<PAGE>

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



                    STRUCTURED ASSET SECURITIES CORPORATION,
                                  as Depositor


                                       and

                           FIRST UNION NATIONAL BANK,
                               as Master Servicer

                                       and


                       LEND LEASE ASSET MANAGEMENT, L.P.,
                               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 December 11, 2001

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


                                 $1,209,908,173


                    LB-UBS Commercial Mortgage Trust 2001-C7


                 Commercial Mortgage Pass-Through Certificates,
                                 Series 2001-C7



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


<PAGE>



                                TABLE OF CONTENTS

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

                        DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES

SECTION 1.01.     Defined Terms..................................................................................6
SECTION 1.02.     General Interpretive Principles...............................................................67


                                           ARTICLE II

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

SECTION 2.01.     Creation of Trust; Conveyance of Mortgage Loans...............................................69
SECTION 2.02.     Acceptance of Trust Fund by Trustee...........................................................71
SECTION 2.03.     Repurchase of Mortgage Loans for Document Defects and Breaches of
                    Representations and Warranties..............................................................72
SECTION 2.04.     Representations, Warranties and Covenants of the Depositor....................................75
SECTION 2.05.     Acceptance of Grantor Trust Assets by Trustee; Issuance of the Class V
                    Certificates................................................................................90
SECTION 2.06.     Execution, Authentication and Delivery of Class R-I Certificates; Creation of
                    REMIC I Regular Interests...................................................................91
SECTION 2.07.     Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee....................91
SECTION 2.08.     Execution, Authentication and Delivery of Class R-II Certificates; Creation of
                    REMIC II Regular Interests..................................................................91
SECTION 2.09.     Conveyance of REMIC II Regular Interests; Acceptance of REMIC III by Trustee..................91
SECTION 2.10.     Execution, Authentication and Delivery of REMIC III Certificates..............................92


                                        ARTICLE III

                      ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.     Administration of the Loans...................................................................93
SECTION 3.02.     Collection of Loan Payments...................................................................95
SECTION 3.03.     Collection of Taxes, Assessments and Similar Items; Servicing Accounts;
                    Reserve Accounts............................................................................96
SECTION 3.04.     Pool Custodial Account, Defeasance Deposit Account, Collection Account and
                    Interest Reserve Account....................................................................98
SECTION 3.04A.    UBS Warburg Building Custodial Account.......................................................102
SECTION 3.05.     Permitted Withdrawals From the Pool Custodial Account, the Collection Account
                    and the Interest Reserve Account...........................................................104

                                      -i-
<PAGE>

SECTION 3.05A.    Permitted Withdrawals From the UBS Warburg Building Custodial Account........................108
SECTION 3.06.     Investment of Funds in the Servicing Accounts, the Reserve Accounts, the
                    Defeasance Deposit Account, the Custodial Accounts and the REO Accounts....................111
SECTION 3.07.     Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage;
                    Environmental Insurance....................................................................113
SECTION 3.08.     Enforcement of Alienation Clauses............................................................117
SECTION 3.09.     Realization Upon Defaulted Loans; Required Appraisals; Appraisal Reduction
                    Calculation................................................................................119
SECTION 3.10.     Trustee and Custodian to Cooperate; Release of Mortgage Files................................124
SECTION 3.11.     Servicing Compensation; Payment of Expenses; Certain Matters Regarding
                    Servicing Advances.........................................................................126
SECTION 3.12.     Property Inspections; Collection of Financial Statements; Delivery of Certain
                    Reports....................................................................................131
SECTION 3.12A.    Delivery of Certain Reports to the UBS Warburg Building Companion Loan
                    Noteholder.................................................................................134
SECTION 3.12B.    Statements to the UBS Warburg Building Companion Loan Noteholder.............................135
SECTION 3.13.     Annual Statement as to Compliance............................................................135
SECTION 3.14.     Reports by Independent Public Accountants....................................................136
SECTION 3.15.     Access to Certain Information................................................................137
SECTION 3.16.     Title to REO Property; REO Accounts..........................................................138
SECTION 3.17.     Management of REO Property...................................................................139
SECTION 3.17A.    Management and Disposition of the UBS Warburg Building Mortgaged Property
                    After Becoming REO Property................................................................142
SECTION 3.18.     Sale of Mortgage Loans and REO Properties....................................................145
SECTION 3.19.     Additional Obligations of the Master Servicer; Obligations to Notify Ground
                    Lessors; the Special Servicer's Right to Request the Master Servicer to
                    Make Servicing Advances....................................................................149
SECTION 3.20.     Modifications, Waivers, Amendments and Consents; Defeasance..................................150
SECTION 3.21.     Transfer of Servicing Between Master Servicer and Special Servicer; Record
                    Keeping....................................................................................156
SECTION 3.22.     Sub-Servicing Agreements.....................................................................158
SECTION 3.23.     Representations and Warranties of the Master Servicer........................................160
SECTION 3.24.     Representations and Warranties of the Special Servicer.......................................161
SECTION 3.25.     Certain Matters Regarding the Purchase of the UBS Warburg Building Mortgage
                    Loan.......................................................................................163
SECTION 3.26.     Application of Default Charges...............................................................163


                                        ARTICLE IV

              PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

SECTION 4.01.     Distributions................................................................................166
SECTION 4.02.     Statements to Certificateholders; CMSA Loan Periodic Update File.............................177

                                      -ii-

<PAGE>

SECTION 4.03.     P&I Advances.................................................................................184
SECTION 4.03A.    P&I Advances on the UBS Warburg Building Loan Pair...........................................186
SECTION 4.04.     Allocation of Realized Losses and Additional Trust Fund Expenses.............................189
SECTION 4.05.     Calculations.................................................................................190
SECTION 4.06.     Use of Agents................................................................................190


                                         ARTICLE V

                                     THE CERTIFICATES

SECTION 5.01.     The Certificates.............................................................................191
SECTION 5.02.     Registration of Transfer and Exchange of Certificates........................................191
SECTION 5.03.     Book-Entry Certificates......................................................................199
SECTION 5.04.     Mutilated, Destroyed, Lost or Stolen Certificates............................................200
SECTION 5.05.     Persons Deemed Owners........................................................................200


                                       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.................................202
SECTION 6.02.    Merger, Consolidation or Conversion of Depositor, Master Servicer or Special
                   Servicer...................................................................................202
SECTION 6.03.    Limitation on Liability of Depositor, Master Servicer and Special Servicer...................202
SECTION 6.04.    Resignation of Master Servicer and the Special Servicer......................................204
SECTION 6.05.    Rights of Depositor, Trustee and the UBS Warburg Building Companion Loan
                   Noteholder in Respect of Master Servicer and the Special Servicer..........................204
SECTION 6.06.    Depositor, Master Servicer and Special Servicer to Cooperate with Trustee....................205
SECTION 6.07.    Depositor, Special Servicer, Trustee and the UBS Warburg Building Companion
                   Loan Noteholder to Cooperate with Master Servicer..........................................205
SECTION 6.08.    Depositor, Master Servicer, Trustee and UBS Warburg Building Companion Loan
                   Noteholder to Cooperate with Special Servicer..............................................205
SECTION 6.09.    Designation of Special Servicer and Controlling Class Representative by the
                   Controlling Class..........................................................................205
SECTION 6.10.    Master Servicer or Special Servicer as Owner of a Certificate................................207
SECTION 6.11.    Certain Powers of the Controlling Class Representative.......................................207
SECTION 6.11A.   Certain Powers of the UBS Warburg Building Companion Loan Noteholder.........................210

                                     -iii-

<PAGE>

                                      ARTICLE VII

                                        DEFAULT

SECTION 7.01.    Events of Default............................................................................213
SECTION 7.02.    Trustee to Act; Appointment of Successor.....................................................218
SECTION 7.03.    Notification to Certificateholders...........................................................219
SECTION 7.04.    Waiver of Events of Default..................................................................219
SECTION 7.05.    Additional Remedies of Trustee Upon Event of Default.........................................220


                                     ARTICLE VIII

                                CONCERNING THE TRUSTEE

SECTION 8.01.    Duties of Trustee............................................................................221
SECTION 8.02.    Certain Matters Affecting Trustee............................................................222
SECTION 8.03.    Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of
                   Certificates or Loans......................................................................223
SECTION 8.04.    Trustee and Fiscal Agent May Own Certificates................................................223
SECTION 8.05.    Fees and Expenses of Trustee; Indemnification of and by Trustee..............................223
SECTION 8.06.    Eligibility Requirements for Trustee.........................................................224
SECTION 8.07.    Resignation and Removal of Trustee...........................................................225
SECTION 8.08.    Successor Trustee............................................................................226
SECTION 8.09.    Merger or Consolidation of Trustee and Fiscal Agent..........................................227
SECTION 8.10.    Appointment of Co-Trustee or Separate Trustee................................................227
SECTION 8.11.    Appointment of Custodians....................................................................228
SECTION 8.12.    Appointment of Authenticating Agents.........................................................228
SECTION 8.13.    Appointment of Tax Administrators............................................................229
SECTION 8.14.    Access to Certain Information................................................................230
SECTION 8.15.    Reports to the Securities and Exchange Commission and Related Reports........................231
SECTION 8.16.    Representations and Warranties of Trustee....................................................234
SECTION 8.17.    The Fiscal Agent.............................................................................235
SECTION 8.18.    Representations and Warranties of Fiscal Agent...............................................236


                                      ARTICLE IX

                                      TERMINATION

SECTION 9.01.    Termination Upon Repurchase or Liquidation of All Mortgage Loans.............................238
SECTION 9.02.    Additional Termination Requirements..........................................................245


                                      -iv-
<PAGE>

                                       ARTICLE X

                               ADDITIONAL TAX PROVISIONS

SECTION 10.01.   REMIC Administration.........................................................................247
SECTION 10.02.   Grantor Trust Administration.................................................................250


                                      ARTICLE XI

                               MISCELLANEOUS PROVISIONS

SECTION 11.01.   Amendment....................................................................................252
SECTION 11.02.   Recordation of Agreement; Counterparts.......................................................254
SECTION 11.03.   Limitation on Rights of Certificateholders and the UBS Warburg Building
                   Companion Loan Noteholder..................................................................254
SECTION 11.04.   Governing Law................................................................................255
SECTION 11.05.   Notices......................................................................................255
SECTION 11.06.   Severability of Provisions...................................................................256
SECTION 11.07.   Grant of a Security Interest.................................................................256
SECTION 11.08.   Streit Act...................................................................................256
SECTION 11.09.   Successors and Assigns; Beneficiaries........................................................257
SECTION 11.10.   Article and Section Headings.................................................................257
SECTION 11.11.   Notices to Rating Agencies...................................................................257
SECTION 11.12.   Global Opinions..............................................................................258
SECTION 11.13.   Complete Agreement...........................................................................259

</TABLE>

                                      -v-

<PAGE>


                             SCHEDULES AND EXHIBITS

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

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

                                      -vi-

<PAGE>



                  This Pooling and Servicing Agreement (this "Agreement") is
dated and effective as of December 11, 2001, among STRUCTURED ASSET SECURITIES
CORPORATION, as Depositor, FIRST UNION NATIONAL BANK, as Master Servicer, LEND
LEASE ASSET MANAGEMENT, L.P., as Special Servicer, LASALLE BANK NATIONAL
ASSOCIATION, as Trustee, and ABN AMRO BANK N.V., as Fiscal Agent.

                             PRELIMINARY STATEMENT:


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

                  As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the Mortgage Loans (exclusive of any
collections of Additional Interest on the ARD 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 relate to the UBS Warburg Building Mortgage Loan, and they will
be designated as REMIC I Regular Interest UBSW-1 and REMIC I Regular Interest
UBSW-2, respectively. REMIC I Regular Interest UBSW-1 will relate to that
portion of the UBS Warburg Building Mortgage Loan that consists of "Component
A-1" of the related Mortgage Note (as "Component A-1" is defined therein), and
REMIC I Regular Interest UBSW-2 will relate to that portion of the UBS Warburg
Building Mortgage Loan that consists of "Component A-2" of the related Mortgage
Note (as "Component A-2" is defined therein). Only one separate REMIC I Regular
Interest will relate to each other Mortgage Loan in REMIC I. Each such REMIC I
Regular Interest will: (i) accrue interest at a per annum rate described in the
definition of "REMIC I Remittance Rate"; and (ii) have an initial Uncertificated
Principal Balance equal to $212,697,600, in the case of REMIC I Regular Interest
UBSW-1, $3,302,400, in the case of REMIC I Regular Interest UBSW-2, and the
Cut-off Date Balance of the related Mortgage Loan, in the case of each other
REMIC I Regular Interest. The Legal Final Distribution Date of each of the REMIC
I Regular Interests is the Distribution Date immediately following the third
anniversary of the end of the remaining amortization term (as determined as of
the Closing Date) of the related Mortgage Loan. None of the REMIC I Regular
Interests will be certificated.

<PAGE>


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

                                                             Initial
                                   REMIC II               Uncertificated
      Designation              Remittance Rate          Principal Balance
      -----------              ---------------          -----------------
          A-1                    Variable (1)             $ 33,020,000
          A-2                    Variable (1)             $ 60,674,000
          A-3                    Variable (1)             $300,000,000
          A-4                    Variable (1)             $ 57,722,000
         A-5-1                   Variable (1)             $ 66,669,187
         A-5-2                   Variable (1)             $474,038,813
           B                     Variable (1)             $ 49,909,000
           C                     Variable (1)             $ 16,636,000
          D-1                    Variable (1)             $  2,148,282
          D-2                    Variable (1)             $ 37,151,718
           E                     Variable (1)             $ 12,100,000
           F                     Variable (1)             $ 12,120,000
           G                     Variable (1)             $ 12,099,000
           H                     Variable (1)             $ 10,587,000
           J                     Variable (1)             $ 10,587,000
           K                     Variable (1)             $ 15,124,000
           L                     Variable (1)             $  6,049,000
           M                     Variable (1)             $  7,562,000
           N                     Variable (1)             $  4,537,000
           P                     Variable (1)             $  3,025,000
           Q                     Variable (1)             $  3,025,000
           S                     Variable (1)             $ 15,124,173

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

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

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


                                      -2-
<PAGE>


Class X-CP Certificates), each of the 22 REMIC III Components of the Class X-CL
Certificates and each of the four (4) REMIC III Components of the Class X-CP
Certificates will be designated as a separate "regular interest" in REMIC III.
The Legal Final Distribution Date for each Class of Regular Interest
Certificates (exclusive of the Class X-CL and Class X-CP Certificates), for each
of the 22 REMIC III Components of the Class X-CP Certificates and for each of
the four (4) REMIC III Components of the Class X-CP Certificates is the last
Rated Final Distribution Date.

                                      -3-
<PAGE>

       Class                                                 Original Class
    Designation               Pass-Through Rate             Principal Balance
    -----------               -----------------             -----------------
     Class A-1                4.87200% per annum               $33,020,000
     Class A-2                5.53300% per annum               $60,674,000
     Class A-3                5.64200% per annum               $300,000,000
     Class A-4                5.93400% per annum               $57,722,000
     Class A-5                6.13300% per annum               $540,708,000
      Class B                 6.29900% per annum               $49,909,000
      Class C               6.37700% per annum (1)             $16,636,000
      Class D               6.51400% per annum (1)             $39,300,000
      Class E               6.63200% per annum (1)             $12,100,000
      Class F               6.83700% per annum (1)             $12,120,000
      Class G               6.85000% per annum (1)             $12,099,000
      Class H                    Variable (2)                  $10,587,000
      Class J                 5.86800% per annum               $10,587,000
      Class K                 5.86800% per annum               $15,124,000
      Class L                 5.86800% per annum               $6,049,000
      Class M                 5.86800% per annum               $7,562,000
      Class N                 5.86800% per annum               $4,537,000
      Class P                 5.86800% per annum               $3,025,000
      Class Q                 5.86800% per annum               $3,025,000
      Class S                 5.86800% per annum               $15,124,173
     Class X-CL                  Variable (3)                             (4)
     Class X-CP                  Variable (5)                             (6)

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

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

    (2)      The Pass-Through Rate for the Class H Certificates will be a
             variable rate per annum calculated in accordance with the
             definition of "Pass-Through Rate".

    (3)      The Pass-Through Rate for the Class X-CL Certificates will be
             a variable rate per annum calculated in accordance with the
             definition of "Pass-Through Rate".

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

    (5)      The Pass-Through Rate for the Class X-CP Certificates will be
             a variable rate per annum calculated in accordance with the
             definition of "Pass-Through Rate".

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

                                      -4-
<PAGE>

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

                  The Initial Pool Balance will be $1,209,908,174. The initial
aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, the
initial aggregate Uncertificated Principal Balance of the REMIC II Regular
Interests and the initial aggregate Class Principal Balance of the respective
Classes of Regular Interest Certificates (other than the Class X-CL and Class
X-CP Certificates) will in each case be $1,209,908,173.

                  There exists a mortgage loan, in the unpaid principal amount
of $44,000,000 (the "UBS Warburg Building Companion Loan"), that is not part of
the Trust Fund, but that is secured by the same Mortgage as a Mortgage Loan that
is part of the Trust Fund. This Mortgage Loan is identified herein as the "UBS
Warburg Building Mortgage Loan".

                  The UBS Warburg Building Companion Loan is currently held by
LaSalle Bank National Association, in its capacity as trustee for the registered
holders of the LB-UBS 299 Park Avenue Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2001-7A (in such capacity, the "UBS Warburg
Building Trustee").

                  As and to the extent provided herein, the UBS Warburg Building
Companion Loan will be serviced and administered in accordance with this
Agreement.

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

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

                                      -5-
<PAGE>

                                    ARTICLE I

                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES


                  SECTION 1.01. Defined Terms.

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

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

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

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

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

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

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

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

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


                                      -6-
<PAGE>


documents so permit. To the extent that any Additional Interest is not paid on a
current basis, it shall, for purposes of this Agreement, be deemed to be
deferred interest (regardless of whether it is added to principal outstanding
with respect to the related ARD Loan in accordance with the related Loan
documents).

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

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

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

                  (1) with respect to REMIC I Regular Interest UBSW-1, for any
         Interest Accrual Period, an amount of interest equal to the product of
         (a) the "Initial Interest Rate" (within the meaning of the related loan
         documents) in effect for "Component A-1" of the UBS Warburg Building
         Mortgage Loan as of the Closing Date (without regard to any
         modifications, extensions, waivers or amendments of such Mortgage Loan
         subsequent to the Closing Date), multiplied by (b) a fraction, the
         numerator of which is the number of days in such Interest Accrual
         Period, and the denominator of which is 360, multiplied by (c) the
         Uncertificated Principal Balance of such REMIC I Regular Interest
         immediately prior to the Distribution Date that corresponds to such
         Interest Accrual Period;

                  (2) with respect to REMIC I Regular Interest UBSW-2, for any
         Interest Accrual Period, an amount of interest equal to the product of
         (a) the "Initial Interest Rate" (within the meaning of the related loan
         documents) in effect for "Component A-2" of the UBS Warburg Building
         Mortgage Loan as of the Closing Date (without regard to any
         modifications, extensions, waivers or amendments of such Mortgage Loan
         subsequent to the Closing Date), multiplied by (b) a fraction, the
         numerator of which is the number of days in such Interest Accrual
         Period, and the denominator of which is 360, multiplied by (c) the
         Uncertificated Principal Balance of such REMIC I Regular Interest
         immediately prior to the Distribution Date that corresponds to such
         Interest Accrual Period; and

                  (3) with respect to any other REMIC I Regular Interest that,
         as of the Closing Date, corresponds to a Mortgage Loan that accrues
         interest on an Actual/360 Basis, for any Interest Accrual Period, an
         amount of interest equal to the product of (a) the Mortgage Rate in
         effect for such Mortgage Loan as of the Closing Date (without regard to
         any modifications, extensions, waivers or amendments of such Mortgage
         Loan subsequent to the Closing Date), multiplied by (b) a fraction, the
         numerator of which is the number of days in such Interest Accrual
         Period, and the denominator of which is 360, multiplied by (c) the
         Uncertificated Principal Balance of such REMIC I Regular Interest
         immediately prior to the Distribution Date that corresponds to such
         Interest Accrual Period;

provided that, if the subject Interest Accrual Period begins during (x) December
of 2001 or December of any year thereafter that does not immediately precede a
leap year or (y) January of 2002 or January of


                                      -7-
<PAGE>


any year thereafter, then the amount of interest calculated with respect to any
particular REMIC I Regular Interest pursuant to any of clauses (1), (2) and (3)
of this definition for such Interest Accrual Period without regard to this
proviso shall be decreased by the Interest Reserve Amount, if any, with respect
to the related Mortgage Loan (or successor REO Mortgage Loan) (or, in the case
of each of REMIC I Regular Interest UBSW-1 and REMIC I Regular Interest UBSW-2,
the portion of such Interest Reserve Amount allocable to "Component A-1" and
"Component A-2", respectively, of the UBS Warburg Building Mortgage Loan (or any
successor REO Mortgage Loan)) transferred, in accordance with Section 3.04(c),
from the Collection Account to the Interest Reserve Account in the calendar
month in which such Interest Accrual Period ends; and provided, further, that,
if the subject Interest Accrual Period begins during February of 2002 or
February of any year thereafter, then the amount calculated with respect to any
particular REMIC I Regular Interest pursuant to any of clauses (1), (2) and (3)
of this definition for such Interest Accrual Period without regard to this
proviso shall be increased by the Interest Reserve Amount(s), if any, with
respect to the related Mortgage Loan (or successor REO Mortgage Loan) (or, in
the case of each of REMIC I Regular Interest UBSW-1 and REMIC I Regular Interest
UBSW-2, the portion of such Interest Reserve Amount(s) allocable to "Component
A-1" and "Component A-2", respectively, of the UBS Warburg Building Mortgage
Loan (or any successor REO Mortgage Loan)) 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. References to
"Component A-1" and "Component A-2" of the UBS Warburg Building Mortgage Loan
(or any successor REO Mortgage Loan) are intended to be references to the
respective components of the related Mortgage Note so designated.

                  "Adjusted REMIC II Remittance Rate" shall mean:

                  (a) with respect to REMIC II Regular Interest A-1 for any
Interest Accrual Period, 4.872% per annum;

                  (b) with respect to REMIC II Regular Interest A-2 for any
Interest Accrual Period, 5.533% per annum;

                  (c) with respect to REMIC II Regular Interest A-3 for any
Interest Accrual Period, 5.642% per annum;

                  (d) with respect to REMIC II Regular Interest A-4 for any
Interest Accrual Period, 5.934% per annum;

                  (e) with respect to REMIC II Regular Interest A-5-1 for any
Interest Accrual Period, 6.133% per annum;

                  (f) with respect to each of REMIC II Regular Interest A-5-2,
REMIC II Regular Interest B, REMIC II Regular Interest C and REMIC II Regular
Interest D-2 for any Interest Accrual Period from and including December 11,
2001 through and including December 10, 2008, the lesser of (i) the Reference
Rate for such Interest Accrual Period and (ii) the Weighted Average REMIC I
Remittance Rate for such Interest Accrual Period;

                  (g) with respect to REMIC II Regular Interest A-5-2 for any
Interest Accrual Period subsequent to the Interest Accrual Period ending on
December 10, 2008, 6.133% per annum;

                                      -8-
<PAGE>

                  (h) with respect to REMIC II Regular Interest B for any
Interest Accrual Period subsequent to the Interest Accrual Period ending on
December 10, 2008, 6.299% per annum;

                  (i) with respect to REMIC II Regular Interest C for any
Interest Accrual Period subsequent to the Interest Accrual Period ending on
December 10, 2008, a rate equal to the lesser of (i) 6.377% per annum and (ii)
the Weighted Average REMIC I Remittance Rate for such Interest Accrual Period;

                  (j) with respect to REMIC II Regular Interest D-1 for any
Interest Accrual Period, a rate equal to the lesser of (i) 6.514% per annum and
(ii) the Weighted Average REMIC I Remittance Rate for such Interest Accrual
Period;

                  (k) with respect to REMIC II Regular Interest D-2 for any
Interest Accrual Period subsequent to the Interest Accrual Period ending on
December 10, 2008, a rate equal to the lesser of (i) 6.514% per annum and (ii)
the Weighted Average REMIC I Remittance Rate for such Interest Accrual Period;

                  (l) with respect to REMIC II Regular Interest E for any
Interest Accrual Period, a rate equal to the lesser of (i) 6.632% per annum and
(ii) the Weighted Average REMIC I Remittance Rate for such Interest Accrual
Period;

                  (m) with respect to REMIC II Regular Interest F for any
Interest Accrual Period, a rate equal to the lesser of (i) 6.837% per annum and
(ii) the Weighted Average REMIC I Remittance Rate for such Interest Accrual
Period;

                  (n) with respect to REMIC II Regular Interest G for any
Interest Accrual Period, a rate equal to the lesser of (i) 6.850% per annum and
(ii) the Weighted Average REMIC I Remittance Rate for such Interest Accrual
Period;

                  (o) with respect to REMIC II Regular Interest H for any
Interest Accrual Period, the Weighted Average REMIC I Remittance Rate for such
Interest Accrual Period;

                  (p) with respect to REMIC II Regular Interest J for any
Interest Accrual Period, 5.868% per annum;

                  (q) with respect to REMIC II Regular Interest K for any
Interest Accrual Period, 5.868% per annum;

                  (r) with respect to REMIC II Regular Interest L for any
Interest Accrual Period, 5.868% per annum;

                  (s) with respect to REMIC II Regular Interest M for any
Interest Accrual Period, 5.868% per annum;

                  (t) with respect to REMIC II Regular Interest N for any
Interest Accrual Period, 5.868% per annum;

                                      -9-
<PAGE>

                  (u) with respect to REMIC II Regular Interest P for any
Interest Accrual Period, 5.868% per annum;

                  (v) with respect to REMIC II Regular Interest Q for any
Interest Accrual Period, 5.868% per annum; and

                  (w) with respect to REMIC II Regular Interest S for any
Interest Accrual Period, 5.868% per annum.

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

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

                  "Adverse Grantor Trust Event" shall mean any endangerment to
the status of the Grantor Trust as a grantor trust under the Grantor Trust
Provisions or any imposition of a tax on the Grantor Trust or any of its assets
or transactions.
                  "Adverse Rating Event" shall mean, with respect to any Class
of Certificates or any class of Companion Loan Securities, as of any date of
determination, the qualification, downgrade or withdrawal of any rating then
assigned to such Class of Certificates or such class of Companion Loan
Securities by either Rating Agency.

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

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

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

                  "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.

                                      -10-
<PAGE>

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

                  "Appraisal Reduction Amount" shall mean, with respect to any
Required Appraisal Loan, an amount (calculated initially as of the Determination
Date immediately following the later of the date on which the subject Mortgage
Loan or Loan Pair became a Required Appraisal Loan and the date on which the
applicable Required Appraisal was obtained) equal to the excess, if any, of: (a)
the sum of, without duplication, (i) the Stated Principal Balance of such
Required Appraisal Loan, (ii) to the extent not previously advanced by or on
behalf of the Master Servicer, the Trustee or the Fiscal Agent, all unpaid
interest on such Required Appraisal Loan through the most recent Due Date prior
to the date of calculation (exclusive of any portion thereof that represents
Additional Interest and/or Default Interest), (iii) all accrued and unpaid
Special Servicing Fees, Liquidation Fees and Workout Fees in respect of such
Required Appraisal Loan, (iv) all related unreimbursed Advances made by or on
behalf of (plus all accrued interest on such Advances payable to) the Master
Servicer, the Special Servicer, the Trustee and/or the Fiscal Agent with respect
to such Required Appraisal Loan, (v) any other unpaid Additional Trust Fund
Expenses in respect of such Required Appraisal Loan, and (vi) all currently due
and unpaid real estate taxes and assessments, insurance premiums and, if
applicable, ground rents, and any unfunded improvement or other applicable
reserves, in respect of the related Mortgaged Property or REO Property, as the
case may be (in each case, net of any amounts escrowed with the Master Servicer
or the Special Servicer for such items); over (b) the Required Appraisal Value.

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

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

                                      -11-
<PAGE>

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

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

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

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

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

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

                  "Available Distribution Amount" shall mean, with respect to
any Distribution Date, an amount equal to: (a) the sum, without duplication, of
(i) the aggregate amount of all payments and other collections on or with
respect to the Mortgage Loans and any REO Properties that (A) were received as
of the close of business on the immediately preceding Determination Date and (B)
are on deposit in the Collection Account as of 12:00 noon (New York City time)
on such Distribution Date, (ii) the aggregate amount of any P&I Advances made by
the Master Servicer, the Trustee and/or the Fiscal Agent for distribution on the
Certificates on such Distribution Date pursuant to Section 4.03 and, in the case
of the UBS Warburg Building Mortgage Loan, Section 4.03A, (iii) the aggregate
amount deposited by the Master Servicer in the Collection Account for such
Distribution Date pursuant to Section 3.19(a) in connection with Prepayment
Interest Shortfalls, and (iv) to the extent not included in the amount described
in clause (a)(i) of this definition, if such Distribution Date occurs during
March of 2002 or March of any year thereafter, the aggregate of the Interest
Reserve Amounts transferred from the Interest Reserve Account to the Collection
Account in respect of the Interest Reserve Mortgage Loans for distribution on
such Distribution Date; net of (b) the portion of the aggregate amount described
in clause


                                      -12-
<PAGE>


(a) of this definition that represents one or more of the following-- (i)
collected 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), (iii), (iv) and/or
(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 2002 or January of any year thereafter that is not a leap year or during
February of 2002 or February of any year thereafter, the Interest Reserve
Amounts with respect to the Interest Reserve 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) any amounts deposited in the Collection Account in
error.

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

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

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

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

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

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

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

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

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

                                      -13-
<PAGE>

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

                  "Certificate" shall mean any one of the LB-UBS Commercial
Mortgage Trust 2001-C7, Commercial Mortgage Pass-Through Certificates, Series
2001-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 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


                                      -14-
<PAGE>


"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 and the CMSA Investor Reporting Package (excluding
the CMSA Operating Statement Analysis Report and the CMSA NOI Adjustment
Worksheet).

                  "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-5 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-5 Certificate" shall mean any one of the Certificates
with a "Class A-5" designation on the face thereof, substantially in the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular
interests" in REMIC III for purposes of the REMIC Provisions.

                  "Class A Principal Distribution Cross-Over Date" shall mean
the first Distribution Date as of the commencement of business on which (i) the
Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 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
and Class S 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.

                                      -15-
<PAGE>

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

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

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

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

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

                  "Class Notional Amount" shall mean the aggregate notional
amount of a Class of Interest Only Certificates outstanding as of any date of
determination. As of any date of determination, the Class Notional Amount of
each Class of Interest Only Certificates shall equal the then aggregate of the


                                      -16-
<PAGE>

Component Notional Amounts of all the REMIC III Components of such Class of
Interest Only Certificates.

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

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

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

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

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

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

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

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

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

                  "Class X-CL Certificate" shall mean any one of the
Certificates with a "Class X-CL" designation on the face thereof, substantially
in the form of Exhibit A-2 attached hereto, and evidencing a portion of 22
separate "regular interests" in REMIC III for purposes of the REMIC Provisions

                                      -17-
<PAGE>

                  "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 four (4)
separate "regular interests" in REMIC III for purposes of the REMIC Provisions

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

                  "Closing Date" shall mean December 18, 2001.

                  "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
recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "Bond Level File" available as of
the Closing Date on the CMSA Website, is reasonably acceptable to the Trustee.

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

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

                                      -18-
<PAGE>

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

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

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

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

                  "CMSA Investor Reporting Package" shall mean, collectively:

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

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

                                      -19-
<PAGE>

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

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

                  "CMSA NOI Adjustment Worksheet" shall mean a report prepared
by the Master Servicer with respect to all the Loans other than Specially
Serviced Loans and REO Loans, and by the Special Servicer with respect to
Specially Serviced Loans and REO Loans, which report shall be substantially in
the form of, and contain 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 recommended
by the CMSA for commercial mortgage securities transactions generally and,
insofar as it requires the presentation of information in addition to that
called for by the form of the "NOI Adjustment Worksheet" available as of the
Closing Date on the CMSA Website, is acceptable to the Master Servicer or the
Special Servicer, as applicable.

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

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

                                      -20-
<PAGE>

                  "CMSA Servicer Watch List" shall mean a report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Servicer 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 recommended
by the CMSA for commercial mortgage securities transactions generally and,
insofar as it requires the presentation of information in addition to that
called for by the form of the "Servicer Watch List" available as of the Closing
Date on the CMSA Website, is reasonably acceptable to the Master Servicer or
Special Servicer, as applicable, and in any event, identifying as of the
Determination Date immediately preceding the delivery of such report each Loan
(other than a Specially Serviced Loan or an REO Loan) (i) with a debt service
coverage ratio of less than 1.05x, (ii) that has a Stated Maturity Date
occurring in the next 60 days, (iii) that is delinquent in respect of its real
estate taxes, (iv) for which any outstanding Advances exist, (v) that has been a
Specially Serviced Loan in the past 90 days, (vi) for which the debt service
coverage ratio has decreased by more than 10% in the prior 12 months, (vii) for
which any lease relating to more than 25% of the related Mortgaged Property has
expired, been terminated, is in default or will expire within the next three
months (with no replacement tenant having occupied or reasonably expected,
within the next 45 days, to occupy the space on comparable terms), (viii) that
has been late in making its Monthly Payment three or more times in the preceding
twelve months, (ix) with material deferred maintenance at the related Mortgaged
Property, (x) that is 30 or more days delinquent, (xi) to the extent the Master
Servicer has actual knowledge thereof, with respect to which a tenant or tenants
occupying 25% of the related Mortgaged Property are involved in bankruptcy or
insolvency proceedings, or (xii) in respect of which an inspection carried out
pursuant to Section 3.12(a) revealed a problem reasonably expected to materially
and adversely affect the cash flow of the related Mortgaged Property.

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

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

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

                  "Collection Account" shall mean the segregated account or
accounts created and maintained by the Trustee pursuant to Section 3.04(b),
which shall be entitled "LaSalle Bank National Association [OR NAME OF ANY
SUCCESSOR TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS
Commercial Mortgage Trust 2001-C7, Commercial Mortgage Pass-Through
Certificates, Series 2001-C7".

                                      -21-
<PAGE>

                  "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.

                  "Companion Loan Securities" shall mean, for so long as the UBS
Warburg Building Mortgage Loan or a successor REO Mortgage Loan is part of the
Trust, any class of securities backed by the UBS Warburg Building Companion
Loan.

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

                  "Controlling Class" shall mean, as of any date of
determination, the outstanding Class of Principal Balance Certificates that (a)
bears the latest alphabetical Class designation and (b) has a Class Principal
Balance which is greater than 25% of the Original Class Principal Balance of
such Class; provided that if no Class of Principal Balance Certificates has as
of such date of determination a Class Principal Balance greater than 25% of its
Original Class Principal Balance, then the Controlling Class shall be the then
outstanding Class of Principal Balance Certificates bearing the latest
alphabetical Class designation that has a 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-5 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 2001-C7.

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

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

                                      -22-
<PAGE>

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

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

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

                  "Custodial Account" shall mean any of the Pool Custodial
Account or the UBS Warburg Building Custodial Account.

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

                  "Cut-off Date" shall mean December 11, 2001.

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

                  "Default Charges" shall mean Default Interest and/or late
payment charges that are paid or payable, as the context may require, in respect
of any Loan or REO Loan.

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

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

                                      -23-
<PAGE>

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

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

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

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

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

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

                  "Depositor" shall mean SASCO.

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

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

                  "Determination Date" shall mean the 11th calendar day of each
month (or, if such 11th day is not a Business Day, the Business Day immediately
following), commencing in January 2002.

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

                  "Discount Rate" shall mean, with respect to any prepaid
Mortgage Loan or REO Mortgage Loan, for purposes of allocating any Prepayment
Premium or Yield Maintenance Charge received thereon or with respect thereto
among the respective Classes of the Principal Balance

                                      -24-
<PAGE>


Certificates (other than any Excluded Class thereof), a rate equal to the yield
(when compounded monthly) on the U.S. Treasury issue (primary issue) with a
maturity date closest to the maturity date or, in the case of an ARD Loan, the
anticipated repayment date for such prepaid Mortgage Loan or REO Mortgage Loan,
as published in Federal Reserve Statistical Release H.15 (519) published by the
Federal Reserve Board; provided that if there are two such U.S. Treasury issues
(a) with the same coupon, the issue with the lower yield shall apply, and (b)
with maturity dates equally close to the maturity date for such prepaid Mortgage
Loan or REO Mortgage Loan, the issue with the earliest maturity date shall
apply.

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

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

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

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


                                      -25-
<PAGE>


Classes of Regular Interest Certificates on such Distribution Date as follows:
first, to the respective Classes of Regular Interest Certificates (other than
the Senior Certificates), sequentially in reverse alphabetical order of Class
designation, in each case up to an amount equal to the lesser of any remaining
unallocated portion of such Net Aggregate Prepayment Interest Shortfall and the
amount of any Accrued Certificate Interest in respect of the particular Class of
Certificates for the related Interest Accrual Period; and, thereafter, if and to
the extent that any portion of such Net Aggregate Prepayment Interest Shortfall
remains unallocated, among the respective Classes of Senior Certificates, up to,
and pro rata in accordance with, the respective amounts of Accrued Certificate
Interest for each such Class of Senior Certificates for the related Interest
Accrual Period.

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

                  "Distribution Date" shall mean the date each month, commencing
in January 2002, on which, among other things, the Trustee is to make
distributions on the Certificates, which date shall be the fourth Business Day
following the Determination Date in such calendar month.

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

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

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

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

                  "Eligible Account" shall mean any of: (i) an account
maintained with a federal or state chartered depository institution or trust
company, the long-term deposit or unsecured debt obligations of which are rated
at least "Aa3" by Moody's (if then rated by Moody's, and if not then rated by
Moody's, then an equivalent rating by at least one nationally recognized
statistical rating agency besides S&P) and at least "AA-" (or, if such
depository institution or trust company has short-term unsecured debt
obligations rated at least "A-1" by S&P, at least "A-") by S&P (or, in the case
of either Rating Agency, such lower rating as will not result in an Adverse
Rating Event with respect to any Class of Certificates and, in the case of an
account that relates solely to the UBS Warburg Building Loan Pair, with respect
to


                                      -26-
<PAGE>


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

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

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

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

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

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

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

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

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

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

                                      -27-
<PAGE>

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

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

                  "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 Loan or REO Property (other than a Loan
that was paid in full, and other than a Loan or REO Property, as the case may
be, that was purchased by the Depositor pursuant to Section 2.03(a), by the UBS
Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage Loan Purchase
Agreement, by a Purchase Option Holder or its assignee pursuant to Section 3.18,
by a related mezzanine lender pursuant to a purchase right in connection with a
Loan default as set forth in the related intercreditor agreement, or by the
Depositor, Lehman Brothers, the Special Servicer, a Controlling Class
Certificateholder or the Master Servicer pursuant to Section 9.01, and other
than the UBS Warburg Building Mortgage Loan if purchased by or through the UBS
Warburg Building Companion Loan Noteholder pursuant to the UBS Warburg Building
Co-Lender and Servicing Agreement) that there has been a recovery of all
Insurance Proceeds, Liquidation Proceeds and other payments or recoveries that
the Special Servicer has determined, in accordance with the Servicing Standard,
will be ultimately recoverable.

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

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

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

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

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

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

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

                                      -28-
<PAGE>

                  "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
collected with respect to an ARD Mortgage Loan after its Anticipated Repayment
Date.

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

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

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

                  "Holder" shall mean a Certificateholder.

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

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

                  "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


                                      -29-
<PAGE>

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

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

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

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

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

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

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

                  "Interest Accrual Basis" shall mean the basis on which
interest accrues in respect of any Loan, any REMIC I Regular Interest, any REMIC
II Regular Interest, any Class of Regular Interest Certificates or any
particular REMIC III Component of a Class of Interest Only Certificates, in each
case consisting of one of the following: (i) a 360-day year consisting of twelve
30-day months; (ii)


                                      -30-
<PAGE>


actual number of days elapsed in a 360-day year; (iii) actual number of days
elapsed in a 365-day year; or (iv) actual number of days elapsed in an actual
calendar year (taking account of leap year).

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

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

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

                  "Interest Reserve Account" shall mean the segregated account
or sub-account created and maintained by the Trustee pursuant to Section 3.04(c)
in trust for Certificateholders, which shall be entitled "LaSalle Bank National
Association [OR THE NAME OF ANY SUCCESSOR TRUSTEE], as Trustee, in trust for the
registered holders of LB-UBS Commercial Mortgage Trust 2001-C7, Commercial
Mortgage Pass-Through Certificates, Series 2001-C7".

                  "Interest Reserve Amount" shall mean, with respect to any
Interest Reserve Mortgage Loan, for any Distribution Date that occurs during
February of 2002 or February of any year thereafter or during January of 2002 or
January of any year thereafter that is not a leap year, an amount equal to one
day's interest accrued at the related Mortgage Rate (net of the related
Additional Interest Rate in the case of an ARD Loan after the related
Anticipated Repayment Date) on the related Stated Principal Balance as of the
Due Date in the month in which such Distribution Date occurs (but prior to the
application of any amounts due on such Due Date), to the extent that a Monthly
Payment is received in respect thereof for such Due Date as of the related
Determination Date or a P&I Advance is made in respect thereof for such Due Date
on the related P&I Advance Date.

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

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

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

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

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

                  "Late Collections" shall mean: (a) with respect to any Loan,
all amounts received thereon during any Collection Period, whether as payments,
Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
collections of the principal and/or interest portions of a Monthly Payment
(other than a Balloon Payment) or an Assumed Monthly Payment in respect of such
Loan due or deemed due on a Due Date in a previous Collection Period, or on a
Due Date coinciding with or


                                      -31-
<PAGE>


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

                  "Lehman/Depositor Mortgage Loan Purchase Agreement" shall mean
that certain Mortgage Loan Purchase Agreement dated as of December 5, 2001,
between the Lehman Mortgage Loan Seller and the Depositor.

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

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

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

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

                  "Liquidation Event" shall mean: (a) with respect to any Loan,
any of the following events-- (i) such Loan is paid in full, (ii) a Final
Recovery Determination is made with respect to such Loan, (iii) such Loan is
repurchased by the Depositor pursuant to Section 2.03(a) or by the UBS Mortgage
Loan Seller pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement, (iv)
such Loan is purchased by a Purchase Option Holder or its assignee pursuant to
Section 3.18, (v) such Loan is purchased by the Depositor, Lehman Brothers, the
Special Servicer, a Controlling Class Certificateholder or the Master Servicer
pursuant to Section 9.01, (vi) such Loan is purchased by the holder of a related
mezzanine loan pursuant to a purchase right in connection with a Loan default as
set forth in the related intercreditor agreement, or (vii) in the case of the
UBS Warburg Building Mortgage Loan, such Loan is purchased by or through the UBS
Warburg Building Companion Loan Noteholder pursuant to the UBS Warburg Building
Co-Lender and Servicing Agreement; and (b) with respect to any REO Property (and
the related REO Loan), any of the following events -- (i) a Final Recovery
Determination is made with respect to such REO Property, or (ii) such REO
Property is purchased by the Depositor, Lehman Brothers, the Special Servicer, a
Controlling Class Certificateholder or the Master Servicer pursuant to Section
9.01.

                  "Liquidation Fee" shall mean, with respect to each Specially
Serviced Loan or REO Property, the fee designated as such and payable to the
Special Servicer pursuant to Section 3.11(c), provided that no Liquidation Fee
shall be payable with respect to any Specially Serviced Loan or REO Property
that is (i) repurchased by the Depositor pursuant to Section 2.03(a) or by the
UBS Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage Loan Purchase
Agreement, (ii) purchased by a Purchase Option Holder or its assignee pursuant
to Section 3.18, (iii) purchased by the Depositor,


                                      -32-
<PAGE>

Lehman Brothers, the Special Servicer, a Controlling Class Certificateholder or
the Master Servicer pursuant to Section 9.01, (iv) purchased by or through the
UBS Warburg Building Companion Loan Noteholder pursuant to the UBS Warburg
Building Co-Lender and Servicing Agreement), (v) purchased by the holder of a
related mezzanine loan pursuant to a purchase right in connection with a Loan
default as set forth in the related intercreditor agreement, or (vi) the subject
of a condemnation or other governmental taking of the related Mortgaged Property
or REO Property.

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

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

                  "Loan" shall mean any Mortgage Loan or the UBS Warburg
Building Companion Loan.

                  "Loan Pair" shall mean the UBS Warburg Building Loan Pair.

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

                  "Loan Payoff Notification Report" shall mean a report
containing substantially the information described in Exhibit E attached hereto,
and setting forth for each Loan as to which written notice of anticipated payoff
has been received as of the Determination Date preceding the delivery of such
report, among other things, the mortgage loan number, the property name, the
ending scheduled loan balance for the Collection Period ending on such
Determination Date, the expected date of


                                      -33-
<PAGE>


payment, the expected related Distribution Date and the estimated amount of
the Yield Maintenance Charge or Prepayment Premium due (if any).

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

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

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

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

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

                  "Master Servicing Fee Rate" shall mean: (a) with respect to
each Mortgage Loan (or successor REO Mortgage Loan), a rate per annum equal to
the related Administrative Cost Rate minus (i) the Trustee Fee Rate and (ii) the
Standby Servicing Fee Rate; and (b) with respect to the UBS Warburg Building
Companion Loan (or successor REO Loan), 0.025% 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 Loan as to which any Servicing
Transfer Event has occurred and which has been modified by the Special Servicer
pursuant to Section 3.20 in a manner that:

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

                  (b) except as expressly contemplated by the related Loan
documents, results in a release of the lien of the related Mortgage on any
material portion of the related Mortgaged Property


                                      -34-
<PAGE>


without a corresponding Principal Prepayment in an amount, or the delivery of
substitute real property collateral with a fair market value (as is), that is
not less than the fair market value (as is) of the property to be released, as
determined by an appraisal delivered to the Special Servicer (at the expense of
the related Mortgagor and upon which the Special Servicer may conclusively
rely); or

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

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

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

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

                  "Mortgage File" shall mean, with respect to any Mortgage Loan
and, in the case of the UBS Warburg Building Mortgage Loan, also with respect to
the UBS Warburg Building Companion Loan, the following documents collectively
(which, in the case of the UBS Warburg Building Loan Pair, except for the
Mortgage Note referred to in clause (i) and clause (vi) of this definition,
relate to the entire Loan Pair):

                           (i) (A) the original executed Mortgage Note for such
         Mortgage Loan, endorsed (without recourse, representation or warranty,
         express or implied) to the order of "LaSalle Bank National Association,
         as trustee for the registered holders of LB-UBS Commercial Mortgage
         Trust 2001-C7, Commercial Mortgage Pass-Through Certificates, Series
         2001-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
         UBS Warburg Building Mortgage Loan, a copy of the executed Mortgage
         Note for the UBS Warburg Building Companion Loan;

                                      -35-
<PAGE>

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

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

                           (iv) an original executed assignment, in recordable
         form (except for recording information not yet available if the
         instrument being assigned has not been returned from the applicable
         recording office), of (a) the Mortgage and (b) any related Assignment
         of Leases (if such item is a document separate from the Mortgage), in
         favor of "LaSalle Bank National Association, in its capacity as trustee
         for the registered holders of LB-UBS Commercial Mortgage Trust 2001-C7,
         Commercial Mortgage Pass-Through Certificates, Series 2001-C7" (or, in
         the case of the UBS Warburg Building Loan Pair, in favor of "LaSalle
         Bank National Association, in its capacity as trustee for the
         registered holders of LB-UBS Commercial Mortgage Trust 2001-C7,
         Commercial Mortgage Pass-Through Certificates, Series 2001-C7, and in
         its capacity as lead lender on behalf of the UBS Warburg Building
         Companion Loan Noteholder") (or, in each case, a copy thereof,
         certified to be the copy of such assignment submitted for recording);

                           (v) an original assignment of all unrecorded
         documents relating to the Mortgage Loan, in favor of "LaSalle Bank
         National Association, as trustee for the registered holders of LB-UBS
         Commercial Mortgage Trust 2001-C7, Commercial Mortgage Pass-Through
         Certificates, Series 2001-C7" (or, in the case of the UBS Warburg
         Building Loan Pair, in favor of "LaSalle Bank National Association, in
         its capacity as trustee for the registered holders of LB-UBS Commercial
         Mortgage Trust 2001-C7, Commercial Mortgage Pass-Through Certificates,
         Series 2001-C7, and in its capacity as lead lender on behalf of the UBS
         Warburg Building Companion Loan Noteholder");

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

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

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


                                      -36-
<PAGE>

         Commercial Mortgage Trust 2001-C7, Commercial Mortgage Pass-Through
         Certificates, Series 2001-C7" (or, in the case of the UBS Warburg
         Building Loan Pair, in favor of "LaSalle Bank National Association, in
         its capacity as trustee for the registered holders of LB-UBS
         Commercial Mortgage Trust 2001-C7, Commercial Mortgage Pass-Through
         Certificates, Series 2001-C7, and in its capacity as lead lender on
         behalf of the UBS Warburg Building Companion Loan Noteholder");

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

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

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

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

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

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

                           (xv) an original assignment of any related security
         agreement (if such item is a document separate from the Mortgage and if
         such item is not included in the assignment described in clause (v)),
         in favor of "LaSalle Bank National Association, in its capacity as
         trustee for the registered holders of LB-UBS Commercial Mortgage Trust
         2001-C7, Commercial Mortgage Pass-Through Certificates, Series 2001-C7"
         (or, in the case of the UBS Warburg Building Loan Pair, in favor of
         "LaSalle Bank National Association, in its capacity as trustee for the
         registered holders of LB-UBS Commercial Mortgage Trust 2001-C7,
         Commercial Mortgage Pass-Through Certificates, Series 2001-C7, and in
         its capacity as lead lender on behalf of the UBS Warburg Building
         Companion Loan Noteholder");

                           (xvi) in the case of the UBS Warburg Building Loan
         Pair, the UBS Warburg Building Co-Lender and Servicing Agreement;

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

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

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

                                      -37-
<PAGE>

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

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

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

                         (i) the Mortgage Loan number;

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

                         (iii) the Cut-off Date Balance;

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

                         (v) the original Mortgage Rate;

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

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

                         (viii) the Interest Accrual Basis;

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

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

                         (xi) the related Mortgage Loan Seller;

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

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

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

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

                                      -38-
<PAGE>

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

                  "Mortgage Pool" shall mean all of the Mortgage Loans and any
successor REO Loans, collectively. The Mortgage Pool does not include the UBS
Warburg Building Companion Loan or any REO Loan related thereto.

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

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

                  "Mortgage Rate" shall mean, with respect to each Loan (and any
successor REO Loan), the related annualized rate at which interest is scheduled
(in the absence of a default) to accrue on such Loan from time to time in
accordance with the related Mortgage Note and applicable law, as such rate may
be modified in accordance with Section 3.20 or in connection with a bankruptcy,
insolvency or similar proceeding involving the related Mortgagor. In the case of
each of the UBS Building Mortgage Loan and the UBS Warburg Building Companion
Loan, the related annualized rate referred to in the preceding sentence is the
weighted average of the annualized rates at which interest is scheduled (in the
absence of default) to accrue on the respective components of such Loan from
time to time. In the case of each ARD Loan, the related Mortgage Rate shall
increase in accordance with the related Mortgage Note if the particular loan is
not paid in full by its Anticipated Repayment Date.

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

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

                  "Net Adjusted REMIC II Remittance Rate" shall mean:

                         (a) with respect to REMIC II Regular Interest A-5-2 for
                    any Interest Accrual Period, 6.133% per annum;

                                      -39-
<PAGE>

                         (b) with respect to REMIC II Regular Interest B for any
                    Interest Accrual Period, 6.299% per annum;

                         (c) with respect to REMIC II Regular Interest C for any
                    Interest Accrual Period, a rate equal to the lesser of (i)
                    6.377% per annum and (ii) the Weighted Average REMIC I
                    Remittance Rate for such Interest Accrual Period; and

                         (d) with respect to REMIC II Regular Interest D-2 for
                    any Interest Accrual Period, a rate equal to the lesser of
                    (i) 6.514% per annum and (ii) the Weighted Average REMIC I
                    Remittance Rate for such Interest Accrual Period.

                  "Net Aggregate Prepayment Interest Shortfall" shall mean, with
respect to any Distribution Date, the amount, if any, by which (a) the aggregate
of all Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments on the Mortgage Loans (including Specially Serviced
Mortgage Loans) during the related Collection Period, exceeds (b) the aggregate
amount deposited by the Master Servicer in the Collection Account for such
Distribution Date pursuant to Section 3.19(a) in connection with such Prepayment
Interest Shortfalls.

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

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

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

                  "Net Mortgage Rate" shall mean, with respect to any Mortgage
Loan or REO Mortgage Loan, as of any date of determination, a rate per annum
equal to the then related Mortgage Rate minus the sum of the Trustee Fee Rate,
the related Master Servicing Fee Rate, the Standby Servicing Fee Rate and, in
the case of an ARD Loan after its Anticipated Repayment Date, the related
Additional Interest Rate.

                                      -40-
<PAGE>

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

                  "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 UBS Warburg
Building Loan Pair, the UBS Warburg Building Companion Loan Noteholder.

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

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

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

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

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

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

                  "Opinion of Counsel" shall mean a written opinion of
Independent counsel acceptable to and delivered to the Trustee or any other
specified Person, as the case may be.

                  "Original Class Notional Amount" shall mean, with respect to
either Class of Interest Only Certificates, the initial Class Notional Amount of
each such Class as of the Closing Date, which shall equal $1,209,908,173, in the
case of the Class X-CL Certificates, and $577,735,531, in the case of the Class
X-CP Certificates.

                                      -41-
<PAGE>

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

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

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

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

                  "P&I Advance Date" shall mean the date each month, commencing
in January 2002, on which, among other things, the Master Servicer is required
to make P&I Advances, which date shall be the Business Day immediately preceding
each Distribution Date.

