
<PAGE>

   Voting Rights, relating to the time, method and place of conducting any
   proceeding for any remedy available to the Trustee, or exercising any trust
   or power conferred upon the Trustee, under this Agreement or, as holder of
   the Berkeley & Brown Trust Mortgage Loan, under the Berkeley & Brown
   Servicing Agreement; and

             (iv) The protections, immunities and indemnities afforded to the
   Trustee hereunder shall also be available to it in its capacity as
   Authenticating Agent, Certificate Registrar, Tax Administrator and Custodian.

         SECTION 8.02. Certain Matters Affecting Trustee.

         Except as otherwise provided in Section 8.01 and Article X:

             (i) the Trustee may rely upon and shall be protected in acting or
   refraining from acting upon any resolution, Officer's Certificate,
   certificate of auditors or any other certificate, statement, instrument,
   opinion, report, notice, request, consent, order, appraisal, bond or other
   paper or document reasonably believed by it to be genuine and to have been
   signed or presented by the proper party or parties;

             (ii) the Trustee may consult with counsel and the written advice of
   such counsel or any Opinion of Counsel shall be full and complete
   authorization and protection in respect of any action taken or suffered or
   omitted by it hereunder in good faith and in accordance therewith;

             (iii) the Trustee shall be under no obligation to exercise any of
   the trusts or powers vested in it by this Agreement or to make any
   investigation of matters arising hereunder or, except as provided in
   Section 10.01 or 10.02, to institute, conduct or defend any litigation
   hereunder or in relation hereto, at the request, order or direction of any
   of the Certificateholders, pursuant to the provisions of this Agreement,
   unless such Certificateholders shall have offered to the Trustee reasonable
   security or indemnity against the costs, expenses and liabilities which may
   be incurred therein or thereby; except as provided in Section 10.01 or
   10.02, the Trustee shall not be required to expend or risk its own funds or
   otherwise incur any financial liability in the performance of any of its
   duties hereunder, or in the exercise of any of its rights or powers, if it
   shall have reasonable grounds for believing that repayment of such funds or
   adequate indemnity against such risk or liability is not reasonably assured
   to it; nothing contained herein shall, however, relieve the Trustee of the
   obligation, upon the occurrence of an Event of Default 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,

                                     -285-

<PAGE>

   request, consent, order, approval, bond or other paper or document, unless
   requested in writing to do so by Holders of Certificates entitled to at least
   25% of the Voting Rights; provided, however, that if the payment within a
   reasonable time to the Trustee of the costs, expenses or liabilities likely
   to be incurred by it in the making of such investigation is, in the opinion
   of the Trustee, not reasonably assured to the Trustee by the security
   afforded to it by the terms of this Agreement, the Trustee may require
   reasonable indemnity against such expense or liability as a condition to
   taking any such action;

             (vi) the Trustee may execute any of the trusts or powers hereunder
   or perform any duties hereunder either directly or by or through agents or
   attorneys; provided, however, that the Trustee shall remain responsible for
   all acts and omissions of such agents or attorneys within the scope of their
   employment to the same extent as it is responsible for its own actions and
   omissions hereunder; and

             (vii) the Trustee shall not be responsible for any act or omission
   of the Master Servicer or the Special Servicer (unless the Trustee is acting
   as Master Servicer or the Special Servicer) or the Depositor.

         SECTION 8.03. Trustee and Fiscal Agent Not Liable for Validity or
                       Sufficiency of Certificates or Mortgage Loans.

         The recitals contained herein and in the Certificates, other than the
statements attributed to the Trustee and the Fiscal Agent in Article II and
Section 8.16 and Section 8.18 and the signature of the Certificate Registrar and
the Authenticating Agent set forth on each outstanding Certificate, shall not be
taken as the statements of the Trustee or the Fiscal Agent, and neither the
Trustee nor the Fiscal Agent shall assume any responsibility for their
correctness. Except as expressly set forth in Section 8.16 and 8.18, the Trustee
and the Fiscal Agent make no representations as to the validity or sufficiency
of this Agreement or of any Certificate (other than as to the signature of the
Trustee set forth thereon) or of any Mortgage Loan or related document. The
Trustee and the Fiscal Agent shall not be accountable for the use or application
by the Depositor of any of the Certificates issued to it or of the proceeds of
such Certificates, or for the use or application of any funds paid to the
Depositor in respect of the assignment of the Trust Mortgage Loans to the Trust
Fund, or any funds deposited in or withdrawn from a Custodial Account or any
other account by or on behalf of the Depositor, the Master Servicer or the
Special Servicer. The Trustee and the Fiscal Agent shall not be responsible for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Depositor, the
Master Servicer or the Special Servicer, and accepted by the Trustee in good
faith, pursuant to this Agreement.

         SECTION 8.04. Trustee and Fiscal Agent May Own Certificates.

         The Trustee, the Fiscal Agent or any agent of the Trustee and the
Fiscal Agent, in its individual or any other capacity, may become the owner or
pledgee of Certificates with (except as otherwise provided in the definition of
"Certificateholder") the same rights it would have if it were not the Trustee,
the Fiscal Agent or such agent.

                                     -286-
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         SECTION 8.05. Fees and Expenses of Trustee; Indemnification of and by
                       Trustee.

         (a) On each Distribution Date, the Trustee shall withdraw from the
general funds on deposit in the Collection Account, prior to any distributions
to be made therefrom on such date, and pay to itself the Trustee Fee for such
Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates, as compensation for all services rendered by the Trustee in
the execution of the trusts hereby created and in the exercise and performance
of any of the powers and duties of the Trustee hereunder. The Trustee Fees
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) shall constitute the Trustee's
sole compensation for such services to be rendered by it.

         (b) The Trustee and any director, officer, employee or agent of the
Trustee shall be entitled to be indemnified for and held harmless by the Trust
Fund out of the Pool Custodial Account, the Collection Account and, to the
extent that the Santa Anita Loan Pair or any related REO Property is affected,
the Santa Anita Custodial Account against any loss, liability or reasonable
"out-of-pocket" expense (including costs and expenses incurred in connection
with removal of the Special Servicer and Master Servicer pursuant to Sections
7.01 and 7.02, costs and expenses of litigation, and of investigation, counsel
fees, damages, judgments and amounts paid in settlement) arising out of, or
incurred in connection with, this Agreement or the Certificates ("Trustee
Liability"); provided that such loss, liability or expense constitutes an
"unanticipated expense" within the meaning of Treasury regulations section
1.860G-1(b)(3)(ii); and provided, further, that neither the Trustee nor any of
the other above specified Persons shall be entitled to indemnification pursuant
to this Section 8.05(b) for (1) any liability specifically required to be borne
thereby pursuant to the terms of this Agreement, or (2) any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of, or the negligent disregard of, the Trustee's obligations and
duties hereunder, or as may arise from a breach of any representation, warranty
or covenant of the Trustee made herein, or (3) any loss, liability or expense
that constitutes allocable overhead. The provisions of this Section 8.05(b) and
of Section 8.05(c) shall survive any resignation or removal of the Trustee and
appointment of a successor trustee.

         (c) If the Trustee Liability arises from the issuance or sale of the
Certificates and the indemnification provided for in Section 8.05(b) is invalid
or unenforceable, then the Trust Fund shall contribute to the amount paid or
payable by the Trustee as a result of such Trustee Liability in such proportion
as is appropriate to reflect the relative fault of any of the other parties on
the one hand and the Trustee on the other in connection with the actions or
omissions which resulted in such Trustee Liability, as well as any other
relevant equitable considerations.

(d) The Trustee shall indemnify and hold harmless the Trust Fund against any
losses arising out of any errors made solely by the Trustee in calculating
distributions to be made hereunder and any other calculation or reporting
hereunder (in each case not attributable to information provided to the Trustee
by the Master Servicer or the Special Servicer); provided that such loss arose
by reason of willful misfeasance, bad faith or negligence on the part of the
Trustee. The provisions of this Section 8.05(d) shall survive any resignation or
removal of the Trustee and appointment of a successor trustee.

         SECTION 8.06. Eligibility Requirements for Trustee.

         (a) The Trustee hereunder shall at all times be a bank, a trust
company, an association or a corporation organized and doing business under the
laws of the United States of America or any

                                     -287-
<PAGE>

state thereof or the District of Columbia, authorized under such laws to
exercise trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
banking authority. If such bank, trust company, association or corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this section the combined capital and surplus of such bank, trust
company, association or corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.
The Trustee shall at all times maintain a long-term unsecured debt rating of at
least (a) "AA-" from S&P (or "A+" from S&P, if the Trustee's short-term
unsecured debt rating is at least "A-1" by S&P) and "Aa3" from Moody's, or (b)
in the case of either Rating Agency, (i) "A-" from S&P and "A3" from Moody's, if
a Fiscal Agent meeting the requirements of Section 8.17(a) is then currently
acting in such capacity, or (ii) such other rating as shall not result in an
Adverse Rating Event, as confirmed in writing by such Rating Agency. The
Trustee's acting in such capacity shall not adversely affect the application of
the Prohibited Transaction Exemption to the Investment Grade Certificates. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.07; provided that if the Trustee
shall cease to be so eligible because its combined capital and surplus is no
longer at least $50,000,000 or its long-term unsecured debt rating no longer
conforms to the requirements of the immediately preceding sentence, and if the
Trustee proposes to the other parties hereto to enter into an agreement with
(and reasonably acceptable to) each of them, and if in light of such agreement
the Trustee's continuing to act in such capacity would not (as evidenced in
writing by each Rating Agency) cause an Adverse Rating Event, then upon the
execution and delivery of such agreement the Trustee shall not be required to
resign, and may continue in such capacity, for so long as none of the ratings
assigned by the Rating Agencies to the Certificates is adversely affected
thereby. The bank, trust company, corporation or association serving as Trustee
may have normal banking and trust relationships with the Depositor, the Master
Servicer, the Special Servicer and their respective Affiliates.

         SECTION 8.07. Resignation and Removal of Trustee.

         (a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Master Servicer, the Special Servicer, all Certificateholders and the Santa
Anita Non-Trust Mortgage Loan Noteholder. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor trustee acceptable
to the Depositor by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee and to the successor trustee. A copy of such
instrument shall be delivered to the Master Servicer, the Special Servicer, the
Certificateholders and the Santa Anita Non-Trust Mortgage Loan Noteholder by the
Depositor. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

         (b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, or if the Trustee
shall fail (other than by reason of the failure of either the Master Servicer or
the Special Servicer to timely perform its obligations hereunder or as a result
of other circumstances

                                     -288-
<PAGE>

beyond the Trustee's reasonable control) to timely deliver or otherwise make
available in accordance with this Agreement any current or revised Distribution
Date Statement, CMSA Loan Periodic Update File, CMSA Property File, CMSA
Financial File or other report or statement required by Section 4.02 and such
failure shall continue unremedied for a period of five days after receipt of
written notice by the Trustee of such failure, or if a tax is imposed or
threatened with respect to the Trust Fund by any state in which the Trustee is
located or in which it holds any portion of the Trust Fund, then the Depositor
may remove the Trustee and appoint a successor trustee acceptable to the
Depositor and the Master Servicer by written instrument, in duplicate, which
instrument shall be delivered to the Trustee so removed and to the successor
trustee. A copy of such instrument shall be delivered to the Master Servicer,
the Special Servicer, the Certificateholders and the Santa Anita Non-Trust
Mortgage Loan Noteholder by the successor trustee so appointed.

         (c) The Holders of Certificates entitled to 51% of the Voting Rights
may at any time remove the Trustee and appoint a successor trustee by written
instrument or instruments, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set to the Trustee so removed and one complete set
to the successor trustee so appointed. A copy of such instrument shall be
delivered to the Depositor, the Special Servicer, the remaining
Certificateholders and the Santa Anita Non-Trust Mortgage Loan Noteholder by the
successor trustee so appointed.