                  "Pass-Through Rate" shall mean:

                  (a) with respect to the Class A-1 Certificates for any
Interest Accrual Period, 4.872% per annum;

                  (b) with respect to the Class A-2 Certificates for any
Interest Accrual Period, 5.533% per annum;

                  (c) with respect to the Class A-3 Certificates for any
Interest Accrual Period, 5.642% per annum;

                  (d) with respect to the Class A-4 Certificates for any
Interest Accrual Period, 5.934% per annum;

                  (e) with respect to the Class A-5 Certificates for any
Interest Accrual Period, 6.133% per annum;

                  (f) with respect to the Class B Certificates for any Interest
Accrual Period, 6.299% per annum;

                  (g) with respect to the Class C Certificates for any Interest
Accrual Period, a rate equal to the lesser of (i) 6.377% per annum and (ii) the
Weighted Average REMIC I Remittance Rate for such Interest Accrual Period;

                  (h) with respect to the Class D Certificates for any Interest
Accrual Period, a rate equal to the lesser of (i) 6.514% per annum and (ii) the
Weighted Average REMIC I Remittance Rate for such Interest Accrual Period;

                  (i) with respect to the Class E Certificates for any Interest
Accrual Period, a rate equal to the lesser of (i) 6.632% per annum and (ii) the
Weighted Average REMIC I Remittance Rate for such Interest Accrual Period;

                                      -42-
<PAGE>

                  (j) with respect to the Class F Certificates for any Interest
Accrual Period, a rate equal to the lesser of (i) 6.837% per annum and (ii) the
Weighted Average REMIC I Remittance Rate for such Interest Accrual Period;

                  (k) with respect to the Class G Certificates for any Interest
Accrual Period, a rate equal to the lesser of (i) 6.850% per annum and (ii) the
Weighted Average REMIC I Remittance Rate for such Interest Accrual Period;

                  (l) with respect to the Class H Certificates for any Interest
Accrual Period, the Weighted Average REMIC I Remittance Rate for such Interest
Accrual Period;

                  (m) with respect to the Class J Certificates for any Interest
Accrual Period, 5.868% per annum;

                  (n) with respect to the Class K Certificates for any Interest
Accrual Period, 5.868% per annum;

                  (o) with respect to the Class L Certificates for any Interest
Accrual Period, 5.868% per annum;

                  (p) with respect to the Class M Certificates for any Interest
Accrual Period, 5.868% per annum;

                  (q) with respect to the Class N Certificates for any Interest
Accrual Period, 5.868% per annum;

                  (r) with respect to the Class P Certificates for any Interest
Accrual Period, 5.868% per annum;

                  (s) with respect to the Class Q Certificates for any Interest
Accrual Period, 5.868% per annum;

                  (t) with respect to the Class S Certificates for any Interest
Accrual Period, 5.868% per annum;

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

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

                                      -43-
<PAGE>

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

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

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

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

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

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

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

                           (ii) repurchase obligations with respect to any
         security described in clause (i) of this definition (having original
         maturities of not more than 365 days), provided that the short-term
         deposit or debt obligations of the party agreeing to repurchase such
         obligations are rated in the highest rating category of each of Moody's
         (if then rated by Moody's, and if not then rated by Moody's, then an
         equivalent rating by at least one additional nationally recognized
         statistical rating agency besides S&P) and S&P (or, in the case of
         either Rating Agency, such lower rating as will not result in an
         Adverse Rating Event with respect to any Class of Certificates and, in
         the case of an investment being made with funds that relate solely to
         the UBS Warburg Building Loan Pair, with respect to any class of
         Companion Loan Securities, as evidenced in writing by


                                      -44-
<PAGE>


         such Rating Agency). In addition, any such item by its terms must have
         a predetermined fixed dollar amount of principal due at maturity that
         cannot vary or change. Interest may either be fixed or variable. If
         such interest is variable, interest must be tied to a single interest
         rate index plus a single fixed spread (if any), and move
         proportionately with that index;

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

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

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

                           (vi) any other obligation or security that (A) is
         acceptable to each Rating Agency, evidence of which acceptability shall
         be provided in writing by each Rating Agency to


                                      -45-
<PAGE>


         the Master Servicer, the Special Servicer and the Trustee, and (B)
         constitutes a "cash flow investment" (within the meaning of the REMIC
         Provisions), as evidenced by an Opinion of Counsel obtained at the
         expense of the Person that wishes to include such obligation or
         security as a Permitted Investment;

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

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

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

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

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

                  "Pool Custodial Account" shall mean the segregated account or
accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee in trust for the Certificateholders, which
shall be entitled "First Union National Bank [OR THE NAME OF ANY 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 2001-C7, Commercial
Mortgage Pass-Through Certificates, Series 2001-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 "Lend Lease Asset Management, L.P. [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 2001-C7, Commercial
Mortgage Pass-Through Certificates, Series 2001-C7, Pool REO Account".

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

                                      -46-
<PAGE>

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

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

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

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

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

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

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

                  "Primary Servicing Office" shall mean the offices of the
Master Servicer or the Special Servicer, as the context may require, that are
primarily responsible for such party's servicing obligations hereunder. As of
the Closing Date, the Primary Servicing Office of the Master Servicer is located
at NC


                                      -47-
<PAGE>

1075, 8739 Research Drive, URP-4, Charlotte, North Carolina 28288-1075, and the
Primary Servicing Office of the Special Servicer is located at 700 North Pearl
Street, Suite 2400, Dallas, Texas 75201.

                  "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 UBS Warburg Building Companion Loan
Noteholder in writing of its selection.

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

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

                  (a) the aggregate of all payments of principal (other than
Principal Prepayments) received on the Mortgage Loans during the related
Collection Period, in each case exclusive of any portion of the particular
payment that represents a Late Collection of principal for which a P&I Advance
was previously made for a prior Distribution Date or that represents the
principal portion of a 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 Mortgage Loans for their respective Due Dates
occurring during the related Collection Period, that were received prior to the
related Collection Period;

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

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

                  (e) the aggregate of all Liquidation Proceeds, Insurance
Proceeds and REO Revenues received in respect of any REO Properties during the
related Collection Period that were identified and applied by the Master
Servicer as recoveries of principal of the related REO 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 for a prior Distribution Date; and

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

                                      -48-
<PAGE>

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 UBS Warburg
Building Companion Loan or any successor REO Loan.

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

                  "Prohibited Transaction Exemption" shall mean Prohibited
Transaction Exemption 91-14 granted to a predecessor of Lehman Brothers by the
United States Department of Labor.

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

                  "Prospectus" shall mean the prospectus dated November 19,
2001, as supplemented by the Prospectus Supplement, relating to the Registered
Certificates.

                  "Prospectus Supplement" shall mean the prospectus supplement
dated December 5, 2001, relating to the Registered Certificates.

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

                  "Purchase Price" shall mean, with respect to any Mortgage Loan
(or REO Property), a cash price equal to the aggregate of: (a) the outstanding
principal balance of such Mortgage Loan (or the related REO Loan) as of the date
of purchase, (b) all accrued and unpaid interest on such Mortgage Loan (or the
related REO Loan) to, but not including, the Due Date in the Collection Period
of purchase (exclusive, however, of any portion of such accrued but unpaid
interest that represents Default Interest or, in the case of an ARD Loan after
its Anticipated Repayment Date, Additional Interest), (c) all related
unreimbursed Servicing Advances, (d) all accrued and unpaid interest in respect
of related Advances in accordance with Section 3.11(g), Section 4.03(d) and/or
(in the case of the UBS Warburg Building Mortgage Loan, subject to the first
following proviso) Section 4.03A(d), and (e) in the case of a purchase by the
Depositor pursuant to Section 2.03(a) or by the UBS Mortgage Loan Seller
pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement, (i) to the
extent not otherwise included in the amount described in clause (d) of this
definition, any unpaid Special Servicing Fees and other Additional Trust Fund
Expenses with respect to such Mortgage Loan (or REO Property), and (ii) to the
extent not otherwise included in the amount described in clause (c) of this
definition, any costs and expenses incurred by the Master Servicer, the Special
Servicer or the Trustee (on behalf of the Trust) in enforcing the obligation of
such Person to purchase such Mortgage Loan; provided that in the case of the UBS
Warburg Building Mortgage Loan, the Purchase Price calculated above shall be
reduced by any related unpaid Master Servicing Fees, unpaid Standby 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 to the Master Servicer
and/or the Special Servicer in respect of such Mortgage Loan pursuant to the
terms of any relevant servicing agreement that is to govern the servicing and
administration of the UBS Warburg Building Loan Pair (which amounts shall no
longer be payable hereunder); and provided, further, that, in the case of an REO
Property that relates to the UBS Warburg Building Mortgage Loan, the Purchase
Price shall instead equal the greater of (x) the fair market value of such REO
Property, based on a recent appraisal meeting


                                      -49-
<PAGE>

the criteria for a Required Appraisal, and (y) the aggregate of the amounts
described in clauses (a), (b), (c), (d) and, if applicable, (e) above with
respect to both REO Loans comprising the UBS Warburg Building Loan Pair.

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

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

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

                  "Rated Final Distribution Date" shall mean: (a) with respect
to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, the
Distribution Date in December 2025; (b) with respect to the Class A-5
Certificates, the Distribution Date in December 2030; and (c) with respect to
the other Classes of Certificates, other than the Class S, Class R-I, Class
R-II, Class R-III and Class V Certificates, the Distribution Date in November
2033.

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

                  "Realized Loss" shall mean: (1) with respect to each Loan as
to which a Final Recovery Determination has been made, or with respect to any
successor REO Loan as to which a Final Recovery Determination has been made as
to the related REO Property, an amount (not less than zero) equal to the excess,
if any, of (a) the sum of (i) the unpaid principal balance of such Loan or REO
Loan, as the case may be, as of the commencement of the Collection Period in
which the Final Recovery Determination was made, plus (ii) without taking into
account the amount described in subclause (1)(b) of this definition, all accrued
but unpaid interest on such Loan or such REO Loan, as the case may be, to but
not including the Due Date in the Collection Period in which the Final Recovery
Determination was made (exclusive, however, of any portion of such accrued but
unpaid interest that represents Default Interest or, in the case of an ARD Loan
after its Anticipated Repayment Date, Additional Interest), over (b) all
payments and proceeds, if any, received in respect of such Loan or, to the
extent allocable to such REO Loan, the related REO Property, as the case may be,
during the Collection Period in which such Final Recovery Determination was
made, insofar as such payments and proceeds are allocable to interest (other
than Default Interest and Additional Interest) on or principal of such Loan or
REO Loan; (2) with respect to each Loan as to which any portion of the principal
or previously accrued interest payable thereunder was canceled in connection
with a bankruptcy or similar proceeding involving the related Mortgagor or a
modification, extension, waiver or amendment of such Loan granted or agreed to
by the Special Servicer pursuant to Section 3.20, the amount of such principal
and/or interest (other than Default Interest and, in the case of an ARD Loan
after its Anticipated Repayment Date, Additional Interest) so canceled; and (3)
with respect to each Loan as to which the Mortgage Rate thereon has been
permanently reduced and not recaptured for any period in connection with a
bankruptcy or similar proceeding involving the related Mortgagor or a
modification, extension, waiver or amendment of such Loan granted or agreed to
by the Special Servicer pursuant to Section 3.20, 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).

                                      -50-
<PAGE>

                  "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.

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

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

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

                  "Registered Certificate" shall mean any Certificate that has
been the subject of registration under the Securities Act. As of the Closing
Date, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class B, Class
C, Class D and Class E 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.

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

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

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

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

                  "REMIC I" shall mean the segregated pool of assets
constituting the primary trust created hereby and to be administered hereunder
with respect to which a separate REMIC election is to be made, and consisting
of: (i) the Mortgage Loans as from time to time are subject to this Agreement
and all payments under and proceeds of such Mortgage Loans received after the
Closing Date (other than scheduled payments of interest and principal due on or
before the Cut-off Date, other than Additional Interest collected in respect of
the ARD Mortgage Loans after their respective Anticipated Repayment Dates),
together with all documents included in the related Mortgage Files and any
related Escrow


                                      -51-
<PAGE>

Payments and Reserve Funds; (ii) any REO Property acquired in respect of a
Mortgage Loan; (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 collected in respect of the ARD Mortgage Loans
after their respective Anticipated Repayment Dates; and (iv) the rights of the
Depositor under the UBS/Depositor Mortgage Loan Purchase Agreement; provided
that REMIC I shall not include the UBS Warburg Building Companion Loan or any
payments or other collections of principal, interest, Prepayment Premiums, Yield
Maintenance Charges or other amounts on the UBS Warburg Building Companion Loan.

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

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

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

                  "REMIC II Regular Interest" shall mean any of the 22 separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a "regular interest" in REMIC II. Each REMIC II Regular Interest
shall accrue interest at the REMIC II Remittance Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. The designations for the respective REMIC II Regular Interests are set
forth in the Preliminary Statement hereto.

                  "REMIC II Remittance Rate" shall mean, with respect to each
REMIC II Regular Interest for any Interest Accrual Period, the Weighted Average
REMIC I Remittance Rate for such Interest Accrual Period.

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


                                      -52-
<PAGE>

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

                  "REMIC III Component" shall mean:

                           (a) with respect to the Class X-CL Certificates, any
         of the following 22 components of the Class X-CL Certificates: REMIC
         III Component X-CL-A-1, REMIC III Component X-CL-A-2, REMIC III
         Component X-CL-A-3, REMIC III Component X-CL-A-4, REMIC III Component
         X-CL-A-5-1, REMIC III Component X-CL-A-5-2, REMIC III Component X-CL-B,
         REMIC III Component X-CL-C, REMIC III Component X-CL-D-1, REMIC III
         Component X-CL-D-2, 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 and REMIC III
         Component X-CL-S, 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 four (4) components of the Class X-CP Certificates:
         REMIC III Component X-CP-A-5-2, REMIC III Component X-CP-B, REMIC III
         Component X-CP-C and REMIC III Component X-CP-D-2, each of which (i)
         constitutes a separate "regular interest" in REMIC III for purposes of
         the REMIC Provisions, (ii) relates to its Corresponding REMIC II
         Regular Interest, and (iii) has a Component Notional Amount equal to
         the Uncertificated Principal Balance of its Corresponding REMIC II
         Regular Interest outstanding from time to time.

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

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

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

                  "REO Account" shall mean any of the Pool REO Account and the
UBS Warburg Building REO Account.

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

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

                                      -53-
<PAGE>

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

                  "REO Loan" shall mean the mortgage loan (or, if the UBS
Warburg Building Loan Pair is involved, either of the two mortgage loans) deemed
for purposes hereof to be outstanding with respect to each REO Property. Each
REO Loan shall be deemed to provide for monthly payments of principal and/or
interest equal to its Assumed Monthly Payment and otherwise to have the same
terms and conditions as its predecessor Loan (such terms and conditions to be
applied without regard to the default on such predecessor Loan and the
acquisition of the related REO Property as part of the Trust Fund). Each REO
Loan shall be deemed to have an initial unpaid principal balance and Stated
Principal Balance equal to the unpaid principal balance and Stated Principal
Balance, respectively, of its predecessor Loan as of the date of the related REO
Acquisition. All Monthly Payments (other than a Balloon Payment), Assumed
Monthly Payments (in the case of a Balloon Loan delinquent in respect of its
Balloon Payment) and other amounts due and owing, or deemed to be due and owing,
in respect of the predecessor Loan as of the date of the related REO
Acquisition, shall be deemed to continue to be due and owing in respect of an
REO Loan. Collections in respect of each REO Loan (after provision for amounts
to be applied to the payment of, or to be reimbursed to the Master Servicer or
the Special Servicer for the payment of, the costs of operating, managing and
maintaining the related REO Property or for the reimbursement of the Master
Servicer or the Special Servicer for other related Servicing Advances) shall be
treated: first, as a recovery of accrued and unpaid interest on such REO Loan at
the related Mortgage Rate to but not including the Due Date in the Collection
Period of receipt (exclusive, however, in the case of an REO Loan that relates
to an ARD Loan after its Anticipated Repayment Date, of any such accrued and
unpaid interest that constitutes Additional Interest); second, as a recovery of
principal of such REO Loan to the extent of its entire unpaid principal balance;
third, in accordance with the normal servicing practices of the Master Servicer,
as a recovery of any other amounts due and owing in respect of such REO Loan
(exclusive, however, in the case of an REO Loan that relates to an ARD Loan
after its Anticipated Repayment Date, of any such accrued and unpaid interest
that constitutes Additional Interest); and fourth, in the case of an REO Loan
that relates to an ARD Loan after its Anticipated Repayment Date, as a recovery
of accrued and unpaid Additional Interest on such REO Loan; provided, however,
that if the UBS Warburg Building Loan Pair become REO Loans, collections in
respect of such REO Loans shall be applied to amounts due and owing in respect
of such REO Loans as provided in Section 4.01 of the UBS Warburg Building
Co-Lender and Servicing Agreement. Notwithstanding the foregoing, all amounts
payable or reimbursable to the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent in respect of the predecessor Loan as of the date of
the related REO Acquisition, including any unpaid Servicing Fees and any
unreimbursed Servicing Advances and P&I Advances, together with any interest
accrued and payable to the Master Servicer, the Special Servicer, the Trustee or
the Fiscal Agent in respect of such Servicing Advances and P&I Advances in
accordance with Sections 3.11(g), 4.03(d) and 4.03A(d), respectively, shall
continue to be payable or reimbursable to the Master Servicer, the Special
Servicer, the Trustee or the Fiscal Agent, as the case may be, in respect of an
REO Loan.

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

                  "REO Property" shall mean a Mortgaged Property acquired on
behalf and in the name of the Trustee for the benefit of the Certificateholders
and, in the case of the UBS Warburg Building Mortgaged Property, also for the
benefit of the UBS Warburg Building Companion Loan Noteholder, as

                                      -54-
<PAGE>

their interests may appear, through foreclosure, acceptance of a deed-in-lieu of
foreclosure or otherwise in accordance with applicable law in connection with
the default or imminent default of a Loan.

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

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

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

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

                  "Required Appraisal Loan" shall mean any Mortgage Loan or Loan
Pair (i) that becomes a Modified Loan, (ii) that is 60 days or more delinquent
in respect of any Monthly Payment, except for a Balloon Payment, (iii) that is
delinquent in respect of its Balloon Payment, if any, for (A) 20 days, or (B) if
the related Mortgagor shall have delivered a refinancing commitment acceptable
to the Special Servicer prior to the date the subject Balloon Payment was due,
30 days, (iv) with respect to which the related Mortgaged Property has become an
REO Property, (v) with respect to which a receiver or similar official is
appointed and continues for 60 days in such capacity in respect of the related
Mortgaged Property, (vi) with respect to which the related Mortgagor is subject
to a bankruptcy, insolvency or similar proceedings, which, in the case of an
involuntary bankruptcy, insolvency or similar proceeding, has not been dismissed
within 60 days of the commencement thereof, or (vii) that remains outstanding
five (5) years following any extension of its maturity date pursuant to Section
3.20. Any Required Appraisal Loan (other than a Mortgage Loan that became a
Required Appraisal Loan pursuant to clause (vii) above) shall cease to be such
at such time as it has become a Corrected Loan (except if such Required
Appraisal Loan had not become a Specially Serviced Loan at the time the
applicable event(s) described in any of clauses (i) through (vii) above ceased
to exist), it has remained current for at least three (3) consecutive Monthly
Payments, and no other event described in clauses (i) through (vii) above has
occurred with respect thereto during the preceding three-month period. For
purposes of this Agreement, the two Loans constituting the UBS Warburg Building
Loan Pair shall, upon the occurrence of any of the events described in clauses
(i) through (vii) of this definition in respect of either such Loan, be deemed
to be a single "Required Appraisal Loan".

                  "Required Appraisal Value" shall mean, with respect to any
Mortgaged Property securing (or REO Property relating to) a Required Appraisal
Loan, an amount equal to the sum of: (a) the excess, if any, of (i) 90% of the
Appraised Value of such Mortgaged Property (or REO Property) as determined by
the most recent Required Appraisal or any letter update of such Required
Appraisal, over (ii) the amount of any obligations secured by liens on such
Mortgaged Property (or REO Property) that are prior



                                      -55-
<PAGE>

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 and, if applicable, ground
rents, (ii) are not otherwise scheduled to be applied or utilized (except to pay
debt service on such Required Appraisal Loan) within the twelve-month period
following the date of determination and (iii) may be applied towards the
reduction of the principal balance of such Required Appraisal Loan; plus (c) the
amount of any letter of credit constituting additional security for such
Required Appraisal Loan and that may be applied towards the reduction of the
principal balance of such Required Appraisal Loan.

                  "Reserve Account" shall mean each of the Pool Reserve Account
and the UBS Warburg Building Reserve Account.

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

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

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

                  "Restricted Servicer Reports" shall mean each of the CMSA
Servicer Watch List, the CMSA Operating Statement Analysis Report, the CMSA NOI
Adjustment Worksheet, the CMSA Financial File and the CMSA Comparative Financial
Status Report.

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

                  "Rule 144A/IAI 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.

                  "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.

                                      -56-
<PAGE>

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

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

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

                  "Senior Certificate" shall mean any Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class X-CL or Class X-CP Certificate.

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

                  "Servicing Account" shall mean each of the Pool Servicing
Account and the UBS Warburg Building Servicing Account.

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

                                      -57-
<PAGE>

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

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

                  "Servicing Officer" shall mean any officer or employee of the
Master Servicer or the Special Servicer involved in, or responsible for, the
administration and servicing of the 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 Loans and any
REO Properties that such party is obligated to service and administer pursuant
to this Agreement: (i) in accordance with the higher of the following standards
of care: (A) the same manner in which, and with the same care, skill, prudence
and diligence with which, the Master Servicer or the Special Servicer, as the
case may be, services and administers comparable mortgage loans with similar
borrowers and comparable REO properties for other third-party portfolios (giving
due consideration to the customary and usual standards of practice of prudent
institutional commercial mortgage lenders servicing their own mortgage loans and
REO properties), and (B) the same manner in which, and with the same care,
skill, prudence and diligence with which, the Master Servicer or Special
Servicer, as the case may be, services and administers comparable mortgage loans
owned by the Master Servicer or Special Servicer, as the case may be, in either
case exercising reasonable business judgment and acting in accordance with
applicable law, the terms of this Agreement and the terms of the respective
Loans, (ii) with a view to: (A) the timely recovery of all payments of principal
and interest, including Balloon Payments, under the Loans or, in the case of (A)
a Specially Serviced Loan that the Special Servicer determines, in its
reasonable, good faith judgment, will not become a Corrected Loan or (B) a
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 UBS Warburg Building Loan
Pair is involved, with a view to the maximization of recovery on the Loan Pair
to the Certificateholders and the UBS Warburg Building Companion Loan Noteholder
(as a collective whole)) of principal and interest, including Balloon Payments,
on a present value basis (the relevant discounting of anticipated collections
that will be distributable to the Certificateholders (or, in the case of the UBS
Warburg Building Loan Pair, to the Certificateholders and the UBS Warburg
Building Companion Noteholder) to be performed at the related Mortgage Rate (or,
in the case of the UBS Warburg Building Loan Pair, at the weighted average of
the Mortgage Rates for the Loan Pair); and (iii) without regard to (A) any
relationship, including as lender on any other debt, that the Master Servicer or
the Special Servicer, as the case may be, or any Affiliate thereof, may have
with any of the related Mortgagors, or any Affiliate thereof, or any other party
to this Agreement; (B) the ownership of any Certificate (or any security backed
by the UBS Warburg Building Companion Loan) by the Master Servicer or the
Special Servicer, as the case may be, or any Affiliate thereof; (C) the
obligation of the Master Servicer or the Special Servicer, as the case



                                      -58-
<PAGE>

may be, to make Advances; (D) the right of the Master Servicer or the Special
Servicer, as the case may be, or any Affiliate of either of them, to receive
compensation or reimbursement of costs hereunder generally or with respect to
any particular transaction; and (E) the ownership, servicing or management for
others of any other mortgage loan or real property not subject to this Agreement
by the Master Servicer or the Special Servicer, as the case may be, or any
Affiliate thereof.

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

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

                  "Single Purpose Entity" shall mean an entity, other than an
individual, whose organizational documents and/or the related Loan documents
provide substantially to the effect that: (i) it was formed or organized solely
for the purpose of either owning and operating the Mortgaged Property or
Properties securing one or more Loans, or owning and pledging Defeasance
Collateral in connection with the defeasance of a Defeasance Loan, as the case
may be, (ii) it may not engage in any business unrelated to such Mortgaged
Property or Properties or such Defeasance Collateral, as the case may be, (iii)
it will not have any assets other than those related to its interest in and
operation of such Mortgaged Property or such Defeasance Collateral, as the case
may be, (iv) it may not incur indebtedness other than incidental to its
ownership and operation of the applicable Mortgaged Property or Properties or
Defeasance Collateral, as the case may be, (v) it will maintain its own books
and records and accounts separate and apart from any other Person, (vi) it will
hold itself out as a legal entity, separate and apart from any other Person and,
(vii) in the case of such an entity whose sole purpose is owning or operating a
Mortgaged Property, it will have an independent director or, if such entity is a
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 Lend Lease Asset Management,
L.P., in its capacity as special servicer hereunder, or any successor special
servicer appointed as herein provided.

                  "Special Servicer Assumption Review Fee" shall mean, with
respect to each Loan that is not a Specially Serviced Loan, the fee due and
owing to the Special Servicer upon its review of a proposed assumption, payable
(pursuant to Section 3.11(d)) solely from amounts collected from the related
Mortgagor pursuant to the related Loan documents in connection with an
assumption or substitution agreement executed pursuant to Section 3.08(a) and/or
(b), which fee shall be equal to the lesser of (a) $2,500 and (b) 50% of the
aggregate amount collected from the related Mortgagor as an assumption fee,
assumption application fee and/or other comparable fee in connection with such
an assumption or substitution agreement.

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

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



                                      -59-
<PAGE>

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

                  (a) the related Mortgagor has failed to make when due any
Monthly Payment (including a Balloon Payment), which failure continues, or the
Master Servicer determines, in its reasonable, good faith judgment, will
continue, unremedied (without regard to any grace period) (i) except in the case
of a Balloon Loan delinquent in respect of its Balloon Payment, for 60 days
beyond the date on which the subject payment was due, or (ii) solely in the case
of a delinquent Balloon Payment, (A) for one Business Day beyond the date on
which the subject Balloon Payment was due or (B) in the case of a Balloon Loan
as to which the related Mortgagor shall have delivered a refinancing commitment
acceptable to the Special Servicer prior to the date the subject Balloon Payment
was due, for 30 days beyond the date on which the subject Balloon Payment was
due;

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

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

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

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

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

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

                                      -60-
<PAGE>

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

                           (w) with respect to the circumstances described in
         clause (a) of this definition, the related Mortgagor has made three
         consecutive full and timely Monthly Payments under the terms of such
         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 Loan's becoming a Specially Serviced Loan. If a Loan that is
part of the UBS Warburg Building Loan Pair becomes a Specially Serviced Loan,
the other Loan in that Loan Pair shall also become a Specially Serviced Loan.

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

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

                  "Standby Servicing Fee Rate" shall mean, with respect to each
Mortgage Loan and each REO Mortgage Loan, 0.0035% per annum.

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

                  "Stated Maturity Date" shall mean, with respect to any Loan,
the Due Date specified in the related Mortgage Note (as in effect on the Closing
Date) on which the last payment of principal is due and payable under the terms
of such Mortgage Note (as in effect on the Closing Date), without regard to any
change in or modification of such terms in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, extension,
waiver or amendment of such


                                      -61-
<PAGE>


Loan granted or agreed to by the Special Servicer pursuant to Section 3.20 and,
in the case of an ARD Loan, without regard to its Anticipated Repayment Date.

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

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

                  "Subordinate Certificate" shall mean any Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class P, Class Q, Class S, Class 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
Loans as provided in Section 3.22.

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

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

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

                                      -62-
<PAGE>

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

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

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

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

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

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

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

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

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

                  "Trustee Fee Rate" shall mean 0.001% per annum.

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

                  "UBS/Depositor Mortgage Loan Purchase Agreement" shall mean
that certain Mortgage Loan Purchase Agreement dated as of December 5, 2001,
between the UBS Mortgage Loan Seller and the Depositor.

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

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

                                      -63-
<PAGE>

                  "UBS Warburg Building Co-Lender and Servicing Agreement" shall
mean the Co-Lender and Servicing Agreement, dated as of November 2, 2001, among
the UBS Warburg Building Noteholders, First Union National Bank as master
servicer and the UBS Warburg Building Trustee as trustee and as custodian.

                  "UBS Warburg Building Companion Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

                  "UBS Warburg Building Companion Loan Noteholder" shall mean
the holder of the Mortgage Note for the UBS Warburg Building Companion Loan.

                  "UBS Warburg Building 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 UBS Warburg Building Noteholders,
which shall be entitled "[NAME OF MASTER SERVICER], as Master Servicer, in trust
for [NAMES OF UBS WARBURG BUILDING NOTEHOLDERS], as their interests may appear".

                  "UBS Warburg Building Fiscal Agent" shall mean ABN AMRO, in
its capacity as fiscal agent under that certain Trust Agreement, dated as of
November 2, 2001, among UBS Asset Securitization Corp. as depositor, LaSalle as
trustee and ABN AMRO as fiscal agent.

                  "UBS Warburg Building Loan Pair" shall mean, collectively, the
UBS Warburg Building Mortgage Loan and the UBS Warburg Building Companion Loan
(and any successor REO Loans).

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

                  "UBS Warburg Building Mortgage Loan" shall mean the Mortgage
Loan identified on the Mortgage Loan Schedule by mortgage loan number 1, which
Mortgage Loan is, together with the UBS Warburg Building Companion Loan, secured
by a Mortgage on the UBS Warburg Building Mortgaged Property.

                  "UBS Warburg Building Noteholders" shall mean, collectively,
the holder of the Mortgage Note for the UBS Warburg Building Mortgage Loan and
the holder of the Mortgage Note for the UBS Warburg Building Companion Loan.

                  "UBS Warburg Building 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 UBS Warburg Building Noteholders, which shall be
entitled "[NAME OF SPECIAL SERVICER], as Special Servicer, in trust for [NAMES
OF UBS WARBURG BUILDING NOTEHOLDERS], as their interests may appear".

                  "UBS Warburg Building Remittance Date" shall mean the date
each calendar month, commencing in January 2002, that is the Business Day
immediately preceding each Distribution Date.

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

                                      -64-
<PAGE>

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

                  "UBS Warburg Building Trustee" shall have the meaning assigned
thereto in the Preliminary Statement.

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

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

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

                  "Uncertificated Distributable Interest" shall mean: (a) with
respect to any REMIC I Regular Interest for any Distribution Date, an amount of
interest equal to the amount of Uncertificated Accrued Interest in respect of
such REMIC I Regular Interest for the related Interest Accrual Period, reduced
(to not less than zero) by the product of (i) any Net Aggregate Prepayment
Interest Shortfall for such Distribution Date, multiplied by (ii) a fraction,
the numerator of which is the amount of Uncertificated Accrued Interest in
respect of such REMIC I Regular Interest for the related Interest Accrual
Period, and the denominator of which is the aggregate amount of Uncertificated
Accrued Interest in respect of all the REMIC I Regular Interests for the related
Interest Accrual Period; and (b) with respect to any REMIC II Regular Interest
for any Distribution Date, the amount of Uncertificated Accrued Interest in
respect of such REMIC II Regular Interest for the related Interest Accrual
Period, reduced (to not less than zero) by that portion, if any, of the Net
Aggregate Prepayment Interest Shortfall for such Distribution Date allocated to
such REMIC II Regular Interest as provided below. The portion, if any, of the
Net Aggregate Prepayment Interest Shortfall for any Distribution Date that is
allocated to any Class of Principal Balance Certificates or any REMIC III
Component of a Class of Interest Only Certificates in accordance with the
definitions of "Distributable Certificate Interest" and "Distributable Component
Interest", respectively, shall be deemed to have first been allocated to the
Corresponding REMIC II Regular Interest for such Class or REMIC III Component,
as the case may be.

                  "Uncertificated Principal Balance" shall mean the principal
balance of any REMIC I Regular Interest or REMIC II Regular Interest outstanding
as of any date of determination. As of the Closing Date, the Uncertificated
Principal Balance of REMIC I Regular Interest USBW-1 shall equal $212,697,600,
the Uncertificated Principal Balance of REMIC I Regular Interest UBSW-2 shall
equal $3,302,400, and the Uncertificated Principal Balance of each other REMIC I
Regular Interest shall equal the Cut-off Date Balance of the related Mortgage
Loan and the Uncertificated Principal Balance of each REMIC II Regular Interest
shall equal the amount set forth in the Preliminary Statement hereto as its
initial Uncertificated Principal Balance. On each Distribution Date, the
Uncertificated Principal Balance

                                      -65-
<PAGE>


of each REMIC II Regular Interest shall be permanently reduced by all
distributions of principal deemed to have been made thereon on such Distribution
Date pursuant to Section 4.01(j), and shall be further permanently reduced on
such Distribution Date by all Realized Losses and Additional Trust Fund Expenses
deemed to have been allocated thereto on such Distribution Date pursuant to
Section 4.04(b). On each Distribution Date, the Uncertificated Principal Balance
of each REMIC I Regular Interest shall be permanently reduced by all
distributions of principal deemed to have been made in respect of such REMIC I
Regular Interest on such Distribution Date pursuant to Section 4.01(k), and
shall be further permanently reduced on such Distribution Date by all Realized
Losses and Additional Trust Fund Expenses deemed to have been allocated thereto
on such Distribution Date pursuant to Section 4.04(c).

                  "Underwriters" shall mean Lehman Brothers Inc., UBS Warburg
LLC and Credit Suisse First Boston Corporation 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.

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

                  "Voting Rights" shall mean the portion of the voting rights of
all of the Certificates which is allocated to any Certificate. At all times
during the term of this Agreement, 99% of the Voting Rights shall be allocated
among the Holders of the various Classes of the Principal Balance Certificates
in proportion to the respective Class Principal Balances of their Certificates,
and 1% of the Voting Rights shall be allocated to the Holders of the Class X-CL
and Class X-CP Certificates in proportion to the respective Class Notional
Amounts of their Certificates. Voting Rights allocated to a Class of
Certificateholders shall be allocated among such Certificateholders in standard
proportion to the Percentage Interests evidenced by their respective
Certificates.

                  "Weighted Average REMIC I Remittance Rate" shall mean, with
respect to any Interest Accrual Period, the rate per annum equal to the weighted
average, expressed as a percentage and rounded to six decimal places, of the
REMIC I Remittance Rates applicable to the respective REMIC I Regular Interests
for such Interest Accrual Period, weighted on the basis of the respective
Uncertificated Principal Balances of such REMIC I Regular Interests outstanding
immediately prior to the related Distribution Date.

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

                                      -66-
<PAGE>

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

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

                  SECTION 1.02. General Interpretive Principles.

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

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

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

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

                                      -67-
<PAGE>

               (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.

                                      -68-
<PAGE>

                                   ARTICLE II

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


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

                  (a) It is the intention of the parties hereto that a common
law trust be established pursuant to this Agreement and that such trust be
designated as "LB-UBS Commercial Mortgage Trust 2001-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 Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan
Purchase Agreement, and (iii) all other assets included or to be included in the
Trust Fund. Such assignment includes all interest and principal received or
receivable on or with respect to the Mortgage Loans and due after the Cut-off
Date and, in the case of the UBS Warburg Building Mortgage Loan, is subject to
the provisions of the UBS Warburg Building Co-Lender and Servicing Agreement.

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

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

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

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


                                      -69-
<PAGE>

property records or UCC Financing Statements, as appropriate, each related
assignment of Mortgage and assignment of Assignment of Leases, in favor of the
Trustee referred to in clause (iv) of the definition of "Mortgage File" and each
related UCC-2 and UCC-3 assignment referred to in clause (viii) of the
definition of "Mortgage File".

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

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

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

                                      -70-
<PAGE>

                  (d) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above, the Depositor shall, in the case of each UBS Mortgage
Loan, direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor
Mortgage Loan Purchase Agreement) to deliver to and deposit with the Master
Servicer, and shall, in the case of each Lehman Mortgage Loan, itself deliver to
and deposit with the Master Servicer, on or before the Closing Date, all
documents and records in the possession of the UBS Mortgage Loan Seller or the
Depositor, as the case may be, that relate to such Mortgage Loan, that are not
required to be a part of the related Mortgage File in accordance with the
definition thereof and are reasonably necessary for the servicing of such
Mortgage Loan or otherwise reasonably requested by the Master Servicer in
connection with its duties under this Agreement, together (i) with all unapplied
Escrow Payments and Reserve Funds in the possession of the UBS Mortgage Loan
Seller or the Depositor, as the case may be, that relate to such Mortgage Loan
and (ii) a statement indicating which Escrow Payments and Reserve Funds are
allocable to such Mortgage Loan. 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 UBS Warburg
Building Companion Loan, on behalf of and for the benefit of the UBS Warburg
Building Companion Loan Noteholder).

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

                  SECTION 2.02. Acceptance of Trust Fund by Trustee.

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

                  (b) On or about the 45th day following the Closing Date (and,
if any exceptions are noted, again on or about the 90th day following the
Closing Date and monthly thereafter until the earliest of (i) the second
anniversary of the Closing Date, (ii) the day on which all material exceptions
have been removed and (iii) the day on which the Depositor has repurchased the
last affected Mortgage Loan), the Trustee or a Custodian on its behalf shall
review the documents delivered to it or such


                                      -71-
<PAGE>

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

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

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

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

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

                  (a) If any party hereto discovers that any document
constituting a part of a Mortgage File has not been properly executed, is
missing, contains information that does not conform in any material respect with
the corresponding information set forth in the Mortgage Loan Schedule, or does


                                      -72-
<PAGE>

not appear to be regular on its face (each, a "Document Defect"), or discovers
or receives notice of a breach of any representation or warranty of the UBS
Mortgage Loan Seller made pursuant to Section 3(b) of the UBS/Depositor Mortgage
Loan Purchase Agreement with respect to any UBS Mortgage Loan (a "Breach"), or
discovers or receives notice of a breach of any representation or warranty of
the Depositor set forth in Section 2.04(b) with respect to any Lehman Mortgage
Loan (also, a "Breach"), such party shall give prompt written notice thereof to
each of the Rating Agencies, the related Mortgage Loan Seller and the other
parties hereto. If any such Document Defect or Breach with respect to any
Mortgage Loan materially and adversely affects the interests of the
Certificateholders therein, then such Document Defect shall constitute a
"Material Document Defect" or such Breach shall constitute a "Material Breach",
as the case may be. Promptly upon becoming aware of any such Material Document
Defect or Material Breach with respect to a UBS Mortgage Loan (including through
a written notice given by any party hereto, as provided above), the Trustee
shall require the UBS Mortgage Loan Seller, within the time period and subject
to the conditions provided for in the UBS/Depositor Mortgage Loan Purchase
Agreement, to cure such Material Document Defect or Material Breach, as the case
may be, or repurchase the affected Mortgage Loan 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 UBS Warburg
Building Loan Pair, to the UBS Warburg Building REO Account). Promptly upon
becoming aware of any such Material Document Defect or Material Breach with
respect to a Lehman Mortgage Loan (including through a written notice given by
any party hereto, as provided above), the Depositor shall, not later than 90
days from the earlier of the Depositor's discovery or receipt of notice of such
Material Document Defect or Material Breach, as the case may be (or, in the case
of a Material Document Defect or Material Breach relating to a Lehman Mortgage
Loan not being a "qualified mortgage" within the meaning of the REMIC
Provisions, not later than 90 days of any party discovering such Material
Document Defect or Material Breach), cure the same in all material respects
(which cure shall include payment of losses and any Additional Trust Fund
Expenses associated therewith) or, if such Material Document Defect or Material
Breach, as the case may be, cannot be cured within such 90-day period,
repurchase the affected Lehman Mortgage Loan at the applicable Purchase Price by
wire transfer of immediately available funds to the Pool Custodial Account;
provided, however, that if (i) such Material Document Defect or Material Breach
is capable of being cured but not within such 90-day period, (ii) such Material
Document Defect or Material Breach is not related to any Lehman Mortgage Loan's
not being a "qualified mortgage" within the meaning of the REMIC Provisions and
(iii) the Depositor has commenced and is diligently proceeding with the cure of
such Material Document Defect or Material Breach within such 90-day period, then
the Depositor shall have an additional 90 days to complete such cure or, in the
event of a failure to so cure, to complete such repurchase (it being understood
and agreed that, in connection with the Depositor's receiving such additional
90-day period, the Depositor shall deliver an Officer's Certificate to the
Trustee setting forth the reasons such Material Document Defect or Material
Breach is not capable of being cured within the initial 90-day period and what
actions the Depositor is pursuing in connection with the cure thereof and
stating that the Depositor anticipates that such Material Document Defect or
Material Breach will be cured within such additional 90-day period); and
provided, further, that, if any such Material Document Defect is still not cured
after the initial 90 days and any such additional 90-day period solely due to
the failure of a recording office to have returned the recorded document, then
the Depositor shall be entitled to continue to defer its cure and repurchase
obligations in respect of such Document Defect so long as the Depositor
certifies to the Trustee every 30 days thereafter that the Document Defect is
still in effect solely because of the failure of a recording office to have
returned the recorded document and that the Depositor is diligently pursuing the
cure of such defect (specifying the actions being taken), except that no such
deferral of cure or repurchase may continue beyond the second anniversary of the
Closing Date.

                                      -73-
<PAGE>

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

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

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


                                      -74-
<PAGE>

Certificateholders, respecting any Document Defect or Breach with respect to any
Lehman Mortgage Loan.

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

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

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

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

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

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

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

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

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

                                      -75-
<PAGE>

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

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

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

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

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

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

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

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

               (i) Mortgage Loan Schedule. The information pertaining to such
          Mortgage Loan set forth in the Mortgage Loan Schedule was true and
          correct in all material respects as of its Due Date in December 2001.

                                      -76-
<PAGE>

               (ii) Legal Compliance. If such Mortgage Loan was originated by
          the Lehman Mortgage Loan Seller or another Affiliate of the Depositor,
          then, as of the date of its origination, such Mortgage Loan complied
          in all material respects with, or was exempt from, all requirements of
          federal, state or local law relating to the origination of such
          Mortgage Loan, including applicable usury laws; and, if such Mortgage
          Loan was not originated by the Lehman Mortgage Loan Seller or another
          Affiliate of the Depositor, then, to the Depositor's actual knowledge,
          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, including applicable usury laws.

               (iii) Ownership of Mortgage Loan. The Depositor owns such
          Mortgage Loan, has good title thereto, has full right, power and
          authority to sell, assign and transfer such Mortgage Loan and is
          transferring such Mortgage Loan free and clear of any and all liens,
          pledges, charges or security interests of any nature encumbering such
          Mortgage Loan, exclusive of the servicing rights pertaining thereto;
          no provision of the Mortgage Note, Mortgage(s) or other loan documents
          relating to such Mortgage Loan prohibits or restricts the Depositor's
          right to assign or transfer such Mortgage Loan to the Trustee; no
          governmental or regulatory approval or consent is required for the
          sale of such Mortgage Loan by the Depositor; and the Depositor has
          validly conveyed to the Trustee a legal and beneficial interest in and
          to such Mortgage Loan free and clear of any lien, claim or encumbrance
          of any nature.

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

               (v) Loan Document Status. Each of the related Mortgage Note,
          Mortgage(s), Assignment(s) of Leases, if any, and other agreements
          executed in connection 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. The Mortgage Loan is non-recourse to
          the Mortgagor or any other Person except for certain nonrecourse
          carveouts and any applicable guarantees. If such Mortgage Loan has a
          Cut-off Date Balance of $15 million or more, the related Mortgagor or
          another Person has agreed to be liable for all liabilities, costs,
          losses, damages, expenses or claims suffered or incurred by the
          mortgagee under such Mortgage Loan by reason of or in connection with
          and to the extent of (A) any material intentional fraud or,
          alternatively, material intentional misrepresentation by the related
          Mortgagor and (B) any breach on the part of the


                                      -77-
<PAGE>


          related Mortgagor of any environmental representations, warranties and
          covenants contained in the related Mortgage Loan documents; provided
          that instead of any breach described in clause (B) of this sentence,
          the related Mortgagor or such other Person may instead be responsible
          for liabilities, costs, losses, damages, expenses and claims resulting
          from a breach of the obligations and indemnities of the related
          Mortgagor under the related Mortgage Loan documents relating to
          hazardous or toxic substances, radon or compliance with environmental
          laws.

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

               (vii) Assignments. The assignment of the related Mortgage(s) and
          Assignment(s) of Leases to the Trustee constitutes the legal, valid,
          binding and, subject to the limitations and exceptions in paragraph
          (b)(v) above, enforceable assignment of such documents.

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


                                      -78-
<PAGE>


          statement, in all personal property owned by the Mortgagor that is
          used in, and is reasonably necessary to, the operation of the related
          Mortgaged Property.

               (ix) Financing Statements. If the related Mortgaged Property is a
          health care facility or a hospitality property, then the Lehman
          Mortgage Loan Seller has filed and/or recorded, or submitted for
          filing and/or recording in all appropriate public filing and recording
          offices all UCC-1 financing statements necessary to create and perfect
          a security interest in and lien on the items of personal property
          described therein (such description being generally consistent with
          the practices of prudent commercial mortgage lenders), to the extent
          perfection may be effected pursuant to applicable law by recording or
          filing.

               (x) Taxes and Assessments. All taxes, governmental assessments,
          ground rents, water charges or sewer rents that prior to the related
          Due Date in December 2001 became due and delinquent in respect of, and
          materially affect, any related Mortgaged Property have been paid, and
          the Depositor knows of no unpaid tax, assessment, ground rent, water
          charges or sewer rent that prior to the Closing Date became due and
          delinquent in respect of any related Mortgaged Property, or
          alternatively in any such case an escrow of funds in an amount
          sufficient to cover such payments has been established.

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

               (xii) Title Insurance. Each related Mortgaged Property is covered
          by an ALTA (or its equivalent) lender's title insurance policy issued
          by a nationally recognized title insurance company, insuring that each
          related Mortgage is a valid first lien on such Mortgaged Property in
          the original principal amount of such Mortgage Loan after all advances
          of principal, subject only to Permitted Encumbrances, or there is a
          binding commitment from a nationally recognized title insurance
          company to issue such policy; such title insurance policy, if issued,
          is in full force and effect, all premiums have been paid, is freely
          assignable and will inure solely to the benefit of the Trustee as
          mortgagee of record, or any such commitment is a legal, valid and
          binding obligation of such insurer; no claims have been made by the
          Depositor under such title insurance policy, if issued; and neither
          the Depositor nor, to the Depositor's actual knowledge, any prior
          mortgagee has done, by act or omission, anything that would materially
          impair the coverage of any such title insurance policy; such policy or
          commitment contains no exclusion for (or alternatively it insures,
          unless such coverage is unavailable in the relevant jurisdiction)


                                      -79-
<PAGE>

          (A) access to a public road, (B) that there is no material
          encroachment by any improvements on the Mortgaged Property, and (C)
          that the area shown on the survey materially conforms to the legal
          description of the Mortgaged Property.

               (xiii) Property Insurance. As of the date of its origination and,
          to the Depositor's actual knowledge, as of the Closing Date, all
          insurance required under each Mortgage Loan was in full force and
          effect with respect to each related Mortgaged Property; except where a
          tenant under a lease is permitted to self-insure, such insurance
          included (A) fire and extended perils insurance, in an amount (subject
          to a customary deductible) at least equal to 100% of the full
          insurable replacement cost of the improvements located on such
          Mortgaged Property (except to the extent not permitted by applicable
          law and then in such event in an amount at least equal to the initial
          principal balance of such Mortgage Loan, or the portion thereof
          allocable to such Mortgaged Property, together with an "agreed value
          endorsement"), (B) business interruption or rental loss insurance for
          a period of not less than 12 months, (C) comprehensive general
          liability insurance in an amount not less than $1 million per
          occurrence, (D) workers' compensation insurance (if the related
          Mortgagor has employees and if required by applicable law), and (E) if
          (1) such Mortgage Loan is secured by a Mortgaged Property located in
          the State of California in or "seismic zone" 3 or 4 and (2) a seismic
          assessment revealed a maximum probable or bounded loss in excess of
          20% of the amount of the estimated replacement cost of the
          improvements on such Mortgaged Property, earthquake insurance; it is
          an event of default under such Mortgage Loan if the above-described
          insurance coverage is not maintained by the related Mortgagor, and any
          reasonable out-of-pocket costs and expenses incurred by the mortgagee
          in connection with such default in obtaining such insurance coverage
          are recoverable from the related Mortgagor; the related Mortgage Loan
          documents require that the related insurance policies provide that
          they may not be terminated or reduced without at least 10 days' prior
          notice to the mortgagee and, to the Depositor's actual knowledge, it
          has not received any such notice; the related insurance policies
          (other than those limited to liability protection) name the mortgagee
          and its successors as loss payee; to the Depositor's actual knowledge,
          all premiums under any such insurance policy have been paid through
          the related Due Date in December 2001; all such insurance policies 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 "BBB+" (or the equivalent) from a
          nationally recognized statistical rating agency; and, except for
          certain amounts not greater than amounts which would be considered
          prudent by an institutional commercial mortgage lender with respect to
          a similar mortgage loan and which are set forth in the related
          Mortgage or other loan documents relating to such Mortgage Loan, and
          subject to the rights of the lessor under any related Ground Lease,
          any insurance proceeds will be applied either to the repair or
          restoration of all or part of the related Mortgaged Property or the
          reduction of the outstanding principal balance of such Mortgage Loan.

               (xiv) No Material Defaults. Other than payments due but not yet
          30 days or more delinquent, there is, to the actual knowledge of the
          Depositor, (A) no material default, breach, violation or event of
          acceleration existing under the related Mortgage Note, the related
          Mortgage or other loan documents relating to such Mortgage Loan, and
          (B) no event which, with the passage of time or with notice and the
          expiration of any grace or cure period, would constitute a material
          default, breach, violation or event of acceleration under any of such
          documents; provided, however, that this representation and warranty
          does not cover any default,


                                      -80-
<PAGE>

          breach, violation or event of acceleration that specifically pertains
          to or arises out of the subject matter otherwise covered by any other
          representation and warranty made by the Seller in this Section
          2.04(b). The Depositor has not waived any other material default,
          breach, violation or event of acceleration under any of such
          documents. Under the terms of such Mortgage Loan, no person or party
          other than the mortgagee or its servicing agent may declare an event
          of default or accelerate the related indebtedness under such Mortgage
          Loan; provided that, certain Mortgage Loans may be cross-defaulted
          with other Mortgage Loans.

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

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

               (xvii) Subordinate Debt. Such Mortgage Loan does not provide for
          or permit, without the prior written consent of the holder of the
          related Mortgage Note, any related Mortgaged Property to secure any
          other promissory note or debt (other than another Mortgage Loan in the
          Trust Fund).

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

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

               (xx) Environmental Conditions. Except as set forth on Schedule
          III-xx, one or more environmental site assessments or transaction
          screens, or one or more updates of a previously conducted
          environmental assessment or transaction screen, were performed by an
          environmental consulting firm independent of the Depositor and the
          Depositor's Affiliates with respect to each related Mortgaged Property
          during the 12-month period preceding the Cut-off Date, and the
          Depositor, having made no independent inquiry other than to review the
          report(s) prepared in connection with the assessment(s), transaction
          screen(s) and/or update(s) referenced herein, has no knowledge of, and
          has not received actual notice of, any material and adverse
          environmental condition or circumstance affecting such Mortgaged
          Property that was not

                                      -81-
<PAGE>

          disclosed in such report(s); all such environmental site assessments
          and transaction screens met ASTM requirements; and none of the
          environmental reports reveal any circumstances or conditions that are
          in violation of any applicable environmental laws, or if such report
          does reveal such circumstances, then (1) the same have been remediated
          in all material respects, (2) sufficient funds have been escrowed or a
          letter of credit or other instrument has been delivered for purposes
          of covering the estimated costs of such remediation, (3) the related
          Mortgagor or other responsible party is currently taking remedial or
          other appropriate action to address the environmental issue consistent
          with the recommendations in such site assessment or transaction
          screen, (4) the cost of the environmental issue relative to the value
          of such Mortgaged Property was de minimis, or (5) environmental
          insurance has been obtained.

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

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

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

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

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

               (xxvi) Due-on-Encumbrance. Each Mortgage Loan contains provisions
          for the acceleration of the payment of the unpaid principal balance of
          such Mortgage Loan if, without the prior written consent of the
          mortgagee or Rating Agency confirmation that an Adverse Rating Event
          would not occur, any related Mortgaged Property or interest therein,
          is directly or indirectly encumbered in connection with subordinate
          financing, and no such consent has been granted by the Depositor. To
          the Depositor's actual knowledge, no related Mortgaged Property is
          encumbered in connection with subordinate financing.

               (xxvii) Due-on-Sale. Except as set forth on Schedule III-xxvii,
          and 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



                                      -82-
<PAGE>

          Mortgagor between immediate family members and with respect to
          transfers by devise, descent or operation of law upon the death or
          incapacity of a person having an interest in the related Mortgagor,
          each Mortgage Loan contains either (A) provisions for the acceleration
          of the payment of the unpaid principal balance of such Mortgage Loan
          if any related Mortgaged Property or interest therein is directly or
          indirectly transferred or sold without the prior written consent of
          the mortgagee, or (B) provisions for the acceleration of the payment
          of the unpaid principal balance of such Mortgage Loan if any related
          Mortgaged Property or interest therein is directly or indirectly
          transferred or sold without the related Mortgagor having satisfied
          certain conditions specified in the related Mortgage with respect to
          permitted transfers (which conditions are consistent with the
          practices of prudent commercial mortgage lenders).

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

               (xxix) Waivers; Modifications. Except as set forth in a written
          instrument included in the related Mortgage File, the terms of the
          related Mortgage Note, the related Mortgage(s) and any related loan
          agreement and/or lock-box agreement have not been waived, modified,
          altered, satisfied, impaired, canceled, subordinated or rescinded in
          any manner, nor has any portion of a related Mortgaged Property been
          released from the lien of the related Mortgage, to an extent or in a
          manner that in any such event materially interferes with the security
          intended to be provided by such document or instrument.

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

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

               (xxxii) Qualifications; Licensing; Zoning. Except as set forth on
          Schedule III-xxxii, the related Mortgagor has covenanted in the
          Mortgage Loan documents to maintain the related Mortgaged Property in
          compliance in all material respects with, to the extent it is not
          grandfathered under, all applicable laws, zoning ordinances, rules,
          covenants and restrictions affecting the occupancy, use and operation
          of such Mortgaged Property, and the related originator performed the
          type of due diligence in connection with the origination of such
          Mortgage Loan customarily performed by prudent institutional
          commercial and multifamily mortgage lenders with respect to the
          foregoing matters; the Depositor has received no notice of any
          material violation of any applicable laws, zoning ordinances, rules,
          covenants or restrictions affecting the construction, occupancy, use
          or operation of the related Mortgaged Property; to the


                                      -83-
<PAGE>


          Depositor's knowledge (based on surveys, opinions, letters from
          municipalities and/or title insurance obtained in connection with the
          origination of such Mortgage Loan), no improvement that was included
          for the purpose of determining the appraised value of the related
          Mortgaged Property at the time of origination of such Mortgage Loan
          lay outside the boundaries and building restriction lines of such
          property to an extent which would have a material adverse affect on
          the related Mortgagor's use and operation of such Mortgaged Property
          (unless affirmatively covered by the title insurance referred to in
          paragraph (b)(xii) above), and no improvements on adjoining properties
          encroached upon such Mortgaged Property to any material extent.

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

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

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

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

               (xxxvii) 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.

               (xxxviii) 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.

                                      -84-
<PAGE>

               (xxxix) Cross-Collateralization; Assignment of Collateral. If
          such Mortgage Loan is cross-collateralized, it is cross-collateralized
          only with other Mortgage Loans in the Trust Fund. The security
          interest/lien on each material item of collateral for such Mortgage
          Loan has been assigned to the Trustee.

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

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

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

               (xliii) Licenses, Permits and Authorizations. The related
          Mortgagor has represented in the related Mortgage Loan documents that
          it was (and, to the actual knowledge of the Depositor, as of the date
          of origination of such Mortgage Loan, such Mortgagor was) in
          possession of all material licenses, permits and authorizations then
          required for use of the related Mortgaged Property by such Mortgagor,
          which were valid and in full force and effect.

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

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

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

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

                                      -85-
<PAGE>


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

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

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

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

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

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

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


                                      -86-
<PAGE>

               related ground lessor's related fee interest and any Permitted
               Encumbrances;

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

                    (I) such Ground Lease has a currently effective term
               (exclusive of any unexercised extension options set forth
               therein) that extends not less than 10 years beyond the Stated
               Maturity Date of the related Mortgage Loan;

                    (J) except as described on Schedule III-xlvi, under the
               terms of such Ground Lease and the related Mortgage Loan
               documents, taken together, any casualty insurance proceeds, other
               than de minimis amounts for minor casualties, with respect to the
               leasehold interest will be applied either (i) to the repair or
               restoration of all or part of the related Mortgaged Property,
               with the mortgagee or a trustee appointed by it having the right
               to hold and disburse such proceeds as the repair or restoration
               progresses (except in such cases where a provision entitling
               another party to hold and disburse such proceeds would not be
               viewed as commercially unreasonable by a prudent commercial
               mortgage lender), or (ii) to the payment of the outstanding
               principal balance of the Mortgage Loan together with any accrued
               interest thereon; and, under the terms of such Ground Lease and
               the related Mortgage Loan documents, taken together, any
               condemnation proceeds or awards in respect of a total or
               substantially total taking will be applied first to the payment
               of the outstanding principal and interest on the Mortgage Loan
               (except as otherwise provided by applicable law) and subject to
               any rights to require the improvements to be rebuilt;

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

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

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


                                      -87-
<PAGE>

               except as set forth in an instrument or document contained in the
               related Mortgage File.

          (xlvii) Fee Simple and Leasehold Interest. If such Mortgage Loan is
     secured in whole or in part by the interest of the related Mortgagor under
     a Ground Lease and by the related fee interest, then (A) such fee interest
     is subject, and subordinated of record, to the related Mortgage, (B) the
     related Mortgage does not by its terms provide that it will be subordinated
     to the lien of any other mortgage or other lien upon such fee interest, and
     (C) upon occurrence of a default under the terms of the related Mortgage by
     the related Mortgagor, the mortgagee under 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.

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

          (xlix) Defeasance. If such Mortgage Loan is a Defeasance Loan, the
     related Mortgage Loan documents require the related Mortgagor to pay all
     reasonable costs associated with the defeasance thereof, and either: (A)
     require the prior written consent of, and compliance with the conditions
     set by, the holder of such Mortgage Loan for defeasance, (B) require that
     (1) defeasance may not occur prior to the second anniversary of the Closing
     Date, (2) the Defeasance Collateral must be government securities within
     the meaning of Treasury regulation section 1.860G-2(a)(8)(i) and must be
     sufficient to make all scheduled payments under the related Mortgage Note
     when due (assuming for each ARD Mortgage Loan that it matures on its
     Anticipated Repayment Date) or, in the case of a partial defeasance that
     effects the release of a material portion of the related Mortgaged
     Property, to make all scheduled payments under the related Mortgage Note on
     that part of such Mortgage Loan equal to at least 110% of the allocated
     loan amount of the portion of the Mortgaged Property being released, (3) an
     independent accounting firm (which may be the Mortgagor's independent
     accounting firm) certify that the Defeasance Collateral is sufficient to
     make such payments, (4) the Mortgage Loan be assumed by a successor entity
     designated by the holder of such Mortgage Loan, and (5) counsel provide an
     opinion letter to the effect that the Trustee has a perfected security
     interest in such Defeasance Collateral prior to any other claim or
     interest, or (C) if such Mortgage Loan has a Cut-off Date Balance in excess
     of $15,000,000, provide that the defeasance of such Mortgage Loan is
     subject to rating confirmation by the Rating Agencies.

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

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


                                      -88-
<PAGE>

     the lien of the related Mortgage. The Depositor has not received actual
     notice with respect to such Mortgage Loan that any mechanics' and
     materialmen's liens have encumbered such Mortgaged Property since
     origination that have not been released, bonded or escrowed for.

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

          (liii) 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.

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

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

          (lvi) No Undisclosed Common Ownership. To the Depositor's actual
     knowledge, no two properties securing Mortgage Loans representing 5.0% or
     more of the Initial Pool Balance are directly or indirectly under common
     ownership except to the extent that such common ownership has been
     specifically disclosed in the Mortgage Loan Schedule.

          (lvii) 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.

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

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

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


                                      -89-
<PAGE>


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

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

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

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

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

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

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



                                      -90-
<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
REMIC III as the holder of the REMIC II Regular Interests.

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

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

                  SECTION 2.09. Conveyance of REMIC II Regular Interests;
Acceptance of REMIC III by Trustee.

                  The Depositor, as of the Closing Date, and concurrently with
the execution and delivery of this Agreement, does hereby assign without
recourse all the right, title and interest of the Depositor in and to the REMIC
II Regular Interests to the Trustee for the benefit of the Holders of the REMIC
III 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.

                                      -91-
<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.

                                      -92-
<PAGE>

                                  ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND


                  SECTION 3.01. Administration of the Loans.

                  (a) Each of the Master Servicer and the Special Servicer shall
service and administer the 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 UBS Warburg
Building Companion Loan, on behalf of the UBS Warburg Building Companion Loan
Noteholder), as determined in the good faith and reasonable judgement of the
Master Servicer or the Special Servicer, as the case may be, in accordance with:
(i) any and all applicable laws; (ii) the express terms of this Agreement, the
respective Loans and, in the case of the UBS Warburg Building Loan Pair, the UBS
Warburg Building Co-Lender and Servicing Agreement; 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 Loans that are not Specially Serviced
Loans and shall render such services with respect to the Specially Serviced
Loans as are specifically provided for herein, and (ii) the Special Servicer
shall service and administer each Specially Serviced Loan and REO Property and
shall render such services with respect to the Loans that are not Specially
Serviced Loans as are specifically provided for herein. All references herein to
the respective duties of the Master Servicer and the Special Servicer, and to
the areas in which they may exercise discretion, shall be subject to Section
3.21.

                  (b) Subject to Section 3.01(a), Section 6.11 (taking account
of Section 6.11(b)) and Section 6.11A (taking account of Section 6.11A(b)), the
Master Servicer and the Special Servicer shall each have full power and
authority, acting alone, to do or cause to be done any and all things in
connection with such servicing and administration which it may deem necessary or
desirable. Without limiting the generality of the foregoing, each of the Master
Servicer and the Special Servicer, in its own name, with respect to each of the
Loans it is obligated to service hereunder, is hereby authorized and empowered
by the Trustee to execute and deliver, on behalf of the Certificateholders, the
Trustee and the UBS Warburg Building Companion Loan Noteholder or any of them,
(i) any and all financing statements, continuation statements and other
documents or instruments necessary to maintain the lien created by any Mortgage
or other security document in the related Mortgage File on the related Mortgaged
Property and related collateral; (ii) in accordance with the Servicing Standard
and subject to Section 3.20, Section 6.11 (taking account of Section 6.11(b))
and Section 6.11A (taking account of Section 6.11A(b)), any and all
modifications, extensions, waivers, amendments or consents to or with respect to
any documents contained in the related Mortgage File; (iii) any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge or of assignment, and all other comparable instruments; and (iv) any
and all instruments that such party may be required to execute on behalf of the
Trustee in connection with the defeasance of a Mortgage Loan as contemplated in
this Agreement. Subject to Section 3.10, the Trustee shall, at the written
request of the Master Servicer or the Special Servicer, promptly execute any
limited powers of attorney and other documents furnished by the Master Servicer
or the Special Servicer that are necessary or appropriate to enable them to
carry out their servicing and administrative duties hereunder; provided,
however, that the Trustee shall not be held liable for any misuse of any such
power of attorney by the Master Servicer or the Special Servicer.



                                      -93-
<PAGE>

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

                  (c) The parties hereto acknowledge that the UBS Warburg
Building Loan Pair is subject to the terms and conditions of the UBS Warburg
Building Co-Lender and Servicing Agreement. With respect to the UBS Warburg
Building Loan Pair, the parties hereto recognize the respective rights and
obligations of the "Lenders" under the UBS Warburg Building Co-Lender and
Servicing Agreement, including with respect to the allocation of collections on
or in respect of the UBS Warburg Building Loan Pair in accordance with Section
4.01(a) and (c) of the UBS Warburg Building Co-Lender and Servicing Agreement,
the making of payments to the "Lenders" in accordance with Section 4.01(a) and
(c) of the UBS Warburg Building Co-Lender and Servicing Agreement and the
purchase of the UBS Warburg Building Mortgage Loan by the UBS Warburg Building
Companion Loan Noteholder or its designee in accordance with Section 3.03 of the
UBS Warburg Building Co-Lender and Servicing Agreement. In the event that the
UBS Warburg Building Mortgage Loan is no longer part of the Trust Fund and the
servicing and administration of the UBS Warburg Building Loan Pair is to be
governed by a separate servicing agreement and not by this Agreement, as
contemplated by Section 3.01 of the UBS Warburg Building Co-Lender and Servicing
Agreement, the Master Servicer and, if the UBS Warburg Building 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 Loan Pair and the UBS Warburg Building Mortgaged Property
shall be the sole assets serviced and administered thereunder and the sole
source of funds thereunder. Prior to the UBS Warburg Building Loan Pair being
serviced under any separate servicing agreement, S&P shall have provided written
confirmation that the servicing of the Loan Pair under such agreement would not
result in an Adverse Rating Event with respect to any class of Companion Loan
Securities which are rated by S&P.

                  Notwithstanding the foregoing, if, at such time as the UBS
Warburg Building Mortgage Loan shall no longer be part of the Trust Fund, a
separate servicing agreement with respect to the UBS Warburg Building Loan Pair
has not been entered into or the rating confirmation from S&P referred to above
has not obtained, then, until such time as a separate servicing agreement is
entered into and such rating confirmation is obtained, and notwithstanding that
the UBS Warburg Building Mortgage Loan is no longer part of the Trust Fund, the
Master Servicer and, if applicable, the Special Servicer shall continue to
service the UBS Warburg Building Loan Pair under this Agreement as if it were a
separate servicing agreement, with: (i) the UBS Warburg Building Loan Pair and
the UBS Warburg Building Mortgaged Property constituting the sole assets
thereunder, for the benefit of the "Lenders" under the UBS Warburg Building
Co-Lender and Servicing Agreement; and (ii) references to the "Trustee",
"Certificateholders" and the "Controlling Class Representative" being construed
to refer to the new "Note A Lender" under the UBS Warburg Building Co-Lender and
Servicing Agreement.

                                      -94-
<PAGE>

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

                  SECTION 3.02. Collection of Loan Payments.

                  (a) Each of the Master Servicer and the Special Servicer shall
undertake reasonable efforts to collect all payments required under the terms
and provisions of the Loans it is obligated to service hereunder and shall
follow such collection procedures as are consistent with the Servicing Standard;
provided, however, that neither the Master Servicer nor the Special Servicer
shall, with respect to any ARD Loan after its Anticipated Repayment Date, take
any enforcement action with respect to the payment of Additional Interest (other
than the making of requests for its collection), unless (i) the taking of an
enforcement action with respect to the payment of other amounts due under such
ARD Loan is, in the good faith and reasonable judgment of the Special Servicer,
necessary, appropriate and consistent with the Servicing Standard or (ii) all
other amounts due under such ARD Loan have been paid, the payment of such
Additional Interest has not been forgiven in accordance with Section 3.20 and,
in the good faith and reasonable judgment of the Special Servicer, the
Liquidation Proceeds expected to be recovered in connection with such
enforcement action will cover the anticipated costs of such enforcement action
and, if applicable, any associated interest accrued on Advances. The Special
Servicer shall direct the Mortgagors, with respect to Specially Serviced Loans,
to make payments directly to the Master Servicer; provided that, in the event
the Special Servicer receives a payment that should have been made directly to
the Master Servicer, the Special Servicer shall promptly forward such payment to
the Master Servicer. Upon receipt of any such payment with respect to a
Specially Serviced Loan, the Master Servicer shall promptly notify the Special
Servicer, and the Special Servicer shall direct the Master Servicer as to the
proper posting of such payment. Consistent with the foregoing, the Special
Servicer, with regard to a Specially Serviced Loan, or the Master Servicer, with
regard to a Loan that is not a Specially Serviced Loan, may waive or defer any
Default Charges in connection with collecting any late payment on a Loan;
provided that without the consent of the Special Servicer in the case of a
proposed waiver by the Master Servicer, no such waiver or deferral may be made
by the Master Servicer pursuant to this Section 3.02 if any Advance has been
made as to such delinquent payment.

                  (b) All amounts collected in respect of any
Cross-Collateralized Group in the form of payments from Mortgagors, Insurance
Proceeds and Liquidation Proceeds, shall be applied by the Master Servicer among
the Mortgage Loans constituting such Cross-Collateralized Group in accordance
with the express provisions of the related Loan documents and, in the absence of
such express provisions or to the extent that such payments and other
collections may be applied at the discretion of the lender, on a pro rata basis
in accordance with the respective amounts then "due and owing" as to each such
Mortgage Loan. Except with respect to the UBS Warburg Building Loan Pair,
amounts collected in respect of or allocable to any particular Mortgage Loan
(whether or not such Mortgage Loan constitutes part of a Cross-Collateralized
Group) in the form of payments from Mortgagors, Liquidation Proceeds or
Insurance Proceeds shall be applied to amounts due and owing under the related
Mortgage Note and Mortgage (including for principal and accrued and unpaid
interest) in accordance with the express provisions of the related Mortgage Note
and Mortgage and, in the absence of such express provisions or to the extent
that such payments and other collections may be applied at the discretion of the
lender, as follows: first, as a recovery of any related and unreimbursed
Servicing Advances; second, as a recovery of accrued and unpaid interest on such
Mortgage Loan at the related Mortgage Rate to, but


                                      -95-
<PAGE>

not including, the date of receipt (or, in the case of a full Monthly Payment
from any Mortgagor, through the related Due Date), exclusive, however, in the
case of an ARD Mortgage Loan after its Anticipated Repayment Date, of any such
accrued and unpaid interest that constitutes Additional Interest; third, as a
recovery of principal of such Mortgage Loan then due and owing, including by
reason of acceleration of the Mortgage Loan following a default thereunder (or,
if a Liquidation Event has occurred in respect of such Mortgage Loan, as a
recovery of principal to the extent of its entire remaining unpaid principal
balance); fourth, unless a Liquidation Event has occurred with respect to such
Mortgage Loan, as a recovery of amounts to be currently applied to the payment
of, or escrowed for the future payment of, real estate taxes, assessments,
insurance premiums (including premiums on any Environmental Insurance Policy),
ground rents (if applicable) and similar items; fifth, unless a Liquidation
Event has occurred with respect to such Mortgage Loan, as a recovery of Reserve
Funds to the extent then required to be held in escrow; sixth, as a recovery of
any Prepayment Premium or Yield Maintenance Charge then due and owing under such
Mortgage Loan; seventh, as a recovery of any Default Charges then due and owing
under such Mortgage Loan; eighth, as a recovery of any assumption fees,
modification fees and extension fees then due and owing under such Mortgage
Loan; ninth, as a recovery of any other amounts then due and owing under such
Mortgage Loan (other than remaining unpaid principal and, in the case of an ARD
Mortgage Loan after its Anticipated Repayment Date, other than Additional
Interest); tenth, as a recovery of any remaining principal of such Mortgage Loan
to the extent of its entire remaining unpaid principal balance; and, eleventh,
in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, as a
recovery of accrued and unpaid Additional Interest on such ARD Mortgage Loan to
but not including the date of receipt. All amounts collected in respect of the
UBS Warburg Building Loan Pair 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 Notes, the related Mortgage, the related loan agreement, if any, and
the UBS Warburg Building Co-Lender and Servicing Agreement.

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

                  (a) The Master Servicer shall, as to all Mortgage Loans
(except the UBS Warburg Building Mortgage Loan), establish and maintain one or
more accounts (the "Pool Servicing Accounts"), in which all related Escrow
Payments shall be deposited and retained. The Master Servicer shall, at all
times, establish and maintain, with respect to the UBS Warburg Building Loan
Pair, one or more accounts (the "UBS Warburg Building Servicing Account"), in
which all related Escrow Payments shall be deposited and retained. Subject to
the terms of the related Loan documents, each Servicing Account shall be an
Eligible Account. Withdrawals of amounts so collected from a Servicing Account
may be made (to the extent of amounts on deposit therein in respect of the
related Loan or, in the case of clauses (iv) and (v) below, to the extent of
interest or other income earned on such amounts) only for the following
purposes: (i) consistent with the related Loan documents, to effect the payment
of real estate taxes, assessments, insurance premiums (including premiums on any
Environmental Insurance Policy), ground rents (if applicable) and comparable
items in respect of the respective Mortgaged Properties; (ii) insofar as the
particular Escrow Payment represents a late payment that was intended to cover
an item described in the immediately preceding clause (i) for which a Servicing
Advance was made, to reimburse the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent, as applicable, for such Servicing Advance; (iii) to
refund to Mortgagors any sums as may be determined to be overages; (iv) to pay
interest, if required and as described below, to Mortgagors on balances in such
Servicing Account; (v) to pay the Master Servicer interest and investment income
on balances in such Servicing


                                      -96-
<PAGE>

Account as described in Section 3.06(b), if and to the extent not required by
law or the terms of the related Loan documents to be paid to the Mortgagor; or
(vi) to clear and terminate such Servicing Account at the termination of this
Agreement in accordance with Section 9.01. To the extent permitted by law or the
applicable Loan documents, funds in the Servicing Accounts may be invested only
in Permitted Investments in accordance with the provisions of Section 3.06. The
Master Servicer shall pay or cause to be paid to the Mortgagors interest, if
any, earned on the investment of funds in the related Servicing Accounts, if
required by law or the terms of the related Loan. If the Master Servicer shall
deposit in a Servicing Account any amount not required to be deposited therein,
it may at any time withdraw such amount from such Servicing Account, any
provision herein to the contrary notwithstanding.

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

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

                  (d) The Master Servicer shall, as to all Mortgage Loans (other
than the UBS Warburg Building Mortgage Loan), establish and maintain, as
applicable, one or more accounts (the "Pool


                                      -97-
<PAGE>

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

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

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

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

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

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

                                      -98-
<PAGE>

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

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

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

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

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

provided that any amounts described in clauses (i) through (iv) and (vi) through
(viii) above that relate to the UBS Warburg Building Mortgage Loan or any
related REO Property (other than Liquidation Proceeds derived from the sale of
the UBS Warburg Building Mortgage Loan to or through the UBS Warburg Building
Companion Loan Noteholder pursuant to the UBS Warburg Building Co-Lender and
Servicing Agreement or as a Specially Serviced Mortgage Loan pursuant to Section
3.18) shall be deposited in the UBS Warburg Building Custodial Account, and, in
any such case, shall thereafter be transferred to the Pool Custodial Account as
provided in Section 3.05A.

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

                  Upon receipt of any of the amounts described in clauses (i)
through (iv) and (viii) above with respect to any Mortgage Loan (other than the
UBS Warburg Building 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


                                      -99-
<PAGE>

preceding paragraph, unless the Special Servicer determines, consistent with the
Servicing Standard, that a particular item should not be deposited because of a
restrictive endorsement or other appropriate reason. With respect to any such
amounts paid by check to the order of the Special Servicer, the Special Servicer
shall endorse such check to the order of the Master Servicer, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular
item cannot be so endorsed and delivered because of a restrictive endorsement or
other appropriate reason. Any such amounts received by the Special Servicer with
respect to an REO Property (other than an REO Property that relates to the UBS
Warburg Building Loan Pair) shall be deposited by the Special Servicer into the
Pool REO Account and thereafter remitted to the Master Servicer for deposit into
the Pool Custodial Account as and to the extent provided in Section 3.16(c).

                  If and when any Mortgagor under a Defeasance Loan elects to
defease all or any part of its 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 UBS Warburg Building Loan Pair, the UBS Warburg Building Companion
Loan Noteholder, to secure payment on the related Defeasance Loan. The
Defeasance Deposit Account shall be an Eligible Account. To the extent permitted
by law or the applicable Defeasance Loan, prior to the purchase of Defeasance
Collateral, funds in the Defeasance Deposit Account may be invested only in
Permitted Investments in accordance with the provisions of Section 3.06. The
Master Servicer shall pay or cause to be paid to the related Mortgagor(s)
interest, if any, earned on the investment of funds in the Defeasance Deposit
Account, if required by law or the terms of the related Loan(s).

                  (b) The Trustee shall establish and maintain one or more trust
accounts (collectively, the "Collection Account") to be held in trust for the
benefit of the Certificateholders. Each account that constitutes the Collection
Account shall be an Eligible Account. The Trustee shall establish and maintain,
on a book-entry basis, the Class V Sub-Account, which sub-account shall be
deemed to be held in trust for the benefit of the Holders of the Class V
Certificates. The Master Servicer shall deliver to the Trustee each month on or
before the Master Servicer Remittance Date therein, for deposit in the
Collection Account, an aggregate amount of immediately available funds equal to
the Master Servicer Remittance Amount for such Master Servicer Remittance Date,
together with, in the case of the final Distribution Date, any additional
amounts contemplated by the second paragraph of Section 9.01. Immediately upon
deposit of the Master Servicer Remittance Amount for any Master Servicer
Remittance Date into the Collection Account, any portion thereof that represents
Additional Interest shall be deemed to have been deposited into the Class V
Sub-Account.

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

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

                                     -100-
<PAGE>

          (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 the Trustee that are required by the
terms of this Agreement to be deposited therein.

                  In the event that the Master Servicer fails, on any P&I
Advance Date, Master Servicer Remittance Date or UBS Warburg Building 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 P&I Advance Date or
Master Servicer Remittance Date, as the case may be, to but not including the
related Distribution Date.

                  On the Master Servicer Remittance Date in March of each year
(commencing in March 2002), 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.

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

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

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

                                     -101-
<PAGE>

                  SECTION 3.04A. UBS Warburg Building Custodial Account.

                  (a) The Master Servicer shall establish and maintain, with
respect to the UBS Warburg Building Loan Pair, one or more separate accounts
(the "UBS Warburg Building Custodial Account,") in which the amounts described
in clauses (i) through (ix) below shall be deposited and held in trust for the
benefit of the holders of the Mortgage Notes for the UBS Warburg Building Loan
Pair, as their interests may appear. The UBS Warburg Building Custodial Account
shall be an Eligible Account. The Master Servicer shall deposit or cause to be
deposited in the UBS Warburg Building Custodial Account, within one Business Day
of receipt (in the case of payments or other collections on the UBS Warburg
Building Loan Pair) or as otherwise required hereunder, the following payments
and collections received or made by the Master Servicer or on its behalf
subsequent to the Cut-off Date (other than in respect of principal and interest
on the UBS Warburg Building Loan Pair due and payable on or before the Cut-off
Date, which payments shall be held pursuant to the terms of the UBS Warburg
Building Co-Lender and Servicing Agreement, and other than amounts required to
be deposited in the Defeasance Deposit Account):

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

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

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

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

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

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

                           (vii) any amounts required to be transferred from the
         UBS Warburg Building REO Account pursuant to Section 3.16(c);

                                     -102-
<PAGE>

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

                           (ix) any P&I Advances required to be made by the
         Master Servicer with respect to the UBS Warburg Building Loan Pair in
         accordance with Section 4.03A.

                  The foregoing requirements for deposit in the UBS Warburg
Building Custodial Account shall be exclusive. Notwithstanding the foregoing,
actual payments from the related Mortgagor in respect of the UBS Warburg
Building Loan Pair in the nature of Escrow Payments, Reserve Funds, assumption
fees, assumption application fees, funds representing such Mortgagor's payment
of costs and expenses associated with assumptions and defeasance, modification
fees, extension fees, charges for beneficiary statements or demands, amounts
collected for checks returned for insufficient funds and any similar fees not
expressly referred to in the prior paragraph need not be deposited by the Master
Servicer in the UBS Warburg Building Custodial Account. If the Master Servicer
shall deposit into the UBS Warburg Building Custodial Account any amount not
required to be deposited therein, it may at any time withdraw such amount from
the UBS Warburg Building 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 UBS Warburg Building 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 UBS Warburg Building Custodial Account shall be maintained as a
segregated account, separate and apart from trust funds created for
mortgage-backed securities of other series and the other accounts of the Master
Servicer.

                  Upon receipt of any of the amounts described in clauses (i)
through (iv) and (viii) above with respect to the UBS Warburg Building 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 UBS Warburg Building 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 UBS
Warburg Building Loan Pair shall initially be deposited by the Special Servicer
into the UBS Warburg Building REO Account and thereafter remitted to the Master
Servicer for deposit into the UBS Warburg Building Custodial Account, all in
accordance with Section 3.16(c).

                  (b) If and when the related Mortgagor elects to defease the
UBS Warburg Building Loan Pair, the provisions of the last paragraph of Section
3.04(a) relating to the Defeasance Deposit Account shall apply.

                                     -103-
<PAGE>

                  (c) The Master Servicer shall give notice to the Trustee, the
UBS Warburg Building Companion Loan Noteholder and the Special Servicer of the
location of the UBS Warburg Building Custodial Account when first established
and of the new location of such Custodial Account prior to any change thereof.

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

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

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

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

          (iii) to pay to itself earned and unpaid Master Servicing Fees, and to
     pay the Special Servicer earned and unpaid Standby Servicing Fees, in that
     order, in respect of each Mortgage Loan and REO Mortgage Loan (other than
     the UBS Warburg Building Mortgage Loan or any related REO Mortgage Loan),
     the Master Servicer's and Special Servicer's respective rights to payment
     pursuant to this clause (iii) with respect to any Mortgage Loan or REO Loan
     being limited to amounts received on or in respect of such Mortgage Loan
     (whether in the form of payments, Liquidation Proceeds or Insurance
     Proceeds) or such REO Loan (whether in the form of REO Revenues,
     Liquidation Proceeds or Insurance Proceeds) that are allocable as a
     recovery of interest thereon;

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


                                     -104-
<PAGE>


     Fee earned in respect of any Mortgage Loan or REO Mortgage Loan (other than
     the UBS Warburg Building Mortgage Loan or any related REO Mortgage Loan)
     that remains unpaid in accordance with clause (iii) above following a Final
     Recovery Determination made with respect to such Mortgage Loan or the
     related REO Property and the deposit into the Pool Custodial Account of all
     amounts received in connection with such Final Recovery Determination;

          (v) to pay the Special Servicer (or, if applicable, a predecessor
     Special Servicer) any earned and unpaid Workout Fees and Liquidation Fees
     in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage
     Loan and/or REO Mortgage Loan (other than the UBS Warburg Building Mortgage
     Loan or any related REO 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, itself and the
     Special Servicer, in that order, for any unreimbursed Servicing Advances
     made thereby with respect to any Mortgage Loan or REO Property (other than
     the UBS Warburg Building Mortgage Loan or any related REO Property), the
     Fiscal Agent's, the Trustee's, the Master Servicer's and the Special
     Servicer's respective rights to reimbursement pursuant to this clause (vi)
     with respect to any Servicing Advance being limited to payments made by the
     related Mortgagor that are allocable to such Servicing Advance, or to
     Liquidation Proceeds (net of Liquidation Fees payable therefrom), Insurance
     Proceeds and, if applicable, REO Revenues received in respect of the
     particular Mortgage Loan or REO Property as to which such Servicing Advance
     was made;

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

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

          (ix) to pay, out of Default Charges collected on or in respect of the
     Mortgage Pool and not otherwise applied as contemplated by clause (viii)
     above, any unpaid expense (other than interest accrued on Advances, which
     is payable pursuant to clause (viii) above, and other than Special
     Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to
     any Mortgage Loan or REO Mortgage Loan in the Mortgage Pool that, if paid
     from a source


                                     -105-
<PAGE>


     other than Default Charges, would constitute an Additional Trust Fund
     Expense, as and to the extent contemplated by Sections 3.26(a) and (b);

          (x) to pay, out of general collections on the Mortgage Loans and any
     REO Properties, 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(h), 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 UBS Warburg Building
     Mortgaged Property, each such payment pursuant to this clause (x) is to be
     made only to the extent that it would not ultimately be payable out of
     collections on or in respect of the UBS Warburg Building Loan Pair;

          (xi) to pay itself, as additional servicing compensation in accordance
     with Section 3.11(b), (A) interest and investment income earned in respect
     of amounts held in the Pool Custodial Account as provided in Section
     3.06(b), but only to the extent of the Net 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 actually collected that accrued in respect of Mortgage Loans that
     are not Specially Serviced Mortgage Loans, and to pay the Special Servicer,
     as additional special servicing compensation in accordance with Section
     3.11(d), Net Default Charges actually collected that accrued in respect of
     Specially Serviced Mortgage Loans and REO Mortgage Loans; provided that
     payments pursuant to this clause (xi) shall not relate to the UBS Warburg
     Building Companion Loan;

          (xii) 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
     Loans and any REO Properties, any amounts payable to any such Person
     pursuant to Section 6.03; provided that such payment does not relate solely
     to the UBS Warburg Building Companion Loan;

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

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

          (xv) to pay, in accordance with Section 3.11(i), out of general
     collections on the Mortgage Loans and any REO Properties, any servicing
     expenses, that would, if advanced,


                                     -106-
<PAGE>

     constitute Nonrecoverable Servicing Advances (other than servicing expenses
     that relate solely to the UBS Warburg Building Companion Loan or any
     related REO Loan); and

          (xvi) 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 and property-by-property basis when
appropriate, in connection with any withdrawal from the Pool Custodial Account
pursuant to clauses (ii) through (xv) 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 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. At
least three Business Days prior to the date such amounts are to be withdrawn and
paid pursuant to this Agreement, the Special Servicer shall deliver to the
Master Servicer a written statement of a Servicing Officer of the Special
Servicer setting forth the amount of Standby Servicing Fees, Special Servicing
Fees, Liquidation Fees and/or Workout Fees, if any, due and owing to the Special
Servicer at such time (taking into account any offsets to be applied in
accordance with Section 3.11(c)). The Master Servicer may rely on such
statement; provided that, in the event the Master Servicer disagrees with the
Special Servicer's statement, the Master Servicer shall notify the Special
Servicer in writing prior to the related payment.

                  The Special Servicer shall keep and maintain separate
accounting for each Specially Serviced Mortgage Loan and REO Property, on a
loan-by-loan and property-by-property basis, for the purpose of justifying any
request for withdrawal from the Pool Custodial Account. With respect to each
Mortgage Loan for which it makes an Advance, each of the Trustee and Fiscal
Agent shall keep and maintain separate accounting, on a loan-by-loan and
property-by-property basis, for the purpose of justifying any request for
withdrawal from the Pool Custodial Account for reimbursements of Advances or
interest thereon.

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

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

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

                                     -107-
<PAGE>

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

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

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

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

          (vii) to transfer Interest Reserve Amounts in respect of the Interest
     Reserve 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.

                  (c) On each Master Servicer Remittance Date in March
(commencing in March 2002), 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 during January and/or February of the same year in
accordance with Section 3.04(c).

                  SECTION 3.05A. Permitted Withdrawals From the UBS Warburg
Building Custodial Account.

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

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

                           (ii) to reimburse, first, the Fiscal Agent, second,
         the Trustee, third, the UBS Warburg Building Fiscal Agent, fourth, the
         UBS Warburg Building Trustee, and last, itself, in that order, for
         unreimbursed P&I Advances made by such party (with its own funds) with
         respect to either Loan in the UBS Warburg Building Loan Pair, any such
         party's rights to reimbursement


                                     -108-
<PAGE>


         pursuant to this clause (ii) with respect to any such P&I Advance
         being limited to amounts that represent late collections of interest
         and principal (net of the related Master Servicing Fees, the related
         Standby Servicing Fees and any related Workout Fees or Liquidation
         Fees) received in respect of the particular Loan (as allocable thereto
         pursuant to the related loan documents and the UBS Warburg Building
         Co-Lender and Servicing Agreement) in the UBS Warburg Building Loan
         Pair as to which such P&I Advance was made;

                           (iii) to pay to itself earned and unpaid Master
         Servicing Fees with respect to the UBS Warburg Building Loan Pair (or
         any successor REO Loans), and to pay to the Special Servicer earned and
         unpaid Standby Servicing Fees, with respect to the UBS Warburg Building
         Mortgage Loan (or any successor REO Mortgage Loan), the Master
         Servicer's and Special Servicer's respective rights to payment pursuant
         to this clause (iii) with respect to either Loan (or any successor REO
         Loan) in the UBS Warburg Building Loan Pair being limited to amounts
         received on or in respect of such Loan (or successor REO Loan) that are
         allocable as a recovery of interest thereon;

                           (iv) to reimburse, first, the Fiscal Agent, second,
         the Trustee, third, the UBS Warburg Building Fiscal Agent, fourth, the
         UBS Warburg Building Trustee, and last, itself, in that order, for any
         unreimbursed P&I Advances made by such party (with its own funds) with
         respect to either Loan in the UBS Warburg Building Loan Pair that such
         party has determined are Nonrecoverable Advances, such party's rights
         to reimbursement pursuant to this clause (iv) with respect to any such
         P&I Advance being limited to amounts received in respect of the
         particular Loan (as allocable thereto pursuant to the related Loan
         documents and the UBS Warburg Building Co-Lender and Servicing
         Agreement) in the UBS Warburg Building Loan Pair as to which such P&I
         Advance was made;

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

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

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

                           (viii) to pay first, the Fiscal Agent, second, the
         Trustee, third, the UBS Warburg Building Fiscal Agent, fourth, the UBS
         Warburg Building Trustee, fifth, itself and, last, the Special
         Servicer, in that order, any interest accrued on any Advance made
         thereby with respect to


                                     -109-
<PAGE>


         any Loan in the UBS Warburg Building Loan Pair or the UBS Warburg
         Building Mortgaged Property, any such party's respective right to
         payment pursuant to this clause (viii) with respect to interest on any
         Advance being permitted to be satisfied (A) first, out of Default
         Charges collected on or in respect of the UBS Warburg Building
         Companion Loan during the same Collection Period in which such Advance
         is reimbursed, as and to the extent contemplated by Section 3.26(c),
         (B) second, out of Default Charges collected on or in respect of the
         UBS Warburg Building Mortgage Loan during the same Collection Period
         in which such Advance is reimbursed, as and to the extent contemplated
         by Sections 3.26(a) and (b) and (C) third, to the extent that the
         Default Charges described in the immediately preceding clauses (A) and
         (B) are insufficient, but only if such Advance is being reimbursed at
         the same time or if such Advance has been previously reimbursed, out
         of any other collections on or in respect of the UBS Warburg Building
         Loan Pair; provided that interest on P&I Advances made with respect to
         the UBS Warburg Building Companion Loan may be paid solely pursuant to
         clauses (A) and (C) above, from Default Charges or other collections
         received on or in respect of the UBS Warburg Building Companion Loan;

                           (ix) to pay for (A) costs and expenses incurred with
         respect to the UBS Warburg Building 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 UBS Warburg
         Building Mortgaged Property pursuant to Section 3.11(h) or 4.03A(c) and
         (C) the fees of any Independent Contractor retained with respect to any
         related REO Property pursuant to Section 3.17A(d) (to the extent that
         it has not paid itself such fees prior to remitting collections on such
         REO Property to the Special Servicer);

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

                           (xii) to pay for the cost of recording the UBS
         Warburg Building Co-Lender and Servicing Agreement and any required
         opinion of counsel related thereto and, to the extent applicable
         pursuant to Section 11.02(a), the allocable portion of the cost of the
         Opinion of Counsel contemplated by Section 11.02(a);

                                     -110-
<PAGE>

                           (xiii) to transfer to the Pool Custodial Account all
         amounts representing Default Charges actually collected that accrued in
         respect of the UBS Warburg Building Mortgage Loan or successor 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)); and

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

                  The Master Servicer shall keep and maintain separate
accounting records in connection with any withdrawal from the UBS Warburg
Building Custodial Account, pursuant to clauses (ii) through (xiii) above.

                  The Master Servicer shall pay to each of the Special Servicer
(or to third party contractors at the direction of the Special Servicer), the
UBS Warburg Building Fiscal Agent, the UBS Warburg Building Trustee, the Trustee
and the Fiscal Agent, as applicable, from the UBS Warburg Building 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 UBS Warburg Building Fiscal Agent, the UBS Warburg
Building Trustee, the Trustee or the Fiscal Agent, as the case may be,
describing the item and amount to which the Special Servicer (or such third
party contractor), the UBS Warburg Building Fiscal Agent, the UBS Warburg
Building Trustee, the Trustee or the Fiscal Agent, as the case may be, is
entitled. The Master Servicer may rely conclusively on any such written
statement and shall have no duty to re-calculate the amounts stated therein. The
Special Servicer, the UBS Warburg Building Fiscal Agent, the UBS Warburg
Building Trustee, the Trustee and the Fiscal Agent shall each keep and maintain
separate accounting for the purpose of justifying any request for withdrawal
from the UBS Warburg Building Custodial Account, on a loan-by-loan basis.

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

                  (a) The Master Servicer may direct in writing any depository
institution maintaining a Servicing Account, a Reserve Account, the Defeasance
Deposit Account or a Custodial Account (each, for purposes of this Section 3.06,
an "Investment Account"), and the Special Servicer may direct in writing any
depository institution maintaining an REO Account (also, for purposes of this
Section 3.06, an "Investment Account"), to invest, or if it is such depository
institution, may itself invest, the funds held therein in one or more Permitted
Investments bearing interest or sold at a discount, and maturing, unless payable
on demand, no later than the Business Day immediately preceding the next
succeeding date on which such funds are required to be withdrawn from such
account pursuant to this Agreement; provided that in the case of any Servicing
Account, any Reserve Account or the Defeasance Deposit Account, such investment
direction shall be subject to the related Loan documents and applicable law.
Funds in the Collection Account and the Interest Reserve Account will remain
uninvested. All such Permitted Investments shall be held to maturity, unless
payable on demand. Any investment of funds in an Investment Account shall be
made in the name of the Trustee (in its capacity as such) and, in the case of a
Permitted Investment in any Investment Account solely related to the UBS Warburg
Building Loan Pair, the UBS Warburg Building Companion Loan Noteholder. The
Master Servicer (with respect to Permitted Investments of amounts in the
Servicing Accounts, the Reserve Accounts, the Defeasance Deposit Account and the
Custodial Accounts) and the Special Servicer (with respect to


                                     -111-
<PAGE>


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 UBS Warburg
Building Loan Pair, the UBS Warburg Building Companion Loan Noteholder, shall
(and the Trustee hereby designates the Master Servicer and the Special Servicer,
as applicable, as the Person that shall) (i) be the "entitlement holder" of any
Permitted Investment that is a "security entitlement" and (ii) maintain
"control" of any Permitted Investment that is 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 UBS Warburg Building Loan Pair, the UBS Warburg Building
Companion Loan Noteholder, for purposes of Revised Article 8 (1994 Revision) of
the UCC or Revised Article 9 (1998 Revision) of the UCC, as applicable. If
amounts on deposit in an Investment Account are at any time invested in a
Permitted Investment payable on demand, the Master Servicer (in the case of the
Custodial Accounts, the Servicing Accounts, the Reserve Accounts and the
Defeasance Deposit Account) or the Special Servicer (in the case of the REO
Accounts) shall:

                           (x) consistent with any notice required to be given
         thereunder, demand that payment thereon be made on the last day such
         Permitted Investment may otherwise mature hereunder in an amount equal
         to at least the lesser of (1) all amounts then payable thereunder and
         (2) the amount required to be withdrawn on such date; and

                           (y) demand payment of all amounts due thereunder
         promptly upon determination by the Master Servicer or the Special
         Servicer, as the case may be, that such Permitted Investment would not
         constitute a Permitted Investment in respect of funds thereafter on
         deposit in the Investment Account.

                  (b) Whether or not the Master Servicer directs the investment
of funds in any of the Servicing Accounts, the Reserve Accounts, the Defeasance
Deposit Account or the Custodial Accounts, interest and investment income
realized on funds deposited therein, to the extent of the Net Investment
Earnings, if any, for each such Investment Account for each Collection Period
(and, in the case of Servicing Accounts, Reserve Accounts and the Defeasance
Deposit Account, to the extent not otherwise payable to Mortgagors under
applicable law or the related Loan documents), shall be for the sole and
exclusive benefit of the Master Servicer and shall be subject to its withdrawal
in accordance with Section 3.03(a), 3.03(d), 3.04(a), 3.05(a) or 3.05A, as
applicable. Whether or not the Special Servicer directs the investment of funds
in either of the REO Accounts, interest and investment income realized on funds
deposited therein, to the extent of the Net Investment Earnings, if any, for
such Investment Account for each Collection Period, shall be for the sole and
exclusive benefit of the Special Servicer and shall be subject to its withdrawal
in accordance with Section 3.16(b). If any loss shall be incurred in respect of
any Permitted Investment on deposit in any Investment Account, the Master
Servicer (in the case of (i) the Servicing Accounts, the Reserve Accounts and
the Defeasance Deposit Account (except to the extent that any investment of
funds with respect thereto is at the direction of a Mortgagor in


                                     -112-
<PAGE>


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 and the Master Servicer
Remittance Amount, the amounts so invested shall be deemed to remain on deposit
in such Investment Account.

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

                  (a) The Master Servicer (with respect to all of the Loans,
including Specially Serviced Loans, that are not REO Loans) shall, consistent
with the Servicing Standard, cause to be maintained for each such Mortgaged
Property all insurance coverage as is required under the related Mortgage;
provided that if and to the extent that any such Mortgage permits the holder
thereof any discretion (by way of consent, approval or otherwise) as to the
insurance coverage that the related Mortgagor is required to maintain, the
Master Servicer or Special Servicer, as the case may be, shall exercise such
discretion in a manner consistent with the Servicing Standard; and provided,
further, that if and to the extent that a Mortgage so permits, the Master
Servicer or Special Servicer, as the case may be, shall use reasonable best
efforts to require the related Mortgagor to obtain the required insurance
coverage from Qualified Insurers that have a "claims paying ability" or
"financial strength" rating, as applicable, of at least "A" from S&P and "A3"
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). Any Controlling Class Certificateholder may request that earthquake
insurance be secured for one or more Mortgaged Properties by the related
Mortgagor, to the extent such insurance may reasonably be obtained and provided
the related Loan documents and applicable law give the mortgagee the right to
request such insurance coverage and such Loan documents require the Mortgagor to
obtain earthquake insurance at the request of the mortgagee. The UBS Warburg
Building Companion Loan Noteholder may request that earthquake insurance, to the
extent such insurance may reasonably be obtained, be secured for the UBS Warburg
Building Mortgaged Property at the expense of the UBS Warburg Building Companion
Loan Noteholder. Subject to Section 3.17(a), the Special Servicer, in accordance
with the Servicing Standard, shall also cause to be maintained for each REO
Property no less


                                     -113-
<PAGE>


insurance coverage than was previously required of the Mortgagor under the
related Mortgage; provided that all such insurance shall be obtained from
Qualified Insurers that, if they are providing casualty insurance, shall have a
"claims paying ability" or "financial strength" rating, as applicable, of at
least "A" from S&P and "Aa3" from Moody's (or, in the case of either Rating
Agency, such lower rating as will not result in an Adverse Rating Event, as
evidenced in writing by such Rating Agency). All such insurance policies shall
contain (if they insure against loss to property and do not relate to an REO
Property) a "standard" mortgagee clause, with loss payable to the Master
Servicer (in the case of insurance maintained in respect of Loans, including
Specially Serviced Loans), and shall be in the name of the Special Servicer (in
the case of insurance maintained in respect of REO Properties), on behalf of the
Trustee; and, in each case, such insurance shall be issued by a Qualified
Insurer. Any amounts collected by the Master Servicer or the Special Servicer
under any such policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or REO Property or amounts to be
released to the related Mortgagor, in each case subject to the rights of any
tenants and ground lessors, as the case may be, and in each case in accordance
with the terms of the related Mortgage and the Servicing Standard) shall be
deposited in the applicable Custodial Account in accordance with Section 3.04(a)
or 3.04A(a), as the case may be, in the case of amounts received in respect of a
Loan, or in the applicable REO Account in accordance with Section 3.16(b), in
the case of amounts received in respect of an REO Property. Any cost incurred by
the Master Servicer or the Special Servicer in maintaining any such insurance
(including any earthquake insurance maintained at the request of a Controlling
Class Certificateholder or the UBS Warburg Building Companion Loan Noteholder)
shall not, for purposes hereof, including calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Loan or REO Loan, notwithstanding that the terms of such
loan so permit, but shall be recoverable by the Master Servicer and the Special
Servicer as a Servicing Advance.

                  (b) If either the Master Servicer or the Special Servicer
shall obtain and maintain, or cause to be obtained and maintained, a blanket
policy insuring against hazard losses on all of the Loans and/or REO Properties
that it is required to service and administer, then, to the extent such policy
(i) is obtained from a Qualified Insurer having (or whose obligations are
guaranteed or backed, in writing, by an entity having) a "claims paying ability"
or "financial strength" rating, as applicable, of at least "A" from S&P and
"Aa3" from Moody's (if then rated by Moody's, and if not then rated by Moody's,
then an equivalent rating by at least one nationally recognized statistical
rating agency besides S&P) (or, in the case of either Rating Agency, such lower
rating as will not result in an Adverse Rating Event, as evidenced in writing by
such Rating Agency), and (ii) provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer, as the
case may be, shall conclusively be deemed to have satisfied its obligation to
cause hazard insurance to be maintained on the related Mortgaged Properties
and/or REO Properties. Such blanket policy may contain a deductible clause (not
in excess of a customary amount), in which case the Master Servicer or the
Special Servicer, as appropriate, shall, if there shall not have been maintained
on the related Mortgaged Property or REO Property an individual hazard insurance
policy complying with the requirements of Section 3.07(a), and there shall have
been one or more losses that would have been covered by such individual policy,
promptly deposit into the Pool Custodial Account (or, in the case of a Mortgaged
Property that secures the UBS Warburg Building Loan Pair, into the UBS Warburg
Building Custodial Account) from its own funds the amount not otherwise payable
under the blanket policy because of such deductible clause, to the extent that
any such deductible exceeds the deductible limitation that pertained to the
related Loan (or in the absence of any such deductible limitation, the
deductible limitation for an individual policy which is consistent with the
Servicing Standard). The Master Servicer or the Special Servicer, as


                                     -114-
<PAGE>


appropriate, shall prepare and present, on behalf of itself, the Trustee and the
Certificateholders or, in the case of the UBS Warburg Building Mortgaged
Property, on behalf of itself and the UBS Warburg Building Companion Loan
Noteholder, claims under any such blanket policy in a timely fashion in
accordance with the terms of such policy.

                  (c) Subject to the third paragraph of this Section 3.07(c),
each of the Master Servicer and the Special Servicer shall at all times during
the term of this Agreement (or, in the case of the Special Servicer, at all
times during the term of this Agreement in which Specially Serviced Loans and/or
REO Properties are part of the Trust Fund) keep in force with Qualified Insurers
having (or whose obligations are guaranteed or backed, in writing, by entities
having) a "claims paying ability" or "financial strength" rating, as applicable,
of at least "A" from S&P and "Aa3" from Moody's (or, if not then rated by
Moody's, then at least "A" by Fitch) (or, in the case of either Rating Agency,
such lower rating as will not result in an Adverse Rating Event, as evidenced in
writing by such Rating Agency), a fidelity bond, which fidelity bond shall be in
such form and amount as would permit it to be a qualified Fannie Mae
seller-servicer of multifamily mortgage loans, or in such other form and amount
as would not cause an Adverse Rating Event (as evidenced in writing from each
Rating Agency). Each of the Master Servicer and the Special Servicer shall be
deemed to have complied with the foregoing provision if an Affiliate thereof has
such fidelity bond coverage and, by the terms of such fidelity bond, the
coverage afforded thereunder extends to the Master Servicer or the Special
Servicer, as the case may be.

                  Subject to the third paragraph of this Section 3.07(c), each
of the Master Servicer and the Special Servicer shall at all times during the
term of this Agreement (or, in the case of the Special Servicer, at all times
during the term of this Agreement in which Specially Serviced Loans and/or REO
Properties are part of the Trust Fund) also keep in force with Qualified
Insurers having (or whose obligations are guaranteed or backed, in writing, by
entities having) a "claims paying ability" or "financial strength" rating, as
applicable, of at least "A" from S&P and "Aa3" from Moody's (or, if not rated by
Moody's at least A by Fitch) (or, in the case of either Rating Agency, such
lower rating as will not result in an Adverse Rating Event, as evidenced in
writing by such Rating Agency), a policy or policies of insurance covering loss
occasioned by the errors and omissions of its officers, employees and agents in
connection with its servicing obligations hereunder, which policy or policies
shall be in such form and amount as would permit it to be a qualified Fannie Mae
seller-servicer of multifamily mortgage loans, or in such other form and amount
as would not cause an Adverse Rating Event (as evidenced in writing from each
Rating Agency). Each of the Master Servicer and the Special Servicer shall be
deemed to have complied with the foregoing provisions if an Affiliate thereof
has such insurance and, by the terms of such policy or policies, the coverage
afforded thereunder extends to the Master Servicer or the Special Servicer, as
the case may be.

                  Notwithstanding the foregoing, for so long as the long-term
debt obligations of the Master Servicer or Special Servicer, as the case may be
(or, in the case of the initial Master Servicer and Special Servicer, their
respective direct or indirect parent), are rated at least "Aa3" from Moody's (if
then rated by Moody's, and if not then rated by Moody's, then an equivalent
rating by at least one additional nationally recognized statistical rating
agency besides S&P) and "A" from S&P (if then rated by S&P, and if not then
rated by S&P, then an equivalent rating by at least one additional nationally
recognized statistical rating agency besides 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), such Person may self-insure with
respect to the risks described in this Section 3.07(c).

                                     -115-
<PAGE>

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

                  The Master Servicer (in the case of non-Specially Serviced
Loans) and the Special Servicer (in the case of Specially Serviced Loans and REO
Properties) shall each abide by the terms and conditions precedent to payment of
claims under the Environmental Insurance Policies with respect to the
Environmentally Insured Mortgage Loans 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,
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 non-Specially Serviced Loan, or the Special Servicer, with respect
to a Specially Serviced Loan or an REO Property, shall address such termination
in accordance with Section 3.07(a). Any legal fees, premiums or other
out-of-pocket costs incurred in accordance with the Servicing Standard in
connection with enforcing the obligations of the Mortgagor under any
Environmental Insurance Policy or a resolution of such termination of an
Environmental Insurance Policy shall be paid by the Master Servicer and shall be
reimbursable to it as a Servicing Advance.

                  The Master Servicer (with respect to non-Specially Serviced
Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall
monitor the actions, and enforce the obligations, of the related Mortgagor under
each Environmentally Insured Mortgage Loan 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.

                                     -116-
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                  SECTION 3.08. Enforcement of Alienation Clauses.

                  (a) In the event that the Master Servicer receives a request
from a Mortgagor pursuant to the provisions of any Loan (other than a Specially
Serviced Loan) that expressly permit, with the lender's consent, subject to the
conditions described in the Loan documents, the transfer of the related
Mortgaged Property to, and assumption of such Loan by, another Person or
transfers of certain interests in such Mortgagor, the Master Servicer shall
promptly obtain relevant information for purposes of evaluating such request. If
the Master Servicer recommends to approve such transfer and/or assumption, the
Master Servicer shall promptly provide to the Special Servicer a copy of such
recommendation (which shall include the reason therefor) and the materials upon
which such recommendation is based. The Special Servicer shall have the right
hereunder, within 15 days of receipt of such recommendation and supporting
materials and any other materials reasonably requested by the Special Servicer,
to reasonably withhold or, subject to Section 3.08(d), Section 6.11 and Section
6.11A, grant consent to any such request for such transfer and/or assumption in
accordance with the terms of the Loan and this Agreement, including, without
limitation, the Servicing Standard. If the Special Servicer does not respond
within such 15-day period, the Special Servicer's consent shall be deemed
granted. In connection with its review with respect to a non-Specially Serviced
Loan pursuant to this subsection (a), the Special Servicer will be entitled to a
Special Servicer Assumption Review Fee. If the Special Servicer consents or is
deemed to have consented to such proposed transfer and/or assumption, the Master
Servicer shall process such request of the related Mortgagor; and, in the case
of a transfer of the related Mortgaged Property to, and assumption of such Loan
by, another Person, the Master Servicer shall be authorized to enter into an
assumption or substitution agreement with the Person, which shall be a Single
Purpose Entity, to whom the related Mortgaged Property has been or is proposed
to be conveyed and/or release the original Mortgagor from liability under the
related Loan and substitute as obligor thereunder the Person to whom the related
Mortgaged Property has been or is proposed to be conveyed; provided, however,
that the Master Servicer shall not enter into any such agreement to the extent
that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor
Trust Event or create any lien on a Mortgaged Property that is senior to, or on
parity with, the lien of the related Mortgage. The Master Servicer shall notify
the Trustee, the Special Servicer, each Rating Agency and, in the case of the
UBS Warburg Building Loan Pair, the UBS Warburg Building Companion Loan
Noteholder, of any assumption or substitution agreement executed pursuant to
this Section 3.08(a) and shall forward thereto a copy of such agreement together
with a Review Package. Subject to the terms of the related Mortgage Loan
documents, no assumption of a Cross-Collateralized Mortgage Loan shall be made
without the assumption of all other Mortgage Loans making up the related
Cross-Collateralized Group. Further, subject to the terms of the related Loan
documents and applicable law, no assumption of a Loan shall be made or transfer
of interest in a Mortgagor approved, unless all costs in connection therewith,
including any arising from seeking Rating Agency confirmation, are paid by the
related Mortgagor.