         (d) In the event that the Trustee is terminated or removed pursuant to
this Section 8.07, all of its and any corresponding Fiscal Agent's rights and
obligations under this Agreement and in and to the Trust Mortgage Loans shall be
terminated, other than any rights or obligations that accrued prior to the date
of such termination or removal (including the right to receive all fees,
expenses and other amounts (including P&I Advances and any accrued interest
thereon) accrued or owing to it under this Agreement, with respect to periods
prior to the date of such termination or removal, and no termination without
cause shall be effective until the payment of such amounts to the Trustee and
such Fiscal Agent).

         (e) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.

         SECTION 8.08. Successor Trustee.

         (a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the Master Servicer, the
Special Servicer and to the predecessor trustee an instrument accepting such
appointment hereunder and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The predecessor trustee
shall deliver to the successor trustee (at the expense of the Certificateholders
that effected the removal, if the Trustee has been removed in accordance with
Section 8.07(c) without cause or if such expenses are not paid by such
Certificateholders within ninety (90) days after they are incurred, at the
expense of the Trust, provided that such Certificateholders shall remain liable
to the Trust for such expenses) all Mortgage Files and related documents and
statements held by it hereunder (other than any Mortgage Files at the time held
on its behalf by a third-party Custodian, which

                                     -289-
<PAGE>

Custodian shall become the agent of the successor trustee), and the Depositor,
the Master Servicer, the Special Servicer and the predecessor trustee shall
execute and deliver such instruments and do such other things as may reasonably
be required to more fully and certainly vest and confirm in the successor
trustee all such rights, powers, duties and obligations, and to enable the
successor trustee to perform its obligations hereunder.

         (b) No successor trustee shall accept appointment as provided in this
Section 8.08, unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06.

         (c) Upon acceptance of appointment by a successor trustee as provided
in this Section 8.08, such successor trustee shall mail notice of the succession
of such trustee hereunder to the Depositor, the Master Servicer, the Special
Servicer, the Certificateholders and the Santa Anita Non-Trust Mortgage Loan
Noteholder.

         SECTION 8.09. Merger or Consolidation of Trustee and Fiscal Agent.

         Any entity into which the Trustee or the Fiscal Agent may be merged or
converted, or with which the Trustee or the Fiscal Agent may be consolidated, or
any entity resulting from any merger, conversion or consolidation to which the
Trustee or the Fiscal Agent shall be a party, or any entity succeeding to the
corporate trust business of the Trustee, shall be the successor of the Trustee
or the Fiscal Agent, as the case may be, hereunder, provided such entity shall
be eligible under the provisions of Section 8.06 or Section 8.17, as applicable,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

         SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.

         (a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Trustee shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees,
of all or any part of the Trust Fund, and to vest in such Person or Persons, in
such capacity, such title to the Trust Fund, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Master Servicer and the Trustee may consider necessary
or desirable. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.

         (b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer or the Special Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.

                                     -290-
<PAGE>

         (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

         (d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts vested therein pursuant to the
applicable instrument of appointment and this Section 8.10, shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

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

         SECTION 8.11. Appointment of Custodians.

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

                                     -291-
<PAGE>

requirements (including as to the insurer) as are applicable to any such bond or
policy required to be maintained by the Master Servicer pursuant to Section
3.07.

         SECTION 8.12. Appointment of Authenticating Agents.

         (a) The Trustee may appoint at the Trustee's expense an Authenticating
Agent, which shall be authorized to act on behalf of the Trustee in
authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, with the obligations
and responsibilities herein. Each Authenticating Agent must be organized and
doing business under the laws of the United States of America or of any State,
authorized under such laws to carry on a trust business, have a combined capital
and surplus of at least $15,000,000, and be subject to supervision or
examination by federal or state authorities. Each Authenticating Agent shall be
subject to the same obligations, standard of care, protection and indemnities as
would be imposed on, or would protect, the Trustee hereunder. The 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.

                                     -292-
<PAGE>

         SECTION 8.13. Appointment of Tax Administrators.

         (a) The Trustee may appoint at the Trustee's expense any Person with
appropriate tax-related experience to act as Tax Administrator hereunder;
provided that, in the absence of any other Person appointed in accordance
herewith acting as Tax Administrator, the Trustee agrees to act in such capacity
in accordance with the terms hereof. The appointment of a Tax Administrator
shall not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible for all acts and omissions of the Tax
Administrator. The Trustee shall cause any such Tax Administrator appointed by
it to execute and deliver to the Trustee an instrument in which such Tax
Administrator shall agree to act in such capacity, with the obligations and
responsibilities herein.

         (b) Any Person into which any Tax Administrator may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Tax Administrator shall be a
party, or any Person succeeding to the corporate agency business of any Tax
Administrator, shall continue to be the Tax Administrator without the execution
or filing of any paper or any further act on the part of the Trustee or the Tax
Administrator.

         (c) Any Tax Administrator appointed in accordance with this Section
8.13 may at any time resign by giving at least 30 days' advance written notice
of resignation to the Trustee, the 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 Santa Anita
Non-Trust Mortgage Loan Noteholder and its designees, the Controlling Class
Representative, the Directing Certificateholders 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

                                     -293-
<PAGE>

Prospectus, any private placement memorandum and any other disclosure document
relating to the Certificates, in the form most recently provided to the Trustee
by the Depositor or by any Person designated by the Depositor; (ii) this
Agreement, each Sub-Servicing Agreement delivered to the Trustee since the
Closing Date, the Berkeley & Brown Servicing Agreement and any amendments hereto
or thereto; (iii) all Certificateholder Reports made available to
Certificateholders pursuant to Section 4.02(a) since the Closing Date; (iv) all
Annual Performance Certifications delivered by the Master Servicer and the
Special Servicer, respectively, to the Trustee since the Closing Date; (v) all
Annual Accountants' Reports caused to be delivered by or on behalf of the Master
Servicer and the Special Servicer, respectively, to the Trustee since the
Closing Date; (vi) any and all notices and reports delivered to the Trustee with
respect to any Mortgaged Property as to which the environmental testing
contemplated by Section 3.09(c) revealed that either of the conditions 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), Section 6.11A(a) or Section 6.11C(a); (xi) any
exception report prepared by the Trustee pursuant to Section 2.02(b); (xii) all
notices of a breach of representation and warranty given by or received by the
Trustee with respect to any party hereto; (xiii) any Officer's Certificate
delivered to the Trustee by the Special Servicer in connection with a Final
Recovery Determination pursuant to Section 3.09(h) and (xiv) any and all
reports, statements and other written or electronic information relating to the
Berkeley & Brown Trust Mortgage Loan or the Berkeley & Brown Mortgaged
Properties and/or the borrower under the Berkeley & Brown Trust Mortgage Loan,
to the extent such items were received by the Master Servicer from the Berkeley
& Brown Master Servicer or the Berkeley & Brown Trustee and delivered to the
Trustee since the Closing Date. The Trustee shall provide copies of any and all
of the foregoing items upon written request of any of the parties set forth in
the previous sentence; however, except in the case of the Rating Agencies, the
Trustee shall be permitted to require payment of a sum sufficient to cover the
reasonable costs and expenses of providing such copies. Upon the reasonable
request of any Certificateholder, or any Certificate Owner identified to the
Trustee to the Trustee's reasonable satisfaction, the Trustee shall request from
the Master Servicer copies (at the expense of such Certificateholder or
Certificate Owner if the Master Servicer or Special Servicer charges a fee to
cover the reasonable cost of making such copies available) of any inspection
reports prepared by the Master Servicer or the Special Servicer, copies of any
operating statements, rent rolls and financial statements obtained by the Master
Servicer or the Special Servicer and copies of any CMSA Operating Statement
Analysis Reports and CMSA NOI Adjustment Worksheets prepared by the Master
Servicer or the Special Servicer; and, upon receipt, the Trustee shall make such
items available to the requesting Certificateholder or Certificate Owner.

         In connection with providing access to or copies of the items described
in the preceding paragraph, the Trustee shall require: (i) in the case of
Certificateholders and Certificate Owners, a written confirmation executed by
the requesting Person substantially in the form of Exhibit L-1 (or in such other
form as may be reasonably acceptable to the Trustee) generally to the effect
that such Person is a Certificateholder or a beneficial holder of Book-Entry
Certificates and will keep such information

                                     -294-
<PAGE>

confidential (except that such Certificateholder or Certificate Owner may
provide such information to any other Person that holds or is contemplating the
purchase of any Certificate or interest therein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential); and (ii) in the case of a
prospective purchaser of a Certificate or an interest therein, confirmation
executed by the requesting Person substantially in the form of Exhibit L-2 (or
in such other form as may be reasonably acceptable to the Trustee) generally to
the effect that such Person is a prospective purchaser of a Certificate or an
interest therein, is requesting the information for use in evaluating a possible
investment in Certificates and will otherwise keep such information
confidential.

         (c) The Trustee shall not be liable for providing or disseminating
information in accordance with Section 8.14(a) or (b).

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

         (a) With respect to the Trust's fiscal year 2003 (and with respect to
any subsequent fiscal year for the Trust, if as of the beginning of such
subsequent fiscal year, the Registered Certificates are held (directly or, in
the case of Registered Certificates held in book-entry form, through the
Depository) by at least 300 Holders and/or Depository Participants having
accounts with the Depository), the Trustee shall:

             (i) during such fiscal year, in accordance with the Exchange Act,
   the rules and regulations promulgated thereunder and applicable "no-action
   letters" issued by the Commission, prepare for filing, execute and properly
   and timely file with the Commission monthly, with respect to the Trust, a
   Current Report on Form 8-K with copies of the Distribution Date Statements
   (exclusive of the CMSA Bond Level File and the CMSA Collateral Summary File)
   and, to the extent delivered to the Trustee, all Servicer Reports and such
   other servicing information identified by the Master Servicer or the Special
   Servicer, in writing, to be filed with the Commission (such other servicing
   information, the "Additional Designated Servicing Information");

             (ii) during such fiscal year, (A) monitor for and promptly notify
   the Depositor of the occurrence or existence of any of the matters identified
   in Section 11.11(a) and/or Section 8.15(b) (in each case to the extent that a
   Responsible Officer of the Trustee has actual knowledge thereof), (B)
   cooperate with the Depositor in obtaining all necessary information in order
   to prepare a Current Report on Form 8-K reporting any such matter in
   accordance with the Exchange Act, the rules and regulations promulgated
   thereunder and applicable "no-action letters" issued by the Commission, and
   (C) prepare for filing, execute and promptly file with the Commission a
   Current Report on Form 8-K disclosing any such matter;

             (iii) at the reasonable request of, and in accordance with the
   reasonable directions of, the Certifying Party (as defined in Section
   8.15(d)), prepare for filing, execute and promptly file with the Commission
   an amendment to any Current Report on Form 8-K previously filed with the
   Commission with respect to the Trust; and

             (iv) within 90 days following the end of such fiscal year, prepare
   and properly and timely file with the Commission, with respect to the Trust,
   an Annual Report on Form 10-K,

                                     -295-
<PAGE>

   which complies in all material respects with the requirements of the Exchange
   Act, the rules and regulations promulgated thereunder and applicable
   "no-action letters" issued by the Commission;

provided that (x) the Trustee shall not have any responsibility to file any
items (other than those generated by it) that have not been received in a format
suitable (or readily convertible into a format suitable) for electronic filing
via the EDGAR system and shall not have any responsibility to convert any such
items to such format (other than those items generated by it or that are readily
convertible to such format) and (y) the Depositor shall be responsible for
preparing, executing and filing (via the EDGAR system within fifteen (15) days
following the Closing Date) a Current Report on Form 8-K reporting the
establishment of the Trust and whereby this Agreement is filed as an exhibit.
Each of the other parties to this Agreement shall deliver to the Trustee in the
format required (or readily convertible into the format required) for electronic
filing via the EDGAR system, any and all items (including, in the case of the
Master Servicer and the Special Servicer, all Servicer Reports and Additional
Designated Servicing Information delivered to the Trustee) contemplated to be
filed with the Commission pursuant to this Section 8.15(a).

         All Current Reports on Form 8-K and Annual Reports on Form 10-K that
are to be filed with respect to the Trust pursuant to this Section 8.15(a)
(collectively, including the exhibits thereto, the "Exchange Act Reports"),
exclusive of the initial Current Report on Form 8-K contemplated by clause (y)
of the proviso to the first sentence of the preceding paragraph, which is to be
executed by the Depositor, are (together with the exhibits thereto) herein
referred to as the "Subsequent Exchange Act Reports". The Trustee shall have no
liability to the Certificateholders or the Trust with respect to any failure to
properly prepare or file any of the Subsequent Exchange Act Reports to the
extent that such failure is not the result of any negligence, bad faith or
willful misconduct on its part.

         (b) At all times during the Trust's fiscal year 2003 (and, if as of the
beginning of any other fiscal year for the Trust, the Registered Certificates
are held (directly or, in the case of Registered Certificates held in book-entry
form, through the Depository) by at least 300 Holders and/or Depository
Participants having accounts with the Depository, at all times during such other
fiscal year), the Trustee shall monitor for the occurrence or existence of any
of the following matters:

             (i) any failure of the Trustee to make any monthly distributions to
   the Holders of any Class of Certificates, which failure is not otherwise
   reflected in the Distribution Date Statements and/or Servicer Reports filed
   with the Commission or has not otherwise been reported to the Depositor
   pursuant to any other section of this Agreement;

             (ii) any acquisition or disposition by the Trust of a Mortgage Loan
   or an REO Property (or, in the case of any Berkeley & Brown REO Property, any
   interest therein), which acquisition or disposition has not otherwise been
   reflected in the Distribution Date Statements and/or Servicer Reports filed
   with the Commission or has not otherwise been reported to the Depositor
   pursuant to any other section of this Agreement;

             (iii) any other acquisition or disposition by the Trust of a
   significant amount of assets (other than Permitted Investments, Mortgage
   Loans and REO Properties (or, in the case of any Berkeley & Brown REO
   Property, any interest therein)), other than in the normal course of
   business, which acquisition or disposition has not otherwise been reflected
   in the Distribution Date Statements and/or Servicer Reports filed with the
   Commission or has not otherwise been reported to the Depositor pursuant to
   any other section of this Agreement;

                                     -296-
<PAGE>

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

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

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

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

         provided that (1) the actual knowledge of a Responsible Officer of the
Trustee of any material legal proceedings of which property included in the
Trust Fund is subject or of any material legal proceedings threatened by a
governmental authority is limited (except where the Trustee received information
regarding such proceeding from the Master Servicer or the Special Servicer
pursuant to the next paragraph) to circumstances where it would be reasonable
for the Trustee to identify such property as an asset of, or as securing an
asset of, the Trust or such threatened proceedings as concerning the Trust and
(2) no Responsible Officer of the Trustee shall be deemed to have actual
knowledge of the matters described in clauses (vi) and (vii) of this Section
8.15(b) unless (x) any such matter contemplated in clause (vi) occurred or
related specifically to the Trust or (y) such Responsible Officer was notified
in a written instrument addressed to it.

         Further, each other party to this agreement shall promptly notify the
Trustee of the occurrence or existence of any of the forgoing matters in this
Section 8.15(b) of which a Servicing Officer (in the case of the Master Servicer
or the Special Servicer), a Responsible Officer (in the case of the Fiscal
Agent) or a senior officer (in the case of the Depositor) thereof has actual
knowledge.

         (c) If as of the beginning of any fiscal year for the Trust (other than
fiscal year 2003), the Registered Certificates are held (directly or, in the
case of Registered Certificates held in book-entry form, through the Depository)
by less than 300 Holders and/or Depository Participants having accounts with the
Depository, the Trustee shall, in accordance with the Exchange Act and the rules
and regulations promulgated thereunder, timely file a Form 15 with respect to
the Trust suspending all reporting requirements under the Exchange Act.

         (d) As and to the extent required by the Sarbanes-Oxley Act of 2002
(the "Sarbanes-Oxley Act") and the rules adopted by the Commission with respect
thereto, all Annual Reports on Form 10-K filed with the Commission shall include
such certification as complies in form and substance with the Sarbanes-Oxley Act
and the rules and regulations promulgated thereunder (such certification, the
"Sarbanes-Oxley Certification"; any party hereto whose officer is to sign, in
accordance with the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder, any Sarbanes-Oxley Certification with respect to the Trust, a
"Certifying Party"; and any officer who is to sign, in accordance with the
Sarbanes-Oxley Act and the rules and regulations promulgated thereunder, any

                                     -297-
<PAGE>

Sarbanes-Oxley Certification, a "Certifying Officer"). Upon request of any
Rating Agency, the Trustee shall deliver a copy of such Sarbanes-Oxley
Certification to such Rating Agency.

         (e) Any of the Depositor, the Trustee or the Master Servicer may be the
Certifying Party with respect to a Sarbanes-Oxley Certification filed as part of
an Annual Report on Form 10-K relating to the Trust; provided that no officer of
either the Trustee or the Master Servicer shall be responsible for being the
sole signatory of any Sarbanes-Oxley Certification to be filed in connection
with the Trust. In connection with the filing of any Annual Report on Form 10-K
with respect to the Trust as contemplated by Section 8.15(a), the Certifying
Party shall, no later than 10 days prior to the date on which the Trustee has
indicated its intention to file such report, cause its Certifying Officer to
execute and deliver to the Trustee, with respect to the Trust, for filing with
such Annual Report on Form 10-K, the Sarbanes-Oxley Certification that is to be
included as part of such Annual Report on Form 10-K.

         (f) No later than five Business Days (or, in the case of an Annual
Report on Form 10-K, 20 days) prior to any filing of a Subsequent Exchange Act
Report that is to be made with respect to the Trust as contemplated by Section
8.15(a), the Trustee shall deliver a copy of such report, together with all
exhibits thereto, for review by the Depositor and the Special Servicer. Promptly
upon receipt of any such report and the accompanying exhibits, the Depositor and
the Special Servicer shall promptly (and in any event within two Business Days)
review such report and the accompanying exhibits and notify the Trustee of any
material misstatements or omissions relating thereto that come to its attention,
which material misstatements or omissions the Trustee shall correct (with
written evidence of such correction to be sent to the Depositor, the Master
Servicer and the Special Servicer) prior to the filing of such report and the
accompanying exhibits.

         (g) No later than 10 days prior to the date on which the Trustee has
indicated its intention to file any Annual Report on Form 10-K with respect to
the Trust (but no earlier than March 20 of the year in which such Annual Report
on Form 10-K is to be filed), unless the Trustee is to be the Certifying Party,
the Trustee shall cause the appropriate officer of the Trustee (i.e., the
officer thereof that would have qualified as a Certifying Officer) to execute
and deliver to each Certifying Party and Certifying Officer a certification (a
"Trustee Backup Certification"), which Trustee Backup Certification shall be in
the form of Exhibit P attached hereto. The Trustee shall indemnify and hold
harmless each Certifying Party and Certifying Officer to whom it delivers any
Trustee Backup Certification for all losses, liabilities, claims, damages, costs
and expenses (including reasonable attorneys' fees and expenses) resulting from
a breach of any certification made in such Trustee Backup Certification, as well
as any other losses, claims, damages, costs and expenses (including reasonable
attorneys' fees and expenses) incurred by such Certifying Party or Certifying
Officer, as the case may be, in connection with the execution and delivery of
the subject Sarbanes-Oxley Certification resulting from the negligence, bad
faith or willful misfeasance of the Trustee in connection with the performance
by the Trustee of its duties hereunder.

         (h) No later than 10 days prior to the date on which the Trustee has
indicated its intention to file any Annual Report on Form 10-K with respect to
the Trust (but no earlier than March 20 of the year in which such Annual Report
on Form 10-K is to be filed), unless the Master Servicer is to be the Certifying
Party, the Master Servicer shall cause the appropriate officer of the Master
Servicer (i.e., the officer thereof that would have qualified as a Certifying
Party) to execute and deliver to each Certifying Party and Certifying Officer a
certification (a "Master Servicer Backup Certification"), which

                                     -298-
<PAGE>

Master Servicer Backup Certification shall be in the form of Exhibit Q attached
hereto. The Master Servicer shall indemnify and hold harmless each Certifying
Party and Certifying Officer to whom it delivers any Master Servicer Backup
Certification for all losses, liabilities, claims, damages, costs and expenses
(including reasonable attorneys' fees and expenses) resulting from a breach of
any certification made in such Master Servicer Backup Certification, as well as
any other losses, claims, damages, costs and expenses (including reasonable
attorneys' fees and expenses) incurred by such Certifying Party or Certifying
Officer, as the case may be, in connection with the execution and delivery of
the subject Sarbanes-Oxley Certification, in each case, resulting from the
negligence, bad faith or willful misfeasance of the Master Servicer in
connection with the performance by the Master Servicer of its duties hereunder.

         (i) No later than 10 days prior to the date on which the Trustee has
indicated its intention to file any Annual Report on Form 10-K (but no earlier
than March 20 of the year in which such Annual Report on From 10-K is to be
filed) with respect to the Trust, the Special Servicer shall cause the
appropriate officer of the Special Servicer (i.e., the officer thereof that
would have qualified as a Certifying Party) to execute and deliver to each
Certifying Party and Certifying Officer a certification (a "Special Servicer
Backup Certification"), which Special Servicer Backup Certification shall be in
the form of Exhibit R attached hereto. The Special Servicer shall indemnify and
hold harmless each Certifying Party and Certifying Officer to whom it delivers
any Special Servicer Backup Certification for all losses, liabilities, claims,
damages, costs and expenses (including reasonable attorneys' fees and expenses)
resulting from a breach of any certification made in such Special Servicer
Backup Certification, as well as any other losses, claims, damages, costs and
expenses (including reasonable attorneys' fees and expenses) incurred by such
Certifying Party or Certifying Officer, as the case may be, in connection with
the execution and delivery of the subject Sarbanes-Oxley Certification resulting
from the negligence, bad faith or willful misfeasance of the Special Servicer in
connection with the performance by the Special Servicer of its duties hereunder.

(j) No later than 10 days prior to the date on which the Trustee has indicated
its intention to file the Annual Report on Form 10-K with respect to the Trust
for fiscal year 2003, unless the Depositor is to be the Certifying Party, the
Depositor shall cause an officer of the Depositor to execute and deliver to each
Certifying Party and Certifying Officer a certification (a "Depositor Backup
Certification"), which Depositor Backup Certification shall be in a form
mutually acceptable to the Certifying Party and the Depositor. The Depositor
shall indemnify and hold harmless each Certifying Party and Certifying Officer
to whom it delivers any Depositor Backup Certification for any and all losses,
liabilities, claims, damages, costs and expenses (including reasonable
attorneys' fees and expenses) incurred by such Certifying Party or Certifying
Officer resulting from a breach of any certification made in such Depositor
Backup Certification.

         (k) The respective parties hereto agree to cooperate with all
reasonable requests made by any Certifying Party or Certifying Officer in
connection with such Person's attempt to conduct any due diligence that such
Person reasonably believes to be appropriate in order to allow it to deliver any
Sarbanes-Oxley Certification or portion thereof with respect to the Trust.

         (l) Unless the other parties hereto receive written notice from the
Trustee to the contrary, the Trustee hereby certifies that it intends to file
any Annual Report on Form 10-K with respect to the Trust for any particular
fiscal year on the last Business Day that is not more than 90 days following the
end of such fiscal year. Unless an alternative time period is provided for in
this

                                     -299-
<PAGE>

Agreement, the respective parties hereto shall deliver to the Trustee, not more
than 60 days following the end of such fiscal year, any items required to be
delivered by such party that are to be an exhibit to such Annual Report on Form
10-K.

         (m) In the event the parties to this Agreement desire to further
clarify or amend any provision of this Section 8.15, this Agreement shall be
amended to reflect the new agreement between the parties covering matters in
this Section 8.15 pursuant to Section 11.01, which amendment shall not require
any Opinion of Counsel or Rating Agency confirmations or the consent of any
Certificateholder or the Santa Anita Non-Trust Mortgage Loan Noteholder;
provided that no such amendment shall diminish the filing requirements under
this Section 8.15 on the part of the parties to this Agreement, as a collective
whole, in contravention of applicable law.