                  (b) Other than with respect to a transfer and assumption
referred to in subsection (a) above, if any Mortgage contains restrictions on
transfers of the related Mortgaged Property and/or transfers of interests in the
related Mortgagor, then the Special Servicer, on behalf of the Trust (and, with
respect to the UBS Warburg Building Loan Pair, the UBS Warburg Building
Companion Loan Noteholder), and not the Master Servicer, shall, to the extent
permitted by applicable law, enforce such restrictions, unless the Special
Servicer has determined, in its reasonable, good faith judgment, that waiver of
such restrictions would be in accordance with the Servicing Standard (as
evidenced by an Officer's Certificate setting forth the basis for such
determination delivered, together with a Review


                                     -117-
<PAGE>


Package in respect thereof, to the Trustee, the Master Servicer, each Rating
Agency and, with respect to the UBS Warburg Building Loan Pair, the UBS Warburg
Building Companion Loan Noteholder); provided that any such waiver of such
restrictions shall be subject to Section 3.08(d), Section 6.11 and Section
6.11A. If the Master Servicer receives a request for consent to a transfer and
assumption of a Specially Serviced Loan, the Master Servicer shall immediately
notify the Special Servicer of such request and deliver to the Special Servicer
the Mortgage File (or a copy thereof) and such other documents that the Master
Servicer shall have received regarding the proposed transfer and assumption.
Upon consent by the Special Servicer to any proposed transfer of a Mortgaged
Property and assumption by the proposed transferee of the related Loan pursuant
to this Section 3.08(b), the Special Servicer shall process the request of the
related Mortgagor for such transfer and assumption and shall be authorized to
enter into an assumption or substitution agreement with the Person, which shall
be a Single Purpose Entity, to whom the related Mortgaged Property has been or
is proposed to be conveyed and/or release the original Mortgagor from liability
under the related Loan and substitute as obligor thereunder the Person to whom
the related Mortgaged Property has been or is proposed to be conveyed; provided,
however, that the Special Servicer shall not enter into any such agreement to
the extent that any terms thereof would result in an Adverse REMIC Event or
Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is
senior to, or on parity with, the lien of the related Mortgage. The Special
Servicer shall notify the Trustee, the Master Servicer, each Rating Agency and,
with respect to the UBS Warburg Building Loan Pair, the UBS Warburg Building
Companion Loan Noteholder, of any assumption or substitution agreement executed
pursuant to this Section 3.08(b) and shall forward thereto a copy of such
agreement. Subject to the terms of the related Mortgage Loan documents, no
assumption of a Cross-Collateralized Mortgage Loan shall be made without the
assumption of all other Mortgage Loans making up the related
Cross-Collateralized Group. Further, subject to the terms of the related Loan
documents and applicable law, no assumption of a Loan shall be made unless all
costs in connection therewith, including any arising from seeking Rating Agency
confirmation, are paid by the related Mortgagor.

                  With respect to a non-Specially Serviced Loan, the Special
Servicer shall be entitled (as additional special servicing compensation) to the
Special Servicer Assumption Review Fee, payable from amounts collected from the
related Mortgagor pursuant to the related Loan documents in connection with an
assumption or substitution agreement executed pursuant to Section 3.08(a) or
this Section 3.08(b) and/or a transfer of a Mortgaged Property or an interest in
a Mortgagor approved pursuant to Section 3.08(a) or this Section 3.08(b). With
respect to a non-Specially Serviced Loan, the Master Servicer shall be entitled
(as additional servicing compensation) to any amounts allocable to assumption
fees, assumption application fees and other applicable fees, payable from a
Mortgagor pursuant to the related Loan documents in connection with the lender's
approving a transfer of a Mortgaged Property or an interest in a Mortgagor
and/or an assumption or substitution agreement executed pursuant to Section
3.08(a) or (b), to the extent such amounts are in excess of the Special Servicer
Assumption Review Fee payable with respect to such Loan. With respect to a Loan
that is a Specially Serviced Loan, the Special Servicer shall be entitled (as
additional special servicing compensation) to 100% of any assumption fee,
assumption application fee and other applicable fee collected from a Mortgagor
pursuant to the related Loan documents in connection with an assumption or
substitution agreement executed pursuant to Section 3.08(b) or a transfer of a
Mortgaged Property or an interest in a Mortgagor approved pursuant to Section
3.08(b).

                  (c) With respect to all Loans, the Special Servicer on behalf
of the Trustee as the mortgagee of record and, with respect to the UBS Warburg
Building Loan Pair, on behalf of the UBS Warburg Building Companion Loan
Noteholder, shall, to the extent permitted by applicable law, enforce



                                     -118-
<PAGE>

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

                  (d) Notwithstanding anything to the contrary contained in this
Section 3.08, if the then unpaid principal balance of the subject Loan is at
least equal to $20,000,000, neither the Master Servicer nor the Special Servicer
shall waive any restrictions contained in the related Mortgage on transfers of
the related Mortgaged Property or on transfers of interests in the related
Mortgagor, unless the Master Servicer or the Special Servicer, as the case may
be, shall have received prior written confirmation from each Rating Agency that
such action would not result in an Adverse Rating Event. In addition,
notwithstanding anything to the contrary contained in this Section 3.08, neither
the Master Servicer nor the Special Servicer shall in any event waive any
restrictions contained in any Mortgage on further encumbrances of the related
Mortgaged Property, unless the Special Servicer shall have received prior
written confirmation from each Rating Agency that such action would not result
in an Adverse Rating Event. In connection with any request for rating
confirmation from a Rating Agency pursuant to this Section 3.08(d), the Master
Servicer or the Special Servicer, as the case may be, shall deliver a Review
Package to such Rating Agency. Further, subject to the terms of the related Loan
documents and applicable law, no waiver of a restriction contained in the
related Mortgage on transfers of the related Mortgaged Property or interests in
the related Mortgagor or on further encumbrances thereof may be waived by the
Master Servicer or the Special Servicer unless all costs in connection
therewith, including any arising from seeking Rating Agency confirmation, are
paid by the related Mortgagor. To the extent not collected from the related
Mortgagor, any rating agency charges in connection with the foregoing shall be
paid by the Master Servicer as a Servicing Advance.

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

                  (a) The Special Servicer shall, subject to Sections 3.09(b),
3.09(c), 3.09(d), 6.11 and 6.11A, exercise reasonable efforts, consistent with
the Servicing Standard, to foreclose upon or otherwise comparably convert the
ownership of properties securing such of the Specially Serviced Loans as come
into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments, including pursuant to Section 3.20;
provided that neither the Master Servicer nor the Special Servicer shall, with
respect to any ARD Loan after its Anticipated Repayment Date, take any
enforcement action with respect to the payment of Additional Interest (other
than the making of requests for its collection) unless (i) the taking of an
enforcement action with respect



                                     -119-
<PAGE>

to the payment of other amounts due under such ARD Loan is, in the good faith
and reasonable judgment of the Special Servicer, necessary, appropriate and
consistent with the Servicing Standard or (ii) all other amounts due under such
ARD Loan have been paid, the payment of such Additional Interest has not been
forgiven in accordance with Section 3.20 and, in the good faith and reasonable
judgment of the Special Servicer, the Liquidation Proceeds expected to be
recovered in connection with such enforcement action will cover the anticipated
costs of such enforcement action and, if applicable, any associated interest
accrued on Advances. Subject to Section 3.11(h), the Special Servicer shall
advance all costs and expenses incurred by it in any such proceedings, and shall
be entitled to reimbursement therefor as provided in Section 3.05(a) or Section
3.05A, as applicable. The Special Servicer shall be responsible, consistent with
the Servicing Standard, for determining whether to exercise any rights it may
have under the cross-collateralization and/or cross-default provisions of a
Cross-Collateralized Mortgage Loan. Nothing contained in this Section 3.09 shall
be construed so as to require the Special Servicer, on behalf of the Trust Fund
and, in the case of the UBS Warburg Building Mortgaged Property, on behalf of
the UBS Warburg Building Companion Loan Noteholder, to make a bid on any
Mortgaged Property at a foreclosure sale or similar proceeding that is in excess
of the fair market value of such property, as determined by the Special Servicer
in its reasonable and good faith judgment taking into account the factors
described in Section 3.18 and the results of any appraisal obtained as provided
below in this Section 3.09, all such bids to be made in a manner consistent with
the Servicing Standard.

                  If and when the Master Servicer or the Special Servicer deems
it necessary and prudent for purposes of establishing the fair market value of
any Mortgaged Property securing a defaulted Specially Serviced Loan, whether for
purposes of bidding at foreclosure or otherwise, it may have an appraisal
performed with respect to such property by an Independent Appraiser or other
expert in real estate matters, which appraisal shall take into account the
factors specified in Section 3.18, and the cost of which appraisal shall be
covered by, and be reimbursable as, a Servicing Advance; provided that if the
Master Servicer intends to obtain an appraisal in connection with the foregoing,
the Master Servicer shall so notify the Special Servicer and consult with the
Special Servicer regarding such appraisal.. If any Loan becomes a Required
Appraisal Loan, then the Special Servicer shall (i) obtain or conduct, as
applicable, a Required Appraisal within 60 days of such Loan's becoming a
Required Appraisal Loan (unless a Required Appraisal was obtained or conducted,
as applicable, with respect to such Required Appraisal Loan within the prior 12
months and the Special Servicer reasonably believes, in accordance with the
Servicing Standard, that no material change has subsequently occurred with
respect to the related Mortgaged Property that would draw into question the
applicability of such Required Appraisal) and (ii) obtain or conduct, as
applicable, an update of the prior Required Appraisal once every 12 months
thereafter for so long as such Loan or any successor REO Loan, as the case may
be, remains a Required Appraisal Loan. The Special Servicer shall deliver copies
of all such Required Appraisals and updated Required Appraisals to the Trustee,
the Master Servicer and, in the case of the UBS Warburg Building Mortgaged
Property, the UBS Warburg Building Companion Loan Noteholder, in each such case,
promptly following the Special Servicer's receipt of the subject appraisal, and
to the Controlling Class Representative upon request, and based thereon, the
Special Servicer shall calculate and notify the Trustee, the Master Servicer,
the Controlling Class Representative and, in the case of the UBS Warburg
Building Loan Pair, the UBS Warburg Building Companion Loan Noteholder, of any
resulting Appraisal Reduction Amount. Such calculations by the Special Servicer
shall be subject to review and confirmation by the Master Servicer, provided
that the Master Servicer may rely on any information provided by the Special
Servicer. The Special Servicer shall advance the cost of each such Required
Appraisal and updated Required Appraisal; provided, however, that such expense
will be subject to reimbursement to the Special Servicer as a Servicing Advance
out of the related Custodial Account


                                     -120-
<PAGE>

pursuant to Section 3.05(a) or Section 3.05A. At any time that an Appraisal
Reduction Amount exists with respect to any Required Appraisal Loan, the
Controlling Class Representative may, at its own expense, obtain and deliver to
the Master Servicer, the Special Servicer and the Trustee an appraisal that
satisfies the requirements of a "Required Appraisal", and upon the written
request of the Controlling Class Representative, the Special Servicer shall
recalculate (and shall be obligated to recalculate annually thereafter) the
Appraisal Reduction Amount in respect of such Required Appraisal Loan based on
the appraisal delivered by the Controlling Class Representative and shall notify
the Trustee, the Master Servicer and the Controlling Class Representative of
such recalculated Appraisal Reduction Amount. At any time that an Appraisal
Reduction Amount exists with respect to the UBS Warburg Building Loan Pair
during a period that the Loan Pair constitutes a Required Appraisal Loan, the
UBS Warburg Building Companion Loan Noteholder may, at its own expense, obtain
and deliver to the Master Servicer, the Special Servicer and the Trustee, an
appraisal that satisfies the requirements of a "Required Appraisal", and upon
the written request of the UBS Warburg Building Companion Loan Noteholder, the
Special Servicer shall recalculate (and shall be obligated to recalculate
annually thereafter) the Appraisal Reduction Amount in respect of the UBS
Warburg Building Loan Pair based on the appraisal delivered by the UBS Warburg
Building Companion Loan Noteholder, and shall notify the Trustee, the Master
Servicer and the UBS Warburg Building Companion Loan Noteholder of such
recalculated Appraisal Reduction Amount.

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

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

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

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

                  (c) Notwithstanding the foregoing provisions of this Section
3.09, neither the Master Servicer nor the Special Servicer shall, on behalf of
the Trustee (and, in the case of the UBS Warburg Building Mortgaged Property, on
behalf of the UBS Warburg Building Companion Loan Noteholder),


                                     -121-
<PAGE>


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 UBS Warburg Building Mortgaged
Property, the UBS Warburg Building Companion Loan Noteholder), could, in the
reasonable, good faith judgment of the Special Servicer, exercised in accordance
with the Servicing Standard, be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA or any comparable law (a
"potentially responsible party"), unless such action is consistent with Section
6.11 or Section 6.11A, as applicable, and the Special Servicer has previously
determined (as evidenced by an Officer's Certificate to such effect delivered to
the Trustee (and, in the case of the UBS Warburg Building Mortgaged Property,
the UBS Warburg Building Companion Loan Noteholder) that shall specify all of
the bases for such determination), in accordance with the Servicing Standard and
based on an Environmental Assessment of such Mortgaged Property performed by an
Independent Person, who regularly conducts Environmental Assessments, within six
months prior to any such acquisition of title or other action (a copy of which
Environmental Assessment shall be delivered to the Trustee, the Master Servicer
and, in the case of the UBS Warburg Building Mortgaged Property, the UBS Warburg
Building Companion Loan Noteholder), that:

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

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

                                     -122-
<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 UBS Warburg Building Loan
Pair, to the extent the funds in the UBS Warburg Building Custodial Account are
insufficient, shall be advanced by the Master Servicer).

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

                  (e) The Special Servicer shall report to the Master Servicer,
the Underwriters, the Trustee and, if the UBS Warburg Building Companion Loan is
affected, the UBS Warburg Building Companion Loan Noteholder, monthly in writing
as to any actions taken by the Special Servicer with respect to any Mortgaged
Property that represents security for a defaulted Loan as to which the
environmental testing contemplated in Section 3.09(c) above has revealed that
any of the conditions set forth in clauses (i) and (ii) of the first sentence
thereof has not been satisfied, in each case until the earlier to occur of
satisfaction of all such conditions and release of the lien of the related
Mortgage on such Mortgaged Property.

                  (f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of seeking to obtain a
deficiency judgment if the state in which the Mortgaged Property is located and
the terms of the affected 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).

                                     -123-
<PAGE>

                  (g) The Master Servicer shall, with the reasonable cooperation
of the Special Servicer, prepare and file information returns with respect to
the receipt of mortgage interest received with respect to any Mortgaged Property
required by Section 6050H of the Code and the reports of foreclosures and
abandonments of any Mortgaged Property and the information returns relating to
cancellation of indebtedness income with respect to any Mortgaged Property
required by Sections 6050J and 6050P of the Code. Such reports shall be in form
and substance sufficient to meet the reporting requirements imposed by Sections
6050H, 6050J and 6050P of the Code.

                  (h) As soon as the Special Servicer makes a Final Recovery
Determination with respect to any Loan or REO Property, it shall promptly notify
the Trustee, the Master Servicer and, if the UBS Warburg Building Companion Loan
is affected, the UBS Warburg Building Companion Loan Noteholder. The Special
Servicer shall maintain accurate records, prepared by a Servicing Officer, of
each such Final Recovery Determination (if any) and the basis thereof. Each such
Final Recovery Determination (if any) shall be evidenced by an Officer's
Certificate delivered to the Trustee, the Master Servicer and, in the case of
the UBS Warburg Building Mortgaged Property, the UBS Warburg Building Companion
Loan Noteholder, no later than the seventh Business Day following such Final
Recovery Determination.

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

                  (a) Upon the payment in full of any 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 UBS Warburg Building Companion Loan, the UBS Warburg Building
Companion Loan Noteholder) by a certification (which certification shall be in
the form of a Request for Release in the form of Exhibit D-1 attached hereto and
shall be accompanied by the form of a release or discharge and shall include a
statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
appropriate Custodial Account pursuant to Section 3.04(a) or 3.04A(a), as
applicable, have been or will be so deposited) of a Servicing Officer (a copy of
which certification shall be delivered to the Special Servicer) and shall
request delivery to it of the related Mortgage File and, in the case of the UBS
Warburg Building Companion Loan, the original of the Mortgage Note for the UBS
Warburg Building Companion Loan. Upon receipt of such certification and request,
the Trustee shall release, or cause any related Custodian to release, the
related Mortgage File (and, in the case of the UBS Warburg Building Companion
Loan, the Trustee shall cause the UBS Warburg Building Companion Loan Noteholder
to release the Mortgage Note for the UBS Warburg Building Companion Loan) to the
Master Servicer or Special Servicer and shall deliver to the Master Servicer or
Special Servicer, as applicable, such release or discharge, duly executed. No
expenses incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Collection Account or any Custodial
Account.

                  (b) If from time to time, and as appropriate for servicing or
foreclosure of any 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 UBS Warburg Building Companion Loan), the Trustee,
upon request of the Master Servicer and receipt from the Master Servicer of a
Request for Release in the form of Exhibit D-1 attached hereto signed by a
Servicing Officer thereof, or upon request of the Special Servicer and receipt
from the Special Servicer of a Request for Release in the form of Exhibit D-2
attached hereto, shall release, or cause any related Custodian to release, such


                                     -124-
<PAGE>

Mortgage File (or such portion thereof) (and, in the case of the UBS Warburg
Building Companion Loan, the Trustee shall cause the UBS Warburg Building
Companion Loan Noteholder to release the original of the Mortgage Note for the
UBS Warburg Building Companion Loan) to the Master Servicer or the Special
Servicer, as the case may be. Upon return of such Mortgage File (or such portion
thereof) (or such original Mortgage Note for the UBS Warburg Building Companion
Loan) to the Trustee or related Custodian (or to the UBS Warburg Building
Companion Loan Noteholder), or the delivery to the Trustee (or to the UBS
Warburg Building Companion Loan Noteholder) of a certificate of a Servicing
Officer of the Special Servicer stating that such Loan was liquidated and that
all amounts received or to be received in connection with such liquidation that
are required to be deposited into the related Custodial Account pursuant to
Section 3.04(a) or 3.04A(a), as applicable, have been or will be so deposited,
or that the related Mortgaged Property has become an REO Property, the Request
for Release shall be released by the Trustee or related Custodian to the Master
Servicer or the Special Servicer, as applicable.

                  (c) Within 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 UBS Warburg Building Mortgaged Property, the UBS Warburg Building
Companion Loan Noteholder) of an exigency) of the Special Servicer's request
therefor, the Trustee shall execute and deliver to the Special Servicer (or the
Special Servicer may execute and deliver in the name of the Trustee (on behalf
of the Certificateholders and, in the case of the UBS Warburg Building Mortgaged
Property, also on behalf of the UBS Warburg Building Companion Loan Noteholder)
based on a limited power of attorney issued in favor of the Special Servicer
pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court
pleadings, requests for trustee's sale or other documents stated by the Special
Servicer to be reasonably necessary to the foreclosure or trustee's sale in
respect of a Mortgaged Property or REO Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity or to defend any legal action or counterclaim filed against the Trust
Fund, the Master Servicer, the Special Servicer or the UBS Warburg Building
Companion Loan Noteholder. Together with such documents or pleadings, the
Special Servicer shall deliver to the Trustee (and, in the case of the UBS
Warburg Building Mortgaged Property, the UBS Warburg Building Companion Loan
Noteholder) a certificate of a Servicing Officer requesting that such pleadings
or documents be executed by the Trustee and certifying as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Trustee (on behalf of the Certificateholders and, in the case of the UBS
Warburg Building Mortgaged Property, also on behalf of the UBS Warburg Building
Companion Loan Noteholder) will not invalidate or otherwise affect the lien of
the Mortgage, except for the termination of such a lien upon completion of the
foreclosure or trustee's sale. Notwithstanding anything contained herein to the
contrary, neither the Master Servicer nor the Special Servicer shall, without
the Trustee's written consent: (i) except as relates to a Loan that the Master
Servicer or the Special Servicer, as applicable, is servicing pursuant to its
respective duties herein (in which case such servicer shall give notice to the
Trustee of the initiation), initiate any action, suit or proceeding solely under
the Trustee's name without indicating the Master Servicer's or Special
Servicer's, as applicable, representative capacity, or (ii) take any action with
the intent to cause, and that actually causes, the Trustee to be registered to
do business in any state.

                                     -125-
<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 Loan and REO Loan. As to each Loan and REO Loan, the Master Servicing Fee
shall: (i) accrue from time to time at the related Master Servicing Fee Rate on
the same principal amount as interest accrues from time to time on such Loan or
is deemed to accrue from time to time on such REO Loan; and (ii) be calculated
on a 30/360 Basis (or, in the case of the UBS Warburg Building Companion Loan or
any related REO Loan, on an Actual/360 Basis) (or, in the event that a Principal
Prepayment in full or other Liquidation Event shall occur with respect to a Loan
or REO Loan on a date that is not a Due Date, on the basis of the actual number
of days to elapse from and including the most recently preceding related Due
Date to but excluding the date of such Principal Prepayment or Liquidation Event
in a month consisting of 30 days). The Master Servicing Fee with respect to any
Loan or REO Loan shall cease to accrue if a Liquidation Event occurs in respect
thereof. Earned but unpaid Master Servicing Fees shall be payable monthly, on a
loan-by-loan basis, from payments of interest on each Loan and REO Revenues
allocable as interest on each REO Loan. The Master Servicer shall be entitled to
recover unpaid Master Servicing Fees in respect of any Loan or REO Loan out of
that portion of related Insurance Proceeds or Liquidation Proceeds allocable as
recoveries of interest, to the extent permitted by Section 3.05(a) or Section
3.05A(a), as applicable. The right to receive the Master Servicing Fee may not
be transferred in whole or in part except in connection with the transfer of all
of the Master Servicer's responsibilities and obligations under this Agreement.

                  (b) Additional servicing compensation in the form of (i) Net
Default Charges, charges for beneficiary statements or demands, amounts
collected for checks returned for insufficient funds, and any similar fees
(excluding Prepayment Premiums and Yield Maintenance Charges), in each case to
the extent actually paid by a Mortgagor with respect to any Loan and accrued
during the time that such Loan was not a Specially Serviced Loan, (ii) 100% of
each modification fee or extension fee actually paid by a Mortgagor with respect
to a modification, consent, extension, waiver or amendment agreed to by the
Master Servicer pursuant to Section 3.20(c) and 100% of any fee actually paid by
a Mortgagor in connection with a defeasance of a Loan as contemplated under
Section 3.20(k), and (iii) with respect to any Loan that is not a Specially
Serviced Loan, that portion of any and all assumption fees, assumption
application fees and other applicable fees, in connection with the lender's
approving a transfer of a Mortgaged Property or an interest in a Mortgagor, in
each case 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 UBS
Warburg Building Loan Pair, on behalf of the Trust and the UBS Warburg Building
Companion Loan Noteholder) pursuant to Section 3.08(a) or (b) or paid by a
Mortgagor with respect to any transfer of an interest in a Mortgagor pursuant to
Section 3.08(a) or (b), that is in excess of the Special Servicer Assumption
Review Fee payable with respect to such Loan, shall be retained by the Master
Servicer or promptly paid to the Master Servicer by the Special Servicer and
such additional servicing compensation is not required to be deposited in any
Custodial Account. The Master Servicer shall also be entitled to additional
servicing compensation in the form of (i) Prepayment Interest Excesses (except
in the case of the UBS Warburg Building Companion Loan); (ii) interest or other
income earned on deposits in the Custodial Accounts in accordance with Section
3.06(b) (but only to the extent of the Net Investment Earnings, if any, with
respect to each such account for each Collection Period); and (iii) to the
extent not required to be paid to any Mortgagor under applicable law, any
interest or other income earned on deposits in the Servicing Accounts, the
Reserve Accounts and the Defeasance Deposit Account



                                     -126-
<PAGE>

maintained thereby (but only to the extent of the Net Investment Earnings, if
any, with respect to each such account for each Collection Period).

                  (c) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Standby Servicing Fee with respect to
each Mortgage Loan and REO Mortgage Loan (but not with respect to the UBS
Warburg Building Companion Loan). As to each Mortgage Loan and REO Mortgage
Loan, the Standby Servicing Fee shall: (i) accrue from time to time at the
Standby 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 a Mortgage Loan or REO Mortgage Loan on a date that is not a Due
Date, on the basis of the actual number of days to elapse from and including the
most recently preceding related Due Date to but excluding the date of such
Principal Prepayment or Liquidation Event in a month consisting of 30 days). The
Standby Servicing Fee with respect to any Mortgage Loan or REO Mortgage Loan
shall cease to accrue if a Liquidation Event occurs in respect thereof. Earned
but unpaid Standby Servicing Fees shall be payable monthly, on a loan-by-loan
basis, from payments of interest on each Mortgage Loan and REO Revenues
allocable as interest on each REO Mortgage Loan. The Special Servicer shall be
entitled to recover unpaid Standby Servicing Fees in respect of any Mortgage
Loan or REO Mortgage Loan out of that portion of related Insurance Proceeds or
Liquidation Proceeds allocable as recoveries of interest, to the extent
permitted by Section 3.05(a) or Section 3.05A(a), as applicable.

                  As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Loan and each REO Loan. With respect to each Specially
Serviced Loan and REO Loan, for any calendar month (or portion thereof), the
Special Servicing Fee shall: (i) accrue from time to time at the Special
Servicing Fee Rate on the same principal amount as interest accrues from time to
time on such Loan or is deemed to accrue from time to time on such REO Loan; and
(ii) be calculated on a 30/360 Basis (or, in the case of the UBS Warburg
Building Companion Loan or any related REO Loan, on an Actual/360 Basis) (or, in
the event that a Principal Prepayment in full or other Liquidation Event shall
occur with respect to a Specially Serviced Loan or REO Loan on a date that is
not a Due Date, on the basis of the actual number of days to elapse from and
including the most recently preceding related Due Date to but excluding the date
of such Principal Prepayment or Liquidation Event, in a month consisting of 30
days and, in the case of any other partial period 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 the aggregate amount of Special Servicing Fees, Workout
Fees and Liquidation Fees (or portion thereof) accrued with respect to the
Mortgage Pool during any calendar month shall be offset by the amount of Standby
Servicing Fees paid with respect to the entire Mortgage Pool during the
preceding 12-month period, as provided below in this Section 3.11(c). The
Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan
shall cease to accrue as of the date a Liquidation Event occurs in respect
thereof or it becomes a Corrected Loan. Earned but unpaid Special Servicing Fees
shall be payable monthly out of general collections on the Mortgage Loans and
any REO Properties (or, in the case of Special Servicing Fees in respect of the
UBS Warburg Building Loan Pair, solely out of collections relating to the Loan
Pair or any related REO Property) on deposit in the appropriate Custodial
Account pursuant to Section 3.05(a) or Section 3.05A(a), as applicable.

                                     -127-
<PAGE>

                  As further compensation for its services hereunder, the
Special Servicer shall be entitled to receive the Workout Fee with respect to
each Corrected Loan. As to each Corrected Loan, the Workout Fee shall be payable
from, and shall be calculated by application of the Workout Fee Rate to, all
collections of principal, interest (other than Default Interest and Additional
Interest), Prepayment Premiums and/or Yield Maintenance Charges received on such
Loan for so long as it remains a Corrected Loan; provided that no Workout Fee
shall be payable from, or based upon the receipt of, Liquidation Proceeds
collected in connection with the purchase of any such Specially Serviced Loan or
REO Property by a Purchase Option Holder pursuant to Section 3.18, by the
Depositor, Lehman Brothers, the Special Servicer, a Controlling Class
Certificateholder or the Master Servicer pursuant to Section 9.01, by the UBS
Warburg Building Companion Loan Noteholder or its designee pursuant to the UBS
Warburg Building Co-Lender and Servicing Agreement, by the Depositor pursuant to
Section 2.03(a) or the UBS Mortgage Loan Seller pursuant to the UBS/Depositor
Mortgage Loan Purchase Agreement, or by the holder of a related mezzanine loan
pursuant to a purchase right in connection with a Loan default as set forth in
the related intercreditor agreement, or in connection with the condemnation or
other governmental taking of a Mortgaged Property or REO Property; and provided,
further, that the aggregate amount of Special Servicing Fees, Workout Fees and
Liquidation Fees (or portion thereof) accrued with respect to the Mortgage Pool
during any calendar month shall be offset by the amount of Standby Servicing
Fees paid with respect to the entire Mortgage Pool during the preceding 12-month
period, as provided below in this Section 3.11(c). The Workout Fee with respect
to any Corrected Loan will cease to be payable if such Corrected Loan again
becomes a Specially Serviced Loan or if the related Mortgaged Property becomes
an REO Property; provided that a new Workout Fee will become payable if and when
the particular Loan again becomes a Corrected Loan. If the Special Servicer is
terminated other than for cause (and other than as a result of an Event of
Default under Sections 7.01(a)(x) or 7.01(a)(xi)) or resigns in accordance with
the first sentence of the first paragraph of Section 6.04, it shall retain the
right to receive any and all Workout Fees payable in respect of Loans that
became Corrected Loans during the period that it acted as Special Servicer and
were still such at the time of such termination or resignation (and the
successor Special Servicer shall not be entitled to any portion of such Workout
Fees), in each case until the Workout Fee for any such Loan ceases to be payable
in accordance with the preceding sentence.

                  As further compensation for its activities hereunder, the
Special Servicer shall also be entitled to receive the Liquidation Fee with
respect to each Specially Serviced Loan as to which it receives a full, partial
or discounted payoff and, subject to the provisos to the next sentence, each
Specially Serviced Loan and REO Property as to which it receives Liquidation
Proceeds. As to each Specially Serviced Loan or REO Property, the Liquidation
Fee shall be payable from, and shall be calculated by application of the
Liquidation Fee Rate to, such full, partial or discounted payoff and/or
Liquidation Proceeds (exclusive of any portion of such payoff or proceeds that
represents Default Interest and/or Additional Interest); provided that no
Liquidation Fee shall be payable (i) with respect to any such Specially Serviced
Loan that becomes a Corrected Loan or (ii) from, or based upon the receipt of,
Liquidation Proceeds collected in connection with the purchase of any such
Specially Serviced Loan or REO Property by a Purchase Option Holder pursuant to
Section 3.18, by the Depositor, Lehman Brothers, the Special Servicer, a
Controlling Class Certificateholder or the Master Servicer pursuant to Section
9.01, by the UBS Warburg Building Companion Loan Noteholder or its designee
pursuant to the UBS Warburg Building Co-Lender and Servicing Agreement, by the
Depositor pursuant to Section 2.03(a) or the UBS Mortgage Loan Seller pursuant
to the UBS/Depositor Mortgage Loan Purchase Agreement, by the holder of a
related mezzanine loan pursuant to a purchase right in connection with a Loan
default as set forth in the related intercreditor agreement or, or in connection
with the


                                     -128-
<PAGE>

condemnation or other governmental taking of a Mortgaged Property or REO
Property; and provided, further, that the aggregate amount of Special Servicing
Fees, Workout Fees and Liquidation Fees (or portion thereof) accrued with
respect to the Mortgage Pool during any calendar month shall be offset by the
amount of Standby Servicing Fees paid with respect to the entire Mortgage Pool
during the preceding 12-month period, as provided below in this Section 3.11(c).

                  The aggregate amount of the Special Servicing Fees, Workout
Fees and Liquidation Fees accrued with respect to all Mortgage Loans and REO
Mortgage Loans in the Mortgage Pool (but not with respect to the UBS Warburg
Building Companion Loan) during any calendar month (or portion thereof) shall be
offset (and reduced on a dollar-for-dollar basis) by the amount of Standby
Servicing Fees earned by the Special Servicer with respect to the entire
Mortgage Pool during the 12-month period preceding such calendar month that have
not previously been utilized to offset Special Servicing Fees, Workout Fees
and/or Liquidation Fees (it being understood and agreed that Standby Servicing
Fees shall be applied to such offset in reverse chronological order of their
having been earned (i.e., the oldest Standby Servicing Fees earned during such
12-month period shall be the first used to effect such offset)).

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

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

                  (d) Additional special servicing compensation in the form of
(i) Net Default Charges actually collected on the Loans that accrued with
respect to a Specially Serviced Loan or an REO Loan, (ii) with respect to any
Specially Serviced Loan, 100% of each assumption fee, each assumption
application fee and each other applicable fee, in connection with the lender's
approving a transfer of a Mortgaged Property or an interest in a Mortgagor, in
each case actually paid by a Mortgagor in accordance with the related Loan
documents, with respect to any assumption or substitution agreement entered into
by the Special Servicer on behalf of the Trust (or, in the case of the UBS
Warburg Building Loan Pair, on behalf of the Trust and the UBS Warburg Building
Companion Loan Noteholder) pursuant to Section 3.08(b) or paid by a Mortgagor
with respect to any transfer of an interest in a Mortgagor pursuant to Section
3.08(b), (iii) with respect to any Loan that is not a Specially Serviced Loan,
the Special Servicer Assumption Review Fee payable to the Special Servicer
pursuant to Section 3.08(a) and/or (b) in connection with the Special Servicer's
review of a proposed transfer of a Mortgaged Property or an interest in a
Mortgagor, and (iv) modification fees and extension fees actually collected on
the Loans, shall be retained by the Special Servicer or promptly paid to the
Special Servicer by the Master Servicer, as the case may be, and shall not be
required to be deposited in any Custodial Account pursuant to Section 3.04(a) or
Section 3.04A(a). The Special Servicer shall also be entitled to additional
special servicing compensation in the form of interest or other income earned on
deposits in any of the REO Accounts, if established, in accordance with Section
3.06(b) (but only to the extent of the Net Investment Earnings, if any, with
respect to such account for each Collection Period).

                  (e) The Master Servicer and the Special Servicer shall each be
required to pay out of its own funds all expenses incurred by it in connection
with its servicing activities hereunder (including


                                     -129-
<PAGE>

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

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

                  (g) The Master Servicer, the Special Servicer, the Trustee and
the Fiscal Agent shall each be entitled to receive interest at the Reimbursement
Rate in effect from time to time, compounded annually, accrued on the amount of
each Servicing Advance made thereby (with its own funds) for so long as such
Servicing Advance is outstanding, such interest to be payable: (i) out of any
Default Charges collected on or in respect of the Mortgage Pool during the same
Collection Period in which such Servicing Advance is reimbursed; and (ii) to the
extent that such Default Charges are insufficient, but not before the related
Advance has been reimbursed pursuant to this Agreement, out of general
collections on the Mortgage Loans and REO Properties on deposit in the Pool
Custodial Account (or, if such Servicing Advance was made with respect to the
UBS Warburg Building Loan Pair, out of other amounts on deposit in the UBS
Warburg Building Custodial Account). The Master Servicer shall reimburse itself,
the Special Servicer, the Trustee or the Fiscal Agent, as appropriate and in
accordance with Section 3.03, Section 3.05(a) or Section 3.05A(a), as
applicable, for any Servicing Advance as soon as practicable after funds
available for such purpose are deposited in the related Custodial Account.

                  (h) Notwithstanding anything herein to the contrary, none of
the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent shall
be required to make out of its own funds any Servicing Advance that would, if
made, constitute a Nonrecoverable Servicing Advance. The determination by either
the Master Servicer or the Special Servicer that it has made a Nonrecoverable
Servicing Advance or that any proposed Servicing Advance, if made, would
constitute a Nonrecoverable Servicing Advance, shall be made in accordance with
the Servicing Standard and shall be evidenced by an Officer's Certificate
delivered promptly to the Trustee and the Depositor (and, if affected thereby,
the UBS Warburg Building Companion Loan Noteholder), setting forth the basis for
such determination, together with a copy of any appraisal of the related
Mortgaged Property or REO Property, as the case may be (which appraisal shall be
an expense of the Trust, shall take into account the factors specified in
Section 3.18 and shall have been conducted by an Independent Appraiser in
accordance with the standards of the Appraisal Institute within the twelve
months preceding such determination of nonrecoverability), and further
accompanied by related Mortgagor operating statements and financial statements,
budgets and rent rolls of the related Mortgaged Property (to the extent
available and/or in the Master Servicer's or the Special Servicer's possession)
and any engineers' reports, environmental


                                     -130-
<PAGE>

surveys or similar reports that the Master Servicer or the Special Servicer may
have obtained and that support such determination. If the Master Servicer
intends to obtain an appraisal in connection with the foregoing, the Master
Servicer shall so notify the Special Servicer and consult with the Special
Servicer regarding such appraisal. The Trustee and the Fiscal Agent shall be
entitled to rely, conclusively, on any determination by the Master Servicer or
the Special Servicer that a Servicing Advance, if made, would be a
Nonrecoverable Advance; provided, however, that if the Master Servicer or the
Special Servicer has failed to make a Servicing Advance for reasons other than a
determination by the Master Servicer or the Special Servicer, as applicable,
that such Servicing Advance would be a Nonrecoverable Advance, the Trustee or
the Fiscal Agent, as applicable, shall make such Servicing Advance within the
time periods required by Section 3.11(f) unless the Trustee or the Fiscal Agent,
in good faith, makes a determination that such Servicing Advance would be a
Nonrecoverable Advance.

                  (i) Notwithstanding anything set forth herein to the contrary,
the Master Servicer shall (at the direction of the Special Servicer if a
Specially Serviced Loan or an REO Property is involved) pay directly out of the
Pool Custodial Account or the UBS Warburg Building Custodial Account, as
applicable, any servicing expense that, if advanced by the Master Servicer or
the Special Servicer, would constitute a Nonrecoverable Servicing Advance;
provided that the Master Servicer (or the Special Servicer, if a Specially
Serviced Loan or an REO Property is involved) has determined in accordance with
the Servicing Standard that making such payment, in the case of withdrawals from
the Pool Custodial Account, is in the best interests of the Certificateholders
(as a collective whole) or, in the case of the UBS Warburg Building Custodial
Account, is in the best interests of the Certificateholders and the UBS Warburg
Building Companion Loan Noteholder (as a collective whole), as evidenced in each
case by an Officer's Certificate delivered promptly to the Trustee, the
Depositor, the Controlling Class Representative and, if affected thereby, the
UBS Warburg Building Companion Loan Noteholder, setting forth the basis for such
determination and accompanied by any information that such Person may have
obtained that supports such determination. A copy of any such Officer's
Certificate (and accompanying information) of the Master Servicer shall also be
promptly delivered to the Special Servicer, and a copy of any such Officer's
Certificate (and accompanying information) of the Special Servicer shall also be
promptly delivered to the Master Servicer. The Master Servicer may conclusively
rely on any information in this regard provided by the Special Servicer (if
other than the Master Servicer or an Affiliate thereof).

                  SECTION 3.12. Property Inspections; Collection of Financial
Statements; Delivery of Certain Reports.

                  (a) The Special Servicer shall perform or cause to be
performed a physical inspection of a Mortgaged Property as soon as practicable
after the related Loan becomes a Specially Serviced Loan and annually thereafter
for so long as the related Loan remains a Specially Serviced Loan, the cost of
which shall be paid by the Special Servicer and shall be reimbursable as a
Servicing Advance. In addition, the Special Servicer shall perform or cause to
be performed a physical inspection of each of the REO Properties at least once
per calendar year, the cost of which shall be paid by the Special Servicer and
shall be reimbursable as a Servicing Advance. Beginning in 2002, the Master
Servicer shall at its expense perform or cause to be performed a physical
inspection of each Mortgaged Property securing a non-Specially Serviced Loan:
(i) at least once every two calendar years in the case of Mortgaged Properties
securing Loans that have outstanding principal balances of (or Mortgaged
Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at
least once every calendar year in the case of all other such Mortgaged
Properties. The Master Servicer and the Special Servicer shall each promptly


                                     -131-
<PAGE>

prepare or cause to be prepared and deliver to the Trustee and each other a
written report of each such inspection performed by it that sets forth in detail
the condition of the Mortgaged Property and that specifies the existence of: (i)
any sale, transfer or abandonment of the Mortgaged Property of which the Master
Servicer or the Special Servicer, as applicable, is aware, (ii) any change in
the condition or value of the Mortgaged Property that the Master Servicer or the
Special Servicer, as applicable, in its reasonable, good faith judgment,
considers material, or (iii) any waste committed on the Mortgaged Property. The
Master Servicer and Special Servicer shall each forward copies of any such
inspection reports prepared by it to the Underwriters and the Controlling Class
Representative upon request, subject to payment of a reasonable fee.

                  The Special Servicer, in the case of each Specially Serviced
Loan and REO Loan, and the Master Servicer, in the case of all other Loans,
shall each, consistent with the Servicing Standard, use reasonable efforts to
obtain quarterly, annual and other periodic operating statements and rent rolls
with respect to each of the related Mortgaged Properties and REO Properties. The
Special Servicer shall, promptly following receipt, deliver copies of the
operating statements and rent rolls received or obtained by it to the Master
Servicer, and the Master Servicer shall promptly deliver copies of the operating
statements and rent rolls received or obtained by it to the Trustee, the Special
Servicer or any Controlling Class Certificateholder, in each case upon request.
In addition to the foregoing and solely with respect to the UBS Warburg Building
Loan Pair, the Special Servicer and the Master Servicer, as applicable, shall
each, consistent with the Servicing Standard, use reasonable efforts to obtain
occupancy reports, sales reports for retail tenants, 24-month rolling lease
expiration schedules, reserve balances and capital expenditure statements, as
well as information as to bankrupt tenants and tenants whose leases have expired
and have not been renewed. The Special Servicer shall, promptly following
receipt, deliver copies of the materials received or obtained by it pursuant to
the foregoing sentence to the Master Servicer, and the Master Servicer shall
promptly deliver copies of all such materials received or obtained by it
pursuant to the foregoing sentence and this sentence to the Trustee, the Special
Servicer, any Controlling Class Certificateholders and, in the case of the UBS
Warburg Building Loan Pair, to the UBS Warburg Building Companion Loan
Noteholder, in each case upon request.

                  Within 30 days after receipt by the Master Servicer of any
annual operating statements with respect to any Mortgaged Property or REO
Property, the Master Servicer shall prepare or update and forward to the
Trustee, upon request, a CMSA NOI Adjustment Worksheet for such Mortgaged
Property or REO Property (with the annual operating statements attached thereto
as an exhibit).

                  The Master Servicer shall prepare and maintain one CMSA
Operating Statement Analysis Report for each Mortgaged Property and REO
Property. The CMSA Operating Statement Analysis Report for each Mortgaged
Property and REO Property is to be updated by the Master Servicer, within 30
days after its receipt of updated operating statements for a Mortgaged Property
or REO Property, as the case may be. The Master Servicer shall use the
"Normalized" column from the CMSA NOI Adjustment Worksheet for any Mortgaged
Property or REO Property, as the case may be, to update and normalize the
corresponding annual year-end information in the CMSA Operating Statement
Analysis Report and shall use any annual operating statements and related data
fields received with respect to any Mortgaged Property or REO Property, as the
case may be, to prepare the CMSA NOI Adjustment Worksheet for such property.
Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment
Worksheets are to be made available by the Master Servicer to the Trustee, the
Special Servicer or any Controlling Class Certificateholder, in each case upon
request.

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<PAGE>

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

                  (c) Not later than 12:00 noon (New York City time) on the
second Business Day prior to each Distribution Date, the Master Servicer shall
deliver or cause to be delivered to the Trustee, the Rating Agencies, the
Special Servicer and, upon request, any Controlling Class Certificateholder: (i)
the most recent CMSA Historical Loan Modification Report, CMSA Historical
Liquidation Report and CMSA REO Status Report received from the Special Servicer
pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA
Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status
Report, CMSA Comparative Financial Status Report and Loan Payoff Notification
Report (in each case combining the reports prepared by the Special Servicer and
the Master Servicer); and (iii) a CMSA Servicer Watch List with information that
is current as of the related Determination Date. The Master Servicer shall
include on one of such reports updated information as of the applicable
Determination Date regarding the amount of accrued and unpaid interest on
Advances in accordance with Section 3.11(g), 4.03(d) and/or 4.03A(d), such
information to be presented on a loan-by-loan basis.

                  (d) The Special Servicer shall deliver to the Master Servicer
the reports set forth in Section 3.12(b) in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer, and the Master
Servicer shall deliver to the Trustee, the Special Servicer and, upon request,
any Controlling Class Certificateholder the reports set forth in Section 3.12(c)
in an electronic format reasonably acceptable to the Master Servicer and the
Trustee. The Master Servicer may, absent manifest error, conclusively rely on
the reports to be provided by the Special Servicer pursuant to Section 3.12(b).
The Trustee may, absent manifest error, conclusively rely on the reports to be
provided by the Master Servicer pursuant to Section 3.12(c) to the extent that
the underlying information is solely within the control of the Master Servicer
or the Special Servicer. In the case of information or reports to be furnished
by the Master Servicer to the Trustee pursuant to Section 3.12(c), to the extent
that such information is based on reports to be provided by the Special Servicer
pursuant to Section 3.12(b) and/or that such reports are to be prepared and
delivered by the Special Servicer pursuant to Section 3.12(b), so long as the
Master Servicer and the Special Servicer are not the same Person or Affiliates,
the Master Servicer shall have no obligation to provide such information or
reports until it has received such information or reports from the Special
Servicer, and the Master Servicer shall not be in default hereunder due to a
delay in providing the reports required by Section 3.12(c) caused by the Special
Servicer's failure to timely provide any report required under Section 3.12(b)
of this Agreement.

                                     -133-
<PAGE>

                  (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 UBS Warburg
Building Companion Loan Noteholder.

                  (a) The Master Servicer and the Special Servicer shall each
promptly prepare or cause to be prepared and deliver to the UBS Warburg Building
Companion Loan Noteholder a written report, prepared in the manner set forth in
Section 3.12, of each inspection performed by it with respect to the UBS Warburg
Building Mortgaged Property.

                  The Master Servicer shall promptly deliver to the UBS Warburg
Building Companion Loan Noteholder: (i) copies of operating statements and rent
rolls; (ii) upon request, annual CMSA NOI Adjustment Worksheets (with annual
operating statements as exhibits); and (iii) annual CMSA Operating Statement
Analysis Reports, in each case prepared, received or obtained by it pursuant to
Section 3.12 with respect to the UBS Warburg Building Mortgaged Property.

                  (b) If the UBS Warburg Building Mortgage Loan and the UBS
Warburg Building Companion Loan constitute Specially Serviced Loans, or if the
UBS Warburg Building 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 the UBS Warburg Building Loan Pair and/or the UBS Warburg
Building Mortgaged Property, providing the required information as of the end of
the preceding calendar month: (i) a CMSA Property File (or similar report
satisfactory to the Master Servicer); and (ii) a CMSA Comparative Financial
Status Report (or similar report satisfactory to the Master Servicer). If the
UBS Warburg Building Mortgage Loan and the UBS Warburg Building Companion Loan
constitute Specially Serviced Loans, or if the UBS Warburg Building Mortgaged
Property has become an REO Property, then each calendar month, not later than
2:00 p.m. (New York City time) on the later of the related Determination Date in
such month and the second Business Day prior to the UBS Warburg Building
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 the UBS Warburg Building Loan Pair: (i) a CMSA
Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report, (iii) a
CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification
Report; and (v) a CMSA REO Status Report.

                  (c) Not later than 12:00 noon (New York City time) on the
Business Day prior to each UBS Warburg Building Remittance Date, the Master
Servicer shall prepare all Loan Pair Servicing Reports as may be relevant and
that are not otherwise required to be prepared by the Special Servicer pursuant
to Section 3.12A(b). The Master Servicer shall include on one of such reports
updated information as of the applicable Determination Date regarding the amount
of accrued and unpaid interest on Advances in accordance with Section 3.11(g),
4.03(d) and/or 4.03A(d), such information to be presented on a loan-by-loan
basis.

                  (d) The Special Servicer shall deliver to the Master Servicer
the reports set forth in Section 3.12A(b) in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer. The Master Servicer
may, absent manifest error, conclusively rely on the reports to be


                                     -134-
<PAGE>

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

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

                  SECTION 3.12B. Statements to the UBS Warburg Building
Companion Loan Noteholder.

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

                  (b) The Master Servicer shall only be obligated to deliver the
statements, reports and information contemplated by Section 3.12B(a) to the
extent it receives the necessary underlying information from the Special
Servicer and shall not be liable for its failure to deliver such statements,
reports and information on the prescribed due dates, to the extent caused by the
failure of the Special Servicer to deliver timely such underlying information.
Nothing herein shall obligate the Master Servicer or the Special Servicer to
violate any applicable law prohibiting disclosure of information with respect to
the related Mortgagor, and the failure of the Master Servicer or the Special
Servicer to disseminate information for such reason shall not be a breach
hereunder.

                  Absent manifest error of which it has actual knowledge,
neither the Master Servicer nor the Special Servicer shall be responsible for
the accuracy or completeness of any information supplied to it by a Mortgagor, a
Mortgage Loan Seller or third party that is included in any reports, statements,
materials or information prepared or provided by the Master Servicer or the
Special Servicer, as applicable, pursuant to this Agreement. Neither the Master
Servicer nor the Special Servicer shall have any obligation to verify the
accuracy or completeness of any information provided by a Mortgagor, a Mortgage
Loan Seller, a third party or each other.

                  SECTION 3.13. Annual Statement as to Compliance.

                  Each of the Master Servicer and the Special Servicer shall
deliver to the Trustee, the Rating Agencies, the Depositor, the Underwriters,
the UBS Warburg Building Companion Loan Noteholder and each other, on or before
April 30 of each year, beginning in 2003 (or, as to any such year, such earlier
date as is contemplated by the last sentence of this Section 3.13), an Officer's
Certificate (the "Annual Performance Certification") stating, as to the signer
thereof, that (i) a review of the activities of the Master Servicer or the
Special Servicer, as the case may be, during the preceding


                                     -135-
<PAGE>

calendar year (or, in the case of the first such certification, during the
period from the Closing Date to December 31, 2002, inclusive) and, in
particular, of its performance under this Agreement, has been made under such
officer's supervision, (ii) to the best of such officer's knowledge, based on
such review, the Master Servicer or the Special Servicer, as the case may be,
has fulfilled all of its material obligations under this Agreement in all
material respects throughout such preceding calendar year or portion thereof
(or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof), and (iii) the Master Servicer or the Special Servicer, as- the case
may be, has received no notice regarding the qualification, or challenging the
status, of any REMIC Pool as a REMIC or the Grantor Trust as a grantor trust,
from the IRS or any other governmental agency or body (or, if it has received
any such notice, specifying the details thereof). Notwithstanding the timing
provided for in the first sentence of this paragraph, if (as confirmed in
writing by the Depositor) the Depositor is required to file a Form 10-K with the
Commission in respect of the Trust covering any particular calendar year, then
the Annual Performance Certification to be delivered by each of the Master
Servicer and the Special Servicer during the following year, shall be delivered
on or before March 15 of such following year; and the Master Servicer and the
Special Servicer are hereby notified that the Depositor is required to file a
Form 10-K with the Commission in respect of the Trust covering calendar year
2001.

                  SECTION 3.14. Reports by Independent Public Accountants.

                  On or before April 30 of each year, beginning in 2003 (or, as
to any such year, such earlier date as is contemplated by the last sentence of
this paragraph), each of the Master Servicer and the Special Servicer (provided
that as to the Special Servicer, there has been one or more Specially Serviced
Loans and/or REO Properties during the preceding calendar year) 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 UBS Warburg Building Companion Loan Noteholder
and each other, to the effect that (i) such firm has obtained a letter of
representation regarding certain matters from the management of the Master
Servicer or the Special Servicer, as applicable, which includes an assertion
that the Master Servicer or the Special Servicer, as applicable, has complied
with certain minimum mortgage loan servicing standards (to the extent applicable
to commercial and multifamily mortgage loans), identified in the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America, with respect to the servicing of commercial and
multifamily mortgage loans during the most recently completed calendar year and
(ii) on the basis of an examination conducted by such firm in accordance with
standards established by the American Institute of Certified Public Accountants,
such representation is fairly stated in all material respects, subject to such
exceptions and other qualifications that may be appropriate. In rendering its
report such firm may rely, as to matters relating to the direct servicing of
commercial and multifamily mortgage loans by sub-servicers, upon comparable
reports of firms of independent certified public accountants rendered (within
one year of such report) on the basis of examinations conducted in 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


                                     -136-
<PAGE>

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 2001.

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

                  SECTION 3.15. Access to Certain Information.

                  Each of the Master Servicer and the Special Servicer shall
afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any
Certificateholder, the UBS Warburg Building Companion Loan Noteholder and any
Certificate Owner (identified as such to the reasonable satisfaction of the
Master Servicer or the Special Servicer, as the case may be), and to the OTS,
the FDIC and any other banking or insurance regulatory authority that may
exercise authority over any Certificateholder, Certificate Owner (identified as
such to the reasonable satisfaction of the Master Servicer or the Special
Servicer, as the case may be) or the UBS Warburg Building Companion Loan
Noteholder, access to any records regarding the Loans and the servicing thereof
within its control (which access shall be limited, in the case of the UBS
Warburg Building Companion Loan Noteholder or any regulatory authority seeking
such access in respect of the UBS Warburg Building Companion Loan Noteholder, to
records relating to the UBS Warburg Building Companion Loan), except to the
extent it is prohibited from doing so by applicable law or contract or to the
extent such information is subject to a privilege under applicable law to be
asserted on behalf of the Certificateholders or the UBS Warburg Building
Companion Loan Noteholder. Such access shall be afforded only upon reasonable
prior written request and during normal business hours at the offices of the
Master Servicer or the Special Servicer, as the case may be, designated by it.

                  In connection with providing or granting any information or
access pursuant to the prior paragraph to a Certificateholder, a Certificate
Owner, the UBS Warburg Building Companion Loan Noteholder or any regulatory
authority that may exercise authority over a Certificateholder, a Certificate
Owner or the UBS Warburg Building Companion Loan Noteholder, the Master Servicer
and the Special Servicer may each require payment from such Certificateholder, a
Certificate Owner or the UBS Warburg Building Companion Loan Noteholder of a sum
sufficient to cover the reasonable costs and expenses of providing such
information or access, including copy charges and reasonable fees for employee
time and for space; provided that no charge may be made if such information or
access was required to be given or made available under applicable law. In
connection with providing Certificateholders and Certificate Owners access to
the information described in the preceding paragraph, the Master Servicer and
the Special Servicer shall require 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.