         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 Santa Anita Non-Trust Mortgage Loan Noteholder, as of
the Closing Date, that:

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

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

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

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

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

                                     -300-
<PAGE>

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

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

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

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

             (ix) The Trustee is an "Institutional Lender/Owner", as such term
   is defined in the Berkeley & Brown Co-Lender Agreement.

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

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

         SECTION 8.17. The Fiscal Agent.

(a) The Fiscal Agent shall at all times maintain a long-term unsecured debt
rating of no less than "AA-" from S&P (or "A+" from S&P, if the Fiscal Agent's
short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3" from
Moody's, or, in the case of either Rating Agency, such other rating as shall not
result in an Adverse Rating Event, as confirmed in writing by such Rating
Agency.

         (b) To the extent that the Trustee is required, pursuant to the terms
of this Agreement, to make any Advance, whether as successor master servicer or
otherwise, and has failed to do so in accordance with the terms hereof, the
Fiscal Agent shall make such Advance when and as required by the terms of this
Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee
hereunder. To the extent that the Fiscal Agent makes an Advance pursuant to this
Section 8.17(b) or otherwise pursuant to this Agreement, the obligations of the
Trustee under this Agreement in respect of such

                                     -301-
<PAGE>

Advance shall be satisfied. Notwithstanding anything contained in this Agreement
to the contrary, the Fiscal Agent shall be entitled to all limitations on
liability, rights of reimbursement and indemnities that the Trustee is entitled
to hereunder as if it were the Trustee.

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

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

         (e) The Trustee shall promptly notify the other parties hereto, the
Certificateholders and the Santa Anita Non-Trust Mortgage Loan Noteholder in
writing of the appointment, resignation or removal of any Fiscal Agent.

         SECTION 8.18. Representations and Warranties of Fiscal Agent.

         (a) The Fiscal Agent hereby represents and warrants to each of the
other parties hereto and for the benefit of the Certificateholders and the Santa
Anita Non-Trust Mortgage Loan Noteholder, as the Closing Date, that:

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

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

                                     -302-
<PAGE>

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

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

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

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

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

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

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


                                     -303-
<PAGE>

                                   ARTICLE IX

                                   TERMINATION


         SECTION 9.01. Termination Upon Repurchase or Liquidation of All Trust
                       Mortgage Loans.

         Subject to Section 9.02, the Trust Fund and the respective obligations
and responsibilities under this Agreement of the Depositor, the Master Servicer,
the Special Servicer, the Fiscal Agent and the Trustee (other than the
obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment): (i) to the Certificateholders of all amounts held by or
on behalf of the Trustee and required hereunder to be so paid on the
Distribution Date following the earlier to occur of (A) the purchase by the
Depositor, Lehman Brothers, the Special Servicer, any Controlling Class
Certificateholder or the Master Servicer of all the Trust Mortgage Loans and
each REO Property remaining in the Trust Fund at a price equal to (1) the sum
(x) of the aggregate Purchase Price of all the Trust Mortgage Loans and (y) the
aggregate Appraised Values of any REO Properties then included in the Trust
Fund, minus (2) if the purchaser is the Master Servicer or the Special Servicer,
the aggregate amount of unreimbursed Advances made by such Person, together with
any interest accrued and payable to such Person in respect of unreimbursed
Advances in accordance with Section 3.11(g) and, in the case of the Master
Servicer, Section 4.03(d), and any unpaid servicing compensation remaining
outstanding (which items shall be deemed to have been paid or reimbursed to the
Master Servicer or the Special Servicer, as the case may be, in connection with
such purchase), (B) the exchange by all the Certificateholders of all the
Certificates for all the Trust Mortgage Loans and each REO Property remaining in
the Trust Fund in the manner set forth below in this Section 9.01 and (C) the
final payment or other liquidation (or any advance with respect thereto) of the
last Trust Mortgage Loan or REO Property remaining in the Trust Fund; and (ii)
to the Trustee, the Fiscal Agent, the Master Servicer, the Special Servicer and
the members, managers, officers, directors, employees and/or agents of each of
them of all amounts which may have become due and owing to any of them
hereunder; provided, however, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James, living on the date hereof.

         Each of the Depositor, Lehman Brothers, the Special Servicer, any
Controlling Class Certificateholder (with priority among such Holders being
given to the Holder of Certificates representing the greatest Percentage
Interest in the Controlling Class) or the Master Servicer, in that order of
priority (with the Depositor having the most senior priority), may at its option
elect to purchase all of the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund as contemplated by clause (i) of the preceding
paragraph by giving written notice to the other parties hereto no later than 60
days prior to the anticipated date of purchase; provided, however, that (i) the
aggregate Stated Principal Balance of the Mortgage Pool at the time of such
election is less than 1.0% of the aggregate Certificate Principal Balance of all
the Principal Balance Certificates as of the Closing Date, and (ii) no such
Person shall have the right to effect such a purchase if, within 30 days
following its delivery of a notice of election pursuant to this paragraph, any
other such Person with a higher priority shall give notice of its election to
purchase all of the Trust Mortgage Loans and each REO Property remaining in the
Trust Fund and shall thereafter effect such purchase in accordance with the
terms hereof. If the Trust Fund is to be terminated in connection with the
Master Servicer's, the Special Servicer's, a Controlling Class

                                     -304-
<PAGE>

Certificateholder's, Lehman Brothers' or the Depositor's purchase of all of the
Trust Mortgage Loans and each REO Property remaining in the Trust Fund, the
Master Servicer, the Special Servicer, such Controlling Class Certificateholder,
Lehman Brothers or the Depositor, as applicable, shall deliver to the Trustee
not later than the fifth Business Day preceding the Distribution Date on which
the final distribution on the Certificates is to occur: (x) for deposit in the
Pool Custodial Account, an amount in immediately available funds equal to the
above-described purchase price (provided, however, that if the REO Property
relating to the Santa Anita Loan Pair is being purchased pursuant to the
foregoing, the portion of the above-described purchase price allocable to such
REO Property shall initially be deposited into Santa Anita Custodial Account);
and (y) an Opinion of Counsel, at the expense of the party effecting the
purchase, stating that the termination of the Trust satisfies the requirements
of a qualified liquidation under Section 860F of the Code and any regulations
thereunder. In addition, the Master Servicer shall transfer to the Collection
Account all amounts required to be transferred thereto on such Master Servicer
Remittance Date from the Pool Custodial Account pursuant to the first paragraph
of Section 3.04(b), together with any other amounts on deposit in the Pool
Custodial Account that would otherwise be held for future distribution. Upon
confirmation that such final deposits have been made, subject to Section 3.25,
the Trustee shall release or cause to be released to the Master Servicer, the
Special Servicer, the purchasing Controlling Class Certificateholder, Lehman
Brothers or the Depositor, as applicable, the Mortgage Files for the remaining
Trust Mortgage Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the Master Servicer, the Special Servicer, the
purchasing Controlling Class Certificateholder, Lehman Brothers or the
Depositor, as applicable, as shall be necessary to effectuate transfer of the
Trust Mortgage Loans and REO Properties to the Master Servicer, the Special
Servicer, the purchasing Controlling Class Certificateholder, Lehman Brothers or
the Depositor (or their respective designees), as applicable. Any transfer of
Trust Mortgage Loans, except in the case of the Santa Anita Trust Mortgage Loan
or the Berkeley & Brown Trust Mortgage Loan, pursuant to this paragraph shall be
on a servicing-released basis; and, if any Trust Mortgage Loan purchased
pursuant to this Section 9.01 is the Santa Anita Trust Mortgage Loan, the
release, endorsement or assignment of the documents constituting the related
Mortgage File and Servicing File shall be in the manner contemplated by Section
3.25.

         Following the date on which the aggregate Certificate Principal Balance
of the Class A-1, A-2, A-3, A-4, A-1b, B, C, D, E, F and G Certificates is
reduced to zero, all the remaining Certificateholders, acting together (each
having agreed in writing to so act, a copy of which writing shall be delivered
to the Trustee), shall have the right, with the consent of the Master Servicer,
to exchange all of the Certificates for all of the Trust Mortgage Loans and each
REO Property remaining in the Trust Fund as contemplated by clause (i)(B) of the
first paragraph of this Section 9.01(a), by giving written notice to all the
parties hereto and the Santa Anita Non-Trust Mortgage Loan Noteholder no later
than 60 days prior to the anticipated date of exchange; provided that no such
exchange may occur if any of the remaining REO Properties relates to the Santa
Anita Loan Pair. In the event that all the Certificateholders elect (as
evidenced by a writing signed by each Certificateholder and delivered to the
Trustee) to exchange all of the Certificates for all of the Trust Mortgage Loans
and, subject to the preceding sentence, each REO Property remaining in the Trust
Fund, the Certificateholders, not later than the fifth Business Day preceding
the Distribution Date on which the final distribution on the Certificates is to
occur, shall (i) deposit in the applicable Custodial Account an amount in
immediately available funds equal to all amounts then due and owing to the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent pursuant to Section 3.05(a) or Section 3.05A, as applicable, or that may
be withdrawn from the Collection Account pursuant to Section 3.05(b), but only
to the extent that such amounts are not already on deposit in such Custodial
Account and (ii) pay to the

                                     -305-
<PAGE>

Trustee an amount, in immediately available funds, equal to $5,000.00. In
addition, the Master Servicer shall transfer to the Collection Account all
amounts required to be transferred thereto on the related Master Servicer
Remittance Date from the Pool Custodial Account pursuant to the first paragraph
of Section 3.04(b). Upon confirmation that such final deposits have been made
and following the surrender of all the Certificates on the final Distribution
Date, the Trustee shall release or cause to be released to the
Certificateholders or any designee thereof, the Mortgage Files for the remaining
Trust Mortgage Loans and REO Properties and shall execute all assignments,
endorsements and other instruments furnished to it by the Certificateholders as
shall be necessary to effectuate transfer of the Trust Mortgage Loans and REO
Properties remaining in the Trust Fund. Any transfer of Trust Mortgage Loans,
except in the case of the Santa Anita Trust Mortgage Loan or the Berkeley &
Brown Trust Mortgage Loan, pursuant to this paragraph shall be on a
servicing-released basis; and, if any Trust Mortgage Loan exchanged pursuant to
this Section 9.01 is the Santa Anita Trust Mortgage Loan, the release,
endorsement or assignment of the documents constituting the related Mortgage
File and Servicing File shall be in the manner contemplated by Section 3.25.

         Notice of any termination shall be given promptly by the Trustee by
letter to Certificateholders and the Non-Trust Mortgage Loan Noteholders mailed
(a) if such notice is given in connection with the Depositor's, the Master
Servicer's, the Special Servicer's, Lehman Brothers' or a Controlling Class
Certificateholder's purchase of the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund, not earlier than the 15th day and not later than
the 25th day of the month next preceding the month of the final distribution on
the Certificates or (b) otherwise during the month of such final distribution on
or before the eighth day of such month, in each case specifying (i) the
Distribution Date upon which the Trust Fund will terminate and final payment of
the Certificates will be made, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the offices of the Certificate Registrar or such other location
therein designated. The Trustee shall give such notice to the Master Servicer,
the Special Servicer and the Depositor at the time such notice is given to
Certificateholders.

         Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Collection Account that are allocable to payments on the Class of
Certificates so presented and surrendered. Amounts on deposit in the Collection
Account as of the Final Distribution Date, up to the Net Available Distribution
Amount for the Final Distribution Date, shall be allocated in the following
order of priority, in each case to the extent of remaining available funds:

             (i) to distributions of interest to the Holders of the respective
   Classes of the Senior Certificates, up to an amount equal to, and pro rata in
   accordance with, all Distributable Certificate Interest in respect of each
   such Class of Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

             (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;

                                     -306-
<PAGE>

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

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

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

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

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

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

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

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

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

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

             (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;

                                     -307-
<PAGE>

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

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

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

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

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

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

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

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

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

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

             (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;

                                     -308-
<PAGE>

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

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

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

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

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

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

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

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

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

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

             (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;


                                      -309-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                     -310-
<PAGE>

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

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

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

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

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

             (lii) to distributions to the Holders of the Class R-III
   Certificates, up to an amount equal to the excess, if any, of (A) the
   aggregate distributions (other than distributions of Net Prepayment
   Consideration) deemed made in respect of the REMIC II Regular Interests on
   such Distribution Date pursuant to Section 4.01(l), over (B) the aggregate
   distributions made in respect of the Regular Interest Certificates on such
   Distribution Date pursuant to clauses (i) through (li) above, out of the
   Class BA Available Distribution Amount pursuant to the second following
   paragraph and/or out of the Class SU Available Distribution Amount pursuant
   to the third following paragraph;

             (liii) to distributions to the Holders of the Class R-II
   Certificates, up to an amount equal to the excess, if any, of (A) the
   aggregate distributions (other than distributions of Net Prepayment
   Consideration) deemed made in respect of the REMIC I Regular Interests on
   such Distribution Date pursuant to Section 4.01(m), 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(l); and

             (liv) to distributions to the Holders of the Class R-I
   Certificates, up to an amount equal to the balance, if any, of the Net
   Available Distribution Amount for such Distribution Date remaining after the
   distributions to be made on such Distribution Date pursuant to clauses (i)
   through (liii) above.

         All distributions of interest made in respect of the Class X-CP
Certificates and the Class X-CL Certificates on the final Distribution Date
pursuant to clause (i) of the preceding paragraph, shall be deemed to have been
made, in the case of each such Class, in respect of the respective REMIC III
Components of such Class, pro rata in accordance with the respective amounts of
Distributable

                                     -311-
<PAGE>

Component Interest in respect of such REMIC III Components for such Distribution
Date and, to the extent not previously deemed paid pursuant to Section 4.01(a),
for all prior Distribution Dates.

         Amounts on deposit in the Collection Account as of the Final
Distribution Date that represent the Class BA Available Distribution Amount for
such Final Distribution Date shall be allocated in the following order of
priority, in each case to the extent of remaining available funds:

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

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

             (iii) to make distributions to the Holders of the Class BA
   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 BA Certificates pursuant to Section 4.04(a) and not previously
   reimbursed.

         Amounts on deposit in the Collection Account as of the Final
Distribution Date that represent the Class SU Available Distribution Amount for
such Final Distribution Date shall be allocated in the following order of
priority, in each case to the extent of remaining available funds:

             (i) to make distributions of interest to the Holders of the Class
   X-SU and Class SU-1 Certificates, up to an amount equal to, and pro rata as
   between such Classes in accordance with, all Distributable Certificate
   Interest in respect of each such Class of Certificates for such Distribution
   Date and, to the extent not previously paid, for all prior Distribution
   Dates, if any;

             (ii) to make distributions of principal to the Holders of the Class
   SU-1 Certificates, up to an amount equal to the Class Principal Balance of
   the Class SU-1 Certificates outstanding immediately prior such Distribution
   Date;

             (iii) to make distributions to the Holders of the Class SU-1
   Certificates, up to an amount equal to, and in reimbursement of, all Realized
   Losses and Additional Trust Fund Expenses, if any, previously allocated to
   the Class SU-1 Certificates pursuant to Section 4.04(a) and not previously
   reimbursed;

             (iv) to make distributions of interest to the Holders of the Class
   SU-2 Certificates, up to an amount equal to all Distributable Certificate
   Interest in respect of the Class SU-2 Certificates for such Distribution Date
   and, to the extent not previously paid, for all prior Distribution Dates, if
   any;

             (v) to make distributions of principal to the Holders of the Class
   SU-2 Certificates, up to an amount equal to the Class Principal Balance of
   the Class SU-2 Certificates outstanding immediately prior to such
   Distribution Date;

                                     -312-
<PAGE>

             (vi) to make distributions to the Holders of the Class SU-2
   Certificates, up to an amount equal to, and in reimbursement of, all Realized
   Losses and Additional Trust Fund Expenses, if any, previously allocated to
   the Class SU-2 Certificates pursuant to Section 4.04(a) and not previously
   reimbursed;

             (vii) to make distributions of interest to the Holders of the Class
   SU-3 Certificates, up to an amount equal to all Distributable Certificate
   Interest in respect of the Class SU-3 Certificates for such Distribution Date
   and, to the extent not previously paid, for all prior Distribution Dates, if
   any;

             (viii) to make distributions of principal to the Holders of the
   Class SU-3 Certificates, up to an amount equal to the Class Principal Balance
   of the Class SU-3 Certificates outstanding immediately prior to such
   Distribution Date;

             (ix) to make distributions to the Holders of the Class SU-3
   Certificates, up to an amount equal to, and in reimbursement of, all Realized
   Losses and Additional Trust Fund Expenses, if any, previously allocated to
   the Class SU-3 Certificates pursuant to Section 4.04(a) and not previously
   reimbursed;

             (x) to make distributions of interest to the Holders of the Class
   SU-4 Certificates, up to an amount equal to all Distributable Certificate
   Interest in respect of the Class SU-4 Certificates for such Distribution Date
   and, to the extent not previously paid, for all prior Distribution Dates, if
   any;

             (xi) to make distributions of principal to the Holders of the Class
   SU-4 Certificates, up to an amount equal to the Class Principal Balance of
   the Class SU-4 Certificates outstanding immediately prior to such
   Distribution Date;

             (xii) to make distributions to the Holders of the Class SU-4
   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 SU-4 Certificates pursuant to Section 4.04(a) and not previously
   reimbursed;

             (xiii) to make distributions of interest to the Holders of the
   Class SU-5 Certificates, up to an amount equal to all Distributable
   Certificate Interest in respect of the Class SU-5 Certificates for such
   Distribution Date and, to the extent not previously paid, for all prior
   Distribution Dates, if any;

             (xiv) to make distributions of principal to the Holders of the
   Class SU-5 Certificates, up to an amount equal to the Class Principal Balance
   of the Class SU-5 Certificates outstanding immediately prior to such
   Distribution Date;

             (xv) to make distributions to the Holders of the Class SU-5
   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 SU-5 Certificates pursuant to Section 4.04(a) and not previously
   reimbursed;

                                     -313-
<PAGE>

             (xvi) to make distributions of interest to the Holders of the Class
   SU-6 Certificates, up to an amount equal to all Distributable Certificate
   Interest in respect of the Class SU-6 Certificates for such Distribution Date
   and, to the extent not previously paid, for all prior Distribution Dates, if
   any;

             (xvii) to make distributions of principal to the Holders of the
   Class SU-6 Certificates, up to an amount equal to the Class Principal Balance
   of the Class SU-6 Certificates outstanding immediately prior to such
   Distribution Date;

             (xviii) to make distributions to the Holders of the Class SU-6
   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 SU-6 Certificates pursuant to Section 4.04(a) and not previously
   reimbursed;

             (xix) to make distributions of interest to the Holders of the Class
   SU-7 Certificates, up to an amount equal to all Distributable Certificate
   Interest in respect of the Class SU-7 Certificates for such Distribution Date
   and, to the extent not previously paid, for all prior Distribution Dates, if
   any;

             (xx) to make distributions of principal to the Holders of the Class
   SU-7 Certificates, up to an amount equal to the Class Principal Balance of
   the Class SU-7 Certificates outstanding immediately prior to such
   Distribution Date; and

             (xxi) to make distributions to the Holders of the Class SU-7
   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 SU-7 Certificates pursuant to Section 4.04(a) and not previously
   reimbursed.

         All distributions of interest made in respect of the Class X-SU
Certificates on the Final Distribution Date pursuant to clause (i) above, shall
be deemed to have been made in respect of the respective REMIC III Components of
such Class, pro rata in accordance with the respective amounts of Distributable
Component Interest in respect of such REMIC III Components for such Distribution
Date and, to the extent not previously deemed paid pursuant to Section 4.01(d),
for all prior Distribution Dates.

         Any Prepayment Premiums and Yield Maintenance Charges on deposit in the
Collection Account as of the final Distribution Date (net of any Workout Fees
and/or Liquidation Fees payable therefrom) shall be distributed among the
Holders of the Class X-CL, Class X-CP, Class A-1, Class A-2, Class A-3, Class
A-4, Class A-1b, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class BA, Class X-SU, Class SU-1, Class SU-2, Class SU-3,
Class SU-4, Class SU-5, Class SU-6 and/or Class SU-7 Certificates in accordance
with Section 4.01(e).

         Any amounts representing Additional Interest on deposit in the
Collection Account as of the Final Distribution Date shall be distributed to the
Holders of the Class V Certificates in accordance with Section 4.01(f).

         Any funds not distributed to any Holder or Holders of Certificates of
any Class on the Final Distribution Date because of the failure of such Holder
or Holders to tender their Certificates shall,

                                     -314-
<PAGE>

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(m) and then from REMIC II to REMIC III on the various REMIC II
Regular Interests in accordance with Section 4.01(l).

         SECTION 9.02. Additional Termination Requirements.

         (a) If the Depositor, Lehman Brothers, any Controlling Class
Certificateholder, the Special Servicer or the Master Servicer purchases all of
the Trust Mortgage Loans and each REO Property remaining in the Trust Fund as
provided in Section 9.01, the Trust Fund (and, accordingly, each REMIC Pool)
shall be terminated in accordance with the following additional requirements,
unless the Person effecting such purchase obtains at its own expense and
delivers to the Trustee and the Tax Administrator, an Opinion of Counsel,
addressed to the Trustee and the Tax Administrator, to the effect that the
failure of the Trust Fund to comply with the requirements of this Section 9.02
will not result in an Adverse REMIC Event or an Adverse Grantor Trust Event:

             (i) the Tax Administrator shall specify the first day in the 90-day
   liquidation period in a statement attached to the final Tax Return for each
   REMIC Pool pursuant to Treasury regulations section 1.860F-1 and shall
   satisfy all requirements of a qualified liquidation under Section 860F of the
   Code and any regulations thereunder as set forth in the Opinion of Counsel
   obtained pursuant to Section 9.01 from the party effecting the purchase of
   all the Trust Mortgage Loans and REO Property remaining in the Trust Fund;

             (ii) during such 90-day liquidation period and at or prior to the
   time of making of the final payment on the Certificates, the Trustee shall
   sell all of the assets of REMIC I 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

                                     -315-
<PAGE>

   in accordance with Section 9.01 all cash on hand (other than cash retained to
   meet claims), and each REMIC Pool shall terminate at that time.

         (b) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Tax Administrator to specify the 90-day liquidation
period for each REMIC Pool, which authorization shall be binding upon all
successor Certificateholders.

         SECTION 9.03. Berkeley & Brown Trust Mortgage Loan.

         References to "REO Property" and "REO Properties" in Sections 9.01 and
9.02 shall be deemed to include the Trust's rights with respect to any REO
Property relating to the Berkeley & Brown Trust Mortgage Loan and such rights
shall be taken into account in calculating the Purchase Price.



                                     -316-
<PAGE>

                                   ARTICLE X

                            ADDITIONAL TAX PROVISIONS


         SECTION 10.01. REMIC Administration.

         (a) The Tax Administrator shall elect to treat each REMIC Pool as a
REMIC under the Code and, if necessary, under applicable state law. Such
election will be made on Form 1066 or other appropriate federal or state Tax
Returns for the taxable year ending on the last day of the calendar year in
which the Certificates are issued.

         (b) The REMIC I Regular Interests, the REMIC II Regular Interests and
the Regular Interest Certificates (or, in the case of the Class X-CP, Class X-CL
and Class X-SU Certificates, each of the REMIC III Components of each such
Class) are hereby designated as "regular interests" (within the meaning of
Section 860G(a)(1) of the Code) in REMIC I, REMIC II and REMIC III,
respectively. The Class R-I Certificates, the Class R-II Certificates and the
Class R-III Certificates are hereby designated as the single class of "residual
interests" (within the meaning of Section 860G(a)(2) of the Code) in REMIC I,
REMIC II and REMIC III, respectively. None of the Master Servicer, the Special
Servicer or the Trustee shall (to the extent within its control) permit the
creation of any other "interests" in REMIC I, REMIC II or REMIC III (within the
meaning of Treasury regulations section 1.860D-1(b)(1)).