                                     -137-
<PAGE>

                  SECTION 3.16. Title to REO Property; REO Accounts.

                  (a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee or its nominee on behalf of
the Certificateholders and, in the case where such REO Property was previously
the UBS Warburg Building Mortgaged Property, on behalf of the UBS Warburg
Building Companion Loan Noteholder. The Special Servicer, on behalf of the Trust
Fund and, if affected, the UBS Warburg Building Companion Loan Noteholder, shall
sell any REO Property by the end of the third calendar year (or, in the case of
"qualified healthcare properties" within the meaning of Section 856(e)(6) of the
Code, the second calendar year) following the calendar year in which REMIC I
acquires ownership of such REO Property for purposes of Section 860G(a)(8) of
the Code, unless the Special Servicer either (i) applies, more than 60 days
prior to the end of such third succeeding year, for and is granted an extension
of time (an "REO Extension") by the IRS to sell such REO Property or (ii)
obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, the
Special Servicer and the Master Servicer, to the effect that the holding by
REMIC I of such REO Property subsequent to the end of such third succeeding year
(or, in the case of "qualified healthcare properties" within the meaning of
Section 856(e)(6) of the Code, such second succeeding year) will not result in
the imposition of taxes on "prohibited transactions" (as defined in Section 860F
of the Code) of any REMIC Pool or cause any REMIC Pool to fail to qualify as a
REMIC at any time that any Certificates are outstanding. If the Special Servicer
is granted the REO Extension contemplated by clause (i) of the immediately
preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii)
of the immediately preceding sentence, the Special Servicer shall sell the
subject REO Property within such extended period as is permitted by such REO
Extension or such Opinion of Counsel, as the case may be. Any expense incurred
by the Special Servicer in connection with its obtaining the REO Extension
contemplated by clause (i) of the second preceding sentence or its obtaining the
Opinion of Counsel contemplated by clause (ii) of the second preceding sentence,
shall be covered by, and reimbursable as, a Servicing Advance.

                  (b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur in
respect of any Mortgaged Property other than the UBS Warburg Building Mortgaged
Property, the Special Servicer shall establish and maintain one or more accounts
(collectively, the "Pool REO Account"), held on behalf of the Trustee in trust
for the benefit of the Certificateholders, for the retention of revenues and
other proceeds derived from each REO Property. If such REO Acquisition occurs
with respect to the UBS Warburg Building Mortgaged Property, the Special
Servicer shall establish an REO Account solely with respect to such property
(the "UBS Warburg Building REO Account"), to be held for the benefit of the
Certificateholders and the UBS Warburg Building Companion Loan Noteholder. The
Pool REO Account and the UBS Warburg Building REO Account shall each be an
Eligible Account. The Special Servicer shall deposit, or cause to be deposited,
in the related REO Account, upon receipt, all REO Revenues, Insurance Proceeds
and Liquidation Proceeds received in respect of any REO Property. Funds in an
REO Account (other than any such funds representing Additional Interest) may be
invested in Permitted Investments in accordance with Section 3.06. The Special
Servicer shall be entitled to make withdrawals from an REO Account to pay
itself, as additional special servicing compensation in accordance with Section
3.11(d), interest and investment income earned in respect of amounts held in
such REO Account as provided in Section 3.06(b) (but only to the extent of the
Net Investment Earnings with respect to such REO Account for any Collection
Period). The Special Servicer shall give notice to the Trustee and the Master
Servicer of the location of each REO Account, and shall give notice to the UBS
Warburg Building

                                     -138-
<PAGE>


Companion Loan Noteholder of the location of the UBS Warburg Building REO
Account, in each case when first established and of the new location of any such
REO Account prior to any change thereof.

                  (c) The Special Servicer shall withdraw from the related REO
Account funds necessary for the proper operation, management, leasing,
maintenance and disposition of any REO Property, but only to the extent of
amounts on deposit in the REO Account relating to such REO Property. On the
Business Day following each Determination Date, the Special Servicer shall
withdraw from each REO Account and deposit into the corresponding Custodial
Account (or deliver to the Master Servicer or such other Person as may be
designated by the Master Servicer for deposit into the corresponding Custodial
Account) the aggregate of all amounts received in respect of each REO Property
during the Collection Period ending on such Determination Date, net of any
withdrawals made out of such amounts pursuant to the preceding sentence;
provided that the Special Servicer may retain in an REO Account such portion of
proceeds and collections in respect of any related REO Property as may be
necessary to maintain a reserve of sufficient funds for the proper operation,
management, leasing, maintenance and disposition of such REO Property (including
the creation of a reasonable reserve for repairs, replacements, necessary
capital replacements and other related expenses), such reserve not to exceed an
amount sufficient to cover such items to be incurred during the following
twelve-month period. For purposes of the foregoing, the Pool REO Account and the
UBS Warburg Building REO Account correspond to the Pool Custodial Account and
the UBS Warburg Building Custodial Account, respectively.

                  (d) The Special Servicer shall keep and maintain separate
records, on a property-by-property basis, for the purpose of accounting for all
deposits to, and withdrawals from, each REO Account pursuant to Section 3.16(b)
or (c). The Special Servicer shall provide the Master Servicer any information
with respect to each REO Account as is reasonably requested by the Master
Servicer.

                  SECTION 3.17. Management of REO Property. (a) Prior to the
acquisition of title to a Mortgaged Property, other than the UBS Warburg
Building Mortgaged Property, the Special Servicer shall review the operation of
such Mortgaged Property and determine the nature of the income that would be
derived from such property if it were acquired by the Trust Fund. If the Special
Servicer determines from such review that:

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

          (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

                                     -139-
<PAGE>

          (iii) It is reasonable to believe that Directly Operating such
     property as REO Property could result in income subject to an REO Tax and
     that no commercially reasonable means exists to operate such property as
     REO Property without the Trust Fund incurring or possibly incurring an REO
     Tax on income from such property, the Special Servicer shall deliver to the
     Tax Administrator, in writing, a proposed plan (the "Proposed Plan") to
     manage such property as REO Property. Such plan shall include potential
     sources of income, and, to the extent reasonably possible, estimates of the
     amount of income from each such source. Upon request of the Special
     Servicer, the Tax Administrator shall advise the Special Servicer of the
     Tax Administrator's federal income tax reporting position with respect to
     the various sources of income that the Trust Fund would derive under the
     Proposed Plan. After receiving the information described in the preceding
     sentence from the Tax Administrator, the Special Servicer shall implement
     the Proposed Plan (after acquiring the respective Mortgaged Property as REO
     Property), with any amendments required to be made thereto as a result of
     the Tax Administrator's tax reporting position.

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

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

          (i) all insurance premiums due and payable in respect of such REO
     Property;

          (ii) all real estate taxes and assessments in respect of such REO
     Property that may result in the imposition of a lien thereon;

                                     -140-
<PAGE>

          (iii) any ground rents in respect of such REO Property; and

          (iv) all costs and expenses necessary to maintain, lease, sell,
     protect, manage, operate and restore such REO Property.

                  To the extent that amounts on deposit in the Pool REO Account
in respect of any REO Property are insufficient for the purposes set forth in
the preceding sentence with respect to such REO Property, the Special Servicer
shall make Servicing Advances in such amounts as are necessary for such purposes
unless the Special Servicer determines, in accordance with the Servicing
Standard, that such payment would be a Nonrecoverable Advance; provided,
however, that the Special Servicer may make any such Servicing Advance without
regard to recoverability if it is a necessary fee or expense incurred in
connection with the defense or prosecution of legal proceedings. The Special
Servicer shall notify the Master Servicer if it shall have made any such
Servicing Advance within the previous 30-day period.

                  (c) Without limiting the generality of the foregoing, the
Special Servicer shall not:

          (i) enter into, renew or extend any New Lease with respect to any REO
     Property, if the New Lease, by its terms would give rise to any income that
     does not constitute Rents from Real Property;

          (ii) permit any amount to be received or accrued under any New Lease
     other than amounts that will constitute Rents from Real Property;

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

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

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

                  (d) The Special Servicer may contract with any Independent
Contractor for the operation and management of any REO Property (other than the
REO Property that was formerly the UBS Warburg Building Mortgaged Property,
which is covered by Section 3.17A), provided that:

          (i) the terms and conditions of any such contract shall not be
     inconsistent herewith and shall reflect an agreement reached at arm's
     length;

                                     -141-
<PAGE>

          (ii) the fees of such Independent Contractor (which shall be expenses
     of the Trust Fund) shall be reasonable and customary in consideration of
     the nature and locality of such REO Property;

          (iii) except as permitted under Section 3.17(a), any such contract
     shall require, or shall be administered to require, that the Independent
     Contractor, in a timely manner, (A) pay all costs and expenses incurred in
     connection with the operation and management of such REO Property,
     including those listed in Section 3.17(b) above, and (B) except to the
     extent that such revenues are derived from any services rendered by the
     Independent Contractor to tenants of such REO Property that are not
     customarily furnished or rendered in connection with the rental of real
     property (within the meaning of Section 1.856-4(b)(5) of the Treasury
     regulations or any successor provision), remit all related revenues
     collected (net of its fees and such costs and expenses) to the Special
     Servicer upon receipt;

          (iv) none of the provisions of this Section 3.17(d) relating to any
     such contract or to actions taken through any such Independent Contractor
     shall be deemed to relieve the Special Servicer of any of its duties and
     obligations hereunder with respect to the operation and management of such
     REO Property; and

          (v) the Special Servicer shall be obligated with respect thereto to
     the same extent as if it alone were performing all duties and obligations
     in connection with the operation and management of such REO Property.

                  The Special Servicer shall be entitled to enter into any
agreement with any Independent Contractor performing services for it related to
its duties and obligations under Section 3.16 and this Section 3.17 for
indemnification of the Special Servicer by any such Independent Contractor, and
nothing in this Agreement shall be deemed to limit or modify such
indemnification. No agreement entered into pursuant to this Section 3.17(d)
shall be deemed a Sub-Servicing Agreement for purposes of Section 3.22.

                  SECTION 3.17A. Management and Disposition of the UBS Warburg
Building Mortgaged Property After Becoming REO Property.

                  (a) Prior to the acquisition of title to the UBS Warburg
Building Mortgaged Property the Special Servicer shall review the operation of
such Mortgaged Property and determine the nature of the income that would be
derived from such property if it were acquired by the Trust Fund. If the Special
Servicer determines from such review that:

                           (i) None of the income from Directly Operating such
         Mortgaged Property would be subject to an REO Tax, then such Mortgaged
         Property may be Directly Operated by the Special Servicer as REO
         Property;

                           (ii) Directly Operating such Mortgaged Property as
         REO Property could result in income from such property that would be
         subject to an REO Tax, but that a lease of such property to another
         party to operate such property, or the performance of some services by
         an Independent Contractor with respect to such property, or another
         method of operating such property would not result in income subject to
         an REO Tax, then the Special Servicer may (provided, that in the good
         faith and reasonable judgment of the Special Servicer, it is

                                     -142-
<PAGE>

         commercially reasonable) acquire such Mortgaged Property as REO
         Property and so lease or operate such REO Property; or

                           (iii) It is reasonable to believe that Directly
         Operating such property as REO Property could result in income subject
         to an REO Tax and that no commercially reasonable means exists to
         operate such property as REO Property without the Trust Fund incurring
         or possibly incurring an REO Tax on income from such property, the
         Special Servicer shall deliver to the Tax Administrator, in writing, a
         Proposed Plan to manage such property as REO Property. Such plan shall
         include potential sources of income, and, to the extent reasonably
         possible, estimates of the amount of income from each such source. Upon
         request of the Special Servicer, the Tax Administrator shall advise the
         Special Servicer of the Tax Administrator's federal income tax
         reporting position with respect to the various sources of income that
         the Trust Fund would derive under the Proposed Plan. After receiving
         the information described in the preceding sentence from the Tax
         Administrator, the Special Servicer shall implement the Proposed Plan
         (after acquiring the respective Mortgaged Property as REO Property),
         with any amendments required to be made thereto as a result of the Tax
         Administrator's tax reporting position.

                  The Special Servicer's decision as to how any REO Property
that was formerly the UBS Warburg Building Mortgaged Property shall be managed
and operated shall be based on the Servicing Standard and, further, based on the
good faith and reasonable judgment of the Special Servicer as to which means
would be in the best interest of the Certificateholders and the UBS Warburg
Building Companion Loan Noteholder (as a collective whole) by maximizing (to the
extent commercially reasonable and consistent with Section 3.17A(b)) the net
after-tax REO Revenues received by the Trust Fund with respect to such property
without materially impairing the Special Servicer's ability to promptly sell the
REO Property for a fair price. In connection with performing their respective
duties under this Section 3.17A(a), both the Special Servicer and the Tax
Administrator may consult with counsel and tax accountants, the reasonable cost
of which consultation shall be covered by, and be reimbursable as, a Servicing
Advance to be made by the Special Servicer.

                  (b) If title to the UBS Warburg Building Mortgaged Property is
acquired, the Special Servicer shall manage, conserve, protect and operate such
REO Property for the benefit of the Certificateholders and the UBS Warburg
Building Companion Loan Noteholder solely for the purpose of its prompt
disposition and sale in a manner that does not and will not: (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code for purposes of Section 860D(a) of the Code; or
(ii) except as contemplated by Section 3.17A(a), either result in the receipt by
any REMIC Pool of any "income from non-permitted assets" within the meaning of
Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event or an
Adverse Grantor Trust Event. Subject to the foregoing, however, the Special
Servicer shall have full power and authority to do any and all things in
connection with the operation, management, maintenance and disposition of such
REO Property as is consistent with the Servicing Standard and shall withdraw
from the UBS Warburg Building REO Account, to the extent of amounts on deposit
therein with respect to such REO Property, funds necessary for the proper
operation, management, maintenance and disposition of such REO Property,
including:

          (i) all insurance premiums due and payable in respect of such REO
     Property;

                                     -143-
<PAGE>

                           (ii) all real estate taxes and assessments in respect
         of such REO Property that may result in the imposition of a lien
         thereon;

                           (iii) any ground rents in respect of such REO
         Property; and

                           (iv) all costs and expenses necessary to maintain,
         lease, sell, protect, manage, operate and restore such REO Property.

                  To the extent that amounts on deposit in the related REO
Account in respect of any such REO Property are insufficient for the purposes
set forth in the preceding sentence with respect to such REO Property, the
Special Servicer shall make Servicing Advances in such amounts as are necessary
for such purposes unless the Special Servicer determines, in accordance with the
Servicing Standard, that such payment would be a Nonrecoverable Advance;
provided, however, that the Special Servicer may make any such Servicing Advance
without regard to recoverability if it is a necessary fee or expense incurred in
connection with the defense or prosecution of legal proceedings. The Special
Servicer shall notify the Master Servicer if it shall have made any such
Servicing Advance within the previous 30-day period.

                  (c) Without limiting the generality of the foregoing, the
Special Servicer shall not, with respect to any REO Property that was formerly
the UBS Warburg Building Mortgaged Property:

                           (i) enter into, renew or extend any New Lease, if the
         New Lease, by its terms would give rise to any income that does not
         constitute Rents from Real Property;

                           (ii) permit any amount to be received or accrued
         under any New Lease other than amounts that will constitute Rents from
         Real Property;

                           (iii) authorize or permit any construction on such
         REO Property, other than the completion of a building or other
         improvement thereon, and then only if more than 10% of the construction
         of such building or other improvement was completed before default on
         the UBS Warburg Building 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 REO
         Property on any date more than 90 days after the related REO
         Acquisition;

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

                  (d) The Special Servicer may contract with any Independent
Contractor for the operation and management of any REO Property that was
formerly the UBS Warburg Building Mortgaged Property, provided that:

                                     -144-
<PAGE>

                          (i) the terms and conditions of any such contract may
         not be inconsistent herewith and shall reflect an agreement reached
         at arm's length;

                           (ii) the fees of such Independent Contractor (which
         shall be netted out of collections on the REO Property prior to their
         being remitted to the Special Servicer) shall be reasonable and
         customary in consideration of the nature and locality of the REO
         Property;

                           (iii) any such contract shall require, or shall be
         administered to require, that the Independent Contractor, in a timely
         manner, (A) pay all costs and expenses incurred in connection with the
         operation and management of the REO Property, including those listed in
         Section 3.17A(b) above, and (B) except to the extent that such revenues
         are derived from any services rendered by the Independent Contractor to
         tenants of the REO Property that are not customarily furnished or
         rendered in connection with the rental of real property (within the
         meaning of Section 1.856-4(b)(5) of the Treasury regulations or any
         successor provision), remit all related revenues collected (net of its
         fees and such costs and expenses) to the Special Servicer upon receipt;

                           (iv) none of the provisions of this Section 3.17A(d)
         relating to any such contract or to actions taken through any such
         Independent Contractor shall be deemed to relieve the Special Servicer
         of any of its duties and obligations hereunder with respect to the
         operation and management of the REO Property; and

                           (v) the Special Servicer shall be obligated with
         respect thereto to the same extent as if it alone were performing all
         duties and obligations in connection with the operation and management
         of the REO Property.

                  The Special Servicer shall be entitled to enter into any
agreement with any such Independent Contractor performing services for it
related to its duties and obligations hereunder with respect to the UBS Warburg
Building Mortgaged Property (if it becomes an REO Property) for indemnification
of the Special Servicer by such Independent Contractor, and nothing in this
Agreement shall be deemed to limit or modify such indemnification. No agreement
entered into pursuant to this Section 3.17A(d) shall be deemed a Sub-Servicing
Agreement for purposes of Section 3.22.

                  SECTION 3.18. Sale of Mortgage Loans and REO Properties.

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

                  (b) Within five Business Days after any Mortgage Loan has
become a Specially Serviced Mortgage Loan, the Special Servicer shall give
notice of such event to each holder of a Certificate of the Controlling Class,
the holder of the UBS Warburg Building Companion Loan (if such Mortgage Loan is
the UBS Warburg Building Mortgage Loan), the related Mortgage Loan Seller and
the Master Servicer (the foregoing parties, together with the Special Servicer,
including any assignees


                                     -145-
<PAGE>

thereof, the "Purchase Option Holders") and to the Trustee. Each Purchase Option
Holder (other than the related Mortgage Loan Seller) shall have the option to
purchase such Specially Serviced Mortgage Loan at a cash price that is at least
equal to the Purchase Price. The Special Servicer shall accept the first offer
by a Purchase Option Holder (other than the related Mortgage Loan Seller) that
is at least equal to the Purchase Price.

                  (c) If none of the Purchase Option Holders (exclusive of the
related Mortgage Loan Seller) exercises its option to purchase any Specially
Serviced Mortgage Loan as described in subsection (b) above, then each Purchase
Option Holder (including the related Mortgage Loan Seller) will also have the
option to purchase that Specially Serviced Mortgage Loan at a price equal to the
fair value of such Specially Serviced Mortgage Loan (the "FV Price"). Upon
receipt of a request from any Purchase Option Holder to determine the FV Price
in contemplation of its intention to exercise its option to purchase a Specially
Serviced Mortgage Loan at a price that is below the Purchase Price, the Special
Servicer shall promptly obtain an MAI appraisal of the related Mortgaged
Property by an Independent Appraiser (unless such an appraisal was obtained
within one year of such date and the Special Servicer has no knowledge of any
circumstances that would materially affect the validity of such appraisal).
Promptly after obtaining such appraisal, the Special Servicer shall determine
the FV Price in accordance with the Servicing Standard and the provisions of
subsection (j) 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 a Purchase Option Holder notifies the
Special Servicer that it is willing to purchase any Specially Serviced Mortgage
Loan (the party submitting such bid, the "Initial Bidder") at a price equal to
or above the FV Price (a "FV Bid"), the Special Servicer shall notify all other
Purchase Option Holders that it has received 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. If the Special
Servicer receives a competing bid within such ten Business Day period, the
Special Servicer shall notify the Initial Bidder of such competing bid (without
disclosing the amount of such bid) and the Initial Bidder will have five
Business Days to increase its initial bid. At the conclusion of the
above-described bidding process, 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 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 (k) below.

                  (g) With respect to the right of the related Mortgage Loan
Seller, the purchase option of such Mortgage Loan Seller will expire upon the
earliest of (i) 90 Business Days following the date on which it received notice
pursuant to subsection (b) above that the subject Mortgage Loan has become a
Specially Serviced Mortgage Loan, unless the related Mortgage Loan Seller has
provided notice to the



                                     -146-
<PAGE>

Special Servicer and the Trustee to extend the period during which it may
exercise its option, (ii) such shorter period as the related Mortgage Loan
Seller has indicated in a written notice to the Special Servicer and the
Trustee, (iii) the Special Servicer's acceptance of a FV Bid by any of the
Purchase Option Holders, and (iv) the date on which the purchase option
terminates for the other Purchase Option Holders as provided in subsection (k)
below.

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

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

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

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

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

                  (m) Notwithstanding anything to the contrary herein, the
holders of the UBS Warburg Building Companion Loan shall be entitled to purchase
the UBS Warburg Building Mortgage Loan in accordance with the terms and
conditions set forth in Section 3.03 of the UBS Warburg Building Co-


                                     -147-
<PAGE>

Lender and Servicing Agreement. The Master Servicer or the Special Servicer, as
applicable, shall determine the price to be paid in accordance with the terms of
the UBS Warburg Building Co-Lender and Servicing Agreement in connection with
any such purchase and shall provide such notices to the holders of the UBS
Warburg Building Companion Loan as are required by the UBS Warburg Building
Co-Lender and Servicing Agreement in connection with such holders' purchase
right.

                  (n) Any purchase of the UBS Warburg Building Mortgage Loan
pursuant to this Section 3.18 will remain subject to the cure and purchase
rights of, the holder of the UBS Warburg Building Companion Loan as set forth in
the UBS Warburg Building Co-Lender and Servicing Agreement and, any holder of a
related mezzanine loan in connection with a Loan default as set forth in the
related intercreditor agreement.

                  (o) The Special Servicer shall use its best efforts to solicit
bids for each REO Property in such manner as will be reasonably likely to
realize a fair price within the time period provided for by Section 3.16(a).
Subject to Sections 6.11 and 6.11A, the Special Servicer shall accept the first
(and, if multiple bids are received contemporaneously or subsequently, the
highest) cash bid received from any Person that constitutes a fair price for
such REO Property. If the Special Servicer reasonably believes that it will be
unable to realize a fair price for any REO Property within the time constraints
imposed by Section 3.16(a), then (subject to Section 6.11 or 6.11A, as
applicable) the Special Servicer shall dispose of such REO Property upon such
terms and conditions as the Special Servicer shall deem necessary and desirable
to maximize the recovery thereon under the circumstances and, in connection
therewith, shall accept the highest outstanding cash bid, regardless of from
whom received.

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

                  (q) No Interested Person shall be obligated to submit a bid to
purchase any REO Property, and notwithstanding anything to the contrary herein,
neither the Trustee, in its individual capacity, nor any of its Affiliates may
bid for or purchase any REO Property pursuant hereto.

                  (r) Whether any cash bid constitutes a fair price for any REO
Property for purposes of this Section 3.18, shall be determined by the Special
Servicer or, if such cash bid is from an Interested Person, by the Trustee. In
determining whether any bid received from an Interested Person represents a fair
price for any REO Property, the Trustee shall be supplied with and shall be
entitled to rely on the most recent appraisal in the related Servicing File
conducted in accordance with this Agreement within the preceding 12-month period
(or, in the absence of any such appraisal or if there has been a material change
at the subject property since any such appraisal, on a new appraisal to be
obtained by the Special Servicer (the cost of which shall be covered by, and be
reimbursable as, a Servicing Advance)). The appraiser conducting any such new
appraisal shall be an Independent Appraiser selected by the Special Servicer if
neither the Special Servicer nor any Affiliate thereof is bidding with respect
to an REO Property and selected by the Trustee if either the Special Servicer or
any Affiliate thereof is so bidding. Where any Interested Person is among those
bidding with respect to an REO Property, the Special Servicer shall require that
all bids be submitted to it (and, if the Special Servicer or any Affiliate
thereof is bidding, to the Trustee) in writing and be accompanied by a
refundable deposit of cash in an amount equal to 5% of the bid amount. In
determining whether any bid from a Person other than an Interested Person
constitutes a fair price for any REO Property, the Special Servicer shall take
into account the results of any appraisal or updated appraisal that it or the
Master Servicer may have obtained in


                                     -148-
<PAGE>

accordance with this Agreement within the prior twelve months, and any
Independent Appraiser shall be instructed to take into account, as applicable,
among other factors, the occupancy level and physical condition of the subject
REO Property, the state of the local economy and the obligation to dispose of
the subject REO Property within the time period specified in Section 3.16(a).
The Purchase Price for any REO Property shall in all cases be deemed a fair
price. Notwithstanding the other provisions of this Section 3.18, no cash bid
from the Special Servicer or any Affiliate thereof shall constitute a fair price
for any REO Property unless such bid is the highest cash bid received and at
least two independent bids (not including the bid of the Special Servicer or any
Affiliate) have been received. In the event the bid of the Special Servicer or
any Affiliate thereof is the only bid received or is the higher of only two bids
received, then additional bids shall be solicited. If an additional bid or bids,
as the case may be, are received and the original bid of the Special Servicer or
any Affiliate thereof is the highest of all cash bids received, then the bid of
the Special Servicer or such Affiliate shall be accepted, provided that the
Trustee has otherwise determined, as provided above in this Section 3.18(r),
that such bid constitutes a fair price for any REO Property. Any bid by the
Special Servicer shall be unconditional; and, if accepted, the 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.

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

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

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

                  (a) The Master Servicer shall deliver to the Trustee for
deposit in the Collection Account on each Master Servicer Remittance Date,
without any right of reimbursement therefor, an amount equal to the lesser of
(i) the aggregate amount of all Prepayment Interest Shortfalls, if any, incurred
in connection with Principal Prepayments received during the most recently ended
Collection Period with respect to Mortgage Loans that are not Specially Serviced
Mortgage Loans and have not become REO 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 0.025% per annum
with respect to


                                     -149-
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each and every Mortgage Loan) and (2) the aggregate amount of Prepayment
Interest Excesses received in respect of the entire Mortgage Pool during such
Collection Period; provided, however, that if any Prepayment Interest Shortfall
occurs as a result of the Master Servicer's allowing the Mortgagor to deviate
from the terms of the related Mortgage Loan documents regarding principal
prepayments, the Master Servicer shall be obligated to pay an amount equal to
the entire Prepayment Interest Shortfall with respect to such Mortgage Loan
without any limitation of the kind set forth in clauses (1) and (2) above.

                  (b) The Master Servicer shall, as to each Loan which is
secured by the interest of the related Mortgagor under a Ground Lease, promptly
(and in any event within 45 days) following the Closing Date, notify the related
ground lessor of the transfer of such Loan to the Trust Fund pursuant to this
Agreement and inform such ground lessor that any notices of default under the
related Ground Lease should thereafter be forwarded to the Master Servicer.

                  (c) Notwithstanding anything to the contrary contained in this
Agreement, if the Special Servicer is required under this Agreement to make any
Servicing Advance but does not desire to do so, the Special Servicer may, in its
sole discretion, request that the Master Servicer make such Servicing Advance,
such request to be made, in writing, at least five (5) Business Days (or, in an
emergency situation or on an urgent basis, two (2) Business Days) in advance of
the date on which such Servicing Advance is required to be made hereunder and to
be accompanied by such information and documentation regarding the subject
Servicing Advance as the Master Servicer may reasonably request. The Master
Servicer shall have the obligation to make any such Servicing Advance that it is
so requested by the Special Servicer to make, within five (5) Business Days (or,
in an emergency situation or on an urgent basis, two (2) Business Days) of the
Master Servicer's receipt of such request. If the request is timely and properly
made, the Special Servicer shall be relieved of any obligations with respect to
a Servicing Advance that it so requests the Master Servicer to make (regardless
of whether or not the Master Servicer shall make such Servicing Advance). The
Master Servicer shall be entitled to reimbursement for any Servicing Advance
made by it at the direction of the Special Servicer, together with interest
thereon in accordance with Sections 3.05(a), 3.05A and 3.11(g), as applicable,
at the same time, in the same manner and to the same extent as the Master
Servicer is entitled with respect to any other Servicing Advances made thereby.

                  Notwithstanding the foregoing provisions of this Section
3.19(c), the Master Servicer shall not be required to make at the direction of
the Special Servicer, any Servicing Advance if the Master Servicer determines in
its reasonable, good faith judgment that such Servicing Advance, although not
characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is
in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the
Special Servicer in writing of such determination, which shall be made pursuant
to Section 3.11(h). Any request by the Special Servicer that the Master Servicer
make a Servicing Advance shall be deemed to be a determination by the Special
Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing
Advance, and the Master Servicer, the Trustee and the Fiscal Agent shall be
entitled to conclusively rely on such determination.

                  SECTION 3.20. Modifications, Waivers, Amendments and Consents;
Defeasance.

                  (a) Subject to Sections 3.20(b) through 3.20(f) and 3.20(l)
below, and further subject to Section 6.11 or 6.11A, as applicable, the Special
Servicer (or, under the limited circumstances set


                                     -150-
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forth in Section 3.20(c), the Master Servicer) may, on behalf of the Trustee
and, in the case of the UBS Warburg Building Companion Loan, the UBS Warburg
Building Companion Loan Noteholder, agree to any modification, extension, waiver
or amendment of any term of any 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 UBS Warburg Building Companion Loan Noteholder, the
Master Servicer (in the case of any such action taken by the Special Servicer)
or, except as expressly set forth below, the Special Servicer (in the case of
any such action taken by the Master Servicer).

                  (b) All modifications, extensions, waivers or amendments of
any 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 Loan other than a Specially Serviced
Loan, and subject to the rights of the Special Servicer set forth below, the
Master Servicer shall be responsible for responding to any request by a
Mortgagor for the consent or approval of the mortgagee with respect to a
modification, extension, waiver or amendment of any term thereof, provided that
such consent or approval or such modification, extension, waiver or amendment
would not (except as permitted by Sections 3.02(a), 3.03(d), 3.08(a) and 3.20(l)
hereof) affect the amount or timing of any of the payment terms of such Loan,
result in the release of the related Mortgagor from any material term
thereunder, waive any rights thereunder with respect to any guarantor thereof,
relate to the release, addition or substitution of any material collateral for
such Loan or relate to any waiver of or granting of consent under a
"due-on-sale" or "due-on-encumbrance" clause. With respect to any action
proposed to be taken by the Master Servicer under this Section 3.20(c) where the
thresholds in clauses (i) through (v) below are exceeded, or which involves the
situations set forth in the proviso to the previous sentence, the Special
Servicer only may take such action. To the extent consistent with the foregoing,
but subject to Section 3.20(f), the Master Servicer shall also be responsible
for the following with respect to the Loans (other than Specially Serviced
Loans):

               (i) Approving any waiver affecting the timing of receipt of
          financial statements from any Mortgagor, provided that such financial
          statements are delivered no less than quarterly and within 60 days of
          the end of the calendar quarter to which such financial statements
          relate;

               (ii) Approving routine leasing activity with respect to leases
          for less than the lesser of (A) 50,000 square feet and (B) 20% of the
          related Mortgaged Property;

               (iii) Approving a transfer of equity in a Mortgagor from one
          current equity holder to another, provided that such transfer of
          equity does not (A) affect (if applicable) the status of such
          Mortgagor or such equity holder as a special purpose,
          bankruptcy-remote entity, (B) result in a change of control of such
          Mortgagor, (C) cause the transferee to hold more than 49% of the
          equity in such Mortgagor, (D) relate to a Mortgage Loan that
          represents 2% or more of the then aggregate principal balance of the
          Mortgage Pool or (E) relate to the UBS Warburg Building 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



                                     -151-
<PAGE>

          amounts budgeted therefor for the prior year or (C) provides for the
          payment of any material expenses to any affiliate of the Mortgagor
          (other than with respect to the payment of the management fee to any
          property manager if such management fee is no more than the management
          fee in effect on the Cut-off Date); and

               (v) Approving a change of the property manager at the request of
          the related Mortgagor, provided that (A) the successor property
          manager is not affiliated with the Mortgagor and is a nationally or
          regionally recognized manager of similar properties, (B) the related
          Mortgage Loan does not represent 2% or more of the then aggregate
          principal balance of the Mortgage Pool and (C) the UBS Warburg
          Building Mortgaged Property is not involved.

                  Except as permitted by Section 3.02(a), Section 3.03(d),
Section 3.08(a), this Section 3.20(c) and Section 3.20(l) the Master Servicer
may not agree to waive, modify or amend any term of any Loan or respond to any
Mortgagor requests for mortgagee consent. Furthermore, the Master Servicer may
not agree to any modification, extension, waiver or amendment of any term of any
Mortgage Loan that would cause an Adverse REMIC Event with respect to any REMIC
Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust.

                  (d) Except as provided in Section 3.02(a), Section 3.08 or
Section 3.20(e), the Special Servicer, on behalf of the Trustee and, in the case
of the UBS Warburg Building Companion Loan, the UBS Warburg Building Companion
Loan Noteholder, shall not agree or consent to any modification, extension,
waiver or amendment of any term of any Loan that would:

               (i) affect the amount or timing of any scheduled payment of
          principal, interest or other amount (including Prepayment Premiums or
          Yield Maintenance Charges, but excluding Default Interest and other
          amounts payable as additional servicing compensation) payable
          thereunder;

               (ii) affect the obligation of the related Mortgagor to pay a
          Prepayment Premium or Yield Maintenance Charge or permit a Principal
          Prepayment during any period in which the related Mortgage Note
          prohibits Principal Prepayments;

               (iii) except as expressly contemplated by the related Mortgage or
          pursuant to Section 3.09(d), result in a release of the lien of the
          Mortgage on any material portion of the related Mortgaged Property
          without a corresponding Principal Prepayment in an amount not less
          than the fair market value (as determined by an appraisal by an
          Independent Appraiser delivered to the Special Servicer at the expense
          of the related Mortgagor and upon which the Special Servicer may
          conclusively rely) of the property to be released; or

               (iv) in the reasonable, good faith judgment of the Special
          Servicer, otherwise materially impair the security for such Loan or
          reduce the likelihood of timely payment of amounts due thereon.

                  (e) Notwithstanding Section 3.20(d), but subject to Section
6.11, Section 6.11A and the second paragraph of this Section 3.20(e), the
Special Servicer may (i) reduce the amounts owing under any Specially Serviced
Loan by forgiving principal, accrued interest, Additional Interest or any
Prepayment Premium or Yield Maintenance Charge, (ii) reduce the amount of the
Monthly Payment on any Specially Serviced Loan, including by way of a reduction
in the related Mortgage Rate, (iii) forbear



                                     -152-
<PAGE>

in the enforcement of any right granted under any Mortgage Note, Mortgage or
other Loan document relating to a Specially Serviced Loan, (iv) accept a
Principal Prepayment on any Specially Serviced Loan during any Lockout Period or
(v) extend the maturity of any Loan; provided that (A) the related Mortgagor is
in monetary default or material non-monetary default with respect to the
Specially Serviced Loan or, in the reasonable, good faith judgment of the
Special Servicer, such default is reasonably foreseeable, (B) in the reasonable,
good faith judgment of the Special Servicer, such modification, extension,
waiver or amendment would increase the recovery on the Loan to
Certificateholders (as a collective whole) or, if the UBS Warburg Building Loan
Pair is involved, would increase the recovery on the Loan Pair to
Certificateholders and the UBS Warburg Building Companion Loan Noteholder (as a
collective whole), on a present value basis (the relevant discounting of
anticipated collections that will be distributable to the Certificateholders
(or, in the case of the UBS Warburg Building Loan Pair, to Certificateholders
and the UBS Warburg Building Companion Loan Noteholder), to be performed at the
related Mortgage Rate (or, in the case of the UBS Warburg Building Loan Pair, at
the weighted average of the Mortgage Rates for the Loan Pair)), and (C) such
modification, extension, waiver or amendment would not cause an Adverse REMIC
Event in respect of any REMIC Pool or an Adverse Grantor Trust Event with
respect to the Grantor Trust; and provided, further, that (i) any modification,
extension, waiver or amendment of the payment terms of the UBS Warburg Building
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 UBS Warburg
Building Co-Lender and Servicing Agreement, such that neither the Trust as
holder of the UBS Warburg Building Mortgage Loan nor the UBS Warburg Building
Companion Loan Noteholder shall gain a priority over the other such holder with
respect to any payment, which priority is not, as of the date of the UBS Warburg
Building Co-Lender and Servicing Agreement, reflected in the related Loan
documents and the UBS Warburg Building Co-Lender and Servicing Agreement, and
(ii) to the extent consistent with the Servicing Standard (taking into account
the extent to which the UBS Warburg Building Companion Loan is junior to the UBS
Warburg Building Mortgage Loan), (A) no waiver, reduction or deferral of any
particular amounts due on the UBS Warburg Building Mortgage Loan shall be
effected prior to the waiver, reduction or deferral of the entire corresponding
item in respect of the UBS Warburg Building Companion Loan, and (B) no reduction
of the Mortgage Rate of the UBS Warburg Building Mortgage Loan (excluding the
portion thereof comprised of the Additional Interest Rate following the related
Anticipated Repayment Date) shall be effected prior to the reduction of the
Mortgage Rate of the UBS Warburg Building Companion Loan (excluding the portion
thereof comprised of the Additional Interest Rate following the related
Anticipated Repayment Date) to the maximum extent possible.

                  In no event shall the Special Servicer: (i) extend the
maturity date of a Loan beyond the date that is two years prior to the last
Rated Final Distribution Date; (ii) extend the maturity date of the UBS Warburg
Building Mortgage Loan or the UBS Warburg Building Companion Loan at all or
extend the maturity date of any other Loan for more than five years beyond its
Stated Maturity Date; or (iii) if the 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 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 UBS Warburg Building Loan Pair, the
UBS Warburg Building Companion Loan Noteholder) and describing in reasonable
detail the basis


                                     -153-
<PAGE>

for the Special Servicer's determination. The Special Servicer shall attach to
such Officer's Certificate any information including but not limited to income
and expense statements, rent rolls, property inspection reports and appraisals
that support such determination.

                  (f) Notwithstanding anything to the contrary in this
Agreement, none of the Trustee, the Master Servicer or the Special Servicer, as
applicable, shall give any consent, approval or direction regarding the
termination of the related property manager or the designation of any
replacement property manager or, if such Mortgaged Property is hospitality
property, give any consent, approval or direction regarding the termination of
the franchise or the designation of a new franchise, with respect to any
Mortgaged Property that secures either (A) the UBS Warburg Building Companion
Loan or (B) a Mortgage Loan that has an unpaid principal balance that is at
least equal to the lesser of $20,000,000 and 2% of the then aggregate principal
balance of the Mortgage Pool, unless: (1) the mortgagee is not given discretion
under the terms of the related Loan; or (2) it has received prior written
confirmation from each Rating Agency that such action will not result in an
Adverse Rating Event.

                  Any party hereto seeking Rating Agency confirmation with
respect to the matters described above shall deliver a Review Package to such
Rating Agency.

                  (g) Any payment of interest that is deferred pursuant to any
modification, extension, waiver or amendment permitted hereunder, shall not, for
purposes hereof, including calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Loan, notwithstanding that the terms of such
modification, extension, waiver or amendment so permit. The foregoing shall in
no way limit the Special Servicer's ability to charge and collect from the
Mortgagor costs otherwise collectible under the terms of the related Mortgage
Note.

                  (h) The Special Servicer or Master Servicer may, as a
condition to granting any request by a Mortgagor for consent, modification,
extension, waiver or indulgence or any other matter or thing, the granting of
which is within its discretion pursuant to the terms of the instruments
evidencing or securing the related Loan and, further, by the terms of this
Agreement and applicable law, require that such Mortgagor pay to it (i) as
additional servicing compensation, a reasonable or customary fee for the
additional services performed in connection with such request, and (ii) any
related costs and expenses incurred by it. Any such fee that is to be shared by
the Master Servicer and the Special Servicer may not be waived or reduced by
either such party without the consent of the other party. In no event shall the
Special Servicer or Master Servicer be entitled to payment for such fees or
expenses unless such payment is collected from the related Mortgagor.

                  (i) The Special Servicer and Master Servicer shall each notify
the other, any related Sub-Servicers, the Trustee and, where the UBS Warburg
Building Companion Loan is affected, the UBS Warburg Building Companion Loan
Noteholder, in writing, of any modification, extension, waiver or amendment of
any term of any Loan (including fees charged the Mortgagor) agreed to by it and
the date thereof, and shall deliver to the Trustee or any related Custodian for
deposit in the related Mortgage File (with a copy to be delivered to or retained
by, as applicable, the Master Servicer), an executed counterpart of the
agreement relating to such modification, extension, waiver or amendment promptly
following execution and delivery thereof, to be followed by an original recorded
counterpart promptly following the recordation (and receipt) thereof.

                  (j) To the extent that either the Master Servicer or Special
Servicer waives any Default Charge in respect of any Loan, whether pursuant to
Section 3.02(a) or this Section 3.20, the

                                     -154-
<PAGE>

respective amounts of additional servicing compensation payable to the Master
Servicer and the Special Servicer as Net Default Charges out of such Default
Charges shall be reduced proportionately based upon the respective amounts that
would have been payable thereto as Net Default Charges out of such Default
Charges if such waiver had not been granted.

                  (k) If, with respect to any Defeasance Loan under which the
lender can require defeasance in lieu of prepayment, the Master Servicer shall
receive a notice from the related Mortgagor that it intends to prepay the
related Defeasance Loan in accordance with the terms thereof, then, except as
set forth below, the Master Servicer shall, subject to the next paragraph and
the related Loan documents, (i) promptly respond to such notice in a manner
which would require that the Mortgagor pledge Defeasance Collateral in lieu of
such prepayment pursuant to the terms of the related Mortgage Note, (ii) notify
each Rating Agency, the Trustee, the Underwriters and the Special Servicer of
its request to the Mortgagor to defease a Loan and (iii) upon the written
confirmation from each Rating Agency (which confirmation shall not be required
from (A) S&P in the case of a Mortgage Loan with an unpaid principal balance
less than or equal to $5,000,000 or that constitutes less than 1% of the
aggregate unpaid principal balance of the Mortgage Pool (whichever is less),
provided the Master Servicer delivers to S&P a certification in the form
attached hereto as Exhibit M, or (B) Moody's in the case of any Mortgage Loan
that is not then one of the ten largest (measured by unpaid principal balance)
Mortgage Loans in the Mortgage Pool or that is not then one of the ten largest
groups (measured by aggregate unpaid principal balance) of Mortgage Loans with
related Mortgagors) that the acceptance of a pledge of the Defeasance Collateral
in lieu of a full prepayment will not result in an Adverse Rating Event, take
such further action as provided in such Mortgage Note to effectuate such
defeasance, including the purchase and perfection of the Defeasance Collateral
on behalf of the Trustee, as trustee for the registered holders of LB-UBS
Commercial Mortgage Trust 2001-C7, Commercial Mortgage Pass-Through
Certificates, Series 2001-C7.

                  Notwithstanding the foregoing, but subject to the related Loan
documents, the Master Servicer shall not permit a pledge of Defeasance
Collateral under a Defeasance Loan if (i) such defeasance would occur within two
years of the Startup Day, (ii) if the defeasance collateral shall not be
Government Securities; (iii) such Defeasance Loan (or any applicable agreement
executed in connection with the related defeasance) provides that the Mortgagor
shall be liable for any shortfalls from such Defeasance Collateral or otherwise
be subject to recourse liability with respect to the Defeasance Loan (except for
any liability that, pursuant to the terms of the related Loan documents,
survives such defeasance), (iv) all costs to be incurred in connection with such
defeasance (including Rating Agency fees, accountants' fees and costs incurred
in connection with any required opinions of counsel) would not be paid by the
related Mortgagor, or (v) unless such confirmation is not required pursuant to
the first paragraph of this Section 3.20(k), either Rating Agency does not
confirm in writing to the Master Servicer that the acceptance of a pledge of the
Defeasance Collateral in lieu of a full prepayment will not result in an Adverse
Rating Event.

                  All expenses related to the defeasance of a Defeasance Loan
shall be charged to the related Mortgagor or other responsible party.

                  (l) With respect to any ARD Loan after its Anticipated
Repayment Date, the Master Servicer shall be permitted, in its discretion, to
waive (such waiver to be in writing addressed to the related Mortgagor, with a
copy to the Trustee) all or any portion of the accrued Additional Interest on
such ARD Loan if (i) such ARD Loan is not a Specially Serviced Loan (on which
the Special Servicer


                                     -155-
<PAGE>

may waive accrued Additional Interest pursuant to Section 3.20(e)) , (ii) prior
to the related maturity date, the related Mortgagor has requested the right to
prepay the Mortgage Loan in full together with all payments required under such
ARD Loan in connection with such prepayment (except for all or a portion of such
accrued Additional Interest), and (iii) the Master Servicer has determined, in
its reasonable, good faith judgment, that the waiver of the Trust's right to
receive such accrued Additional Interest is reasonably likely to produce a
greater payment to Certificateholders (as a collective whole) (or, if the UBS
Warburg Building Loan Pair is involved, to produce a greater payment to the
Certificateholders and the UBS Warburg Building Companion Loan Noteholder (as a
collective whole)) on a present value basis (the relevant discounting of
anticipated collections that will be distributable to Certificateholders (or, in
the case of the UBS Warburg Building Loan Pair, to Certificateholders and the
UBS Warburg Building Companion Loan Noteholder) to be performed at the related
Mortgage Rate (or, in the case of the UBS Warburg Building Loan Pair, at the
weighted average of the Mortgage Rates of the Loan Pair) than a refusal to waive
the right to such Additional Interest; provided that any such waiver of
Additional Interest accrued on the 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 UBS Warburg Building Co-Lender and Servicing Agreement,
such that the UBS Warburg Building Companion Loan Noteholder shall not gain any
priority over the Trust as holder of the UBS Warburg Building Mortgage Loan with
respect to the payment of such Additional Interest. The Master Servicer shall
have no liability to the Trust, the Certificateholders or any other Person so
long as such determination is exercised in accordance with the Servicing
Standard.

                  SECTION 3.21. Transfer of Servicing Between Master Servicer
and Special Servicer; Record Keeping.

                  (a) Upon determining that a Servicing Transfer Event has
occurred with respect to any Loan, and if the Master Servicer is not also the
Special Servicer, the Master Servicer shall immediately give notice thereof, and
shall deliver a copy of the related Servicing File, to the Special Servicer and
shall use reasonable efforts to provide the Special Servicer with all
information, documents (or copies thereof) and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to such
Loan, either in the Master Servicer's or any of its directors', officers',
employees', affiliates' or agents' possession or control or otherwise available
to the Master Servicer without undue burden or expense, and reasonably requested
by the Special Servicer to enable it to assume its functions hereunder with
respect thereto without acting through a Sub-Servicer. The Master Servicer shall
use reasonable efforts to comply with the preceding sentence within five
Business Days of the occurrence of each related Servicing Transfer Event;
provided, however, that if the information, documents and records requested by
the Special Servicer are not contained in the Servicing File, the Master
Servicer shall have such period of time as reasonably necessary to make such
delivery. The Special Servicer may conclusively rely on the Master Servicer's
determination that a Servicing Transfer Event has occurred giving rise to a
Loan's becoming a Specially Serviced Loan. The Special Servicer shall not be
liable or in default hereunder for any reasonable act or failure to act because
of or arising out of the Master Servicer's failure to deliver information,
documents or records with respect to any Specially Serviced Loan in accordance
with the requirements hereof.

                  Upon determining that a Specially Serviced Loan has become a
Corrected Loan, and if the Master Servicer is not also the Special Servicer, the
Special Servicer shall immediately give notice thereof, and shall within five
Business Days of such occurrence return the related Servicing File, together
with any and all new information, documents and records relating to the subject
Loan that were


                                     -156-
<PAGE>

not part of the Servicing File when it was delivered to the Special Servicer, to
the Master Servicer (or such other Person as may be directed by the Master
Servicer) and upon giving such notice, and returning such Servicing File, to the
Master Servicer (or such other Person as may be directed by the Master
Servicer), the Special Servicer's obligation to service such Loan, and the
Special Servicer's right to receive the Special Servicing Fee with respect to
such Loan shall terminate, and the obligations of the Master Servicer to service
and administer such Loan shall resume.

                  Notwithstanding anything herein to the contrary, in connection
with the transfer to the Special Servicer of the servicing of a
Cross-Collateralized Mortgage Loan as a result of a Servicing Transfer Event or
the re-assumption of servicing responsibilities by the Master Servicer with
respect to any such Mortgage Loan upon its becoming a Corrected Loan, the Master
Servicer and the Special Servicer shall each transfer to the other, as and when
applicable, the servicing of all other Cross-Collateralized Mortgage Loans
constituting part of the same Cross-Collateralized Group; provided that no
Cross-Collateralized Mortgage Loan may become a Corrected Loan at anytime that a
continuing Servicing Transfer Event exists with respect to another
Cross-Collateralized Mortgage Loan in the same Cross-Collateralized Group.

                  (b) In servicing any Specially Serviced Loans, the Special
Servicer shall provide to the Custodian originals of newly executed documents
included within the definition of "Mortgage File" for inclusion in the related
Mortgage File (with a copy of each such original to the Master Servicer), and
shall provide to the Master Servicer copies of any additional related Loan
information, including correspondence with the related Mortgagor.

                  (c) Upon request (and to the extent not otherwise already
provided by the Special Servicer pursuant to its reporting obligations
hereunder), the Special Servicer shall deliver to the Master Servicer, the
Trustee and each Rating Agency (or such other Person as may be directed by the
Master Servicer) a statement in writing and in computer readable format (the
form of such statement to be agreed upon by the Master Servicer and the Special
Servicer) describing, on a loan-by-loan and property-by-property basis, (1)
insofar as it relates to Specially Serviced Loans and REO Properties, the
information described in clauses (vi) through (xv) of Section 4.02(a) (with
respect to information set forth in such clauses related to prior Distribution
Dates and/or periods, the Special Servicer may conclusively rely on information
furnished to it by the Master Servicer or the Trustee) and, insofar as it
relates to the Special Servicer, the information described in clauses (xxiv) and
(xxx) of Section 4.02(a), (2) the amount of all payments, Insurance Proceeds and
Liquidation Proceeds received, and the amount of any Realized Loss incurred,
with respect to each Specially Serviced Loan during the related Collection
Period, and the amount of Insurance Proceeds and Liquidation Proceeds received,
and the amount of any Realized Loss incurred, with respect to each REO Property
during the related Collection Period, (3) the amount, purpose and date of all
Servicing Advances made by the Special Servicer with respect to each Specially
Serviced Loan and REO Property during the related Collection Period, (4) in
writing, a brief narrative summary of the status of each Specially Serviced Loan
and (5) such additional information relating to the Specially Serviced Loans and
REO Properties as the Master Servicer reasonably requests to enable it to
perform its responsibilities under this Agreement. Notwithstanding the foregoing
provisions of this subsection (c), the Master Servicer shall maintain ongoing
payment records with respect to each of the Specially Serviced Loans and REO
Properties and shall provide the Special Servicer with any information
reasonably available to the Master Servicer required by the Special Servicer to
perform its duties under this Agreement.

                                     -157-
<PAGE>

                  SECTION 3.22. Sub-Servicing Agreements.

                  (a) The Master Servicer and the Special Servicer may enter
into Sub-Servicing Agreements to provide for the performance by third parties of
any or all of their respective obligations hereunder, provided that in each
case, the Sub-Servicing Agreement: (i) is consistent with this Agreement in all
material respects, requires the Sub-Servicer to comply with all of the
applicable conditions of this Agreement and, with the exception of Sections
7.01(a)(x), (xi) and (xii), provides for events of default with respect to the
Sub-Servicer substantially the same as those set forth in Section 7.01 (modified
as necessary to apply to the Sub-Servicer's obligations under the Sub-Servicing
Agreement); (ii) provides that if the Master Servicer or the Special Servicer,
as the case may be, shall for any reason no longer act in such capacity
hereunder (including by reason of an Event of Default), the Trustee or its
designee may thereupon assume all of the rights and, except to the extent they
arose prior to the date of assumption, obligations of the Master Servicer or the
Special Servicer, as the case may be, under such agreement or may terminate such
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 UBS Warburg Building Loan Pair, the UBS
Warburg Building Companion Loan Noteholder, shall each be a third party
beneficiary under such agreement, but that (except to the extent the Trustee or
its designee assumes the obligations of the Master Servicer or the Special
Servicer, as the case may be, thereunder as contemplated by the immediately
preceding clause (ii)) none of the Trustee, the Trust, any successor Master
Servicer, the Special Servicer or the UBS Warburg Building Companion Loan
Noteholder, as the case may be, or any Certificateholder shall have any duties
under such agreement or any liabilities arising therefrom; (iv) permits any
purchaser of a Mortgage Loan pursuant to this Agreement to terminate such
agreement with respect to such purchased Mortgage Loan at its option and without
penalty; (v) does not permit the Sub-Servicer to enter into or consent to any
modification, extension, waiver or amendment or otherwise take any action on
behalf of the 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 Loan
serviced thereunder, terminate at the time such Loan becomes a Specially
Serviced Loan (or, alternatively, be subject to the Special Servicer's rights to
service the Loan for so long as such Loan continues to be a Specially Serviced
Loan), and each Sub-Servicing Agreement entered into by the Special Servicer
shall relate only to Specially Serviced Loans and shall terminate with respect
to any such Loan which ceases to be a Specially Serviced Loan. The Master
Servicer and the Special Servicer each shall deliver to the Trustee and each
other copies of all Sub-Servicing Agreements and, to the UBS Warburg Building
Companion Loan Noteholder, copies of any Sub-Servicing Agreement relating to the
UBS Warburg Building Companion Loan, as well as any amendments thereto and
modifications thereof, entered into by it promptly upon its execution and
delivery of such documents. References in this Agreement to actions taken or to
be taken by the Master Servicer or the Special Servicer include actions taken or
to be taken by a Sub-Servicer on behalf of the Master Servicer or the Special
Servicer, as the case may be; and, in connection therewith, all amounts advanced
by any Sub-Servicer to satisfy the obligations of the Master Servicer or the
Special Servicer hereunder to make P&I Advances or Servicing Advances shall be
deemed to have been advanced by the Master Servicer or the Special Servicer, as
the case may be, out of its own funds and, accordingly, such P&I Advances or
Servicing


                                     -158-
<PAGE>

Advances shall be recoverable by such Sub-Servicer in the same manner and out of
the same funds as if such Sub-Servicer were the Master Servicer or the Special
Servicer, as the case may be. For so long as they are outstanding, Advances
shall accrue interest in accordance with Sections 3.11(g), 4.03(d) and 4.03A(d),
such interest to be allocable between the Master Servicer or the Special
Servicer, as the case may be, and such Sub-Servicer as they may agree. For
purposes of this Agreement, the Master Servicer and the Special Servicer each
shall be deemed to have received any payment when a Sub-Servicer retained by it
receives such payment. The Master Servicer and the Special Servicer each shall
notify the other, the Trustee, the Depositor, the Controlling Class
Certificateholders and, if the UBS Warburg Building Loan Pair is affected, the
UBS Warburg Building Companion Loan Noteholder in writing promptly of the
appointment by it of any Sub-Servicer.

                  (b) Each Sub-Servicer (i) shall be authorized to transact
business in the state or states in which the related Mortgaged Properties it is
to service are situated, if and to the extent required by applicable law, and
(ii) shall be an approved conventional seller/servicer of mortgage loans for
FHLMC or Fannie Mae or a HUD-Approved Servicer.

                  (c) The Master Servicer and the Special Servicer, for the
benefit of the Trustee and the Certificateholders and, in the case of the UBS
Warburg Building Companion Loan, also for the benefit of the UBS Warburg
Building Companion Loan Noteholder, shall (at no expense to the Trustee, the
Certificateholders, the UBS Warburg Building Companion Loan Noteholder or the
Trust Fund) monitor the performance and enforce the obligations of their
respective Sub-Servicers under the related Sub-Servicing Agreements. Such
enforcement, including the legal prosecution of claims, termination of
Sub-Servicing Agreements in accordance with their respective terms and the
pursuit of other appropriate remedies, shall be in such form and carried out to
such an extent and at such time as the Master Servicer or the Special Servicer,
as applicable, in its good faith business judgment, would require were it the
owner of the subject Loans.

                  (d) In the event of the resignation, removal or other
termination of the Master Servicer or any successor Master Servicer hereunder
for any reason, the Trustee or other Person succeeding such resigning, removed
or terminated party as Master Servicer, shall elect, with respect to any
Sub-Servicing Agreement in effect as of the Closing Date (or, if being
negotiated as of the Closing Date, in effect within 90 days thereafter) that
still exists at the time of such termination: (i) to assume the rights and
obligations of the Master Servicer under such Sub-Servicing Agreement and
continue the sub-servicing arrangements thereunder on the same terms (including
the obligation to pay the same sub-servicing fee); (ii) to enter into a new
Sub-Servicing Agreement with such Sub-Servicer on such terms as the Trustee or
other successor Master Servicer and such Sub-Servicer shall mutually agree (it
being understood that such Sub-Servicer is under no obligation to accept any
such new Sub-Servicing Agreement or to enter into or continue negotiations with
the Trustee or other successor Master Servicer), provided that neither the
Trustee nor any successor Master Servicer shall enter into a new Sub-Servicing
Agreement with a Sub-Servicer that was a party to a Sub-Servicing Agreement as
of the Closing Date, if such new Sub-Servicing Agreement amends, alters or fails
to restate any rights of any Underwriter or Mortgage Loan Seller under the
existing Sub-Servicing Agreement with respect to the termination of the
Sub-Servicer and the appointment of a successor thereto or any rights of any
Underwriter or Mortgage Loan Seller as a third party beneficiary under such
Sub-Servicing Agreement, unless the successor Master Servicer has obtained the
prior written consent to the terms of such new Sub-Servicing


                                     -159-
<PAGE>

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 UBS Warburg Building Companion 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 Loans or REO Properties for which it is responsible.

                  SECTION 3.23. Representations and Warranties of the Master
Servicer.

                  (a) The Master Servicer, in such capacity, hereby represents,
warrants and covenants to the other parties hereto and for the benefit of the
Certificateholders and the UBS Warburg Building Companion 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.

               (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


                                     -160-
<PAGE>

          constitute a violation of, any law, any order or decree of any court
          or arbiter, or any order, regulation or demand of any federal, state
          or local governmental or regulatory authority, which violation, in the
          Master Servicer's good faith and reasonable judgment, is likely to
          affect materially and adversely either the ability of the Master
          Servicer to perform its obligations under this Agreement or the
          financial condition of the Master Servicer.

               (vi) No litigation is pending or, to the best of the Master
          Servicer's knowledge, threatened, against the Master Servicer, the
          outcome of which, in the Master Servicer's good faith and reasonable
          judgment, could reasonably be expected to prohibit the Master Servicer
          from entering into this Agreement or materially and adversely affect
          the ability of the Master Servicer to perform its obligations under
          this Agreement.

               (vii) Any consent, approval, authorization or order of any court
          or governmental agency or body required under federal or state law for
          the execution, delivery and performance by the Master Servicer of or
          compliance by the Master Servicer with this Agreement or the
          consummation of the transactions contemplated by this Agreement has
          been obtained and is effective except where the lack of consent,
          approval, authorization or order would not have a material adverse
          effect on the performance by the Master Servicer under this Agreement.

               (viii) The Master Servicer possesses all insurance required
          pursuant to Section 3.07(c) of this Agreement.

               (ix) The Master Servicer has reviewed all Sub-Servicing
          Agreements in effect as of the Closing Date and will review all
          Sub-Servicing Agreements entered into by it after the Closing Date.

                  (b) The representations and warranties of the Master Servicer
set forth in Section 3.23(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.

                  (c) Any successor Master Servicer shall be deemed to have
made, as of the date of its succession, each of the representations and
warranties set forth in Section 3.23(a), subject to such appropriate
modifications to the representation and warranty set forth in Section 3.23(a)(i)
to accurately reflect such successor's jurisdiction of organization and whether
it is a corporation, partnership, bank, association or other type of
organization.

                  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 UBS Warburg Building Companion Loan Noteholder, as of
the Closing Date, that:

               (i) The Special Servicer is a limited partnership validly
          existing and in good standing under the laws of the State of Texas,
          and the Special Servicer is in compliance with the


                                     -161-
<PAGE>

          laws of each state in which any Mortgaged Property is located to the
          extent necessary to perform its obligations under this Agreement.

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

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

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

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

               (vi) No litigation is pending or, to the best of the Special
          Servicer's knowledge, threatened, against the Special Servicer, the
          outcome of which, in the Special Servicer's good faith and reasonable
          judgment, could reasonably be expected to prohibit the Special
          Servicer from entering into this Agreement or materially and adversely
          affect the ability of the Special Servicer to perform its obligations
          under this Agreement.

               (vii) Any consent, approval, authorization or order of any court
          or governmental agency or body required under federal or state law for
          the execution, delivery and performance by the Special Servicer of or
          compliance by the Special Servicer with this Agreement or the
          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.

                                     -162-
<PAGE>

                  (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
UBS Warburg Building Mortgage Loan.

                  If, pursuant to Section 2.03, Section 3.18 and Section 9.01,
the UBS Warburg Building Mortgage Loan is purchased or repurchased from the
Trust Fund, the purchaser thereof shall be bound by the terms of the UBS Warburg
Building Co-Lender and Servicing Agreement and shall assume the rights and
obligations of the "Note A Lender" under the UBS Warburg Building Co-Lender and
Servicing Agreement. All portions of the related Mortgage File and other
documents pertaining to such Mortgage Loan shall be endorsed or assigned to the
extent necessary or appropriate to the purchaser of such Mortgage Loan in its
capacity as "Note A Lender" (as a result of such purchase or repurchase) under
the UBS Warburg Building Co-Lender and Servicing Agreement in the manner
contemplated under such agreement, which such purchaser shall be deemed to
acknowledge. Thereafter such Mortgage File shall be held by the Note A Lender or
a custodian appointed thereby for the benefit of the "Note A Lender" and the
"Note B Lender" as their interests appear under the UBS Warburg Building
Co-Lender and Servicing Agreement. If the related Servicing File is not already
in the possession of such party, it shall be delivered to the master servicer or
special servicer, as the case may be, under the separate servicing agreement for
the Loan Pair.

                  SECTION 3.26. Application of Default Charges.

                  (a) Any and all Default Charges that are actually collected
with respect to any Mortgage Loan or REO Mortgage Loan in the Mortgage Pool
during any Collection Period, shall be applied for the following purposes and in
the following order, in each case to the extent of the remaining portion of such
Default Charges:

                  first, to pay to the Fiscal Agent, the Trustee, the Master
         Servicer or the Special Servicer, in that order, any interest due and
         owing to such party on any outstanding Advances made thereby with
         respect to any Mortgage Loan or REO Mortgage Loan in the Mortgage Pool
         and reimbursed in the related Collection Period;

                  second, to pay any other outstanding expenses (exclusive of
         Special Servicing Fees, Liquidation Fees and Workout Fees) incurred
         with respect to any Mortgage Loan or REO Mortgage Loan in the Mortgage
         Pool and that, if paid from a source other than such Default Charges,
         would constitute Additional Trust Fund Expenses;

                                     -163-
<PAGE>

                  third, to reimburse the Trust for any interest on Advances
         paid to the Fiscal Agent, the Trustee, the Master Servicer or the
         Special Servicer in the preceding twelve months with respect to any
         Mortgage Loan or REO Mortgage Loan in the Mortgage Pool, which payment
         was made from a source other than Default Charges and not previously
         reimbursed under this clause third;

                  fourth, to reimburse the Trust for any other Additional Trust
         Fund Expenses (exclusive of Special Servicing Fees, Liquidation Fees
         and Workout Fees) paid in the preceding twelve months with respect to
         any Mortgage Loan or REO Mortgage Loan in the Mortgage Pool, which
         payment was made from a source other than Default Charges and not
         previously reimbursed under this clause fourth; and

                  fifth, to pay any remaining portion of such Default Charges
         (such remaining portion, "Net Default Charges") as additional master
         servicing compensation to the Master Servicer, if they were received in
         respect of a Mortgage Loan that is not a Specially Serviced Mortgage
         Loan, or as additional special servicing compensation to the Special
         Servicer, if they were received in respect of a Specially Serviced
         Mortgage Loan or an REO Mortgage Loan, in each case pursuant to Section
         3.11;

provided that, any and all Default Charges that are actually collected with
respect to the UBS Warburg Building Mortgage Loan during any Collection Period
(as allocable thereto pursuant to Section 4.01(c) of the UBS Warburg Building
Co-Lender and Servicing Agreement) shall be applied for the following purpose,
prior to being applied in accordance with clauses first through fourth above, in
each case to the extent of the remaining portion of such Default Charges: to pay
the Fiscal Agent, the Trustee, the UBS Warburg Building Fiscal Agent, the UBS
Warburg Building Trustee, the Master Servicer or the Special Servicer, in that
order, any interest due and owing to such party on any outstanding Servicing
Advance made thereby with respect to the UBS Warburg Building Loan Pair or the
UBS Warburg Building Mortgaged Property and/or any outstanding P&I Advance made
thereby with respect to the UBS Warburg Building Mortgage Loan or any successor
REO Loan, which Advance was reimbursed in the related Collection Period, but in
each case only to the extent that Default Charges collected with respect to the
UBS Warburg Building Companion Loan and applied pursuant to clause first of
subsection (c) below are insufficient for such purpose; and provided further,
that no Default Charges collected with respect to the UBS Warburg Building
Mortgage Loan may be applied to pay interest on outstanding P&I Advances made
with respect to the UBS Warburg Building Companion Loan (such reimbursement to
be made solely from Default Charges collected with respect to the UBS Warburg
Building Companion Loan).

                  (b) Default Charges applied to reimburse the Trust pursuant to
clauses third and fourth of subsection (a), are intended to be part of the
amounts to be delivered by the Master Servicer to the Trustee pursuant to the
first paragraph of Section 3.04(b) on or before the Master Servicer Remittance
Date next following the Collection Period during which they were received, for
deposit in the Collection Account, subject to application pursuant to Section
3.05(a) for any items payable out of general collections on the Mortgage Loans
and any REO Properties. Default Charges applied to pay outstanding interest on
Advances to any particular party pursuant to clause first of subsection (a)
shall be applied to pay such party such interest on Advances in such manner that
the interest that accrued first and has been outstanding the longest shall be
paid first. Default Charges applied to pay outstanding expenses pursuant to
clause second of subsection (a) shall be applied to pay such expenses in the
chronological order in which they were incurred. Default Charges applied to
reimburse the Trust


                                     -164-
<PAGE>


pursuant to clauses third and fourth of subsection (a) shall be deemed to offset
either interest paid on Advances or other Additional Trust Fund Expenses,
depending on which clause is applicable, in the chronological order in which
they were made or incurred, as applicable (whereupon such interest paid on
Advances or such other Additional Trust Fund Expenses, depending on which clause
is applicable, shall thereafter be deemed to have been paid out of Default
Charges).

                  (c) Any and all Default Charges that are actually collected
with respect to the UBS Warburg Building Companion Loan or successor REO Loan
during any Collection Period (as allocable thereto pursuant to Section 4.01(c)
of the UBS Warburg Building Co-Lender and Servicing Agreement), shall be applied
for the following purposes and in the following order, in each case to the
extent of the remaining portion of such Default Charges:

                  first, to pay to the Fiscal Agent, the Trustee, the UBS
         Warburg Building Fiscal Agent, the UBS Warburg Building Trustee, the
         Master Servicer or the Special Servicer, in that order, any interest
         due and owing to such party on any outstanding Advances made thereby
         with respect to any Loan or REO Loan in the UBS Warburg Building Loan
         Pair or the UBS Warburg Building Mortgaged Property and reimbursed in
         the related Collection Period (to be applied with respect to any
         particular party in such manner that the interest that accrued first
         and has been outstanding the longest shall be paid first); and

                  second, to pay any remaining portion of such Default Charges
         (such remaining portion, "Net Default Charges") as additional master
         servicing compensation to the Master Servicer, if they were received in
         respect of the UBS Warburg Building Companion Loan during a period that
         it was not a Specially Serviced Loan or REO Loan, or as additional
         special servicing compensation to the Special Servicer, if they were
         received in respect of the UBS Warburg Building Companion Loan during a
         period that it was a Specially Serviced Loan or an REO Loan, in each
         case pursuant to Section 3.11;

                                     -165-
<PAGE>

                                   ARTICLE IV

          PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS


                  SECTION 4.01. Distributions.

                  (a) On each Distribution Date prior to the Final Distribution
Date, the Trustee shall, based upon information provided by the Master Servicer
and the Special Servicer, withdraw from the Collection Account and apply the
Available Distribution Amount for such Distribution Date to make the following
distributions in respect of the Senior Certificates, in the following order of
priority, in each case to the extent of remaining available funds:

                  first, distributions of interest to the Holders of the
         respective Classes of the Senior Certificates, up to an amount equal
         to, and pro rata as among such Classes in accordance with, all
         Distributable Certificate Interest in respect of each such Class of
         Certificates for such Distribution Date and, to the extent not
         previously paid, for all prior Distribution Dates, if any;

                  second, distributions of principal to the Holders of the
         respective Classes of the Class A Certificates, allocable as among such
         Classes of Certificateholders as provided below, up to an amount (not
         to exceed the aggregate Class Principal Balance of such Classes of
         Certificates outstanding prior to such Distribution Date) equal to the
         entire Principal Distribution Amount for such Distribution Date; and

                  third, distributions to the Holders of the respective Classes
         of the Class A Certificates, up to an amount equal to, pro rata as
         among such Classes of Certificateholders in accordance with, and in
         reimbursement of, all Realized Losses and Additional Trust Fund
         Expenses, if any, previously allocated to each such Class of
         Certificates pursuant to Section 4.04(a) and not previously reimbursed.

                  On each Distribution Date prior to the earlier of (i) the
Class A Principal Distribution Cross-Over Date and (ii) the Final Distribution
Date, the Trustee shall pay: to the Holders of the Class A-1, Class A-2 and
Class A-4 Certificates, collectively, 33.54245308097% of all distributions of
principal made on the Class A Certificates on such Distribution Date pursuant to
the preceding paragraph, until the aggregate Class Principal Balance of the
Class A-1, Class A-2 and Class A-4 Certificates is reduced to zero; to the
Holders of the Class A-3 Certificates, 66.45754691903% of all distributions of
principal made on the Class A Certificates on such Distribution Date pursuant to
the preceding paragraph, until the Class Principal Balance of the Class A-3
Certificates is reduced to zero; and to the Holders of the Class A-5
Certificates, any and all distributions of principal made on the Class A
Certificates on such Distribution Date pursuant to the preceding paragraph that
is in excess of the aggregate Class Principal Balance of the Class A-1, Class
A-2, Class A-3 and Class A-4 Certificates outstanding immediately prior to such
Distribution Date. On each Distribution Date prior to the earlier of (i) the
Class A Principal Distribution Cross-Over Date and (ii) the Final Distribution
Date, the Trustee shall pay the distributions of principal made on the Class
A-1, Class A-2 and Class A-4 Certificates on such Distribution Date pursuant to
the preceding sentence, first, to the Holders of the Class A-1 Certificates,
until the Class Principal Balance of such Class has been reduced to zero, then,
to the Holders of the Class A-2 Certificates, until the Class Principal Balance
of such Class has been reduced to zero, and thereafter, to the Holders of the
Class A-4 Certificates, until the Class Principal Balance of


                                     -166-
<PAGE>

such Class has been reduced to zero. On any Distribution Date coinciding with or
following the Class A Principal Distribution Cross-Over Date, but prior to the
Final Distribution Date, the Trustee shall pay the distributions of principal
made on the Class A Certificates on such Distribution Date pursuant to the
preceding paragraph to the Holders of all the Classes of the Class A
Certificates, on a pro rata basis, in accordance with the respective Class
Principal Balances of such Classes outstanding immediately prior to such
Distribution Date, until the Class Principal Balance of each such Class has been
reduced to zero.

                  All distributions of interest made in respect of any Class of
Interest Only Certificates on any Distribution Date as provided above shall be
made, and deemed to have been made, in respect of the various REMIC III
Components of such Class of Interest Only Certificates, pro rata in accordance
with the respective amounts of Distributable Component Interest in respect of
such REMIC III Components for such Distribution Date and, to the extent not
previously deemed paid pursuant to this paragraph, for all prior Distribution
Dates, if any.

                  (b) On each Distribution Date prior to the Final Distribution
Date, the Trustee shall, based on information provided by the Master Servicer
and the Special Servicer, withdraw from the Collection Account and apply the
Subordinate Available Distribution Amount for such Distribution Date, for the
following purposes and in the following order of priority, in each case to the
extent of remaining available funds:

               (i) to make distributions of interest to the Holders of the Class
          B Certificates, up to an amount equal to all Distributable Certificate
          Interest in respect of such Class of Certificates for such
          Distribution Date and, to the extent not previously paid, for all
          prior Distribution Dates, if any;

               (ii) after the Class Principal Balances of the Class A
          Certificates have been reduced to zero, to make distributions of
          principal to the Holders of the Class B Certificates, up to an amount
          (not to exceed the Class Principal Balance of such Class of
          Certificates outstanding immediately prior to such Distribution Date)
          equal to the entire Principal Distribution Amount for such
          Distribution Date (net of any portion thereof distributed on such
          Distribution Date to the Holders of the Class A Certificates pursuant
          to Section 4.01(a) above);

               (iii) to make distributions to the Holders of the Class B
          Certificates, up to an amount equal to, and in reimbursement of, all
          Realized Losses and Additional Trust Fund Expenses, if any, previously
          allocated to such Class of Certificates pursuant to Section 4.04(a)
          and not previously reimbursed;

               (iv) to make distributions of interest to the Holders of the
          Class C Certificates, up to an amount equal to all Distributable
          Certificate Interest in respect of such Class of Certificates for such
          Distribution Date and, to the extent not previously paid, for all
          prior Distribution Dates, if any;

               (v) after the Class Principal Balance of the Class B Certificates
          has been reduced to zero, to make distributions of principal to the
          Holders of the Class C Certificates, up to an amount (not to exceed
          the Class Principal Balance of such Class of Certificates outstanding
          immediately prior to such Distribution Date) equal to the entire
          Principal Distribution Amount for such Distribution Date (net of any
          portion thereof distributed on such Distribution Date to the


                                     -167-
<PAGE>

          Holders of any other Class of Principal Balance Certificates pursuant
          to Section 4.01(a) above or pursuant to any prior clause of this
          Section 4.01(b));

               (vi) to make distributions to the Holders of the Class C
          Certificates, up to an amount equal to, and in reimbursement of, all
          Realized Losses and Additional Trust Fund Expenses, if any, previously
          allocated to such Class of Certificates pursuant to Section 4.04(a)
          and not previously reimbursed;

               (vii) to make distributions of interest to the Holders of the
          Class D Certificates, up to an amount equal to all Distributable
          Certificate Interest in respect of such Class of Certificates for such
          Distribution Date and, to the extent not previously paid, for all
          prior Distribution Dates, if any;

               (viii) after the Class Principal Balance of the Class C
          Certificates has been reduced to zero, to make distributions of
          principal to the Holders of the Class D Certificates, up to an amount
          (not to exceed the Class Principal Balance of such Class of
          Certificates outstanding immediately prior to such Distribution Date)
          equal to the entire Principal Distribution Amount for such
          Distribution Date (net of any portion thereof distributed on such
          Distribution Date to the Holders of any other Class of Principal
          Balance Certificates pursuant to Section 4.01(a) above or pursuant to
          any prior clause of this Section 4.01(b));

               (ix) to make distributions to the Holders of the Class D
          Certificates, up to an amount equal to, and in reimbursement of, all
          Realized Losses and Additional Trust Fund Expenses, if any, previously
          allocated to such Class of Certificates pursuant to Section 4.04(a)
          and not previously reimbursed;

               (x) to make distributions of interest to the Holders of the Class
          E Certificates, up to an amount equal to all Distributable Certificate
          Interest in respect of such Class of Certificates for such
          Distribution Date and, to the extent not previously paid, for all
          prior Distribution Dates, if any;

               (xi) after the Class Principal Balance of the Class D
          Certificates has been reduced to zero, to make distributions of
          principal to the Holders of the Class E Certificates, up to an amount
          (not to exceed the Class Principal Balance of such Class of
          Certificates outstanding immediately prior to such Distribution Date)
          equal to the entire Principal Distribution Amount for such
          Distribution Date (net of any portion thereof distributed on such
          Distribution Date to the Holders of any other Class of Principal
          Balance Certificates pursuant to Section 4.01(a) above or pursuant to
          any prior clause of this Section 4.01(b));

               (xii) to make distributions to the Holders of the Class E
          Certificates, up to an amount equal to, and in reimbursement of, all
          Realized Losses and Additional Trust Fund Expenses, if any, previously
          allocated to such Class of Certificates pursuant to Section 4.04(a)
          and not previously reimbursed;

               (xiii) to make distributions of interest to the Holders of the
          Class F Certificates, up to an amount equal to all Distributable
          Certificate Interest in respect of such Class of Certificates for such
          Distribution Date and, to the extent not previously paid, for all
          prior Distribution Dates, if any;

                                     -168-
<PAGE>

               (xiv) after the Class Principal Balance of the Class E
          Certificates has been reduced to zero, to make distributions of
          principal to the Holders of the Class F Certificates, up to an amount
          (not to exceed the Class Principal Balance of such Class of
          Certificates outstanding immediately prior to such Distribution Date)
          equal to the entire Principal Distribution Amount for such
          Distribution Date (net of any portion thereof distributed on such
          Distribution Date to the Holders of any other Class of Principal
          Balance Certificates pursuant to Section 4.01(a) above or pursuant to
          any prior clause of this Section 4.01(b));

               (xv) to make distributions to the Holders of the Class F
          Certificates, up to an amount equal to, and in reimbursement of, all
          Realized Losses and Additional Trust Fund Expenses, if any, previously
          allocated to such Class of Certificates pursuant to Section 4.04(a)
          and not previously reimbursed;

               (xvi) to make distributions of interest to the Holders of the
          Class G Certificates, up to an amount equal to all Distributable
          Certificate Interest in respect of such Class of Certificates for such
          Distribution Date and, to the extent not previously paid, for all
          prior Distribution Dates, if any;

               (xvii) after the Class Principal Balance of the Class F
          Certificates has been reduced to zero, to make distributions of
          principal to the Holders of the Class G Certificates, up to an amount
          (not to exceed the Class Principal Balance of such Class of
          Certificates outstanding immediately prior to such Distribution Date)
          equal to the entire Principal Distribution Amount for such
          Distribution Date (net of any portion thereof distributed on such
          Distribution Date to the Holders of any other Class of Principal
          Balance Certificates pursuant to Section 4.01(a) above or pursuant to
          any prior clause of this Section 4.01(b));

               (xviii) to make distributions to the Holders of the Class G
          Certificates, up to an amount equal to, and in reimbursement of, all
          Realized Losses and Additional Trust Fund Expenses, if any, previously
          allocated to such Class of Certificates pursuant to Section 4.04(a)
          and not previously reimbursed;

               (xix) to make distributions of interest to the Holders of the
          Class H Certificates, up to an amount equal to all Distributable
          Certificate Interest in respect of such Class of Certificates for such
          Distribution Date and, to the extent not previously paid, for all
          prior Distribution Dates, if any;

               (xx) after the Class Principal Balance of the Class G
          Certificates has been reduced to zero, to make distributions of
          principal to the Holders of the Class H Certificates, up to an amount
          (not to exceed the Class Principal Balance of such Class of
          Certificates outstanding immediately prior to such Distribution Date)
          equal to the entire Principal Distribution Amount for such
          Distribution Date (net of any portion thereof distributed on such
          Distribution Date to the Holders of any other Class of Principal
          Balance Certificates pursuant to Section 4.01(a) above or pursuant to
          any prior clause of this Section 4.01(b));

               (xxi) to make distributions to the Holders of the Class H
          Certificates, up to an amount equal to, and in reimbursement of, all
          Realized Losses and Additional Trust Fund Expenses, if any, previously
          allocated to such Class of Certificates pursuant to Section 4.04(a)
          and not previously reimbursed;

                                     -169-
<PAGE>

               (xxii) to make distributions of interest to the Holders of the
          Class J Certificates, up to an amount equal to all Distributable
          Certificate Interest in respect of such Class of Certificates for such
          Distribution Date and, to the extent not previously paid, for all
          prior Distribution Dates, if any;

               (xxiii) after the Class Principal Balance of the Class H
          Certificates has been reduced to zero, to make distributions of
          principal to the Holders of the Class J Certificates, up to an amount
          (not to exceed the Class Principal Balance of such Class of
          Certificates outstanding immediately prior to such Distribution Date)
          equal to the entire Principal Distribution Amount for such
          Distribution Date (net of any portion thereof distributed on such
          Distribution Date to the Holders of any other Class of Principal
          Balance Certificates pursuant to Section 4.01(a) above or pursuant to
          any prior clause of this Section 4.01(b));

               (xxiv) to make distributions to the Holders of the Class J
          Certificates, up to an amount equal to, and in reimbursement of, all
          Realized Losses and Additional Trust Fund Expenses, if any, previously
          allocated to such Class of Certificates pursuant to Section 4.04(a)
          and not previously reimbursed;

               (xxv) to make distributions of interest to the Holders of the
          Class K Certificates, up to an amount equal to all Distributable
          Certificate Interest in respect of such Class of Certificates for such
          Distribution Date and, to the extent not previously paid, for all
          prior Distribution Dates, if any;

               (xxvi) after the Class Principal Balance of the Class J
          Certificates has been reduced to zero, to make distributions of
          principal to the Holders of the Class K Certificates, up to an amount
          (not to exceed the Class Principal Balance of such Class of
          Certificates outstanding immediately prior to such Distribution Date)
          equal to the entire Principal Distribution Amount for such
          Distribution Date (net of any portion thereof distributed on such
          Distribution Date to the Holders of any other Class of Principal
          Balance Certificates pursuant to Section 4.01(a) above or pursuant to
          any prior clause of this Section 4.01(b));

               (xxvii) to make distributions to the Holders of the Class K
          Certificates, up to an amount equal to, and in reimbursement of, all
          Realized Losses and Additional Trust Fund Expenses, if any, previously
          allocated to such Class of Certificates pursuant to Section 4.04(a)
          and not previously reimbursed;

               (xxviii) to make distributions of interest to the Holders of the
          Class L Certificates, up to an amount equal to all Distributable
          Certificate Interest in respect of such Class of Certificates for such
          Distribution Date and, to the extent not previously paid, for all
          prior Distribution Dates, if any;

               (xxix) after the Class Principal Balance of the Class K
          Certificates has been reduced to zero, to make distributions of
          principal to the Holders of the Class L Certificates, up to an amount
          (not to exceed the Class Principal Balance of such Class of
          Certificates outstanding immediately prior to such Distribution Date)
          equal to the entire Principal Distribution Amount for such
          Distribution Date (net of any portion thereof distributed on such
          Distribution Date to the Holders of any other Class of Principal
          Balance Certificates pursuant to Section 4.01(a) above or pursuant to
          any prior clause of this Section 4.01(b));

                                     -170-
<PAGE>

               (xxx) to make distributions to the Holders of the Class L
          Certificates, up to an amount equal to, and in reimbursement of, all
          Realized Losses and Additional Trust Fund Expenses, if any, previously
          allocated to such Class of Certificates pursuant to Section 4.04(a)
          and not previously reimbursed;

               (xxxi) to make distributions of interest to the Holders of the
          Class M Certificates, up to an amount equal to all Distributable
          Certificate Interest in respect of such Class of Certificates for such
          Distribution Date and, to the extent not previously paid, for all
          prior Distribution Dates, if any;

               (xxxii) after the Class Principal Balance of the Class L
          Certificates has been reduced to zero, to make distributions of
          principal to the Holders of the Class M Certificates, up to an amount
          (not to exceed the Class Principal Balance of such Class of
          Certificates outstanding immediately prior to such Distribution Date)
          equal to the entire Principal Distribution Amount for such
          Distribution Date (net of any portion thereof distributed on such
          Distribution Date to the Holders of any other Class of Principal
          Balance Certificates pursuant to Section 4.01(a) above or pursuant to
          any prior clause of this Section 4.01(b));

               (xxxiii) to make distributions to the Holders of the Class M
          Certificates, up to an amount equal to, and in reimbursement of, all
          Realized Losses and Additional Trust Fund Expenses, if any, previously
          allocated to such Class of Certificates pursuant to Section 4.04(a)
          and not previously reimbursed;

               (xxxiv) to make distributions of interest to the Holders of the
          Class N Certificates, up to an amount equal to all Distributable
          Certificate Interest in respect of such Class of Certificates for such
          Distribution Date and, to the extent not previously paid, for all
          prior Distribution Dates, if any;

               (xxxv) after the Class Principal Balance of the Class M
          Certificates has been reduced to zero, to make distributions of
          principal to the Holders of the Class N Certificates, up to an amount
          (not to exceed the Class Principal Balance of such Class of
          Certificates outstanding immediately prior to such Distribution Date)
          equal to the entire Principal Distribution Amount for such
          Distribution Date (net of any portion thereof distributed on such
          Distribution Date to the Holders of any other Class of Principal
          Balance Certificates pursuant to Section 4.01(a) above or pursuant to
          any prior clause of this Section 4.01(b));

               (xxxvi) to make distributions to the Holders of the Class N
          Certificates, up to an amount equal to, and in reimbursement of, all
          Realized Losses and Additional Trust Fund Expenses, if any, previously
          allocated to such Class of Certificates pursuant to Section 4.04(a)
          and not previously reimbursed;

               (xxxvii) to make distributions of interest to the Holders of the
          Class P Certificates, up to an amount equal to all Distributable
          Certificate Interest in respect of such Class of Certificates for such
          Distribution Date and, to the extent not previously paid, for all
          prior Distribution Dates, if any;

               (xxxviii) after the Class Principal Balance of the Class N
          Certificates has been reduced to zero, to make distributions of
          principal to the Holders of the Class P Certificates, up


                                     -171-
<PAGE>

          to an amount (not to exceed the Class Principal Balance of such Class
          of Certificates outstanding immediately prior to such Distribution
          Date) equal to the entire Principal Distribution Amount for such
          Distribution Date (net of any portion thereof distributed on such
          Distribution Date to the Holders of any other Class of Principal
          Balance Certificates pursuant to Section 4.01(a) above or pursuant to
          any prior clause of this Section 4.01(b));

               (xxxix) to make distributions to the Holders of the Class P
          Certificates, up to an amount equal to, and in reimbursement of, all
          Realized Losses and Additional Trust Fund Expenses, if any, previously
          allocated to such Class of Certificates pursuant to Section 4.04(a)
          and not previously reimbursed;

               (xl) to make distributions of interest to the Holders of the
          Class Q Certificates, up to an amount equal to all Distributable
          Certificate Interest in respect of such Class of Certificates for such
          Distribution Date and, to the extent not previously paid, for all
          prior Distribution Dates, if any;

               (xli) after the Class Principal Balance of the Class P
          Certificates has been reduced to zero, to make distributions of
          principal to the Holders of the Class Q Certificates, up to an amount
          (not to exceed the Class Principal Balance of such Class of
          Certificates outstanding immediately prior to such Distribution Date)
          equal to the entire Principal Distribution Amount for such
          Distribution Date (net of any portion thereof distributed on such
          Distribution Date to the Holders of any other Class of Principal
          Balance Certificates pursuant to Section 4.01(a) above or pursuant to
          any prior clause of this Section 4.01(b));

               (xlii) to make distributions to the Holders of the Class Q
          Certificates, up to an amount equal to, and in reimbursement of, all
          Realized Losses and Additional Trust Fund Expenses, if any, previously
          allocated to such Class of Certificates pursuant to Section 4.04(a)
          and not previously reimbursed;

               (xliii) to make distributions of interest to the Holders of the
          Class S Certificates, up to an amount equal to all Distributable
          Certificate Interest in respect of such Class of Certificates for such
          Distribution Date and, to the extent not previously paid, for all
          prior Distribution Dates, if any;

               (xliv) after the Class Principal Balance of the Class Q
          Certificates has been reduced to zero, to make distributions of
          principal to the Holders of the Class S Certificates, up to an amount
          (not to exceed the Class Principal Balance of such Class of
          Certificates outstanding immediately prior to such Distribution Date)
          equal to the entire Principal Distribution Amount for such
          Distribution Date (net of any portion thereof distributed on such
          Distribution Date to the Holders of any other Class of Principal
          Balance Certificates pursuant to Section 4.01(a) above or pursuant to
          any prior clause of this Section 4.01(b));

               (xlv) to make distributions to the Holders of the Class S
          Certificates, up to an amount equal to, and in reimbursement of, all
          Realized Losses and Additional Trust Fund Expenses, if any, previously
          allocated to such Class of Certificates pursuant to Section 4.04(a)
          and not previously reimbursed;

                                     -172-
<PAGE>

               (xlvi) to make distributions to the Holders of the Class R-III
          Certificates, up to an amount equal to the excess, if any, of (A) the
          aggregate distributions (other than distributions of Net Prepayment
          Consideration) deemed made in respect of the REMIC II Regular
          Interests on such Distribution Date pursuant to Section 4.01(j), over
          (B) the aggregate distributions made in respect of the Regular
          Interest Certificates on such Distribution Date pursuant to Section
          4.01(a) above and Section 4.01(b)(i) through Section 4.01(b)(xlv)
          above;

               (xlvii) to make distributions to the Holders of the Class R-II
          Certificates, up to an amount equal to the excess, if any, of (A) the
          aggregate distributions (other than distributions of Net Prepayment
          Consideration) deemed made in respect of the REMIC I Regular Interests
          on such Distribution Date pursuant to Section 4.01(k), over (B) the
          aggregate distributions (other than distributions of Net Prepayment
          Consideration) deemed made in respect of the REMIC II Regular
          Interests on such Distribution Date pursuant to Section 4.01(j); and

               (xlviii) to make distributions to the Holders of the Class R-I
          Certificates, up to an amount equal to the excess, if any, of (A) the
          Available Distribution Amount for such Distribution Date, over (B) the
          aggregate distributions made in respect of the other Classes of
          Certificates on such Distribution Date pursuant to Section 4.01(a)
          above and Sections 4.01(b)(i) through Section 4.01(b)(xlvii) above.

                  (c) On each Distribution Date, the Trustee shall withdraw from
the Collection Account any amount received in respect of any Mortgage Loan or
REO Mortgage Loan during the related Collection Period that represents Net
Prepayment Consideration and shall distribute such Net Prepayment Consideration
to the Holders of the respective Classes of Principal Balance Certificates
(other than any Excluded Class) entitled to distributions of principal pursuant
to Section 4.01(a) or Section 4.01(b) on such Distribution Date, up to an amount
equal to, and pro rata based on, the respective Prepayment Consideration
Entitlements for such Classes of Certificates for such Distribution Date.

                  Any Net Prepayment Consideration not otherwise distributed in
respect of the Principal Balance Certificates pursuant to the foregoing
paragraph of this Section 4.01(c) shall be distributed to the Holders of the
Class X-CL Certificates. Any Net Prepayment Consideration distributed in respect
of the Class X-CL Certificates on any Distribution Date shall be deemed to have
been distributed in respect of the respective REMIC III Components of the Class
X-CL Certificates, on a pro rata basis in accordance with the respective amounts
by which the Component Notional Amounts of such REMIC III Components were
reduced on such Distribution Date by deemed distributions of principal pursuant
to Section 4.01(j).

                  (d) On each Distribution Date, the Trustee shall withdraw from
the Collection Account any amounts that represent Additional Interest actually
collected on the ARD Mortgage Loans and any successor REO Mortgage Loans during
the related Collection Period and shall distribute such amounts to the Holders
of the Class V Certificates.

                  (e) All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated pro rata among the
outstanding Certificates in such Class based on their respective Percentage
Interests. Except as otherwise provided below, all such distributions with
respect to each Class on each Distribution Date shall be made to the
Certificateholders of the respective Class of record at the close of business on
the related Record Date and shall be made by wire transfer of


                                     -173-
<PAGE>

immediately available funds to the account of any such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
Distribution Dates), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. The final
distribution on each Certificate (determined, in the case of a Principal Balance
Certificate, without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to such Certificate
pursuant to Section 4.04(a)) will be made in a like manner, but only upon
presentation and surrender of such Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution. Prior to any termination of the Trust Fund pursuant
to Section 9.01, any distribution that is to be made with respect to a
Certificate in reimbursement of a Realized Loss or Additional Trust Fund Expense
previously allocated thereto, which reimbursement is to occur after the date on
which such Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Certificateholder that
surrendered such Certificate as such address last appeared in the Certificate
Register or to any other address of which the Trustee was subsequently notified
in writing. If such check is returned to the Trustee, then the Trustee, directly
or through an agent, shall take such reasonable steps to contact the related
Holder and deliver such check as it shall deem appropriate. Any funds in respect
of a check returned to the Trustee shall be set aside by the Trustee and held
uninvested in trust and credited to the account of the appropriate Holder. The
costs and expenses of locating the appropriate Holder and holding such funds
shall be paid out of such funds. No interest shall accrue or be payable to any
former Holder on any amount held in trust hereunder. If the Trustee has not,
after having taken such reasonable steps, located the related Holder by the
second anniversary of the initial sending of a check, the Trustee shall, subject
to applicable law, distribute the unclaimed funds to the Class R-III
Certificateholders.

                  (f) Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect participating
firm") for which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the related Certificate Owners that it represents. None of
the Trustee, the Certificate Registrar, the Depositor or the Master Servicer
shall have any responsibility therefor except as otherwise provided by this
Agreement or applicable law. The Trustee and the Depositor shall perform their
respective obligations under the Letter of Representations among the Depositor,
the Trustee and the initial Depository dated as of the Closing Date and
pertaining to the Book-Entry Certificates.

                  (g) The rights of the Certificateholders to receive
distributions from the proceeds of the Trust Fund in respect of the
Certificates, and all rights and interests of the Certificateholders in and to
such distributions, shall be as set forth in this Agreement. Neither the Holders
of any Class of Certificates nor any party hereto shall in any way be
responsible or liable to the Holders of any other Class of Certificates in
respect of amounts properly previously distributed on the Certificates.

                  (h) Except as otherwise provided in Section 9.01, whenever the
Trustee receives written notification of or expects that the final distribution
with respect to any Class of Certificates


                                     -174-
<PAGE>

(determined, in the case of a Class of Principal Balance Certificates, without
regard to any possible future reimbursement of any Realized Loss or Additional
Trust Fund Expense previously allocated to such Class of Certificates pursuant
to Section 4.04(a)) will be made on the next Distribution Date, the Trustee
shall, no later than the second Business Day prior to such Distribution Date,
mail to each Holder of record of such Class of Certificates on such date a
notice to the effect that:

               (i) the Trustee expects that the final distribution with respect
          to such Class of Certificates will be made on such Distribution Date
          but only upon presentation and surrender of such Certificates at the
          office of the Certificate Registrar or at such other location therein
          specified, and

               (ii) no interest shall accrue on such Certificates from and after
          the end of the Interest Accrual Period for such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(h) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, then the Trustee, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust pursuant to this paragraph. If all of the Certificates shall not
have been surrendered for cancellation by the second anniversary of the delivery
of the second notice, the Trustee shall, subject to applicable law, distribute
to the Class R-III Certificateholders all unclaimed funds and other assets which
remain subject thereto.

                  (i) Notwithstanding any other provision of this Agreement, the
Trustee shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Trustee reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. If the Trustee
does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholders.

                  (j) All distributions made in respect of each Class of
Principal Balance Certificates on each Distribution Date (including the Final
Distribution Date) pursuant to Section 4.01(a), Section 4.01(b), Section 4.01(c)
or Section 9.01 shall be deemed to have first been distributed from REMIC II to
REMIC III in respect of the Corresponding REMIC II Regular Interest(s) for such
Class of Certificates; and all distributions made in respect of each Class of
Interest Only Certificates on each Distribution Date pursuant to Section
4.01(a), Section 4.01(c) or Section 9.01, and allocable to any particular REMIC
III Component of such Class of Certificates, shall be deemed to have first been
distributed from REMIC II


                                     -175-
<PAGE>

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 interest, of principal, of additional
interest (in the form of Net Prepayment Consideration) or in reimbursement of
any Realized Losses and Additional Trust Fund Expenses previously allocated to
such Class of Certificates, then the corresponding distribution deemed to be
made on a REMIC II Regular Interest pursuant to the preceding sentence (and, if
applicable the next paragraph) shall be deemed to also be, respectively, a
distribution of 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.

                  Each Class of Principal Balance Certificates shall have one
Corresponding REMIC II Regular Interest, except for the Class A-5 Certificates,
which shall have two Corresponding REMIC II Regular Interests, and the Class D
Certificates, which shall also have two Corresponding REMIC II Regular
Interests. Deemed distributions of interest made on REMIC II Regular Interest
A-5-1 and REMIC II Regular Interest A-5-2 (or, alternatively, on REMIC II
Regular Interest D-1 and REMIC II Regular Interest D-2) shall be allocated
between those two REMIC II Regular Interests on a pro rata basis in accordance
with the respective amounts of interest deemed payable on each such REMIC II
Regular Interest for the subject Distribution Date. Deemed distributions of
principal made on REMIC II Regular Interest A-5-1 and REMIC II Regular Interest
A-5-2 (or, alternatively, on REMIC II Regular Interest D-1 and REMIC II Regular
Interest D-2) shall be allocated first to REMIC II Regular Interest A-5-1 (or
REMIC II Regular Interest D-1, as the case may be), until its Uncertificated
Principal Balance is reduced to zero, and then to REMIC II Regular Interest
A-5-2 (or REMIC II Regular Interest D-2, as the case may be). Deemed
distributions of additional interest (in the form of Prepayment Premiums and
Yield Maintenance Charges) made on REMIC II Regular Interest A-5-1 and REMIC II
Regular Interest A-5-2 (or, alternatively, on REMIC II Regular Interest D-1 and
REMIC II Regular Interest D-2) shall be allocated entirely to REMIC II Regular
Interest A-5-1 (or REMIC II Regular Interest D-1, as the case may be), for so
long as its Uncertificated Principal Balance is greater than zero, and then to
REMIC II Regular Interest A-5-2 (or REMIC II Regular Interest D-2, as the case
may be). Deemed distributions in reimbursement of previously allocated Realized
Losses and Additional Trust Fund Expenses made on REMIC II Regular Interest
A-5-1 and REMIC II Regular Interest A-5-2 (or, alternatively, on REMIC II
Regular Interest D-1 and REMIC II Regular Interest D-2) shall be allocated
between those two REMIC II Regular Interests on a pro rata basis in accordance
with the respective amounts deemed reimbursable with respect thereto for the
subject Distribution Date.

                  The actual distributions made by the Trustee on each
Distribution Date in respect of the REMIC III Certificates pursuant to Section
4.01(a), Section 4.01(b), Section 4.01(c) or Section 9.01, as applicable, shall
be deemed to have been so made from the amounts deemed distributed in respect of
the REMIC II Regular Interests on such Distribution Date pursuant to this
Section 4.01(j). Notwithstanding the deemed distributions on the REMIC II
Regular Interests described in this Section 4.01(j), actual distributions of
funds from the Collection Account shall be made only in accordance with Section
4.01(a), Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section 9.01, as
applicable.

                  (k) On each Distribution Date, including the Final
Distribution Date, the Available Distribution Amount for such date shall be
deemed to have first been distributed from REMIC I to REMIC II in respect of the
REMIC I Regular Interests, in each case to the extent of the remaining portions
of such funds, for the following purposes and in the following order of
priority:

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               (i) as deemed distributions of interest in respect of all the
          REMIC I Regular Interests, up to an amount equal to, and pro rata in
          accordance with, all Uncertificated Distributable Interest in respect
          of each REMIC I Regular Interest for such Distribution Date and, to
          the extent not previously deemed distributed, for all prior
          Distribution Dates;

               (ii) as deemed distributions of principal in respect of all the
          REMIC I Regular Interests, up to an amount equal to, and pro rata in
          accordance with, as to each REMIC I Regular Interest, the portion of
          the Principal Distribution Amount for such Distribution Date
          attributable to the related Mortgage Loan or any successor REO
          Mortgage Loan (or, in the case of each of REMIC I Regular Interest
          UBSW-1 and REMIC I Regular Interest UBSW-2, the applicable component
          of the Mortgage Note for the UBS Warburg Building Mortgage Loan or any
          successor REO Mortgage Loan); and

               (iii) as deemed distributions in respect of all the REMIC I
          Regular Interests, up to an amount equal to, pro rata in accordance
          with, and in reimbursement of, any Realized Losses and Additional
          Trust Fund Expenses previously allocated to each REMIC I Regular
          Interest (with compounded interest).

                  Any Net Prepayment Consideration distributed to any Class of
Regular Interest Certificates on any Distribution Date shall, in each case, be
deemed to have been distributed from REMIC I to REMIC II in respect of the REMIC
I Regular Interest corresponding to the prepaid Mortgage Loan or REO Mortgage
Loan (or, in the case of each of REMIC I Regular Interest UBSW-1 and REMIC I
Regular Interest UBSW-2, the applicable component of the Mortgage Note for the
UBS Warburg Building Mortgage Loan or any successor REO Mortgage Loan), as the
case may be, in respect of which such Net Prepayment Consideration was received.

                  SECTION 4.02. Statements to Certificateholders; CMSA Loan
Periodic Update File.

                  (a) On each Distribution Date, the Trustee shall provide or
make available electronically to the Depositor, the Underwriters, the Master
Servicer, the Special Servicer, the Controlling Class Representative, each
Rating Agency, the Holders of each Class of Certificates and, upon their written
request to the Trustee, any Certificate Owners of the Book-Entry Certificates as
may be identified to the reasonable satisfaction of the Trustee, a statement,
substantially in the form attached hereto as Exhibit B (a "Distribution Date
Statement"), which shall also include the CMSA Bond Level File and the CMSA
Collateral Summary File, based on information provided to it by the Master
Servicer and 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;

                                     -177-
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               (iv) the amount of the distribution on such Distribution Date to
          the Holders of each Class of Principal Balance Certificates in
          reimbursement of previously allocated Realized Losses and Additional
          Trust Fund Expenses;

               (v) the Available Distribution Amount for such Distribution Date;

               (vi) the aggregate amount of P&I Advances made in respect of the
          Mortgage Pool for the prior Distribution Date pursuant to Section
          4.03(a) and/or Section 4.03A(a);

               (vii) (A) the aggregate amount of unreimbursed P&I Advances that
          had been outstanding with respect to the Mortgage Pool at the close of
          business on the related Determination Date and the aggregate amount of
          any interest accrued and payable to the Master Servicer, the Trustee
          or the Fiscal Agent in respect of such unreimbursed P&I Advances in
          accordance with Section 4.03(d) or 4.03A(d) as of the close of
          business on such Determination Date and (B) the aggregate amount of
          unreimbursed Servicing Advances that had been outstanding with respect
          to the Mortgage Pool as of the close of business on the related
          Determination Date and the aggregate amount of interest accrued and
          payable to the Master Servicer, the Special Servicer, the Trustee or
          the Fiscal Agent in respect of such unreimbursed Servicing Advances in
          accordance with Section 3.11(g) as of the close of business on such
          related Determination Date;

               (viii) the aggregate unpaid principal balance of the Mortgage
          Pool outstanding as of the close of business on the related
          Determination Date and the aggregate Stated Principal Balance of the
          Mortgage Pool outstanding immediately before and immediately after
          such Distribution Date;

               (ix) the number, aggregate unpaid principal balance, weighted
          average remaining term to maturity and weighted average Mortgage Rate
          of the Mortgage Loans (other than REO Loans) as of the close of
          business on the related Determination Date;

               (x) the number, aggregate unpaid principal balance (as of the
          close of business on the related Determination Date and aggregate
          Stated Principal Balance (immediately after such Distribution Date) of
          Mortgage Loans (A) delinquent 30 to 59 days, (B) delinquent 60 to 89
          days, (C) delinquent 90 or more days, (D) as to which foreclosure
          proceedings have been commenced, and (E) as to which, to the knowledge
          of the Master Servicer or the Special Servicer, as applicable,
          bankruptcy proceedings have commenced in respect of the related
          Mortgagor;

               (xi) as to each Mortgage Loan referred to in the preceding clause
          (x) above, (A) the loan number thereof, (B) the Stated Principal
          Balance thereof immediately following such Distribution Date and (C)
          whether the delinquency is in respect of its Balloon Payment;

               (xii) with respect to any Mortgage Loan as to which a Liquidation
          Event occurred during the related Collection Period (other than a
          payment in full), (A) the loan number thereof, (B) the nature of the
          Liquidation Event and, in the case of a Final Recovery Determination,
          a brief description of the basis for such Final Recovery
          Determination, (C) the aggregate of all Liquidation Proceeds and other
          amounts received in connection with such Liquidation Event (separately
          identifying the portion thereof allocable to distributions on the


                                     -178-
<PAGE>

          Certificates), and (D) the amount of any Realized Loss in connection
          with such Liquidation Event;

               (xiii) with respect to any REO Property that was included in the
          Trust Fund as of the close of business on the related Determination
          Date, the loan number of the related Mortgage Loan, the book value of
          such REO Property and the amount of REO Revenues and other amounts, if
          any, received with respect to such REO Property during the related
          Collection Period (separately identifying the portion thereof
          allocable to distributions on the Certificates) and, if available, the
          Appraised Value of such REO Property as expressed in the most recent
          appraisal thereof and the date of such appraisal;

               (xiv) with respect to any Mortgage Loan as to which the related
          Mortgaged Property became an REO Property during the related
          Collection Period, the loan number of such Mortgage Loan and the
          Stated Principal Balance of such Mortgage Loan as of the related
          Acquisition Date;

               (xv) with respect to any REO Property included in the Trust Fund
          as to which a Final Recovery Determination was made during the related
          Collection Period, (A) the loan number of the related Mortgage Loan,
          (B) a brief description of the basis for the Final Recovery
          Determination, (C) the aggregate of all Liquidation Proceeds and other
          amounts received with respect to such REO Property during the related
          Collection Period (separately identifying the portion thereof
          allocable to distributions on the Certificates), (D) the amount of any
          Realized Loss in respect of the related REO Loan in connection with
          such Final Recovery Determination and (E), if available, the Appraised
          Value of such REO Property as expressed in the most recent appraisal
          thereof and the date of such appraisal;

               (xvi) the Accrued Certificate Interest and Distributable
          Certificate Interest in respect of each Class of Regular Interest
          Certificates for such Distribution Date or the related Interest
          Accrual Period, as applicable;

               (xvii) any unpaid Distributable Certificate Interest in respect
          of each Class of Regular Interest Certificates after giving effect to
          the distributions made on such Distribution Date, and if the full
          amount of the Principal Distribution Amount was not distributed on
          such Distribution Date, the portion of the shortfall affecting each
          Class of Principal Balance Certificates;

               (xviii) the Pass-Through Rate for each Class of Regular Interest
          Certificates for such Distribution Date;

               (xix) the Principal Distribution Amount for such Distribution
          Date, separately identifying the respective components thereof (and,
          in the case of any Principal Prepayment or other unscheduled
          collection of principal received during the related Collection Period,
          the loan number for the related Mortgage Loan and the amount of such
          prepayment or other collection of principal);

               (xx) the aggregate of all Realized Losses incurred during the
          related Collection Period and from the Closing Date and all Additional
          Trust Fund Expenses (with a description thereof) incurred during the
          related Collection Period and from the Closing Date;

                                     -179-
<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 Special
          Servicer, the Trustee and the Fiscal Agent during the related
          Collection Period in accordance with Section 3.11(g), Section 4.03(d)
          and/or Section 4.03A(d);

               (xxv) (A) the loan number for each Required Appraisal Loan and
          any related Appraisal Reduction Amount (including an itemized
          calculation thereof) as of the related Determination Date and (B) the
          aggregate Appraisal Reduction Amount for all Required Appraisal Loans
          as of the related Determination Date;

               (xxvi) on a cumulative basis from the Cut-off Date, the number,
          aggregate Stated Principal Balance immediately after such Distribution
          Date (in the case of subclauses (A), (B) and (E)), aggregate Cut-off
          Date Balance (in the case of subclauses (C) and (D)), weighted average
          extension period (except in the case of subclause (B) and which shall
          be zero in the case of subclause (C)), and weighted average
          anticipated extension period (in the case of subclause (B)) of
          Mortgage Loans (A) as to which the maturity dates have been extended,
          (B) as to which the maturity dates are in the process of being
          extended, (C) that have paid off and were never extended, (D) as to
          which the maturity dates had previously been extended and have paid
          off and (E) as to which the maturity dates had been previously
          extended and are in the process of being further extended;

               (xxvii) the original and then current credit support levels for
          each Class of Regular Interest Certificates;

               (xxviii) the original and then current ratings, if any, for each
          Class of Regular Interest Certificates;

               (xxix) the aggregate amount of Prepayment Premiums and Yield
          Maintenance Charges collected (A) during the related Collection Period
          and (B) since the Closing Date;

               (xxx) (A) the aggregate amount of servicing compensation in
          respect of the Mortgage Pool (separately identifying the amount of
          each category of compensation) paid to the Master Servicer, the
          Special Servicer and, if payable directly out of the Trust Fund
          without a reduction in the servicing compensation otherwise payable to
          the Master Servicer or the Special Servicer, to each Sub-Servicer,
          during the related Collection Period, and (B) such other


                                     -180-
<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, Class R-III and Class V on such
          Distribution Date.