(c) The Closing Date is hereby designated as the "startup day" of each REMIC
Pool within the meaning of Section 860G(a)(9) of the Code.

(d) The related Plurality Residual Interest Certificateholder as to the
applicable taxable year is hereby designated as the Tax Matters Person of each
REMIC Pool, and shall act on behalf of the related REMIC in relation to any tax
matter or controversy and shall represent the related REMIC in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority; provided that the Tax Administrator is hereby
irrevocably appointed to act and shall act (in consultation with the Tax Matters
Person for each REMIC Pool) as agent and attorney-in-fact for the Tax Matters
Person for each REMIC Pool in the performance of its duties as such.

         (e) For purposes of Treasury regulations section 1.860G-1(a)(4)(iii),
the related Legal Final Distribution Date has been designated the "latest
possible maturity date" of each REMIC I Regular Interest, each REMIC II Regular
Interest and each Class of Regular Interest Certificates (or, in the case of the
Class X-CP, Class X-CL and Class X-SU Certificates, each REMIC III Component of
each such Class).

         (f) Except as otherwise provided in Section 3.17(a) and subsections (i)
and (j) below, the Tax Administrator shall pay out of its own funds any and all
routine tax administration expenses of the Trust Fund incurred with respect to
each REMIC Pool (but not including any professional fees or expenses related to
audits or any administrative or judicial proceedings with respect to the Trust
Fund that involve the IRS or state tax authorities which extraordinary expenses
shall be payable or reimbursable to the Tax Administrator from the Trust Fund
(exclusive of the Grantor Trusts Assets), unless otherwise provided in Section
10.01(i) or 10.01(j)).

                                     -317-
<PAGE>

         (g) Within 30 days after the Closing Date, the Tax Administrator shall
prepare and file with the IRS Form 8811, "Information Return for Real Estate
Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the Trust Fund. In addition, the Tax Administrator shall
prepare, sign and file all of the other Tax Returns in respect of each REMIC
Pool. The expenses of preparing and filing such returns shall be borne by the
Tax Administrator without any right of reimbursement therefor. The other parties
hereto shall provide on a timely basis to the Tax Administrator or its designee
such information with respect to each REMIC Pool as is in its possession and
reasonably requested by the Tax Administrator to enable it to perform its
obligations under this Section 10.01. Without limiting the generality of the
foregoing, the Depositor, within ten days following the Tax Administrator's
request therefor, shall provide in writing to the Tax Administrator such
information as is reasonably requested by the Tax Administrator for tax
purposes, as to the valuations and issue prices of the Certificates, and the Tax
Administrator's duty to perform its reporting and other tax compliance
obligations under this Section 10.01 shall be subject to the condition that it
receives from the Depositor such information possessed by the Depositor that is
necessary to permit the Tax Administrator to perform such obligations.

         (h) The Tax Administrator shall perform on behalf of each REMIC Pool
all reporting and other tax compliance duties that are the responsibility of
each such REMIC Pool under the Code, the REMIC Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority. Included
among such duties, the Tax Administrator shall provide to: (i) any Transferor of
a Residual Interest Certificate, such information as is necessary for the
application of any tax relating to the transfer of a Residual Interest
Certificate to any Person who is not a Permitted Transferee; (ii) the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions, including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption as
required hereunder); and (iii) the IRS, the name, title, address and telephone
number of the Person who will serve as the representative of each REMIC Pool.

         (i) The Tax Administrator shall perform its duties hereunder so as to
maintain the status of each REMIC Pool as a REMIC under the REMIC Provisions
(and the Trustee, the Master Servicer and the Special Servicer shall assist the
Tax Administrator to the extent reasonably requested by the Tax Administrator
and to the extent of information within the Trustee's, the Master Servicer's or
the Special Servicer's possession or control). None of the Tax Administrator,
the Master Servicer, the Special Servicer, or the Trustee shall knowingly take
(or cause any REMIC Pool to take) any action or fail to take (or fail to cause
to be taken) any action that, under the REMIC Provisions, if taken or not taken,
as the case may be, could result in an Adverse REMIC Event, unless the Tax
Administrator has obtained or received an Opinion of Counsel (at the expense of
the party requesting such action or at the expense of the Trust Fund if the Tax
Administrator seeks to take such action or to refrain from acting for the
benefit of the Certificateholders) to the effect that the contemplated action
will not result in an Adverse REMIC Event or an Adverse Grantor Trust Event.
None of the other parties hereto shall take any action or fail to take any
action (whether or not authorized hereunder) as to which the Tax Administrator
has advised it in writing that the Tax Administrator has received or obtained an
Opinion of Counsel to the effect that an Adverse REMIC Event or an Adverse
Grantor Trust Event could result from such action or failure to act. In
addition, prior to taking any action with respect to any REMIC Pool, or causing
any REMIC 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

                                     -318-
<PAGE>

written advice, and the cost of same shall be borne by the party seeking to take
the action not permitted by this Agreement, but in no event at the cost or
expense of the Trust Fund or the Trustee. At all times as may be required by the
Code, the Tax Administrator shall make reasonable efforts to ensure that
substantially all of the assets of each REMIC Pool will consist of "qualified
mortgages" as defined in Section 860G(a)(3) of the Code and "permitted
investments" as defined in Section 860G(a)(5) of the Code.

         (j) If any tax is imposed on any REMIC Pool, including "prohibited
transactions" taxes as defined in Section 860F(a)(2) of the Code, any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the
Code, any taxes on contributions to any REMIC Pool after the Startup Day
pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code
or any applicable provisions of State or Local Tax laws (other than any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.17(a)),
such tax, together with all incidental costs and expenses (including penalties
and reasonable attorneys' fees), shall be charged to and paid by: (i) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax
Administrator of any of its obligations under this Section 10.01; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.01; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.01; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.01; (v) the Depositor, if such tax was imposed due to the
fact that any of the Lehman Trust Mortgage Loans did not, at the time of their
transfer to REMIC I, constitute a "qualified mortgage" as defined in Section
860G(a)(3) of the Code; or (vi) the Trust Fund, excluding the portion thereof
constituting the Grantor Trust, in all other instances. Any tax permitted to be
incurred by the Special Servicer pursuant to Section 3.17(a) shall be charged to
and paid by the Trust Fund (exclusive of the Grantor Trust Assets). Any such
amounts payable by the Trust Fund shall be paid by the Trustee upon the written
direction of the Tax Administrator out of amounts on deposit in the Collection
Account in reduction of the Available Distribution Amount pursuant to Section
3.05(b).

         (k) The Tax Administrator shall, for federal income tax purposes,
maintain books and records with respect to each REMIC Pool on a calendar year
and on an accrual basis.

         (l) Following the Startup Day, none of the Trustee, the Master Servicer
and the Special Servicer shall accept any contributions of assets to any REMIC
Pool unless it shall have received an Opinion of Counsel (at the expense of the
party seeking to cause such contribution and in no event at the expense of the
Trust Fund or the Trustee) to the effect that the inclusion of such assets in
such REMIC Pool will not cause: (i) such REMIC Pool to fail to qualify as a
REMIC at any time that any Certificates are outstanding; or (ii) the imposition
of any tax on such REMIC Pool under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.

         (m) None of the Trustee, the Master Servicer and the Special Servicer
shall consent to or, to the extent it is within the control of such Person,
permit: (i) the sale or disposition of any of the Trust Mortgage Loans (except
in connection with (A) the default or reasonably foreseeable material default of
a Trust Mortgage Loan, including, but not limited to, the sale or other
disposition of a Mortgaged Property acquired by deed in lieu of foreclosure, (B)
the bankruptcy of any REMIC Pool, (C) the termination of any REMIC Pool pursuant
to Article IX of this Agreement, or (D) a purchase of Trust Mortgage Loans
pursuant to or as contemplated by Article II or III of this Agreement); (ii) the
sale or

                                     -319-
<PAGE>

disposition of any investments in any Custodial Account or REO Account for gain;
or (iii) the acquisition of any assets for any REMIC Pool (other than a
Mortgaged Property acquired through foreclosure, deed in lieu of foreclosure or
otherwise in respect of a defaulted Trust Mortgage Loan and other than Permitted
Investments acquired in connection with the investment of funds in a Custodial
Account or an REO Account); in any event unless it has received an Opinion of
Counsel (at the expense of the party seeking to cause such sale, disposition, or
acquisition but in no event at the expense of the Trust Fund or the Trustee) to
the effect that such sale, disposition, or acquisition will not cause: (x) any
REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are
outstanding; or (y) the imposition of any tax on any REMIC Pool under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.

         (n) Except as permitted by Section 3.17(a), none of the Trustee, the
Master Servicer and the Special Servicer shall enter into any arrangement by
which any REMIC Pool will receive a fee or other compensation for services nor
permit any REMIC Pool to receive any income from assets other than "qualified
mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.

         SECTION 10.02. Grantor Trust Administration.

         (a) The Tax Administrator shall treat the Grantor Trust, for tax return
preparation purposes, as a grantor trust under the Code and, if necessary, under
applicable state law and will file appropriate federal or state Tax Returns for
each taxable year ending on or after the last day of the calendar year in which
the Certificates are issued.

         (b) The Tax Administrator shall pay out of its own funds any and all
routine tax administration expenses of the Trust Fund incurred with respect to
the Grantor Trust (but not including any professional fees or expenses related
to audits or any administrative or judicial proceedings with respect to the
Trust Fund that involve the IRS or state tax authorities which extraordinary
expenses shall be payable or reimbursable to the Tax Administrator from the
Grantor Trust Assets in the Trust Fund unless otherwise provided in Section
10.02(e) or 10.02(f)).

         (c) The Tax Administrator shall prepare, sign and file all of the Tax
Returns in respect of the Grantor Trust. The expenses of preparing and filing
such returns shall be borne by the Tax Administrator without any right of
reimbursement therefor. The Tax Administrator shall comply with such requirement
by filing Form 1041, indicating the name and address of the Trust and signed by
the Tax Administrator but otherwise left blank. There shall be appended to each
such form a schedule for each Certificateholder indicating such
Certificateholder's share of income and expenses of the Trust for the portion of
the preceding calendar year in which such Certificateholder possessed an
Ownership Interest in a Certificate. Such form shall be prepared in sufficient
detail to enable reporting on the cash or accrual method of accounting, as
applicable, and to report on such Certificateholder's fiscal year if other than
the calendar year. The other parties hereto shall provide on a timely basis to
the Tax Administrator or its designee such information with respect to the
Grantor Trust as is in its possession and reasonably requested by the Tax
Administrator to enable it to perform its obligations under this 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

                                     -320-

<PAGE>

10.02 shall be subject to the condition that it receives from the Depositor such
information possessed by the Depositor that is necessary to permit the Tax
Administrator to perform such obligations.

         (d) The Tax Administrator shall perform on behalf of the Grantor Trust
all reporting and other tax compliance duties that are required in respect
thereof under the Code, the Grantor Trust Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority, including the
furnishing to Certificateholders of the schedules described in Section 10.01(c).

(e) The Tax Administrator shall perform its duties hereunder so as to maintain
the status of the Grantor Trust as a grantor trust under the Grantor Trust
Provisions (and the Trustee, the Master Servicer and the Special Servicer shall
assist the Tax Administrator to the extent reasonably requested by the Tax
Administrator and to the extent of information within the Trustee's, the Master
Servicer's or the Special Servicer's possession or control). None of the Tax
Administrator, Master Servicer, the Special Servicer or the Trustee shall
knowingly take (or cause the Grantor Trust to take) any action or fail to take
(or fail to cause to be taken) any action that, under the Grantor Trust
Provisions, if taken or not taken, as the case may be, could result in an
Adverse Grantor Trust Event, unless the Tax Administrator has obtained or
received an Opinion of Counsel (at the expense of the party requesting such
action or at the expense of the Trust Fund if the Tax Administrator seeks to
take such action or to refrain from taking any action for the benefit of the
Certificateholders) to the effect that the contemplated action will not result
in an Adverse Grantor Trust Event. None of the other parties hereto shall take
any action or fail to take any action (whether or not authorized hereunder) as
to which the Tax Administrator has advised it in writing that the Tax
Administrator has received or obtained an Opinion of Counsel to the effect that
an Adverse Grantor Trust Event could result from such action or failure to act.
In addition, prior to taking any action with respect to the Grantor Trust, or
causing the Trust Fund to take any action, that is not expressly permitted under
the terms of this Agreement, the Master Servicer and the Special Servicer shall
consult with the Tax Administrator or its designee, in writing, with respect to
whether such action could cause an Adverse Grantor Trust Event to occur. The Tax
Administrator may consult with counsel to make such written advice, and the cost
of same shall be borne by the party seeking to take the action not permitted by
this Agreement, but in no event at the cost or expense of the Trust Fund, the
Tax Administrator or the Trustee.