                  In the case of information to be furnished pursuant to clauses
(i) through (iv) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per Single
Certificate. In the case of information provided to the Trustee as a basis for
information to be furnished pursuant to clauses (vi) through (xv), (xix), (xx),
(xxiv), (xxv), (xxvi), (xxix) and (xxx) above, insofar as the underlying
information is solely within the control of the Special Servicer or the Master
Servicer, the Trustee may, absent manifest error, conclusively rely on the
reports to be provided by the Special Servicer or the Master Servicer.

                  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 the Distribution Date Statement shall be deemed
to have agreed to keep confidential the information therein until such
Distribution Date Statement is filed with the Commission, and the Distribution
Date Statement shall bear a legend to such effect.

                  Absent manifest error of which it has actual knowledge, none
of the Master Servicer, the Special Servicer or the Trustee shall be responsible
for the accuracy or completeness of any information supplied to it by a
Mortgagor, a Mortgage Loan Seller or third party that is included in any
reports, statements, materials or information prepared or provided by the Master
Servicer, the Special Servicer or the Trustee, as applicable, pursuant to this
Agreement. None of the Trustee, the Master Servicer or the Special Servicer
shall have any obligation to verify the accuracy or completeness of any
information provided by a Mortgagor, a Mortgage Loan Seller, a third party or
each other.

                  The Trustee shall forward a copy of each Distribution Date
Statement by mail to the Depository. The Trustee shall make available each
month, to Certificateholders, Certificate Owners, the Underwriters, the Rating
Agencies, the Controlling Class Representative, any party hereto or any Person
identified by any Certificateholder or Certificate Owner as a prospective
transferee, via the Trustee's internet website, with the use of a password
provided by the Trustee to such Person upon request and, in the case of a
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 Loans as the Trustee may have in
its possession. The Trustee shall also make all CMSA NOI Adjustment Worksheets
and CMSA Operating Statement Analysis Reports in its possession available via
its internet website in the same manner as the Certificateholder Reports. The
Trustee shall also make each Distribution Date Statement available via its
electronic bulletin board, provided that (i) the Trustee shall have received
notice from the Depositor that the Underwriters have sold the Non-Registered
Certificates to unaffiliated third parties, and (ii) 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 Distribution Date Statement shall
have been previously filed with the Commission. The Trustee will make no


                                     -181-
<PAGE>

representations or warranties as to the accuracy or completeness of such
documents and will assume no responsibility therefor.

                  The Trustee's internet website shall be located at
www.etrustee.net or at such other address as shall be specified by the Trustee
from time to time in the Distribution Date Statement and in one or more written
notices delivered to the other parties hereto, the Controlling Class
Representative (if any), the Certificateholders and the Rating Agencies. In
connection with providing access to the Trustee's internet website, the Trustee
may require the acceptance of a disclaimer. The Trustee shall not be liable for
the dissemination of information in accordance with this Agreement.

                  The Master Servicer may, but is not required to, make
available each month, to Certificateholders, Certificate Owners (that have been
confirmed as such by the Trustee), the Controlling Class Representative, the
Underwriters, the Rating Agencies or any party hereto, the Certificateholder
Reports, any CMSA NOI Adjustment Worksheet or CMSA Operating Statement Analysis
Report on its internet website. The Master Servicer will make no representations
or warranties as to the accuracy or completeness of any report not prepared by
it and will assume no responsibility for any information for which it is not the
original source.

                  The Master Servicer's internet website shall be located at
"www.firstunion.com" or at such other address as shall be specified by the
Master Servicer from time to time in one or more written notices delivered to
the other parties hereto, the Controlling Class Representative (if any), the
Certificateholders and the Rating Agencies. In connection with providing access
to the Master Servicer's internet website, the Master Servicer may require the
acceptance of a disclaimer. The Master Servicer shall not be liable for the
dissemination of information to Certificateholders and Certificate Owners in
accordance with this Agreement. Access to the Master Servicer's Website shall be
coordinated with the Trustee and shall be with the use of a password provided by
the Master Servicer, which, in the case of a Certificateholder or a Certificate
Owner, shall only be provided upon receipt by the Master Servicer from such
Person of a certification substantially in the form of Exhibit L-1.
Notwithstanding the foregoing, upon the Depositor's notifying the Master
Servicer that the Non-Registered Certificates have been sold by the Underwriters
to unaffiliated third parties, the Master Servicer may make the Unrestricted
Servicer Reports available on its internet website without a password, provided
that for so long as reports are required to be filed with the Commission in
respect of the Trust pursuant to Section 15(d) of the Exchange Act, the subject
reports shall have been previously filed with the Commission (which shall be
confirmed by the Master Servicer by request made to the Trustee).

                  Within a reasonable period of time after the end of each
calendar year, the Trustee shall send to each Person who at any time during the
calendar year was a Certificateholder of record, a report summarizing on an
annual basis (if appropriate) the items provided to Certificateholders pursuant
to clauses (i), (ii), (iii) and (iv) of the description of "Distribution Date
Statement" above and such other information as may be required to enable such
Certificateholders to prepare their federal income tax returns. Such information
shall include the amount of original issue discount accrued on each Class of
Certificates and information regarding the expenses of the Trust Fund. Such
requirement shall be deemed to be satisfied to the extent such information is
provided pursuant to applicable requirements of the Code from time to time in
force.

                                     -182-
<PAGE>

                  Upon receipt of notice from the Depositor that the
Underwriters have sold the Non-Registered Certificates to unaffiliated third
parties, the Trustee shall make available electronically or, if so requested,
forward by hard copy, on each Distribution Date, to (i) the Trepp Group (at 477
Madison Avenue, 18th Floor, New York, New York 10022 or such other address as
the Trepp Group may designate), (ii) Intex Solutions, Inc. (at 35 Highland
Circle, Needham, Massachusetts 02194, or such other address as Intex Solutions,
Inc. may hereafter designate), (iii) Charter Research Corporation (at 262
Washington Street, Boston, Massachusetts 02108, or such other address as Charter
Research Corporation may hereafter designate), and (iv) any other similar third
party information provider, a copy of the reports forwarded to the Holders of
the Certificates on such Distribution Date as described above.

                  Upon written request of the Depositor or any Underwriter,
without payment of any fee, and upon written request of any Certificateholders
or any other Person, together with payment of a reasonable fee specified by the
Trustee, the Trustee shall provide any statements, reports and/or information
contemplated by this Section 4.02(a) on computer diskette to such party (such
computer diskette and such statements, reports, and/or information thereon to
bear such appropriate disclaimers and qualifications as the Depositor and the
Trustee shall determine in their reasonable discretion).

                  If any Certificate Owner does not receive through the
Depository or any of its Depository Participants any of the statements, reports
and/or other written information described above in this Section 4.02(a) that it
would otherwise be entitled to receive if it were the Holder of a Definitive
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 and shall not be liable for any failure to
deliver any thereof on the prescribed due dates, to the extent caused by failure
to receive timely such underlying information. Nothing herein shall obligate the
Trustee, the Master Servicer or the Special Servicer to violate any applicable
law prohibiting disclosure of information with respect to any Mortgagor and the
failure of the Trustee, Master Servicer or the Special Servicer to disseminate
information for such reason shall not be a breach hereof.

                  The information to be furnished by the Trustee to the
Certificateholders pursuant to Sections 4.02(a) and (b) shall not limit the
Trustee in furnishing any such information to other Persons to whom it
determines such disclosure to be appropriate and shall not limit the Trustee in
furnishing to Certificateholders or to any Person any other information with
respect to the Mortgage Loans, the Mortgaged Properties or the Trust Fund as may
be provided to it by the Depositor, the Master Servicer or the Special Servicer
or gathered by it in any investigation or other manner from time to time (such
information, other than as described in Sections 4.02(a) and (b), is referred to
herein as "Additional Information") as it may reasonably deem necessary or
appropriate from time to time, provided that (A) the Trustee shall give the
Depositor three Business Days' advance notice before doing so, (B) any such
Additional Information shall only be furnished with the consent or at the
request of the Depositor


                                     -183-
<PAGE>

(except pursuant to clause (E) below), (C) the Trustee shall be entitled to
indicate the source of all information furnished by it, and the Trustee may
affix thereto any disclaimer it deems appropriate in its discretion, (D) the
Trustee shall notify Certificateholders of the availability of any such
information in any manner as it, in its sole discretion, may determine, and (E)
this provision shall not prevent the Trustee, whether with or without the
consent of the Depositor, from furnishing information with respect to the Trust
Fund and its administration thereof to any Person, if it reasonably determines
that the furnishing of such information is required by applicable law. The
Trustee shall forward to the Depositor any requests for Additional Information
which, for their fulfillment, require the consent of the Depositor. Nothing
herein shall be construed to impose upon the Trustee any obligation or duty to
furnish or distribute any Additional Information to any Person in any instance.

                  (b) Not later than 1:00 p.m. (New York City time) on the
second Business Day prior to each Distribution Date, the Master Servicer shall
furnish to the Trustee, 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 as of the related Determination Date

                  In the performance of its obligations set forth in Section
4.05 and its other duties hereunder, the Trustee may conclusively rely on the
CMSA Loan Periodic Update File provided to it by the Master Servicer, and the
Trustee shall not be responsible to recompute, recalculate or verify the
information provided to it by the Master Servicer. In the case of information to
be furnished by the Master Servicer to the Trustee pursuant to this Section
4.02(b), insofar as such information is solely within the control of the Special
Servicer, the Master Servicer (if other than the Special Servicer or an
Affiliate thereof) shall have no obligation to provide such information until it
has received such information from the Special Servicer, shall not be in default
hereunder due to a delay in providing the CMSA Loan Periodic Update File caused
by the Special Servicer's failure to timely provide any report required under
this Agreement and may, absent actual knowledge of an error therein,
conclusively rely on the reports to be provided by the Special Servicer. The
Master Servicer may conclusively rely on any information provided by the
Depositor or any Mortgagor with respect to the CMSA Loan Periodic Update File,
CMSA Loan Setup File, CMSA Property File and CMSA Financial File.

                  SECTION 4.03. P&I Advances.

                  (a) On or before 2:00 p.m., New York City time, on each P&I
Advance Date, the Master Servicer shall, subject to Section 4.03(c) below,
satisfy its obligations to make any required P&I Advances with respect to the
related Distribution Date in respect of the Mortgage Pool (other than the UBS
Warburg Building Loan Pair), first, by transferring to the Trustee for deposit
in the Collection Account amounts then held in the Pool Custodial Account for
future distribution to Certificateholders in subsequent months in discharge of
such obligations, and second, by remitting its own funds to the Trustee for
deposit in a Collection Account in an amount equal to the remaining portion of
such required P&I Advances. Any amounts held in the Pool Custodial Account for
future distribution and so used to make P&I Advances shall be appropriately
reflected in the Master Servicer's records and replaced by the Master Servicer
by deposit in the Pool Custodial Account on or before the next succeeding
Determination Date (to the extent not previously replaced through the deposit of
Late Collections of the delinquent principal and interest in respect of which
such P&I Advances were made). If, as of 4:00 p.m., New York City time, on any
P&I Advance Date, the Master Servicer shall not have made any P&I


                                     -184-
<PAGE>

Advance required to be made on such date pursuant to this Section 4.03(a) (and
shall not have delivered to the Trustee the requisite Officer's Certificate and
documentation related to a determination of nonrecoverability of a P&I Advance),
then the Trustee shall provide notice of such failure to a Servicing Officer of
the Master Servicer by facsimile transmission sent to telecopy no. (704)
593-7735 (or such alternative number provided by the Master Servicer to the
Trustee in writing) and by telephone at telephone no. (704) 593-7820 or (704)
593-7821 (or such alternative number provided by the Master Servicer to the
Trustee in writing) as soon as possible, but in any event before 5:00 p.m., New
York City time, on such P&I Advance Date. If after such notice by facsimile, the
Trustee does not receive the full amount of such P&I Advances by 10:00 a.m., New
York City time, on the related Distribution Date, then the Trustee (or the
Fiscal Agent on its behalf) shall make the portion of such P&I Advances that was
required to be, but was not, made by the Master Servicer on such P&I Advance
Date. If the Trustee fails to make any such P&I Advance on the related
Distribution Date, but the Fiscal Agent makes such P&I Advance on such date,
then the Trustee shall be deemed not to be in default hereunder.

                  (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, Standby Servicing Fees and any related Workout Fees, due or
deemed due, as the case may be, in respect of the Mortgage Loans (including
Balloon Mortgage Loans delinquent as to their respective Balloon Payments) and
any REO Loans in the Mortgage Pool (exclusive of the UBS Warburg Building Loan
Pair) on their respective Due Dates during the related Collection Period, in
each case to the extent such amount was not paid by or on behalf of the related
Mortgagor or otherwise collected (including received as net income from REO
Properties) as of the close of business on the related Determination Date;
provided that if it is determined that an Appraisal Reduction Amount exists with
respect to any such Mortgage Loan or REO Loan, then, in the event of subsequent
delinquencies thereon, the amount of each P&I Advance, if any, required to be
made in respect of such Mortgage Loan or REO Loan, as the case may be, during
the period that such Appraisal Reduction Amount continues to exist, shall be
reduced to equal the product of (x) the amount of the subject P&I Advance that
would otherwise be required without regard to this proviso, multiplied by (y) a
fraction, the numerator of which is equal to the Stated Principal Balance of
such Mortgage Loan or REO Loan, as the case may be, net of such Appraisal
Reduction Amount, and the denominator of which is equal to the Stated Principal
Balance of such Mortgage Loan or REO Loan, as the case may be.

                  (c) Notwithstanding anything herein to the contrary, no P&I
Advance shall be required to be made under this Section 4.03 if such P&I Advance
would, if made, constitute a Nonrecoverable P&I Advance. The determination by
the Master Servicer that it has made a Nonrecoverable P&I Advance pursuant to
this Section 4.03 or that any proposed P&I Advance, if made pursuant to this
Section 4.03, would constitute a Nonrecoverable P&I Advance, shall be evidenced
by an Officer's Certificate delivered to the Trustee, the Fiscal Agent and the
Depositor on or before the related P&I Advance Date, setting forth the basis for
such determination, together with any other information that supports such
determination, including an appraisal (which appraisal shall have been conducted
by an Independent Appraiser within the 12-month period preceding such
determination in accordance with the standards of the Appraisal Institute taking
into account the factors specified in Section 3.18), related Mortgagor operating
statements and financial statements, budgets and rent rolls of the related
Mortgaged Properties (to the extent available and/or in the Master Servicer's or
the Special Servicer's possession), engineers' reports, environmental surveys
and any similar reports that the Master Servicer may have


                                     -185-
<PAGE>

obtained consistent with the Servicing Standard and at the expense of the Trust
Fund, that support such determination by the Master Servicer. If, in connection
with the foregoing, it is necessary for the Master Servicer to obtain an
appraisal, the Master Servicer shall so notify the Special Servicer and consult
with the Special Servicer regarding such appraisal. The Trustee and the Fiscal
Agent shall be entitled to rely, conclusively, on any determination by the
Master Servicer that a P&I Advance, if made, would be a Nonrecoverable P&I
Advance; provided, however, that if the Master Servicer has failed to make a P&I
Advance for reasons other than a determination by the Master Servicer that such
P&I Advance would be Nonrecoverable P&I Advance, the Trustee or Fiscal Agent
shall make such Advance within the time periods required by Section 4.03(a)
unless the Trustee or the Fiscal Agent, in good faith, 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. The Trustee and the Fiscal Agent, in determining
whether or not a P&I Advance previously made is, or a proposed P&I Advance, if
made, would be, a Nonrecoverable P&I Advance shall be subject to the standards
applicable to the Master Servicer hereunder.

                  (d) Subject to the next sentence, the Master Servicer, the
Trustee and the Fiscal Agent shall 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, such interest to be
payable: (i) out of any Default Charges collected on or in respect of the
Mortgage Pool during the same Collection Period in which such Advance is
reimbursed; and (ii) to the extent that such Default Charges are insufficient,
but only if the related Advance is being reimbursed at the same time or has been
previously reimbursed pursuant to this Agreement, out of general collections on
the Mortgage Loans and REO Properties on deposit in the Pool Custodial Account.
The Master Servicer shall, in accordance with Section 3.05(a), reimburse itself,
the Trustee or the Fiscal Agent, as applicable, for any outstanding P&I Advance
made thereby under this Section 4.03 as soon as practicable after funds
available for such purpose are deposited in the Pool Custodial Account, and in
no event shall interest accrue in accordance with this Section 4.03(d) 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 P&I Advance
Date.

                  SECTION 4.03A. P&I Advances on the UBS Warburg Building Loan
Pair.

                  (a) On or before 2:00 p.m., New York City time, on each UBS
Warburg Building Remittance Date, the Master Servicer shall, subject to Section
4.03A(c) below, satisfy its obligations to make any required P&I Advance on such
UBS Warburg Building Remittance Date in respect of the UBS Warburg Building Loan
Pair by depositing into the UBS Warburg Building Custodial Account, out of
amounts held in such Custodial Account for future distribution (subject to
replacement of such amounts by the following UBS Warburg Building Remittance
Date) and, if such amounts are insufficient, then out of its own funds, the
amount of such P&I Advance required to be made. If, as of 4:00 p.m., New York
City time, on any P&I Advance Date, the Master Servicer shall not have made any
P&I Advance required to be made on such date pursuant to this Section 4.03A(a)
in respect of the UBS Warburg Building Loan Pair on the preceding UBS Warburg
Building Remittance Date (and shall not have delivered to the Trustee the
requisite Officer's Certificate and documentation related to a determination of
nonrecoverability of a P&I Advance), then the Trustee shall provide notice of
such failure to a Servicing Officer of the Master Servicer by facsimile
transmission sent to telecopy no. (704) 593-7735 (or such alternative number
provided by the Master Servicer to the Trustee in writing) and by telephone at
telephone no. (704) 593-7821 (or such alternative number provided by the Master
Servicer to the Trustee in writing) as soon as possible, but in any event before
5:00 p.m., New York City time, on such P&I Advance Date. If after such notice,
the Trustee does not receive the full amount of such P&I Advance(s) by 10:00
a.m., New York City time, on


                                     -186-
<PAGE>

the related Distribution Date, then the Trustee (or the Fiscal Agent on its
behalf) shall make the portion of such P&I Advances that was required to be, but
was not, made by the Master Servicer in respect of the UBS Warburg Building
Mortgage Loan on the preceding UBS Warburg Building Remittance Date. If the
Trustee fails to make any such P&I Advance on the related Distribution Date, but
the Fiscal Agent makes such P&I Advance on such date, then the Trustee shall be
deemed not to be in default hereunder.

                  (b) The aggregate amount of the P&I Advances to be made by the
Master Servicer in respect of the UBS Warburg Building Loan Pair on any UBS
Warburg Building Remittance Date shall, subject to Section 4.03A(c) below, equal
the aggregate of the Monthly Payments and any Assumed Monthly Payments on the
UBS Warburg Building Loan Pair, net of related Master Servicing Fees, Standby
Servicing Fees and any related Workout Fees, due (or, in the case of Assumed
Monthly Payments, deemed due) in respect of the UBS Warburg Building Loan Pair
on their Due Date during the related Collection Period, but only to the extent
that such amount was not paid by or on behalf of the related Mortgagor or
otherwise collected (including received as net income from the UBS Warburg
Building Mortgaged Property after it has become an REO Property) as of the close
of business on the related Determination Date; provided that if it is determined
that an Appraisal Reduction Amount exists with respect to the UBS Warburg
Building Loan Pair, then, in the event of subsequent delinquencies on the UBS
Warburg Building Loan Pair, each P&I Advance, if any, required to be made in
respect of the Loan Pair during the period that such Appraisal Reduction Amount
continues to exist, shall be reduced to equal the product of (i) the amount of
the subject P&I Advance that would otherwise be required in respect of the UBS
Warburg Building Loan Pair without regard to this proviso and the immediately
following sentence, multiplied by (ii) a fraction, the numerator of which is
equal to the aggregate Stated Principal Balance of the UBS Warburg Building Loan
Pair, net of the Appraisal Reduction Amount as of the related Determination
Date, and the denominator of which is equal to the aggregate Stated Principal
Balance of the UBS Warburg Building Loan Pair; and provided, further, that any
reduction in the P&I Advance to be made in respect of the UBS Warburg Building
Loan Pair on any UBS Warburg Building Remittance Date in accordance with the
immediately preceding proviso shall be allocable, first, against the portion of
the delinquent Monthly Payment (other than a Balloon Payment) or the Assumed
Monthly Payment allocable to the UBS Warburg Building Companion Loan, and, then,
against the portion of the delinquent Monthly Payment (other than a Balloon
Payment) or the Assumed Monthly Payment allocable to the UBS Warburg Building
Mortgage Loan. Notwithstanding the foregoing, at the request of the UBS Warburg
Building Companion Loan Noteholder, the Master Servicer shall cease making P&I
Advances in respect of the UBS Warburg Building Companion Loan (i.e., the Master
Servicer shall not advance the portion of the delinquent Monthly Payment or the
Assumed Monthly Payment allocable to the UBS Warburg Building Companion Loan)
until such time as the UBS Warburg Building Companion Loan Noteholder requests
that such P&I Advances again commence (each such request to be made at least
five (5) Business Days prior to the date on which the P&I Advance would
otherwise be made).

                  (c) Notwithstanding anything herein to the contrary, no P&I
Advance shall be required to be made under this Section 4.03A with respect to a
Loan in the UBS Warburg Building Loan Pair if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. The determination by the Master
Servicer that any proposed P&I Advance, if made pursuant to this Section 4.03A
with respect to a Loan in the UBS Warburg Building Loan Pair, would constitute a
Nonrecoverable P&I Advance, shall be evidenced by an Officer's Certificate
delivered to the Trustee



                                     -187-
<PAGE>

and the UBS Warburg Building Companion Loan Noteholder on or before the next UBS
Warburg Building Remittance Date, setting forth the basis for such
determination, together with any other information that supports such
determination, including an appraisal (which appraisal shall be an expense
payable out of the UBS Warburg Building Custodial Account and shall have been
conducted by an Independent Appraiser in accordance with the standards of the
Appraisal Institute, within the twelve months preceding such determination of
nonrecoverability), Mortgagor operating statements and financial statements,
budgets and rent rolls of the Mortgaged Property (to the extent available and/or
in the Master Servicer's or the Special Servicer's possession), engineers'
reports, environmental surveys and any similar reports that the Master Servicer
may have obtained consistent with the Servicing Standard and that support such
determination by the Master Servicer. If, in connection with the foregoing, it
is necessary for the Master Servicer to obtain an appraisal, the Master Servicer
shall so notify the Special Servicer and consult with the Special Servicer
regarding such appraisal. The Trustee and the Fiscal Agent shall be entitled to
rely, conclusively, on any determination by the Master Servicer that a P&I
Advance to be made in respect of the UBS Warburg Building Mortgage Loan, if
made, would be a Nonrecoverable Advance; provided, however, that if the Master
Servicer has failed to make such a P&I Advance with respect to either Loan in
the UBS Warburg Building Loan Pair for reasons other than a determination by the
Master Servicer that such P&I Advance would be Nonrecoverable Advance, the
Trustee or Fiscal Agent shall make such Advance within the time periods required
by Section 4.03A(a) unless the Trustee or the Fiscal Agent, in good faith, makes
a determination prior to the times specified in Section 4.03A(a) that such P&I
Advance would be a Nonrecoverable P&I Advance. The Trustee and the Fiscal Agent,
in determining whether or not a P&I Advance previously made is, or a proposed
P&I Advance, if made, would be, a Nonrecoverable P&I Advance shall be subject to
the standards applicable to the Master Servicer hereunder.

                  (d) Subject to the next sentence, the Master Servicer, the
Trustee and the Fiscal Agent shall be entitled to receive interest at the
Reimbursement Rate in effect from time to time, compounded annually, accrued on
the amount of each P&I Advance made thereby in respect of a Loan in the UBS
Warburg Building Loan Pair under this Section 4.03A (with its own funds) for so
long as such P&I Advance is outstanding, such interest to be payable: (i) first,
out of Default Charges collected on or in respect of the UBS Warburg Building
Companion Loan during the same Collection Period in which such Advance is
reimbursed, (ii) second, out of Default Charges collected on or in respect of
the UBS Warburg Building Mortgage Loan during the same Collection Period in
which such Advance is reimbursed, and (iii) third, to the extent that the
Default Charges described in the immediately preceding clauses (i) and (ii) are
insufficient, but only if such Advance is being reimbursed at the same time or
if such Advance has been previously reimbursed, out of any other collections
that were made on or in respect of the UBS Warburg Building Loan Pair; provided
that interest on P&I Advances made with respect to the UBS Warburg Building
Companion Loan may be paid solely, pursuant to clauses (i) and (iii) above, from
Default Charges or other collections received on or in respect of the UBS
Warburg Building Companion Loan. The Master Servicer shall, in accordance with
Section 3.05A, reimburse itself, the Trustee and the Fiscal Agent, as
applicable, for any outstanding P&I Advance made thereby in respect of a Loan in
the UBS Warburg Building Loan Pair under this Section 4.03A as soon as
practicable after funds available for such purpose are deposited in the UBS
Warburg Building Custodial Account for such related Loan in the UBS Warburg
Building Loan Pair in respect of which the P&I Advance was made, and in no event
shall interest accrue in accordance with this Section 4.03A(d) on any P&I
Advance in respect of a Loan in the UBS Warburg Building Loan Pair for any UBS
Warburg Building Remittance Date as to which the corresponding Late Collection
was received by the Master Servicer or a Sub-Servicer on its behalf as of such
UBS Warburg Building Remittance Date.

                                     -188-
<PAGE>

                  SECTION 4.04. Allocation of Realized Losses and Additional
Trust Fund Expenses

                  (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the Trustee
shall determine the amount, if any, by which (i) the then aggregate of the Class
Principal Balances of all the Classes of Principal Balance Certificates, exceeds
(ii) the aggregate Stated Principal Balance of the Mortgage Pool that will be
outstanding immediately following such Distribution Date. If such excess does
exist, then the Class Principal Balances of the Class S, Class Q, Class P, Class
N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class
D, Class C and Class B Certificates shall be reduced sequentially, in that
order, in each case, until such excess or the related Class Principal Balance is
reduced to zero (whichever occurs first). If, after the foregoing reductions,
the amount described in clause (i) of the second preceding sentence still
exceeds the amount described in clause (ii) of such sentence, then the
respective Class Principal Balances of all the outstanding Classes of the Class
A Certificates shall be reduced on a pro rata basis in accordance with the
relative sizes of such Class Principal Balances, until any such remaining excess
is reduced to zero. All such reductions in the Class Principal Balances of the
respective Classes of the Principal Balance Certificates shall constitute
allocations of Realized Losses and Additional Trust Fund Expenses.

                  (b) On each Distribution Date, following the deemed
distributions to be made in respect of the REMIC II Regular Interests on such
date pursuant to Section 4.01(j), the Trustee shall determine the amount, if
any, by which (i) the then aggregate Uncertificated Principal Balance of the
REMIC II Regular Interests, exceeds (ii) the aggregate Stated Principal Balance
of the Mortgage Pool that will be outstanding immediately following such
Distribution Date. If such excess does exist, then the Uncertificated Principal
Balances of REMIC II Regular Interest S, REMIC II Regular Interest Q, REMIC II
Regular Interest P, REMIC II Regular Interest N, REMIC II Regular Interest M,
REMIC II Regular Interest L, REMIC II Regular Interest K, REMIC II Regular
Interest J, REMIC II Regular Interest H, REMIC II Regular Interest G, REMIC II
Regular Interest F, REMIC II Regular Interest E, REMIC II Regular Interest D-1,
REMIC II Regular Interest D-2, REMIC II Regular Interest C and REMIC II Regular
Interest B shall be reduced sequentially, in that order, in each case, until
such excess or the related Uncertificated Principal Balance is reduced to zero
(whichever occurs first). If, after the foregoing reductions, the amount
described in clause (i) of the second preceding sentence still exceeds the
amount described in clause (ii) of such sentence, then the respective
Uncertificated Principal Balances of (A) REMIC II Regular Interest A-1, (B)
REMIC II Regular Interest A-2, (C) REMIC II Regular Interest A-3, (D) REMIC II
Regular Interest A-4 and (E) REMIC II Regular Interest A-5-1 and REMIC II
Regular Interest A-5-2, as a collective matter in the order described in the
next sentence, shall be reduced on a pro rata basis in accordance with the
relative sizes of such Uncertificated Principal Balances, until any such
remaining excess is reduced to zero. Any reductions in the Uncertificated
Principal Balances of REMIC II Regular Interest A-5-1 and REMIC II Regular
Interest A-5-2 pursuant to the prior sentence shall be made: first, to the
Uncertificated Principal Balance of REMIC II Regular Interest A-5-1, until such
Uncertificated Principal Balance is reduced to zero; and second, to the
Uncertificated Principal Balance of REMIC II Regular Interest A-5-2. All such
reductions in the Uncertificated Principal Balances of the respective REMIC II
Regular Interests shall be deemed to constitute allocations of Realized Losses
and Additional Trust Fund Expenses.

                  (c) On each Distribution Date, following the deemed
distributions to be made in respect of the REMIC I Regular Interests pursuant to
Section 4.01(k), the Uncertified Principal Balance of each REMIC I Regular
Interest (after taking account of such deemed distributions) shall be reduced to


                                     -189-
<PAGE>

equal the Stated Principal Balance of the related Mortgage Loan or REO Mortgage
Loan (or, in the case of REMIC II Regular Interest UBSW-1 and REMIC II Regular
Interest UBSW-2, the respective portions of that Stated Principal Balance
allocable to the related components of the Mortgage Note for the UBS Warburg
Building Mortgage Loan or any successor REO Mortgage Loan), as the case may be,
that will be outstanding immediately following such Distribution Date. Any such
reductions in the Uncertificated Principal Balances of the respective REMIC I
Regular Interests shall be deemed to constitute allocations of Realized Losses
and Additional Trust Fund Expenses.

                  SECTION 4.05. Calculations.

                  The Trustee shall, provided it receives the necessary
information from the Master Servicer and the Special Servicer, be responsible
for performing all calculations necessary in connection with the actual and
deemed distributions and allocations to be made pursuant to Section 4.01 and
Article IX and the actual and deemed allocations of Realized Losses and
Additional Trust Fund Expenses to be made pursuant to Section 4.04. The Trustee
shall calculate the Available Distribution Amount for each Distribution Date and
shall allocate such amount among Certificateholders in accordance with this
Agreement, and the Trustee shall have no obligation to recompute, recalculate or
verify any information provided to it by the Special Servicer or Master
Servicer. The calculations by the Trustee of such amounts shall, in the absence
of manifest error, be presumptively deemed to be correct for all purposes
hereunder.

                  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.

                                     -190-
<PAGE>

                                   ARTICLE V

                                THE CERTIFICATES


                  SECTION 5.01. The Certificates.

                  (a) The Certificates will be substantially in the respective
forms attached hereto as Exhibits A-1, A-2, A-3, A-4, A-5, A-6 and A-7; provided
that any of the Certificates may be issued with appropriate insertions,
omissions, substitutions and variations, and may have imprinted or otherwise
reproduced thereon such legend or legends, not inconsistent with the provisions
of this Agreement, as may be required to comply with any law or with rules or
regulations pursuant thereto, or with the rules of any securities market in
which the Certificates are admitted to trading, or to conform to general usage.
The Certificates will be issuable in registered form only; provided, however,
that in accordance with Section 5.03, beneficial ownership interests in the
Registered Certificates and the Class X-CL, Class X-CP, Class F, Class G, Class
H and Class J Certificates shall initially be held and transferred through the
book-entry facilities of the Depository. The Regular Interest Certificates will
be issuable only in denominations corresponding to initial Certificate Principal
Balances or initial Certificate Notional Amounts, as the case may be, as of the
Closing Date of $10,000 in the case of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class B, Class C, Class D and Class E 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 Certificates, the
Class R-II Certificates, the Class R-III and the 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


                                     -191-
<PAGE>

Securities Trust Services Group--LB-UBS Commercial Mortgage Trust, Series
2001-C7. The Certificate Registrar may appoint, by a written instrument
delivered to the Depositor, the Master Servicer, the Special Servicer and (if
the Trustee is not the Certificate Registrar) the Trustee, any other bank or
trust company to act as Certificate Registrar under such conditions as the
predecessor Certificate Registrar may prescribe, provided that the predecessor
Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment. If the Trustee resigns
or is removed in accordance with the terms hereof, the successor trustee shall
immediately succeed to its duties as Certificate Registrar. The Depositor, the
Trustee (if it is no longer the Certificate Registrar), the Master Servicer and
the Special Servicer shall have the right to inspect the Certificate Register or
to obtain a copy thereof at all reasonable times, and to rely conclusively upon
a certificate of the Certificate Registrar as to the information set forth in
the Certificate Register.

                  If three or more Holders make written request to the Trustee,
and such request states that such Holders desire to communicate with other
Holders with respect to their rights under this Agreement or under the
Certificates and is accompanied by a copy of the communication which such
Holders propose to transmit, then the Trustee shall, within 30 days after the
receipt of such request, afford (or cause any other Certificate Registrar to
afford) the requesting Holders access during normal business hours to the most
recent list of Certificateholders held by the Certificate Registrar.

                  (b) No Transfer of any Non-Registered Certificate or interest
therein shall be made unless that Transfer is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

                  If a Transfer of any Definitive Non-Registered Certificate is
to be made without registration under the Securities Act (other than in
connection with the initial issuance of the Non-Registered Certificates or a
Transfer of such Certificate by the Depositor, Lehman Brothers or any of their
respective Affiliates or, in the case of a Global Certificate for any Class of
Book-Entry Non-Registered Certificates, a Transfer thereof to a successor
Depository or to the applicable Certificate Owner(s) in accordance with Section
5.03), then the Certificate Registrar shall refuse to register such Transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such Transfer
substantially in the form attached hereto as Exhibit F-1 and a certificate from
such Certificateholder's prospective Transferee substantially in the form
attached hereto either as Exhibit F-2A or as Exhibit F-2B; or (ii) an Opinion of
Counsel satisfactory to the Trustee to the effect that the prospective
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Tax Administrator,
the Trustee, the Fiscal Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such Transfer from the Certificateholder desiring to effect such
Transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based.

                  If a Transfer of any interest in the Rule 144A/IAI 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


                                     -192-
<PAGE>

certificate from such Certificate Owner's prospective Transferee substantially
in the form attached hereto as Exhibit F-2C or as Exhibit F-2D, or (ii) an
Opinion of Counsel to the effect that 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. Except as
provided in the following paragraph, no interest in the Rule 144A/IAI 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/IAI Global Certificate. If any Transferee of an
interest in the Rule 144A/IAI 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 either
Exhibit F-2C or Exhibit F-2D hereto are, with respect to the subject Transfer,
true and correct. If a Qualified Institutional Buyer desires to transfer an
interest in the Rule 144A/IAI Global Certificate for any Class of Book-Entry
Non-Registered Certificates to an Institutional Accredited Investor, or if an
Institutional Accredited Investor desires to transfer an interest in the Rule
144A/IAI Global Certificate for any Class of Book-Entry Non-Registered
Certificates to a Qualified Institutional Buyer, then the subject Certificate
Owner and its prospective Transferee shall so notify the Trustee and provide the
Trustee with such written orders and instructions as are required under the
applicable procedures of the Depository as are necessary to make the appropriate
debits and credits to any separate global certificates for such Class of
Certificates that relate to Qualified Institutional Buyers and Institutional
Accredited Investors, respectively.

                  Notwithstanding the preceding paragraph, any interest in the
Rule 144A/IAI 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 preceding paragraph) by the
Depositor or any Affiliate of the Depositor to any Person who takes delivery in
the form of a beneficial interest in the Regulation S Global Certificate for
such Class of Certificates upon delivery to the Certificate Registrar of (x) a
certificate to the effect that the Certificate Owner desiring to effect such
Transfer is the Depositor or an Affiliate of the Depositor and (y) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in such Rule 144A/IAI
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the Class X-CL, Class X-CP, Class
F, Class G, Class H, Class J, Class K or Class L Certificates, as applicable, to
be transferred. Upon delivery to the Certificate Registrar of such certification
and orders and instructions, the Trustee, subject to and in accordance with the
applicable procedures of the Depository, shall reduce the denomination of the
Rule 144A/IAI Global Certificate in respect of the Class X-CL, Class X-CP, Class
F, Class G, Class H, Class J, Class K or Class L Certificates, as applicable,
and increase the denomination of the Regulation S Global Certificate for such
Class, by the denomination of the beneficial interest in such Class specified in
such orders and instructions.

                  Except as provided in the next paragraph, no beneficial
interest in the Regulation S Global Certificate for any Class of Book-Entry
Non-Registered Certificates shall be transferred to any Person who takes
delivery other than in the form of a beneficial interest in such Regulation S
Global Certificate. On and prior to the Release Date, the Certificate Owner
desiring to effect any such Transfer shall be required to obtain from such
Certificate Owner's prospective Transferee a written certification substantially
in the form set forth in Exhibit F-2E hereto certifying that such Transferee is
not a United States Securities Person. On or prior to the Release Date,
beneficial interests in the Regulation S Global Certificate for each Class of
Book-Entry Non-Registered Certificates may be held only through Euroclear or
Clearstream. The Regulation S Global

                                     -193-
<PAGE>

Certificate for each Class of Book-Entry Non-Registered Certificates shall be
deposited with the Trustee as custodian for the Depository and registered in the
name of Cede & Co. as nominee of the Depository.

                  Notwithstanding the preceding paragraph, after the Release
Date, any interest in the Regulation S Global Certificate for a Class of
Book-Entry Non-Registered Certificates may be transferred by the Depositor or
any Affiliate of the Depositor to any Person who takes delivery in the form of a
beneficial interest in the Rule 144A/IAI 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/IAI Global Certificate, that is
equal to the denomination of beneficial interests in the Class X-CL, Class X-CP,
Class F, Class G, Class H, Class J, Class K or Class L Certificates, as
applicable, to be transferred. Upon delivery to the Certificate Registrar of
such certification and orders and instructions, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Regulation S Global Certificate in respect of the Class
X-CL, Class X-CP, Class F, Class G, Class H. Class J, Class K or Class L
Certificates, as applicable, and increase the denomination of the Rule 144A/IAI
Global Certificate for such Class, by the denomination of the beneficial
interest in such Class specified in such orders and instructions.

                  None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify any Class of Non-Registered
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under this Agreement to permit the Transfer of any
Non-Registered Certificate or interest therein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of any Non-Registered Certificate or interest therein shall, and does
hereby agree to, indemnify the Depositor, the Underwriters, the Trustee, the
Fiscal Agent, the Master Servicer, the Special Servicer, the Tax Administrator
and the Certificate Registrar against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

                  (c) No Transfer of a Certificate or any interest therein shall
be made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is
directly or indirectly purchasing such Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan, if the
purchase and holding of such Certificate or interest therein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Non-Registered Certificates or any Transfer of a Non-Registered Certificate or
any interest therein by the Depositor, Lehman Brothers or any of their
respective Affiliates or, in the case of the global certificate(s) representing
a Class of Book-Entry Non-Registered Certificates, any Transfer


                                     -194-
<PAGE>

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 the Rule 144A/IAI Global Certificate for any Class of Book-Entry
Non-Registered Certificates shall be required to obtain from its prospective
Transferee, either (i) a certification to the effect that such prospective
Transferee is not a Plan and is not directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan; or (ii) alternatively, a certification to the
effect that the purchase and holding of such Certificate or interest therein by
such prospective Transferee is exempt from the prohibited transaction provisions
of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such
prohibited transactions by Sections 4975(a) and (b) of the Code, under 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 that is being acquired by or on behalf of a Plan in
reliance on the Prohibited Transaction Exemption, a certification to the effect
that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act, (Y) is not sponsored (within the meaning of
Section 3(16)(B) of ERISA) by the Trustee, the Depositor, either Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Sub-Servicer, any
Exemption Favored Party or any Mortgagor with respect to Mortgage Loans
constituting more than 5% of the aggregate unamortized principal balance of all
the Mortgage Loans determined as of the Closing Date, or by any Affiliate of
such Person, and (Z) agrees that it will obtain from each of its Transferees
that are Plans a written representation that such Transferee, if a Plan,
satisfied the requirements of the immediately preceding clauses (iii)(X) and
(iii)(Y), together with a written agreement that such Transferee will obtain
from each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(iii)(X) and (iii)(Y); or (iv) alternatively, a certification of facts and an
Opinion of Counsel which otherwise establish to the reasonable satisfaction of
the Trustee or such Certificate Owner, as the case may be, that such Transfer
will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or result in the imposition of an excise tax under Section 4975 of the
Code. It is hereby acknowledged that the forms of certification attached hereto
as Exhibit G-1 (in the case of Definitive Non-Registered Certificates) and
Exhibit G-2 (in the case of ownership interests in Book-Entry Non-Registered
Certificates) are acceptable for purposes of the preceding sentence. If any
Transferee of a Certificate (including a Registered Certificate) or any interest
therein does not, in connection with the subject Transfer, deliver to the
Certificate Registrar (in the case of a Definitive Certificate) or the
Transferor (in the case of ownership interests in a Book-Entry Certificate) any
certification and/or Opinion of Counsel contemplated by the second preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that either: (i) such Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of
such Certificate or interest therein by such Transferee is exempt from the
prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA
and the excise taxes imposed on such prohibited transactions by Sections 4975(a)
and (b) of the Code.

                  (d) (i) Each Person who has or who acquires any Ownership
Interest in a Residual Interest Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Trustee under clause
(ii) (A) below to deliver payments to a Person other than such Person and to
have irrevocably authorized the Trustee under clause (ii) (B) below to negotiate
the terms of any mandatory



                                     -195-
<PAGE>

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.

          (E)  Each Person holding or acquiring an Ownership Interest in a
               Residual Interest Certificate, by purchasing such Ownership
               Interest, agrees to give the Tax Administrator and the Trustee
               written notice that it is a "pass-through interest holder" within
               the meaning of temporary Treasury regulation section
               1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
               Interest in a Residual Interest Certificate, if it is, or is
               holding



                                     -196-
<PAGE>

               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).

          (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:

                                     -197-
<PAGE>

          (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.

                  (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.

                                     -198-
<PAGE>

                  (j) All Certificates surrendered for transfer and exchange
shall be physically canceled by the Certificate Registrar, and the Certificate
Registrar shall dispose of such canceled Certificates in accordance with its
standard procedures.

                  SECTION 5.03. Book-Entry Certificates.

                  (a) The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class B, Class C, Class D, Class E, Class X-CL, Class X-CP, Class F, Class G,
Class H, Class J, Class K and Class L Certificates shall, in the case of each
such Class, initially be issued as one or more Certificates registered in the
name of the Depository or its nominee and, except as provided in Section 5.03(c)
and 5.03(d) below, a Transfer of such Certificates may not be registered by the
Certificate Registrar unless such Transfer is to a successor Depository that
agrees to hold such Certificates for the respective Certificate Owners with
Ownership Interests therein. Such Certificate Owners shall hold and Transfer
their respective Ownership Interests in and to such Certificates through the
book-entry facilities of the Depository and, except as provided in Section
5.03(c) below, shall not be entitled to definitive, fully registered
Certificates ("Definitive Certificates") in respect of such Ownership Interests.
The Class X-CL, Class X-CP, Class F, Class G, Class H, Class J, Class K and
Class L Certificates initially sold to Qualified Institutional Buyers in
reliance on Rule 144A or to Institutional Accredited Investors 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/IAI
Global Certificate for such Class, which shall be deposited with the Trustee as
custodian for the Depository and registered in the name of Cede & Co. as nominee
of the Depository. The Class X-CL, Class X-CP, Class F, Class G, Class H, Class
J, Class K and Class L 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 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


                                     -199-
<PAGE>

(ii) the Depositor at its option advises the Trustee and the Certificate
Registrar in writing that it elects to terminate the book-entry system through
the Depository with respect to a Class of Book-Entry Certificates, the
Certificate Registrar shall notify all affected Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to such Certificate Owners requesting the same.

                  Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, the Definitive Certificates in respect of such Class to the Certificate
Owners identified in such instructions. The Depositor shall provide the
Certificate Registrar with an adequate inventory of Definitive Certificates.
None of the Depositor, the Master Servicer, the Special Servicer, the Trustee or
the Certificate Registrar shall be liable for any delay in delivery of such
instructions, and each of them may conclusively rely on, and shall be protected
in relying on, such instructions. Upon the issuance of Definitive Certificates
for purposes of evidencing ownership of any Class of Registered Certificates,
the registered holders of such Definitive Certificates shall be recognized as
Certificateholders hereunder and, accordingly, shall be entitled directly to
receive payments on, to exercise Voting Rights with respect to, and to transfer
and exchange such Definitive Certificates.

                  (d) Notwithstanding any other provisions contained herein,
neither the Trustee nor the Certificate Registrar shall have any responsibility
whatsoever to monitor or restrict the Transfer of ownership interests in any
Certificate (including but not limited to any Non-Registered Certificate or any
Subordinate Certificate) which interests are transferable through the book-entry
facilities of the Depository.

                  SECTION 5.04. Mutilated, Destroyed, Lost or Stolen
Certificates.

                  If (i) any mutilated Certificate is surrendered to the
Certificate Registrar, or the Certificate Registrar receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate, and (ii)
there is delivered to the Trustee and the Certificate Registrar such security or
indemnity as may be reasonably required by them to save each of them harmless,
then, in the absence of actual notice to the Trustee or the Certificate
Registrar that such Certificate has been acquired by a bona fide purchaser, the
Certificate Registrar shall execute and the Authenticating Agent shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of the same Class and
like Percentage Interest. Upon the issuance of any new Certificate under this
section, the Trustee and the Certificate Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of
the Trustee and the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this section shall constitute complete and
indefeasible evidence of ownership in the applicable REMIC created hereunder, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

                  SECTION 5.05. Persons Deemed Owners.

                  Prior to due presentment for registration of transfer, the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agent of any of them may treat the Person in whose
name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions pursuant to Section 4.01 and for all other
purposes whatsoever and none of the


                                     -200-
<PAGE>

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.

                                     -201-
<PAGE>

                                   ARTICLE VI

            THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER
                    AND THE CONTROLLING CLASS REPRESENTATIVE


                  SECTION 6.01. Liability of Depositor, Master Servicer and
Special Servicer.

                  The Depositor, the Master Servicer and the Special Servicer
shall be liable in accordance herewith only to the extent of the respective
obligations specifically imposed upon and undertaken by the Depositor, the
Master Servicer and the Special Servicer herein.

                  SECTION 6.02. Merger, Consolidation or Conversion of
Depositor, Master Servicer or Special Servicer.

                  Subject to the following paragraph, the Depositor, the Master
Servicer and the Special Servicer shall each keep in full effect its existence,
rights and franchises as a legal entity under the laws of the jurisdiction of
its organization, and each will obtain and preserve its qualification to do
business as a foreign entity in each jurisdiction in which such qualification is
or shall be necessary to protect the validity and enforceability of this
Agreement, the Certificates or any of the Loans and to perform its respective
duties under this Agreement.

                  Each of the Depositor, the Master Servicer and the Special
Servicer may be merged or consolidated with or into any Person, or transfer all
or substantially all of its assets (which, in the case of the Master Servicer or
the Special Servicer, may be limited to all or substantially all of its assets
related to commercial mortgage loan servicing) to any Person, in which case any
Person resulting from any merger or consolidation to which the Depositor, the
Master Servicer or the Special Servicer shall be a party, or any Person
succeeding to the business (which, in the case of the Master Servicer or the
Special Servicer, may be limited to the commercial mortgage loan servicing
business) of the Depositor, the Master Servicer or the Special Servicer, shall
be the successor of the Depositor, the Master Servicer or the Special Servicer,
as the case may be, hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that no successor or surviving
Person shall succeed to the rights of the Master Servicer or the Special
Servicer unless (i) as confirmed in writing by each of the Rating Agencies, such
succession will not result in an Adverse Rating Event, and (ii) such successor
or surviving Person makes the applicable representations and warranties set
forth in Section 3.23 (in the case of a successor or surviving Person to the
Master Servicer) or Section 3.24 (in the case of a successor or surviving Person
to the Special Servicer), as applicable.

                  SECTION 6.03. Limitation on Liability of Depositor, Master
Servicer and Special Servicer.

                  None of the Depositor, the Master Servicer or the Special
Servicer shall be under any liability to the Trust Fund, the Trustee, the
Certificateholders or the UBS Warburg Building Companion Loan Noteholder for any
action taken, or not taken, in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the
Depositor, the Master Servicer or the Special Servicer against any liability to
the Trust Fund, the Trustee, the Certificateholders or the UBS Warburg Building
Companion Loan Noteholder for the breach of a


                                     -202-
<PAGE>

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 (or, if the matter relates solely to the UBS Warburg
Building Loan Pair, out of the UBS Warburg Building 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 breach on the part
of the party seeking indemnification of a representation or warranty made
herein; or (iv) incurred by reason of willful misfeasance, bad faith or
negligence on the part of the party seeking indemnification in the performance
of its obligations or duties hereunder or negligent disregard of such
obligations or duties. None of the Depositor, the Master Servicer or the Special
Servicer shall be under any obligation to appear in, prosecute or defend any
legal action, unless such action is related to its respective duties under this
Agreement and either (i) it is specifically required hereunder to bear the costs
of such action or (ii) such action will not, in its reasonable and good faith
judgment, involve it in any ultimate expense or liability for which it would not
be reimbursed hereunder. Notwithstanding the foregoing, the Depositor, the
Master Servicer or the Special Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to the enforcement
and/or protection of the rights and duties of the parties hereto and the
interests of the Certificateholders (or, if the UBS Warburg Building Loan Pair
is affected, the rights of the Certificateholders and the UBS Warburg Building
Companion Loan Noteholder (as a collective whole)). In such event, the legal
expenses and costs of such action, and any liability resulting therefrom, shall
be expenses, costs and liabilities of the Trust Fund, and the Depositor, the
Master Servicer and the Special Servicer shall be entitled to be reimbursed
therefor from the Pool Custodial Account as provided in Section 3.05; provided,
however, that if the UBS Warburg Building Loan Pair and/or the UBS Warburg
Building Companion Loan Noteholder is involved, such expenses, costs and
liabilities shall be payable out of the UBS Warburg Building Custodial Account
pursuant to Section 3.05A and, to the extent attributable to the UBS Warburg
Building Mortgage Loan, shall also be payable out of the Pool Custodial Account
if amounts on deposit in the UBS Warburg Building 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 by the
Depositor, the Trustee, any Certificateholder or the UBS Warburg Building
Companion Loan Noteholder, subject to the provisions of Section 8.05(c).

                                     -203-
<PAGE>

                  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 Standby Servicing Fee and/or the Special Servicing
Fee, as applicable, that accrues pursuant hereto from and after the date of such
transfer shall be payable to such successor.

                  SECTION 6.05. Rights of Depositor, Trustee and the UBS Warburg
Building Companion Loan Noteholder in Respect of Master Servicer and the Special
Servicer.

                  The Master Servicer and the Special Servicer shall each afford
the Depositor, each Underwriter, the Trustee and the UBS Warburg Building
Companion Loan Noteholder, upon reasonable notice, during normal business hours
access to all records maintained thereby in respect of its rights and
obligations hereunder. Upon reasonable request, the Master Servicer and the
Special Servicer shall each furnish the Depositor, each Underwriter, the Trustee
and the UBS Warburg Building Companion Loan Noteholder with its most recent
publicly available financial statements and such other non-proprietary
information as the Master Servicer or the Special Servicer, as the case may be,
shall determine in its sole and absolute discretion as it possesses, which is
relevant to the performance of its duties hereunder and which it is not
prohibited by applicable law or contract from disclosing. The Depositor may, but
is not


                                     -204-
<PAGE>

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, Trustee and the UBS
Warburg Building Companion Loan Noteholder to Cooperate with Master Servicer.

                  The Depositor, the Special Servicer and the Trustee shall each
furnish (and the UBS Warburg Building Companion Loan Noteholder, pursuant to the
terms of the UBS Warburg Building Co-Lender and Servicing Agreement, is
obligated to furnish to the Master Servicer) such reports, certifications and
information as are reasonably requested by the Master Servicer in order to
enable it to perform its duties hereunder.

                  SECTION 6.08. Depositor, Master Servicer, Trustee and UBS
Warburg Building Companion Loan Noteholder to Cooperate with Special Servicer.

                  The Depositor, the Master Servicer and the Trustee shall each
furnish (and the UBS Warburg Building Companion Loan Noteholder, pursuant to the
terms of the UBS Warburg Building Co-Lender and Servicing Agreement, is
obligated to furnish the Special Servicer) such reports, certifications and
information as are reasonably requested by the Special Servicer in order to
enable it to perform its duties hereunder.

                  SECTION 6.09. Designation of Special Servicer and Controlling
Class Representative by the Controlling Class.