         (f) If any tax is imposed on the Grantor Trust, such tax, together with
all incidental costs and expenses (including penalties and reasonable attorneys'
fees), shall be charged to and paid by: (i) the Tax Administrator, if such tax
arises out of or results from a breach by the Tax Administrator of any of its
obligations under this Section 10.02; (ii) the Special Servicer, if such tax
arises out of or results from a breach by the Special Servicer of any of its
obligations under Article III or this Section 10.02; (iii) the Master Servicer,
if such tax arises out of or results from a breach by the Master Servicer of any
of its obligations under Article III or this Section 10.02; (iv) the Trustee, if
such tax arises out of or results from a breach by the Trustee of any of its
obligations under Article IV, Article VIII or this Section 10.02; or (v) the
portion of the Trust Fund constituting the Grantor Trust in all other instances.


                                     -321-
<PAGE>

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS


         SECTION 11.01. Amendment.

         (a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders or the Santa Anita Non-Trust Mortgage Loan Noteholder, (i) to
cure any ambiguity, (ii) to correct, modify or supplement any provision herein
which may be inconsistent with any other provision herein or with the
description thereof in the Prospectus or the Prospectus Supplement, (iii) to add
any other provisions with respect to matters or questions arising hereunder
which shall not be inconsistent with the existing provisions hereof, (iv) to
relax or eliminate any requirement hereunder imposed by the REMIC Provisions if
the REMIC Provisions are amended or clarified such that any such requirement may
be relaxed or eliminated, (v) to relax or eliminate any requirement imposed by
the Securities Act or the rules promulgated thereunder if the Securities Act or
those rules are amended or clarified so as to allow for the relaxation or
elimination of that requirement; (vi) as evidenced by an Opinion of Counsel
delivered to the Master Servicer, the Special Servicer and the Trustee, either
(A) to comply with any requirements imposed by the Code or any successor or
amendatory statute or any temporary or final regulation, revenue ruling, revenue
procedure or other written official announcement or interpretation relating to
federal income tax laws or any such proposed action which, if made effective,
would apply retroactively to any of the REMIC Pools or the Grantor Trust at
least from the effective date of such amendment, or (B) to avoid the occurrence
of a prohibited transaction or to reduce the incidence of any tax that would
arise from any actions taken with respect to the operation of any REMIC Pool or
the Grantor Trust; (vii) as provided in Section 5.02(d)(iv), to modify, add to
or eliminate any of the provisions of Section 5.02(d)(i), (ii) or (iii); (viii)
to otherwise modify or delete existing provisions of this Agreement; or (ix) to
amend any provision of Section 8.15 as contemplated by Section 8.15(m); provided
that such amendment (other than any amendment for any of the specific purposes
described in clauses (i), (ii), (iv), (v), (vi), (vii) and (ix) above) shall not
adversely affect in any material respect the interests of any Certificateholder
or the Santa Anita Non-Trust Mortgage Loan Noteholder, as evidenced by either an
Opinion of Counsel delivered to the Trustee and each other party hereto to such
effect or, in the case of a Class of Certificates to which a rating has been
assigned by one or more Rating Agencies, written confirmation from each
applicable Rating Agency to the effect that such amendment shall not result in
an Adverse Rating Event; and provided, further, that such amendment shall not
significantly change the activities of the Trust (insofar as such change would
adversely affect the status of the Trust as a "qualifying special-purpose
entity" under FASB 140).

         (b) This Agreement may also be amended from time to time by the
agreement of the parties hereto with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments received or advanced on Mortgage Loans which are required to be
distributed on any Certificate, without the consent of the Holder of such
Certificate, or which are required to be distributed to the Santa Anita
Non-Trust Mortgage Loan Noteholder, without the consent of the Santa Anita
Non-Trust Mortgage Loan Noteholder, (ii) adversely affect in any

                                     -322-
<PAGE>

material respect the interests of the Holders of any Class of Certificates or
the interests of the Santa Anita Non-Trust Mortgage Loan Noteholder in a manner
other than as described in the immediately preceding clause (i) without the
consent of the Holders of all Certificates of such Class or the consent of the
Santa Anita Non-Trust Mortgage Loan Noteholder, as the case may be, (iii)
significantly change the activities of the Trust (insofar as such change would
adversely affect the status of the Trust as a "qualifying special-purpose
entity" under FASB 140) without the consent of the Holders of Certificates
entitled to 51% of all the Voting Rights (without regard to Certificates held by
the Depositor or any of the Depositor's Affiliates and/or agents), (iv) modify
the provisions of this Section 11.01, without the consent of the Holders of all
Certificates then outstanding and the consent of the Santa Anita Non-Trust
Mortgage Loan Noteholder, (v) modify the provisions of Section 3.20 or the
Servicing Standard, without the consent of the Holders of all Regular Interest
Certificates then outstanding and the consent of the Santa Anita Non-Trust
Mortgage Loan Noteholder, or (vi) modify the specified percentage of Voting
Rights which are required to be held by Certificateholders to consent, approve
or object to any particular action pursuant to any provision of this Agreement
without the consent of the Holders of all Certificates then outstanding.
Notwithstanding any other provision of this Agreement, for purposes of the
giving or withholding of consents pursuant to this Section 11.01(b),
Certificates registered in the name of any party hereto or any Affiliate thereof
shall be entitled to the same Voting Rights with respect to matters described
above as they would if any other Person held such Certificates, so long as the
subject amendment does not relate to increasing its rights or reducing or
limiting its obligations hereunder as a party to this Agreement.

         (c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
first have obtained or been furnished with an Opinion of Counsel (at the expense
of the party seeking such amendment) addressed to the Trustee and each other
party hereto, to the effect that (i) such amendment or the exercise of any power
granted to the Trustee, the Master Servicer or the Special Servicer in
accordance with such amendment will not result in the imposition of a tax on any
REMIC Pool pursuant to the REMIC Provisions, cause any REMIC Pool to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor
trust within the meaning of the Grantor Trust Provisions at any time that any
Certificates are outstanding and (ii) such amendment complies in all material
respects with the provisions of this Section 11.01.

         (d) Promptly after the execution of any such amendment, the Trustee
shall send a copy thereof to each Certificateholder and the Santa Anita
Non-Trust Mortgage Loan Noteholder.

         (e) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

         (f) Each of the Master Servicer, the Special Servicer and the Trustee
may but shall not be obligated to enter into any amendment pursuant to this
section that affects its rights, duties and immunities under this Agreement or
otherwise.

         (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Master Servicer, the Special Servicer or the
Trustee requests any amendment of this Agreement that protects or is in

                                     -323-
<PAGE>

furtherance of the rights and interests of Certificateholders, the cost of any
Opinion of Counsel required in connection therewith pursuant to Section 11.01(a)
or (c) shall be payable out of the Custodial Account, in the case of the Master
Servicer and the Special Servicer, pursuant to Section 3.05(a), or out of the
Collection Account, in the case of the Trustee, pursuant to Section 3.05(b).

         SECTION 11.02. Recordation of Agreement; Counterparts.

         (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Trust Fund, but only upon
direction accompanied by an Opinion of Counsel (the cost of which may be paid
out of the Pool Custodial Account pursuant to Section 3.05(a)) or, to the extent
that it benefits the Santa Anita Non-Trust Mortgage Loan Noteholder, out of the
Santa Anita Custodial Account pursuant to Section 3.05A) to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders and/or the Santa Anita Non-Trust Mortgage Loan Noteholder;
provided, however, that the Trustee shall have no obligation or responsibility
to determine whether any such recordation of this Agreement is required.

         (b) For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

         SECTION 11.03. Limitation on Rights of Certificateholders and the Santa
                        Anita Non-Trust Mortgage Loan Noteholder.

         (a) The death or incapacity of any Certificateholder or the Santa Anita
Non-Trust Mortgage Loan Noteholder shall not operate to terminate this Agreement
or the Trust Fund, nor entitle such Certificateholder's or the Santa Anita
Non-Trust Mortgage Loan Noteholder's legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or
winding up of the Trust Fund, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

         (b) Neither the Santa Anita Non-Trust Mortgage Loan Noteholder (except
as expressly provided for herein) nor any Certificateholder shall have any right
to vote or in any manner otherwise control the operation and management of the
Trust Fund, or the obligations of the parties hereto, nor shall anything herein
set forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders and/or the Santa Anita Non-Trust Mortgage Loan
Noteholder from time to time as partners or members of an association; nor shall
any Certificateholder or the Santa Anita Non-Trust Mortgage Loan Noteholder be
under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.

         (c) Neither the Santa Anita Non-Trust Mortgage Loan Noteholder nor any
Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Agreement or any Mortgage Loan, unless, with
respect to any suit, action or proceeding upon or under or with respect to this
Agreement, such Person previously shall have given to the Trustee a written
notice of default

                                     -324-
<PAGE>

hereunder, and of the continuance thereof, as hereinbefore provided, and unless
also (except in the case of a default by the Trustee) the Holders of
Certificates entitled to at least 25% of the Voting Rights or the Santa Anita
Non-Trust Mortgage Loan Noteholder shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the
Trustee, that no one or more Holders of Certificates shall have any right in any
manner whatsoever by virtue of any provision of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of such
Certificates, or to obtain or seek to obtain priority over or preference to any
other such Holder, which priority or preference is not otherwise provided for
herein, or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
section, each and every Certificateholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

         SECTION 11.04. Governing Law; Consent to Jurisdiction.

         This Agreement will be governed by and construed in accordance with the
laws of the State of New York, applicable to agreements negotiated, made and to
be performed entirely in said state. To the fullest extent permitted under
applicable law, the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent each hereby irrevocably (i) submits to the
jurisdiction of any New York State and federal courts sitting in New York City
with respect to matters arising out of or relating to this Agreement; (ii)
agrees that all claims with respect to such action or proceeding may be heard
and determined in such New York State or federal courts; (iii) waives the
defense of an inconvenient forum; and (iv) agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.

         SECTION 11.05. Notices.

         Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given when delivered to: (i) in the case of the Depositor, Structured
Asset Securities Corporation II, 745 Seventh Avenue, New York, New York 10019,
Attention: David Nass--LB-UBS Commercial Mortgage Trust 2003-C7, facsimile
number: (646) 758-5376; (ii) in the case of the Master Servicer, Wachovia Bank,
National Association, 8739 Research Drive, URP4, Charlotte, North Carolina
28262-1075, Attention: LB-UBS Mortgage Trust 2003-C7; facsimile number: (704)
593-7735; (iii) in the case of the Special Servicer, Clarion Partners, LLC, 230
Park Avenue, 12th Floor, New York, New York 10169 Attention: Michael O'Brien,
facsimile number: (212) 883-2877; (iv) in the case of the Trustee, LaSalle Bank
National Association, 135 South LaSalle Street, Suite 1625, Chicago, Illinois
60603, Attention: Asset-Backed Securities Trust Services Group--LB-UBS
Commercial Mortgage Trust 2003-C7, facsimile number: (312) 904-2084; (v) in the
case of the Fiscal Agent, ABN AMRO Bank N.V., 135 South LaSalle Street, Suite
1625, Chicago, Illinois 60603, Attention: Asset-Backed Securities Trust Services
Group--LB-UBS Commercial Mortgage Trust 2003-C7, facsimile number: (312)
904-2084; (vi) in the case of the Underwriters, (A) Lehman Brothers, Inc., 745
Seventh Avenue, New York, New York 10019, Attention:

                                     -325-
<PAGE>

David Nass--LB-UBS Commercial Mortgage Trust 2003-C7, facsimile number: (646)
758-4203, and (B) UBS Securities LLC, 1285 Avenue of the Americas, New York, New
York 10019, Attention: Ahmed Alali, facsimile number: (212) 713-2099, with a
copy to Robert C. Dinerstein, General Counsel; (vii) in the case of the Rating
Agencies, (A) Moody's Investors Service, Inc., 99 Church Street, New York, New
York 10007, Attention: Commercial Mortgage Surveillance, facsimile number: (212)
553-4392, and (B) Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc., 55 Water Street, 10th Floor, New York, New York
10004, Attention: CMBS Surveillance Department, facsimile number: (212)
438-2662; and (viii) in the case of the initial Controlling Class
Representative, Clarion Capital, LLC, 230 Park Avenue, 12th Floor, New York, New
York 10169 Attention: Stephen Baines, facsimile number (212) 883-2851; or, as to
each such Person, such other address as may hereafter be furnished by such
Person to the parties hereto in writing. Any communication required or permitted
to be delivered to a Certificateholder shall be deemed to have been duly given
when mailed first class, postage prepaid, to the address of such Holder as shown
in the Certificate Register.

         SECTION 11.06. Severability of Provisions.

         If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

         SECTION 11.07. Grant of a Security Interest.

         The Depositor and the Trustee agree that it is their intent that the
conveyance of the Depositor's right, title and interest in and to the Trust
Mortgage Loans pursuant to this Agreement shall constitute a sale and not a
pledge of security for a loan. If such conveyance is deemed to be a pledge of
security for a loan, however, the Depositor and the Trustee agree that it is
their intent that the rights and obligations of the parties to such loan shall
be established pursuant to the terms of this Agreement. The Depositor and the
Trustee also intend and agree that, in such event, (i) in order to secure
performance of the Depositor's obligations hereunder and payment of the
Certificates, the Depositor shall be deemed to have granted, and does hereby
grant, to the Trustee (in such capacity) a first priority security interest in
the Depositor's entire right, title and interest in and to the assets
constituting the Trust Fund, including the Trust Mortgage Loans, all principal,
interest and other amounts received or receivable with respect to the Trust
Mortgage Loans after the Closing Date (other than principal and interest
payments due and payable prior to the Cut-off Date, and other than any Principal
Prepayments received on or prior to the Cut-off Date), all amounts (other than
those allocable to the Santa Anita Non-Trust Mortgage Loan and/or any successor
REO Mortgage Loan with respect thereto) held from time to time in the Custodial
Accounts, the Collection Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Account and, if established, the REO Accounts and the
Defeasance Deposit Account and any and all reinvestment earnings on such
amounts, and all of the Depositor's right, title and interest in and to the
proceeds of any title, hazard or other Insurance Policies related to the Trust
Mortgage Loans, and (ii) this Agreement shall constitute a security agreement
under applicable law. The Depositor shall file or cause to be filed, as a
precautionary filing, a Form UCC-1 substantially in the form attached as Exhibit
J hereto in the State of Delaware promptly following the initial issuance of the
Certificates, and the Trustee shall prepare, execute and file at each such
office, with the consent of the Depositor hereby

                                     -326-
<PAGE>

given, continuation statements with respect thereto, in each case within six
months prior to the fifth anniversary of the immediately preceding filing. The
Depositor shall cooperate in a reasonable manner with the Trustee and the Master
Servicer in preparing and filing such continuation statements. This Section
11.07 shall constitute notice to the Trustee pursuant to any of the requirements
of the UCC.

         SECTION 11.08. Streit Act.

         Any provisions required to be contained in this Agreement by Section
126 of Article 4-A of the New York Real Property Law are hereby incorporated
herein, and such provisions shall be in addition to those conferred or imposed
by this Agreement; provided, however, that to the extent that such Section 126
shall not have any effect, and if said Section 126 should at any time be
repealed or cease to apply to this Agreement or be construed by judicial
decision to be inapplicable, said Section 126 shall cease to have any further
effect upon the provisions of this Agreement. In case of a conflict between the
provisions of this Agreement and any mandatory provisions of Article 4-A of the
New York Real Property Law, such mandatory provisions of said Article 4-A shall
prevail, provided that if said Article 4-A shall not apply to this Agreement,
should at any time be repealed, or cease to apply to this Agreement or be
construed by judicial decision to be inapplicable, such mandatory provisions of
such Article 4-A shall cease to have any further effect upon the provisions of
this Agreement.

         SECTION 11.09. Successors and Assigns; Beneficiaries.

         The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders. Each
Underwriter shall be a third party beneficiary to this Agreement solely with
respect to its right to receive the reports, statements and other information to
which it is entitled hereunder, to preserve such Underwriter's rights under
Sub-Servicing Agreements as contemplated by Section 3.22(d) and, in the case of
Lehman Brothers, to terminate the Trust Fund pursuant to Section 9.01. Each of
the Sub-Servicers that is a party to a Sub-Servicing Agreement in effect on the
Closing Date (or being negotiated as of the Closing Date and in effect within 90
days thereafter) shall be a third party beneficiary to obligations of a
successor Master Servicer under Section 3.22, provided that the sole remedy for
any claim by a Sub-Servicer as a third party beneficiary pursuant to this
Section 11.09 shall be against a successor Master Servicer solely in its
corporate capacity and no Sub-Servicer shall have any rights or claims against
the Trust Fund or any party hereto (other than a successor Master Servicer in
its corporate capacity as set forth in this Section 11.09) as a result of any
rights conferred on such Sub-Servicer as a third party beneficiary pursuant to
this Section 11.09. The Non-Trust Mortgage Loan Noteholders and any designees
thereof acting on behalf of or exercising the rights of the Non-Trust Mortgage
Loan Noteholders shall be third-party beneficiaries to this Agreement with
respect to their rights as specifically provided for herein. The Berkeley &
Brown Master Servicer shall be a third-party beneficiary to this Agreement with
respect to its rights as specifically provided for herein and under the Berkeley
& Brown Co-Lender Agreement. This Agreement may not be amended in any manner
that would adversely affect the rights of any such third party beneficiary
without its consent. This Agreement may not be amended in any manner that would
materially and adversely affect the rights of any such third-party beneficiary
without its consent. No other Person, including any Mortgagor, shall be entitled
to any benefit or equitable right, remedy or claim under this Agreement.

                                     -327-
<PAGE>


         SECTION 11.10. Article and Section Headings.

         The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

         SECTION 11.11. Notices to Rating Agencies.

         (a) The Trustee shall promptly provide notice to each Rating Agency
with respect to each of the following of which it has actual knowledge:

             (i) any material change or amendment to this Agreement;

             (ii) the occurrence of any Event of Default that has not been
   cured;

             (iii) the resignation or termination of the Fiscal Agent, the
   Master Servicer or the Special Servicer;

             (iv) the repurchase of Trust Mortgage Loans by the Depositor or the
   UBS Mortgage Loan Seller pursuant to or as contemplated by Section 2.03;

             (v) any change in the location of the Collection Account or the
   Interest Reserve Account;

             (vi) the final payment to any Class of Certificateholders; and

             (vii) any sale or disposition of any Trust Mortgage Loan or REO
   Property.

         (b) The Master Servicer shall promptly provide notice to each Rating
Agency with respect to each of the following of which it has actual knowledge:

             (i) the resignation or removal of the Trustee; and

             (ii) any change in the location of any Custodial Account.

         (c) The Special Servicer shall furnish each Rating Agency with respect
to a Specially Serviced Mortgage Loan such information as the Rating Agency
shall reasonably request and which the Special Servicer can reasonably provide
in accordance with applicable law, with copies to the Trustee.

         (d) To the extent applicable, each of the Master Servicer and the
Special Servicer shall promptly furnish to each Rating Agency copies of the
following items:

             (i) each of its annual statements as to compliance described in
   Section 3.13;

             (ii) each of its annual independent public accountants' servicing
   reports described in Section 3.14; and

             (iii) any Officer's Certificate delivered by it to the Trustee
   pursuant to Section 3.11(h) or 4.03(c).

                                     -328-
<PAGE>

         (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. 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.


                                     -329-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.


                                    STRUCTURED ASSET SECURITIES CORPORATION II
                                         Depositor


                                    By:   /s/    David Nass
                                        ----------------------------------------
                                    Name:        David Nass
                                    Title:       Vice President


                                    WACHOVIA BANK, NATIONAL ASSOCIATION
                                         Master Servicer


                                    By:   /s/    Paula R. A. Davis
                                        ----------------------------------------
                                    Name:        Paula R. A. Davis
                                    Title:       Associate


                                    CLARION PARTNERS, LLC
                                         Special Servicer


                                    By:   /s/    Michael O'Brien
                                        ----------------------------------------
                                    Name:        Michael O'Brien
                                    Title:       Authorized Person


                                    LASALLE BANK NATIONAL ASSOCIATION
                                         Trustee

                                    By:   /s/    Barbara L. Marik
                                        ----------------------------------------
                                    Name:        Barbara L. Marik
                                    Title:       First Vice President


                                    ABN AMRO BANK N.V.
                                         Fiscal Agent


                                    By:   /s/    Barbara L. Marik
                                        ----------------------------------------
                                    Name:        Barbara L. Marik
                                    Title:       First Vice President


                                    By:   /s/    Cynthia Reis
                                        ----------------------------------------
                                    Name:        Cynthia Reis
                                    Title:       Senior Vice President


<PAGE>

STATE OF NEW YORK            )
                             )  ss.:
COUNTY OF NEW YORK           )



         On the 8 day of October, 2003, before me, a notary public in and for
said State, personally appeared David Nass, known to me to be a Vice President
of STRUCTURED ASSET SECURITIES CORPORATION II, one of the entities that executed
the within instrument, and also known to me to be the person who executed it on
behalf of such entity, and acknowledged to me that such entity executed the
within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                              /s/   Edna Lanahan
                                    --------------------------------------------
                                                    Notary Public


[Notarial Seal]





<PAGE>


STATE OF    North Carolina   )
                             )  ss.:
COUNTY OF   Mecklenburg      )



         On the 8 day of October, 2003, before me, a notary public in and for
said State, personally appeared Paula R. A. Davis, known to me to be an
Associate of WACHOVIA BANK, NATIONAL ASSOCIATION, one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                               /s/  Carol Hill May
                                    --------------------------------------------
                                                    Notary Public

[Notarial Seal]




<PAGE>


STATE OF    New York      )
                          )  ss.:
COUNTY OF   New York      )



         On the 7th day of October, 2003, before me, a notary public in and for
said State, personally appeared Michael O'Brien, known to me to be an Authorized
Signatory of CLARION PARTNERS, LLC, one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such entity, and acknowledged to me that such entity executed the within
instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                              /s/   Alice M. McAvoy
                                    --------------------------------------------
                                                    Notary Public

[Notarial Seal]




<PAGE>


STATE OF   Illinois       )
                          )  ss.:
COUNTY OF  Cook           )



         On the 9 day of October, 2003, before me, a notary public in and for
said State, personally appeared Barbara L. Marik, known to me to be a First Vice
President of LASALLE BANK NATIONAL ASSOCIATION, one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                               /s/  Ethel Franklin
                                    --------------------------------------------
                                                    Notary Public

[Notarial Seal]




<PAGE>


STATE OF    Illinois     )
                         )  ss.:
COUNTY OF   Cook         )



         On the 9 day of October, 2003, before me, a notary public in and for
said State, personally appeared Barbara L. Marik and Cynthia Reis, known to me
to be a First Vice President and Senior Vice President, respectively, of ABN
AMRO BANK N.V., one of the entities that executed the within instrument, and
also known to me to be the persons who executed it on behalf of such entity, and
acknowledged to me that such entity executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                               /s/  Ethel Franklin
                                    --------------------------------------------
                                                    Notary Public

[Notarial Seal]