                  (a) The Holder or Holders of the Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class may at any time
and from time to time designate a Person to serve as Special Servicer hereunder
and to replace any existing Special Servicer or any Special Servicer that has
resigned or otherwise ceased to serve (including in connection with termination
pursuant to Section 7.01) as Special Servicer. Such Holder or Holders shall so
designate a Person to serve as replacement Special Servicer by the delivery to
the Trustee, the Master Servicer, the UBS Warburg Building Companion Loan
Noteholder and the existing Special Servicer of a written notice stating such
designation. The Trustee shall, promptly after receiving any such notice,
deliver to the Rating Agencies


                                     -205-
<PAGE>

an executed Notice and Acknowledgment in the form attached hereto as Exhibit
I-1. If such Holders have not replaced the Special Servicer within 30 days of
such Special Servicer's resignation or the date such Special Servicer has ceased
to serve in such capacity, the Trustee shall designate a successor Special
Servicer, subject to removal by the Controlling Class and appointment of a
successor thereto pursuant to the terms of this Section 6.09. Any designated
Person (whether designated by Holders of the Controlling Class or by the
Trustee) shall become the Special Servicer on the date as of which the Trustee
shall have received all of the following: (1) written confirmation from all of
the Rating Agencies that the appointment of such Person will not result in an
Adverse Rating Event; (2) an Acknowledgment of Proposed Special Servicer in the
form attached hereto as Exhibit I-2, executed by the designated Person, and (3)
an Opinion of Counsel (at the expense of the Person designated to become the
Special Servicer) to the effect that, upon the execution and delivery of the
Acknowledgment of Proposed Special Servicer, the designated Person shall be
bound by the terms of this Agreement and, subject to customary limitations, that
this Agreement shall be enforceable against the designated Person in accordance
with its terms. Any existing Special Servicer shall be deemed to have resigned
simultaneously with such designated Person's becoming the Special Servicer
hereunder; provided, however, that (i) the resigning Special Servicer shall
continue to be entitled to receive all amounts accrued or owing to it under this
Agreement on or prior to the effective date of such resignation, whether in
respect of Servicing Advances or otherwise, (ii) if the resigning Special
Servicer was terminated without cause, it shall be entitled to a portion of
certain Workout Fees thereafter received on the Corrected Loans (but only if and
to the extent permitted by Section 3.11(c)) and (iii) the resigning Special
Servicer shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such resignation. Such resigning Special Servicer shall
cooperate with the Trustee and the replacement Special Servicer in effecting the
termination of the resigning Special Servicer's responsibilities and rights
hereunder, including the transfer within two Business Days to the replacement
Special Servicer for administration by it of all cash amounts that shall at the
time be or should have been credited by the Special Servicer to a Custodial
Account, a Servicing Account, a Reserve Account or an REO Account or should have
been delivered to the Master Servicer or that are thereafter received with
respect to Specially Serviced Loans and REO Properties. The Trustee shall notify
the other parties hereto, the Certificateholders and the UBS Warburg Building
Companion 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 of a Special Servicer and its replacement by a Person
designated by the Holder or Holders of Certificates evidencing a majority of the
Voting Rights allocated to the Controlling Class, that are not paid by the
replacement Special Servicer shall be paid by such Holder or Holders.

                  (b) The Holder or Holders of the Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class may also select
a representative (the "Controlling Class Representative") from whom the Special
Servicer will seek advice and approval and take direction under certain
circumstances, as described herein; provided that, such Holder or Holders may
additionally select a separate representative to act as Controlling Class
Representative with respect to a designated Mortgage Loan or successor REO
Mortgage Loan; provided further that separate representatives may be selected to
act as Controlling Class Representative with respect to no more than two (2)
designated Mortgage Loans or successor REO Mortgage Loans. The Controlling Class
Representative shall be required to keep all non-public information received by
it in such capacity pursuant to this Agreement confidential and, upon its
designation as such, shall deliver to the Trustee a confirmation to such effect.

                                     -206-
<PAGE>

                  (c) Notwithstanding the foregoing, if the Controlling Class
consists of Book-Entry Certificates, then the rights of the Holders of the
Controlling Class set forth above in this Section 6.09 may be exercised directly
by the relevant Certificate Owners, provided that the identity of such
Certificate Owners has been confirmed to the Trustee to its reasonable
satisfaction.

                  SECTION 6.10. Master Servicer or Special Servicer as Owner of
a Certificate.

                  The Master Servicer, the Special Servicer or any Affiliate of
either of them may become the Holder of (or, in the case of a Book-Entry
Certificate, Certificate Owner with respect to) any Certificate with (except as
otherwise set forth in the definition of "Certificateholder") the same rights it
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 UBS
Warburg Building Companion Loan Noteholder, if the UBS Warburg Building Loan
Pair is involved) to the proposal described in the written notice, and if the
Master Servicer or the Special Servicer shall act as proposed in the written
notice within 30 days, such action shall be deemed to comply with, but not
modify, the Servicing Standard. The Trustee shall be entitled to reimbursement
from the Master Servicer or the Special Servicer, as applicable, for the
reasonable expenses of the Trustee incurred pursuant to this paragraph. It is
not the intent of the foregoing provision that the Master Servicer or the
Special Servicer be permitted to invoke the procedure set forth herein with
respect to routine servicing matters arising hereunder, but rather only in the
case of unusual circumstances.

                  SECTION 6.11. Certain Powers of the Controlling Class
Representative.

                  (a) Subject to Section 6.11(b), the Controlling Class
Representative will be entitled to advise the Special Servicer with respect to
the following actions of the Special Servicer; and, further subject to Section
6.11(b), the Special Servicer will not be permitted to take any of the following
actions unless and until it has notified the Controlling Class Representative in
writing (with a copy to the UBS Warburg Building Companion Loan Noteholder if
the UBS Warburg Building Loan Pair is involved) and the Controlling Class
Representative has not objected in writing within 10 Business Days of having


                                     -207-
<PAGE>

been notified thereof and having been provided with all information that the
Controlling Class Representative has reasonably requested with respect thereto
promptly following its receipt of the subject notice (it being understood and
agreed that if such written objection has not been received by the Special
Servicer within such 10-Business Day period, then the Controlling Class
Representative's approval will be deemed to have been given):

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

          (ii) any modification, extension, amendment or waiver of a monetary
     term (including the timing of payments) or any material non-monetary term
     of a Specially Serviced Mortgage Loan;

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

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

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

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

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

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

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

provided that, in the event that the Special Servicer determines that immediate
action is necessary to protect the interests of the Certificateholders (as a
collective whole) (or, in the case of the UBS Warburg Building Loan Pair, to
protect the interests of the Certificateholders and the UBS Warburg Building
Companion Loan Noteholder (as a collective whole)), the Special Servicer may
take any such action without waiting for the Controlling Class Representative's
response; and provided, further, that, in the case of the UBS Warburg Building
Loan Pair, upon request of the UBS Warburg Building Companion Loan Noteholder
during the 10 Business Day period referred to above, the Special Servicer shall
consult with the UBS Warburg Building Companion Loan Noteholder regarding its
views as to the proposed action (but may, in its sole discretion, reject any
advice or direction from the UBS Warburg Building Companion Loan Noteholder).

                                     -208-
<PAGE>

                  In addition, the Controlling Class Representative may direct
the Special Servicer to take, or to refrain from taking, such actions as the
Controlling Class Representative may deem advisable or as to which provision is
otherwise made herein subject to Section 6.11(b). Upon reasonable request, the
Special Servicer shall provide the Controlling Class Representative with any
information in the Special Servicer's possession with respect to such matters,
including its reasons for determining to take a proposed action; provided that
such information shall also be provided, in a written format, to the Trustee,
who shall make it available for review pursuant to Section 8.14(b) and, insofar
as the UBS Warburg Building Loan Pair is involved, for review by the UBS Warburg
Building Companion Loan Noteholder.

                  Each of the Master Servicer and the Special Servicer shall
notify the Controlling Class Representative (and, in the case of the UBS Warburg
Building Mortgage Loan, the UBS Warburg Building Companion Loan Noteholder) of
any release or substitution of collateral for a Loan even if such release or
substitution is in accordance with such Loan.

                  (b) Notwithstanding anything herein to the contrary, no
advice, direction or objection from or by the Controlling Class Representative,
as contemplated by Section 6.11(a), may (and the Special Servicer shall ignore
and act without regard to any such advice, direction or objection that the
Special Servicer has determined, in its reasonable, good faith judgment, would)
require or cause the Special Servicer to violate any provision of this Agreement
(exclusive of Section 6.11(a)) (including the Special Servicer's obligation to
act in accordance with the Servicing Standard), the related Mortgage Loan
documents or the REMIC Provisions. Furthermore, the Special Servicer shall not
be obligated to seek approval from the Controlling Class Representative for any
actions to be taken by the Special Servicer with respect to any particular
Specially Serviced Loan if:

          (i) the Special Servicer has, as provided in Section 6.11(a), notified
     the Controlling Class Representative in writing of various actions that the
     Special Servicer proposes to take with respect to the workout or
     liquidation of that Mortgage Loan; and

          (ii) for 60 days following the first such notice, the Controlling
     Class Representative has objected to all of those proposed actions and has
     failed to suggest any alternative actions that the Special Servicer
     considers to be consistent with the Servicing Standard.

                  In addition, notwithstanding anything herein to the contrary,
if the unpaid principal amount of the UBS Warburg Building Companion Loan (net
of any existing Appraisal Reduction Amount calculated in respect of the Loan
Pair as if it was a single Mortgage Loan) is equal to or greater than 25% of the
original unpaid principal amount of the UBS Warburg Building Companion Loan,
then: (i) the Controlling Class Representative shall not be authorized to
exercise any of its rights and powers provided for in Section 6.11(a) with
respect to the UBS Warburg Building Loan Pair; and (ii) Section 6.11A(a) shall
apply with respect to the UBS Warburg Building Loan Pair, instead of Section
6.11(a).

                  (c) The Controlling Class Representative will have no
liability to the Certificateholders or the UBS Warburg Building Companion 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 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.

                                     -209-
<PAGE>


Each Certificateholder acknowledges and agrees, by its acceptance of its
Certificates, that: (i) the Controlling Class Representative may, and is
permitted hereunder to, have special relationships and interests that conflict
with those of Holders of one or more Classes of Certificates; (ii) the
Controlling Class Representative may, and is permitted hereunder to, act solely
in the interests of the Holders of the Controlling Class; (iii) the Controlling
Class Representative does not have any duties to the Holders of any Class of
Certificates other than the Controlling Class; (iv) the Controlling Class
Representative may, and is permitted hereunder to, take actions that favor
interests of the Holders of the Controlling Class over the interests of the
Holders of one or more other Classes of Certificates; (v) the Controlling Class
Representative shall not be deemed to have been negligent or reckless, or to
have acted in bad faith or engaged in willful misconduct, by reason of its
having acted solely in the interests of the Holders of the Controlling Class;
and (vi) the Controlling Class Representative shall have no liability whatsoever
for having so acted, and no Certificateholder may take any action whatsoever
against the Controlling Class Representative, any Holder of the Controlling
Class or any director, officer, employee, agent or principal thereof for having
so acted.

                  (d) The UBS Warburg Building Companion Loan Noteholder shall
be entitled to receive, upon request made to any party hereto, a copy of any
notice or report required to be delivered (upon request or otherwise) by such
party to the Controlling Class Representative or the Trustee with respect to the
UBS Warburg Building Loan Pair. Any such party shall be permitted to require
payment of a sum sufficient to cover the reasonable costs and expenses of
providing such copies.

                  SECTION 6.11A. Certain Powers of the UBS Warburg Building
Companion Loan Noteholder.

                  (a) Subject to Section 6.11A(b), the UBS Warburg Building
Companion Loan Noteholder will be entitled to advise the Special Servicer with
respect to the following actions of the Special Servicer in connection with the
UBS Warburg Building Loan Pair; and, further subject to Section 6.11A(b), the
Special Servicer will not be permitted to take any of the following actions with
respect to the UBS Warburg Building Loan Pair unless and until its has notified
the UBS Warburg Building Companion Loan Noteholder in writing and the UBS
Warburg Building Companion Loan Noteholder has not objected in writing within 10
Business Days of having been notified thereof and having been provided with all
reasonably requested information with respect thereto (it being understood and
agreed that if such written objection has not been received by the Special
Servicer within such 10 Business Day period, then the UBS Warburg Building
Companion Loan Noteholder's approval will be deemed to have been given):

          (i) any foreclosure upon or comparable conversion (which may include
     acquisition of an REO Property) of the ownership of the UBS Warburg
     Building Mortgaged Property and the other collateral securing the UBS
     Warburg Building Loan Pair if the Loans in the Loan Pair come into and
     continue in default;

          (ii) any modification, amendment or waiver of a monetary term
     (including the timing of payments) or any material non-monetary term of the
     UBS Warburg Building Mortgage Loan and/or the UBS Warburg Building
     Companion Loan;

          (iii) any proposed sale of the Mortgaged Property securing the UBS
     Warburg Building Loan Pair after it becomes an REO Property (other than in
     connection with the termination of the Trust Fund);

                                     -210-
<PAGE>

          (iv) any acceptance of a discounted payoff of the UBS Warburg Building
     Companion Loan;

          (v) any determination to bring the UBS Warburg Building Mortgaged
     Property into compliance with applicable environmental laws or to otherwise
     address Hazardous Materials located at such Mortgaged Property;

          (vi) any release of collateral for the UBS Warburg Building Loan Pair
     (other than in accordance with the terms of, or upon satisfaction of, the
     UBS Warburg Building Loan Pair);

          (vii) any acceptance of substitute or additional collateral for the
     UBS Warburg Building Loan Pair (other than in accordance with the terms of
     the Loan Pair);

          (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause
     for the UBS Warburg Building Loan Pair; and

          (ix) any acceptance of an assumption agreement releasing the Mortgagor
     from liability under the UBS Warburg Building Loan Pair;

provided that, in the event that the Special Servicer determines that immediate
action is necessary to protect the interests of the Certificateholders and the
UBS Warburg Building Companion Loan Noteholder (as a collective whole), the
Special Servicer may take any such action without waiting for the UBS Warburg
Building Companion Loan Noteholder's response.

                  In addition, subject to Section 6.11A(b), with respect to the
UBS Warburg Building Loan Pair, the UBS Warburg Building Companion Loan
Noteholder may direct the Special Servicer to take, or to refrain from taking,
such actions as the UBS Warburg Building Companion Loan Noteholder may deem
advisable or as to which provision is otherwise made herein. Upon reasonable
request, the Special Servicer shall, with respect to the UBS Warburg Building
Loan Pair, provide the UBS Warburg Building Companion Loan Noteholder with any
information in the Special Servicer's possession with respect to such matters,
including its reasons for determining to take a proposed action.

                  (b) Notwithstanding anything herein to the contrary, no
advice, direction or objection from or by the UBS Warburg Building Companion
Loan Noteholder, as contemplated by Section 6.11A(a), may (and the Special
Servicer shall ignore and act without regard to any such advice, direction or
objection that the Special Servicer has determined, in its reasonable, good
faith judgment, would) require or cause the Special Servicer to violate any
provision of this Agreement (exclusive of Section 6.11A(a)) (including the
Special Servicer's obligation to act in accordance with the Servicing Standard),
or the related Mortgage Loan documents or the REMIC Provisions. Furthermore, the
Special Servicer shall not be obligated to seek approval from the UBS Warburg
Building Companion Loan Noteholder for any actions to be taken by the Special
Servicer with respect to the UBS Warburg Building Loan Pair if:

                           (i) the Special Servicer has, as provided in Section
         6.11A(a), notified the UBS Warburg Building Companion Loan Noteholder
         in writing of various actions that the Special Servicer proposes to
         take with respect to the workout or liquidation of the UBS Warburg
         Building Loan Pair; and

                                     -211-
<PAGE>

                           (ii) for 60 days following the first such notice, the
         UBS Warburg Building Companion Loan Noteholder has objected to all of
         those proposed actions and has failed to suggest any alternative
         actions that the Special Servicer considers to be consistent with the
         Servicing Standard.

                  In addition, notwithstanding anything herein to the contrary,
unless the unpaid principal amount of the UBS Warburg Building Companion Loan
(net of any existing Appraisal Reduction Amount calculated in respect of the
Loan Pair) is equal to or greater than 25% of the original unpaid principal
amount of the UBS Warburg Building Companion Loan, then: (i) the UBS Warburg
Building Companion Loan Noteholder shall not be authorized to exercise any of
its rights and powers provided for in Section 6.11A(a) with respect to the UBS
Warburg Building Companion Loan or the UBS Warburg Building Mortgage Loan; and
(ii) Section 6.11(a) shall apply with respect to the UBS Warburg Building
Companion Loan and the UBS Warburg Building Mortgage Loan, instead of Section
6.11A(a).

                  (c) The UBS Warburg Building Companion Loan Noteholder will
not have any liability to the Trust or the Certificateholders for any action
taken, or for refraining from the taking of any action, in good faith pursuant
to this Agreement, or for errors in judgment; provided, however, that the UBS
Warburg Building Companion Loan Noteholder will not be protected against any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in the performance of duties or by reason of negligent
disregard of obligations or duties.

                  (d) The UBS Warburg Building Companion Loan Noteholder may
designate, in writing, a representative to exercise its rights and powers under
this Section 6.11A or otherwise under this Agreement (copies of such writing to
be delivered to each of the parties hereto). Such designation shall remain in
effect until it is revoked by the UBS Warburg Building Companion Loan Noteholder
by a writing delivered to each of the parties hereto.

                                     -212-
<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) required to be so deposited or remitted by it under this
     Agreement, which failure continues unremedied until 11:00 a.m. (New York
     City time) on the applicable Distribution Date, or any failure by the
     Master Servicer to make, on a timely basis, the required payments
     (including any P&I Advances) to the UBS Warburg Building Companion Loan
     Noteholder on any UBS Warburg Building Remittance Date, which failure
     continues unremedied until 11:00 a.m. (New York City time) on the Business
     Day after such remittance date; or

          (iv) any failure by the Master Servicer or the Special Servicer to
     timely make any Servicing Advance required to be made by it hereunder,
     which Servicing Advance remains unmade for a period of three Business Days
     following the date on which notice shall have been given to the Master
     Servicer or the Special Servicer, as the case may be, by the Trustee as
     provided in Section 3.11(f); or

          (v) any failure on the part of the Master Servicer or the Special
     Servicer duly to observe or perform in any material respect any other
     covenants or agreements on the part of the Master Servicer or the Special
     Servicer, as the case may be, contained in this Agreement, which continues
     unremedied for a period of 30 days (15 days in the case of payment of
     insurance premiums) after the date on which written notice of such failure,
     requiring the same to be remedied, shall have been given to the Master
     Servicer or the Special Servicer, as the case may be, by any other party
     hereto or to the Master Servicer or the Special Servicer, as the case may
     be (with a copy to each other party hereto), by the UBS Warburg Building
     Companion Loan Noteholder (if affected thereby) or the Holders of
     Certificates entitled to at least 25% of the Voting Rights, provided,
     however, that with respect to any such failure which is not curable within
     such 30-day period, the Master Servicer or the Special Servicer, as the
     case may be, shall have an additional cure period of 30 days to effect such
     cure so long as the Master Servicer or the Special Servicer, as the case
     may be, has commenced to cure such failure within the initial


                                     -213-
<PAGE>

     30-day period and has provided the Trustee and, if affected thereby, the
     UBS Warburg Building Companion Loan Noteholder with an Officer's
     Certificate certifying that it has diligently pursued, and is diligently
     continuing to pursue, a full cure; or

          (vi) any breach on the part of the Master Servicer or the Special
     Servicer of any of its representations or warranties contained in this
     Agreement that materially and adversely affects the interests of any Class
     of Certificateholders or the UBS Warburg Building Companion Loan Noteholder
     and which breach continues unremedied for a period of 30 days after the
     date on which written notice of such breach, requiring the same to be
     remedied, shall have been given to the Master Servicer or the Special
     Servicer, as the case may be, by any other party hereto or to the Master
     Servicer or the Special Servicer, as the case may be (with a copy to each
     other party hereto), by the UBS Warburg Building Companion Loan Noteholder
     (if affected thereby) or the Holders of Certificates entitled to at least
     25% of the Voting Rights, provided, however, that with respect to any such
     breach which is not curable within such 30-day period, ------- the Master
     Servicer or the Special Servicer, as the case may be, shall have an
     additional cure period of 30 days so long as the Master Servicer or the
     Special Servicer, as the case may be, has commenced to cure such breach
     within the initial 30-day period and provided the Trustee and, if affected
     thereby, the UBS Warburg Building Companion Loan Noteholder with an
     Officer's Certificate certifying that it has diligently pursued, and is
     diligently continuing to pursue, a full cure; or

          (vii) a decree or order of a court or agency or supervisory authority
     having jurisdiction in the premises in an involuntary case under any
     present or future federal or state bankruptcy, insolvency or similar law
     for the appointment of a conservator, receiver, liquidator, trustee or
     similar official in any bankruptcy, insolvency, readjustment of debt,
     marshaling of assets and liabilities or similar proceedings, or for the
     winding-up or liquidation of its affairs, shall have been entered against
     the Master Servicer or the Special Servicer and such decree or order shall
     have remained in force undischarged, undismissed or unstayed for a period
     of 60 days; or

          (viii) the Master Servicer or the Special Servicer shall consent to
     the appointment of a conservator, receiver, liquidator, trustee or similar
     official in any bankruptcy, insolvency, readjustment of debt, marshaling of
     assets and liabilities or similar proceedings of or relating to it or of or
     relating to all or substantially all of its property; or

          (ix) the Master Servicer or the Special Servicer shall admit in
     writing its inability to pay its debts generally as they become due, file a
     petition to take advantage of any applicable bankruptcy, insolvency or
     reorganization statute, make an assignment for the benefit of its
     creditors, voluntarily suspend payment of its obligations, or take any
     corporate action in furtherance of the foregoing; or

          (x) one or more ratings assigned by Moody's to the Certificates (or
     the securities backed by the UBS Warburg Building Companion Loan (if then
     serviced and administered hereunder)) has been qualified, downgraded or
     withdrawn, or otherwise made the subject of a "negative" credit watch,
     which Moody's has determined, and given notice in writing (including
     through a publication or newsletter) or electronically (including through
     an internet website), is solely or in material part a result of the Master
     Servicer or Special Servicer, as the case may be, acting in such capacity;
     or

                                     -214-
<PAGE>

          (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 (or the securities backed by the
     UBS Warburg Building Companion Loan then serviced and administered
     hereunder) by S&P are qualified, downgraded or withdrawn in connection with
     the removal.

                  When a single entity acts as the Master Servicer and the
Special Servicer, an Event of Default in one capacity shall constitute an Event
of Default in the other capacity.

                  (b) If any Event of Default described in clauses (i) - (ix)
and (xi) of subsection (a) above shall occur with respect to the Master Servicer
or the Special Servicer (in either case, for purposes of this Section 7.01(b),
the "Defaulting Party") and shall be continuing, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 25% of the Voting Rights or, to the extent that it is
affected by such Event of Default, the UBS Warburg Building Companion Loan
Noteholder, the Trustee shall, by notice in writing to the Defaulting Party
(with a copy of such notice to each other party hereto and the Rating Agencies)
terminate, subject to Section 7.01(d), all of the rights and obligations (but
not the liabilities for actions and omissions occurring prior thereto) of the
Defaulting Party under this Agreement and in and to the Trust Fund and the
Loans, other than its rights, if any, as a Certificateholder hereunder or as the
holder of the UBS Warburg Building Companion Loan or any interest therein. If
any Event of Default described in clause (x) of subsection (a) above shall occur
with respect to the Master Servicer or the Special Servicer (in either case,
under such circumstances, for purposes of this Section 7.01(b), the "Defaulting
Party"), the Trustee shall, by notice in writing (to be sent immediately by
facsimile transmission) to the Defaulting Party (with a copy of such notice to
each other party hereto and the Rating Agencies), terminate, subject to Section
7.01(d), all of the rights and obligations (but not the liabilities for actions
and omissions occurring prior thereto) of the Defaulting Party under this
Agreement and in and to the Trust Fund and the UBS Warburg Building Companion
Loan, other than its rights, if any, as a Certificateholder hereunder or as the
holder of the UBS Warburg Building Companion Loan or any interest therein,
within 30 days following the occurrence of such Event of Default. From and after
the receipt by the Defaulting Party of such written notice of termination, all
authority and power of the Defaulting Party under this Agreement, whether with
respect to the Certificates (other than as a holder of any Certificate), the
Loans (other than as a holder thereof or any interest therein) or otherwise,
shall pass to and be vested in the Trustee pursuant to and under this section,
and, without limitation, the Trustee is hereby authorized and empowered to
execute and deliver, on behalf of and at the expense of the Defaulting Party, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Loans and related documents, or otherwise. The
Master Servicer and the Special Servicer each agree that, if it is terminated
pursuant to this Section 7.01(b), it shall promptly (and in any event no later
than 10 Business Days subsequent to its receipt of the notice of termination)
provide the Trustee with all documents and records, including those in
electronic form, requested thereby to enable the Trustee to assume the Master
Servicer's or Special Servicer's, as the case may be, functions hereunder, and
shall cooperate with the Trustee in effecting the termination of the Master
Servicer's or Special Servicer's, as the case may be, responsibilities and
rights hereunder, including (i) if the Master Servicer is the Defaulting Party,
the immediate transfer to the Trustee or a successor Master Servicer for
administration by it of all cash amounts that shall at the time be or should
have been credited by the Master Servicer to a Custodial Account, the Collection
Account, the Defeasance Deposit


                                     -215-
<PAGE>


Account, a Servicing Account or a Reserve Account or that are thereafter
received by or on behalf of it with respect to any Loan or (ii) if the Special
Servicer is the Defaulting Party, the transfer within two Business Days to the
Trustee or a successor Special Servicer for administration by it of all cash
amounts that shall at the time be or should have been credited by the Special
Servicer to an REO Account, a Custodial Account, a Servicing Account or a
Reserve Account or should have been delivered to the Master Servicer or that are
thereafter received by or on behalf of it with respect to any Loan or REO
Property; provided, however, that the Master Servicer and the Special Servicer
each shall, if terminated pursuant to this Section 7.01(b), continue to be
entitled to receive all amounts accrued or owing to it under this Agreement on
or prior to the date of such termination, whether in respect of Advances or
otherwise, and it shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such termination. Any cost or expenses in connection with
any actions to be taken by any party hereto pursuant to this paragraph shall be
borne by the Defaulting Party and if not paid by the Defaulting Party within 90
days after the presentation of reasonable documentation of such costs and
expenses, such expense shall be reimbursed by the Trust Fund; provided, however,
that the Defaulting Party shall not thereby be relieved of its liability for
such expenses. For purposes of this Section 7.01 and of Section 7.03(b), the
Trustee shall not be deemed to have knowledge of an event which constitutes, or
which with the passage of time or notice, or both, would constitute an Event of
Default described in clauses (i) through (ix) of subsection (a) above unless a
Responsible Officer of the Trustee assigned to and working in the Trustee's
Corporate Trust Office has actual knowledge thereof or unless notice of any
event which is in fact such an Event of Default is received by the Trustee and
such notice references the Certificates, the Trust Fund or this Agreement.

                  (c) If the Master Servicer is terminated solely due to an
Event of Default under Section 7.01(a)(x) or (xi), and if the terminated Master
Servicer provides the Trustee with the appropriate "request for proposal"
materials within five Business Days following such termination, then the Trustee
shall promptly thereafter (using such "request for proposal" materials provided
by the terminated Master Servicer) solicit good faith bids for the rights to
master service the Loans under this Agreement from at least three (3) Persons
qualified to act as Master Servicer hereunder in accordance with Sections 6.02
and 7.02 (any such Person so qualified, a "Qualified Bidder") or, if three (3)
Qualified Bidders cannot be located, then from as many Persons as the Trustee
can determine are Qualified Bidders; provided that at the Trustee's request, the
terminated Master Servicer shall supply the Trustee with the names of Persons
from whom to solicit such bids; and provided, further, that the Trustee shall
not be responsible if less than three (3) or no Qualified Bidders submit bids
for the right to master service the Loans under this Agreement. The bid proposal
shall require any Successful Bidder (as defined below), as a condition of such
bid, to enter into this Agreement as successor Master Servicer, and to agree to
be bound by the terms hereof, within 45 days after the termination of Master
Servicer. The Trustee shall solicit bids: (i) on the basis of such successor
Master Servicer retaining all Sub-Servicers to continue the primary servicing of
the 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 Loans not subject to a Sub-Servicing Agreement at a
sub-servicing fee rate per annum equal to the Master Servicing Fee Rate minus
five (5) basis points per Loan serviced (each, a "Servicing-Retained Bid"); and
(ii) on the basis of terminating each Sub-Servicing Agreement and Sub-Servicer
that it is permitted to terminate in accordance with Section 3.22 (each, a
"Servicing-Released Bid"). The Trustee shall select the Qualified Bidder with
the highest cash Servicing-Retained Bid (or, if none, the highest cash Servicing
Released Bid) (the "Successful Bidder") to act as successor Master Servicer
hereunder. The Trustee shall direct the Successful Bidder to enter into this
Agreement as successor Master Servicer pursuant to the terms hereof (and, if the
successful bid was a Servicing


                                     -216-
<PAGE>

Retained Bid, to enter into a Sub-Servicing Agreement with the terminated Master
Servicer as contemplated above) no later than 45 days after the termination of
the Master Servicer.

                  Upon the assignment and acceptance of the master servicing
rights hereunder to and by the Successful Bidder, the Trustee shall remit or
cause to be remitted (i) if the successful bid was a Servicing-Retained Bid, to
the terminated Master Servicer the amount of such cash bid received from the
Successful Bidder (net of "out-of-pocket" expenses incurred in connection with
obtaining such bid and transferring servicing) and (ii) if the successful bid
was a Servicing-Released Bid, to the Master Servicer and each terminated
Sub-Servicer its respective Bid Allocation.

                  The terminated Master Servicer shall be responsible for all
out-of-pocket expenses incurred in connection with the attempt to sell its
rights to service the Loans, which expenses are not reimbursed to the party that
incurred such expenses pursuant to the preceding paragraph.

                  If the Successful Bidder has not entered into this Agreement
as successor Master Servicer within 45 days after the Trustee was appointed as
successor Master Servicer or no Successful Bidder was identified within such
45-day period, the terminated Master Servicer shall reimburse the Trustee for
all reasonable "out-of-pocket" expenses incurred by the Trustee in connection
with such bid process and the Trustee shall have no further obligations under
this Section 7.01(c). The Trustee thereafter may act or may select a successor
to act as Master Servicer hereunder in accordance with Section 7.02.

                  (d) Notwithstanding Section 7.01(b), if any Event of Default
on the part of the Master Servicer occurs that affects only the UBS Warburg
Building Companion Loan or the securities backed thereby, and no Mortgage Loan
or the Certificates are affected by such Event of Default, then, instead of
terminating the Master Servicer in accordance with Section 7.01(b), the Trustee
shall require the Master Servicer to appoint, within 30 days of the Trustee's
request, a Sub-Servicer (or, if the UBS Warburg Building 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 UBS
Warburg Building Loan Pair. In connection with the Master Servicer's appointment
of a Sub-Servicer at the request of the Trustee in accordance with this Section
7.01(d), the Master Servicer shall obtain written confirmation from each Rating
Agency that such appointment will not result in an Adverse Rating Event. The
related Sub-Servicing Agreement shall provide that any Sub-Servicer appointed by
the Master Servicer at the request of the Trustee in accordance with this
Section 7.01(d) shall be responsible for all duties, and shall be entitled to
all compensation, of the Master Servicer under this Agreement, except that the
Master Servicer shall be entitled to retain a portion of the Master Servicing
Fee for the UBS Warburg Building Mortgage Loan calculated at 0.025% per annum.
Such Sub-Servicing Agreement shall also provide that such Sub-Servicer shall
agree to become the master servicer under a separate servicing agreement for the
UBS Warburg Building Loan Pair in the event that the UBS Warburg Building 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 Loan Pair and the UBS Warburg Building 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


                                     -217-
<PAGE>

successor Master Servicer desires to terminate the Sub-Servicer appointed under
this Section 7.01(d), the terminated Master Servicer that was responsible for
the Event of Default that led to the appointment of such Sub-Servicer shall be
responsible for all costs incurred in connection with such termination,
including the payment of any termination fee.

                  SECTION 7.02. Trustee to Act; Appointment of Successor.

                  On and after the time the Master Servicer or the Special
Servicer resigns pursuant to Section 6.04 or receives a notice of termination
pursuant to Section 7.01, the Trustee shall, unless and until a successor is
appointed pursuant to Section 6.04 or Section 7.01(c), be the successor in all
respects to the Master Servicer or the Special Servicer, as the case may be, in
its capacity as such under this Agreement and the transactions set forth or
provided for herein and shall have all (and the former Master Servicer or the
Special Servicer, as the case may be, shall cease to have any) of the
responsibilities, duties and liabilities of the Master Servicer or the Special
Servicer, as the case may be, arising thereafter, including, if the Master
Servicer is the resigning or terminated party, the Master Servicer's obligation
to make P&I Advances, including in connection with any termination of the Master
Servicer for an Event of Default described in clause 7.01(a)(iii), the unmade
P&I Advances that gave rise to such Event of Default; provided that any failure
to perform such duties or responsibilities caused by the Master Servicer's or
the Special Servicer's, as the case may be, failure to provide information or
monies required by Section 7.01 shall not be considered a default by the Trustee
hereunder. The Trustee shall not be liable for any of the representations and
warranties of the resigning or terminated party or for any losses incurred by
the resigning or terminated party pursuant to Section 3.06 hereunder nor shall
the Trustee be required to purchase any Loan hereunder. As compensation
therefor, the Trustee shall be entitled to all fees and other compensation which
the resigning or terminated party would have been entitled to if the resigning
or terminated party had continued to act hereunder. Notwithstanding the above,
the Trustee may, if it shall be unwilling to so act as either Master Servicer or
Special Servicer, as the case may be, or shall, if it is unable to so act as
either Master Servicer or Special Servicer, as the case may be, or if the
Trustee is not approved as a master servicer or a special servicer, as the case
may be, by any of the Rating Agencies, or if the Holders of Certificates
entitled to a majority of the Voting Rights so request in writing to the
Trustee, promptly appoint, or petition a court of competent jurisdiction to
appoint, any established mortgage loan servicing institution as the successor to
the resigning or terminated Master Servicer or the Special Servicer, as the case
may be, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the resigning or terminated Master Servicer or the
Special Servicer, as the case may be, hereunder; provided, however, that no such
appointee shall succeed to the rights and obligations of the Master Servicer or
Special Servicer hereunder unless (i) as confirmed in writing by each of the
Rating Agencies, such succession will not result in an Adverse Rating Event, and
(ii) such appointee makes the applicable representations and warranties set
forth in Section 3.23; and provided, further, that in the case of a resigning or
terminated Special Servicer, such appointment shall be subject to the rights of
the Holders of Certificates evidencing a majority of the Voting Rights allocated
to the Controlling Class to designate a successor pursuant to Section 6.09. No
appointment of a successor to the Master Servicer or the Special Servicer
hereunder shall be effective until the assumption by the successor to such party
of all its responsibilities, duties and liabilities under this Agreement.
Pending appointment of a successor to the Master Servicer or the Special
Servicer hereunder, the Trustee shall act in such capacity as hereinabove
provided. In connection with any such appointment and assumption described
herein, the Trustee may make such arrangements for the compensation of such
successor out of payments on the Loans as it and such successor shall agree,
subject to the terms of this Agreement limiting the use of funds received in
respect


                                     -218-
<PAGE>

of the UBS Warburg Building Loan Pair to matters related to the 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
UBS Warburg Building Companion Loan Noteholder.

                  (b) Not later than 10 days after a Responsible Officer of the
Trustee has notice of the occurrence of any event which constitutes or, with
notice or lapse of time or both, would constitute an Event of Default, the
Trustee shall transmit by mail to the Depositor, all the Certificateholders, the
UBS Warburg Building Companion Loan Certificateholder and the Rating Agencies
notice of such occurrence, unless such default shall have been cured.

                  SECTION 7.04. Waiver of Events of Default.

                  The Holders representing at least 66-2/3% of the Voting Rights
allocated to each Class of Certificates affected by any Event of Default
hereunder, together with the UBS Warburg Building Companion Loan Noteholder (but
only if it is affected by such Event of Default), may waive such Event of
Default; provided, however, that an Event of Default under any of clauses (i),
(ii), (iii), (x) and (xi) of Section 7.01(a) may be waived only by all of the
Certificateholders of the affected Classes, together with the UBS Warburg
Building Companion Loan Noteholder (but only if it is affected by such Event of
Default). Upon any such waiver of an Event of Default, such Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other Event of
Default or impair any right consequent thereon except to the extent expressly so
waived. Notwithstanding any other provisions of this Agreement, for purposes of
waiving any Event of Default pursuant to this Section 7.04, Certificates
registered in the name of the Depositor or any Affiliate of the Depositor shall
be entitled to Voting Rights with respect to the matters described above.

                  The foregoing paragraph notwithstanding, if the Holders
representing at least the requisite percentage of the Voting Rights allocated to
each affected Class of Certificates desire to waive an Event of Default under
clause (v) of Section 7.01(a) by the Master Servicer, but the UBS Warburg
Building Companion Loan Noteholder (if affected thereby) does not wish to waive
that Event of Default, then the UBS Warburg Building Companion Loan Noteholder
will be entitled to request that the Master Servicer appoint, within 60 days of
the UBS Warburg Building Companion Loan Noteholder's request, a Sub-Servicer
(or, if the UBS Warburg Building Loan Pair is currently being subserviced, to
replace, within 60 days of the UBS Warburg Building Companion Loan Noteholder's
request, the then-current Sub-Servicer with a new Sub-Servicer) with respect to
the UBS Warburg Building Loan Pair. In connection with the Master Servicer's
appointment of a Sub-Servicer at the request of the UBS Warburg Building
Companion Loan Noteholder in accordance with this Section 7.04, the Master
Servicer shall obtain written confirmation from each Rating Agency that such


                                     -219-
<PAGE>

appointment will not result in an Adverse Rating Event. The related
Sub-Servicing Agreement shall provide that any Sub-Servicer appointed by the
Master Servicer at the request of the UBS Warburg Building Companion Loan
Noteholder in accordance with this Section 7.04 shall be responsible for all
duties, and shall be entitled to all compensation, of the Master Servicer under
this Agreement, except that the Master Servicer shall be entitled to retain a
portion of the Master Servicing Fee for the Mortgage Loan in the UBS Warburg
Building Loan Pair calculated at 0.025% per annum. Such Sub-Servicing Agreement
shall also provide that such Sub-Servicer shall become the master servicer under
the separate servicing agreement for the Loan Pair in the event that the Loan
Pair is to be serviced and administered thereunder, which 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 Loan Pair and UBS
Warburg Building Mortgaged Property shall be the sole assets serviced and
administered thereunder and the sole source of funds thereunder. Such
Sub-Servicer shall meet the requirements of Section 3.22. If any Sub-Servicer
appointed by the Master Servicer at the request of the UBS Warburg Building
Companion Loan Noteholder in accordance with this Section 7.04 shall at any time
resign or be terminated, the Master Servicer shall be required to promptly
appoint a substitute Sub-Servicer, which appointment shall not result in an
Adverse Rating Event (as evidenced in writing by each Rating Agency). In the
event a successor Master Servicer is acting hereunder and that successor Master
Servicer desires to terminate the Sub-Servicer appointed under this Section
7.04, the terminated Master Servicer that was responsible for the Event of
Default that led to the appointment of such Sub-Servicer shall be responsible
for all costs incurred in connection with such termination, including the
payment of any termination fee.

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

                  During the continuance of any Event of Default, so long as
such Event of Default shall not have been remedied, the Trustee, in addition to
the rights specified in Section 7.01, shall have the right, in its own name and
as trustee of an express trust and on behalf of the UBS Warburg Building
Companion Loan Noteholder, to take all actions now or hereafter existing at law,
in equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders and
the UBS Warburg Building Companion 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.

                                     -220-
<PAGE>

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

                  SECTION 8.01. Duties of Trustee.

                  (a) The Trustee, prior to the occurrence of an Event of
Default and after the curing or waiver of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. If an Event of Default occurs and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Agreement, and use the same degree of care and skill in their
exercise as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs; provided that if the Trustee is acting as Master
Servicer or Special Servicer, it shall act in accordance with the Servicing
Standard. Any permissive right of the Trustee contained in this Agreement shall
not be construed as a duty.

                  (b) The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trustee which are specifically required to be
furnished pursuant to any provision of this Agreement (other than the Mortgage
Files, the review of which is specifically governed by the terms of Article II),
shall examine them to determine whether they conform to the requirements of this
Agreement. If any such instrument is found not to conform to the requirements of
this Agreement in a material manner, the Trustee shall take such action as it
deems appropriate to have the instrument corrected. The Trustee shall not be
responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Depositor, the Master Servicer or the Special Servicer, and accepted by the
Trustee in good faith, pursuant to this Agreement.

                  (c) No provision of this Agreement shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act or its own misconduct; provided, however, that:

          (i) Prior to the occurrence of an Event of Default, and after the
     curing of all such Events of Default which may have occurred, the duties
     and obligations of the Trustee shall be determined solely by the express
     provisions of this Agreement, the Trustee shall not be liable except for
     the performance of such duties and obligations as are specifically set
     forth in this Agreement, no implied covenants or obligations shall be read
     into this Agreement against the Trustee and, in the absence of bad faith on
     the part of the Trustee, the Trustee may conclusively rely, as to the truth
     of the statements and the correctness of the opinions expressed therein,
     upon any certificates or opinions furnished to the Trustee and conforming
     to the requirements of this Agreement;

          (ii) The Trustee shall not be personally liable for an error of
     judgment made in good faith by a Responsible Officer or Responsible
     Officers of the Trustee, unless it shall be proved that the Trustee was
     negligent in ascertaining the pertinent facts;

          (iii) The Trustee shall not be personally liable with respect to any
     action taken, suffered or omitted to be taken by it in good faith in
     accordance with the direction of Holders of Certificates entitled to at
     least 25% of the Voting Rights relating to the time, method


                                     -221-
<PAGE>

     and place of conducting any proceeding for any remedy available to the
     Trustee, or exercising any trust or power conferred upon the Trustee, under
     this Agreement; and

          (iv) The protections, immunities and indemnities afforded to the
     Trustee hereunder shall also be available to it in its capacity as
     Authenticating Agent, Certificate Registrar, Tax Administrator and
     Custodian.

                  SECTION 8.02. Certain Matters Affecting Trustee.

                  Except as otherwise provided in Section 8.01 and Article X:

          (i) the Trustee may rely upon and shall be protected in acting or
     refraining from acting upon any resolution, Officer's Certificate,
     certificate of auditors or any other certificate, statement, instrument,
     opinion, report, notice, request, consent, order, appraisal, bond or other
     paper or document reasonably believed by it to be genuine and to have been
     signed or presented by the proper party or parties;

          (ii) the Trustee may consult with counsel and the written advice of
     such counsel or any Opinion of Counsel shall be full and complete
     authorization and protection in respect of any action taken or suffered or
     omitted by it hereunder in good faith and in accordance therewith;

          (iii) the Trustee shall be under no obligation to exercise any of the
     trusts or powers vested in it by this Agreement or to make any
     investigation of matters arising hereunder or, except as provided in
     Section 10.01 or 10.02, to institute, conduct or defend any litigation
     hereunder or in relation hereto at the request, order or direction of any
     of the Certificateholders, pursuant to the provisions of this Agreement,
     unless such Certificateholders shall have offered to the Trustee reasonable
     security or indemnity against the costs, expenses and liabilities which may
     be incurred therein or thereby; except as provided in Section 10.01 or
     10.02, the Trustee shall not be required to expend or risk its own funds or
     otherwise incur any financial liability in the performance of any of its
     duties hereunder, or in the exercise of any of its rights or powers, if it
     shall have reasonable grounds for believing that repayment of such funds or
     adequate indemnity against such risk or liability is not reasonably assured
     to it; nothing contained herein shall, however, relieve the Trustee of the
     obligation, upon the occurrence of an Event of Default which has not been
     cured, to exercise such of the rights and powers vested in it by this
     Agreement, and to use the same degree of care and skill in their exercise
     as a prudent man would exercise or use under the circumstances in the
     conduct of his own affairs;

          (iv) the Trustee shall not be personally liable for any action
     reasonably taken, suffered or omitted by it in good faith and believed by
     it to be authorized or within the discretion or rights or powers conferred
     upon it by this Agreement;

          (v) prior to the occurrence of an Event of Default hereunder and after
     the curing of all Events of Default which may have occurred, and except as
     may be provided in Section 10.01 or 10.02, the Trustee shall not be bound
     to make any investigation into the facts or matters stated in any
     resolution, certificate, statement, instrument, opinion, report, notice,
     request, consent, order, approval, bond or other paper or document, unless
     requested in writing to do so by Holders of Certificates entitled to at
     least 25% of the Voting Rights; provided, however,



                                     -222-
<PAGE>

     that if the payment within a reasonable time to the Trustee of the costs,
     expenses or liabilities likely to be incurred by it in the making of such
     investigation is, in the opinion of the Trustee, not reasonably assured to
     the Trustee by the security afforded to it by the terms of this Agreement,
     the Trustee may require reasonable indemnity against such expense or
     liability as a condition to taking any such action;

          (vi) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys; provided, however, that the Trustee shall remain responsible for
     all acts and omissions of such agents or attorneys within the scope of
     their employment to the same extent as it is responsible for its own
     actions and omissions hereunder; and

          (vii) the Trustee shall not be responsible for any act or omission of
     the Master Servicer or the Special Servicer (unless the Trustee is acting
     as Master Servicer or the Special Servicer) or the Depositor.

                  SECTION 8.03. Trustee and Fiscal Agent Not Liable for Validity
or Sufficiency of Certificates or Loans.

                  The recitals contained herein and in the Certificates, other
than the statements attributed to the Trustee and the Fiscal Agent in Article II
and Section 8.16 and Section 8.18 and the signature of the Certificate Registrar
and the Authenticating Agent set forth on each outstanding Certificate, shall
not be taken as the statements of the Trustee or the Fiscal Agent, and neither
the Trustee nor the Fiscal Agent shall assume any responsibility for their
correctness. Except as expressly set forth in Section 8.16 and 8.18, the Trustee
and the Fiscal Agent make no representations as to the validity or sufficiency
of this Agreement or of any Certificate (other than as to the signature of the
Trustee set forth thereon) or of any Loan or related document. The Trustee and
the Fiscal Agent shall not be accountable for the use or application by the
Depositor of any of the Certificates issued to it or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
in respect of the assignment of the Mortgage Loans to the Trust Fund, or any
funds deposited in or withdrawn from a Custodial Account or any other account by
or on behalf of the Depositor, the Master Servicer or the Special Servicer. The
Trustee and the Fiscal Agent shall not be responsible for the accuracy or
content of any resolution, certificate, statement, opinion, report, document,
order or other instrument furnished by the Depositor, the Master Servicer or the
Special Servicer, and accepted by the Trustee in good faith, pursuant to this
Agreement.

                  SECTION 8.04. Trustee and Fiscal Agent May Own Certificates.

                  The Trustee, the Fiscal Agent or any agent of the Trustee and
the Fiscal Agent, in its individual or any other capacity, may become the owner
or pledgee of Certificates with (except as otherwise provided in the definition
of "Certificateholder") the same rights it would have if it were not the
Trustee, the Fiscal Agent or such agent.

                  SECTION 8.05. Fees and Expenses of Trustee; Indemnification of
and by Trustee.

                  (a) On each Distribution Date, the Trustee shall withdraw from
the general funds on deposit in the Collection Account, prior to any
distributions to be made therefrom on such date, and pay to itself the Trustee
Fee for such Distribution Date and, to the extent not previously paid, for all
prior


                                     -223-
<PAGE>

Distribution Dates, as compensation for all services rendered by the Trustee in
the execution of the trusts hereby created and in the exercise and performance
of any of the powers and duties of the Trustee hereunder. The Trustee Fees
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) shall constitute the Trustee's
sole compensation for such services to be rendered by it.

                  (b) The Trustee and any director, officer, employee or agent
of the Trustee shall be entitled to be indemnified for and held harmless by the
Trust Fund against any loss, liability or reasonable "out-of-pocket" expense
(including costs and expenses incurred in connection with removal of the Special
Servicer and Master Servicer pursuant to Sections 7.01 and 7.02, costs and
expenses of litigation, and of investigation, counsel fees, damages, judgments
and amounts paid in settlement) arising out of, or incurred in connection with,
this Agreement or the Certificates ("Trustee Liability"); provided that such
loss, liability or expense constitutes an "unanticipated expense" within the
meaning of Treasury regulation section 1.860G-1(b)(3)(ii); and provided,
further, that neither the Trustee nor any of the other above specified Persons
shall be entitled to indemnification pursuant to this Section 8.05(b) for (1)
any liability specifically required to be borne thereby pursuant to the terms of
this Agreement, or (2) any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of the Trustee's
obligations and duties hereunder, or as may arise from a breach of any
representation, warranty or covenant of the Trustee made herein, or (3) any
loss, liability or expense that constitutes allocable overhead. The provisions
of this Section 8.05(b) and of Section 8.05(c) shall survive any resignation or
removal of the Trustee and appointment of a successor trustee.

                  (c) If the Trustee Liability arises from the issuance or sale
of the Certificates and the indemnification provided for in Section 8.05(b) is
invalid or unenforceable, then the Trust Fund shall contribute to the amount
paid or payable by the Trustee as a result of such Trustee Liability in such
proportion as is appropriate to reflect the relative fault of any of the other
parties on the one hand and the Trustee on the other in connection with the
actions or omissions which resulted in such Trustee Liability, as well as any
other relevant equitable considerations.

                  (d) The Trustee shall indemnify and hold harmless the Trust
Fund against any losses arising out of any errors made solely by the Trustee in
calculating distributions to be made hereunder and any other calculation or
reporting hereunder (in each case not attributable to information provided to
the Trustee by the Master Servicer or the Special Servicer); provided that such
loss arose by reason of willful misfeasance, bad faith or negligence on the part
of the Trustee. The provisions of this Section 8.05(d) shall survive any
resignation or removal of the Trustee and appointment of a successor trustee.

                  SECTION 8.06. Eligibility Requirements for Trustee.

                  The Trustee hereunder shall at all times be a bank, a trust
company, an association or a corporation organized and doing business under the
laws of the United States of America or any state thereof or the District of
Columbia, authorized under such laws to exercise trust powers, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state banking authority. If such bank, trust company,
association or corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this section the combined capital and
surplus of such bank, trust company, association or corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. The Trustee shall at all times maintain a


                                     -224-
<PAGE>

long-term unsecured debt rating of at least "AA-" and "Aa3" (or, if a Fiscal
Agent meeting the requirements of Section 8.17(a) is then currently acting in
such capacity, of at least "A-" and "A3") from S&P and Moody's, respectively
(or, in the case of either Rating Agency, such other rating as shall not result
in an Adverse Rating Event, as confirmed in writing by such Rating Agency). 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 UBS
Warburg Building Companion Loan Noteholder. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor trustee acceptable
to the Depositor by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee and to the successor trustee. A copy of such
instrument shall be delivered to the Master Servicer, the Special Servicer, the
Certificateholders and the UBS Warburg Building Companion Loan Noteholder by the
Depositor. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

                  (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or if
the Trustee shall fail (other than by reason of the failure of either the Master
Servicer or the Special Servicer to timely perform its obligations hereunder or
as a result of other circumstances beyond the Trustee's reasonable control), to
timely deliver or otherwise make available in accordance with this Agreement any
current or revised Distribution Date Statement, CMSA Loan Periodic Update File,
CMSA Property File, CMSA Financial File or other report or statement required by
Section 4.02 and such failure shall continue unremedied for a period of five
days, or if a tax is imposed or threatened 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 UBS Warburg Building Companion Loan Noteholder by the successor trustee
so appointed.

                                     -225-
<PAGE>

                  (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 UBS Warburg Building Companion Loan
Noteholder by the successor trustee so appointed.

                  (d) In the event that the Trustee is terminated or removed
pursuant to this Section 8.07, all of its and any corresponding Fiscal Agent's
rights and obligations under this Agreement and in and to the Loans shall be
terminated, other than any rights or obligations that accrued prior to the date
of such termination or removal (including the right to receive all fees,
expenses and other amounts (including P&I Advances and any accrued interest
thereon) accrued or owing to it under this Agreement, with respect to periods
prior to the date of such termination or removal, and no termination without
cause shall be effective until the payment of such amounts to the Trustee and
such Fiscal Agent).

                  (e) Any resignation or removal of the Trustee and appointment
of a successor trustee pursuant to any of the provisions of this Section 8.07
shall not become effective until acceptance of appointment by the successor
trustee as provided in Section 8.08.

                  SECTION 8.08. Successor Trustee.

                  (a) Any successor trustee appointed as provided in Section
8.07 shall execute, acknowledge and deliver to the Depositor, the Master
Servicer, the Special Servicer and to the predecessor trustee an instrument
accepting such appointment hereunder and thereupon the resignation or removal of
the predecessor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee (at the expense of the Trust Fund
if the Trustee has been removed in accordance with Section 8.07(c) without
cause) all Mortgage Files and related documents and statements held by it
hereunder (other than any Mortgage Files at the time held on its behalf by a
third-party Custodian, which Custodian shall become the agent of the successor
trustee), and the Depositor, the Master Servicer, the Special Servicer and the
predecessor trustee shall execute and deliver such instruments and do such other
things as may reasonably be required to more fully and certainly vest and
confirm in the successor trustee all such rights, powers, duties and
obligations, and to enable the successor trustee to perform its obligations
hereunder.

                  (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 UBS Warburg Building Companion
Loan Noteholder.

                                     -226-
<PAGE>

                  SECTION 8.09. Merger or Consolidation of Trustee and Fiscal
Agent.

                  Any entity into which the Trustee or the Fiscal Agent may be
merged or converted, or with which the Trustee or the Fiscal Agent may be
consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Trustee or the Fiscal Agent shall be a party, or any
entity succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee or the Fiscal Agent, as the case may be, hereunder,
provided such entity shall be eligible under the provisions of Section 8.06 or
Section 8.17, as applicable, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

                  SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.

                  (a) Notwithstanding any other provisions hereof, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing the same may at the time be
located, the Trustee shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of the Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the Trust Fund, or any part
thereof, and, subject to the other provisions of this Section 8.10, such powers,
duties, obligations, rights and trusts as the Master Servicer and the Trustee
may consider necessary or desirable. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under
Section 8.06 hereunder and no notice to Holders of Certificates of the
appointment of co-trustee(s) or separate trustee(s) shall be required under
Section 8.08 hereof.

                  (b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer or the Special Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

                  (c) Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

                  (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,



                                     -227-
<PAGE>

rights, remedies and trusts vested therein pursuant to the applicable instrument
of appointment and this Section 8.10, shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

                  (e) The appointment of a co-trustee or separate trustee under
this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.

                  SECTION 8.11. Appointment of Custodians.

                  The Trustee may appoint at the Trustee's expense one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution supervised and
regulated by a federal or state banking authority, shall have combined capital
and surplus of at least $10,000,000, shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File and shall not be the Depositor,
either Mortgage Loan Seller or any Affiliate of any of them. Neither the Master
Servicer nor the Special Servicer shall have any duty to verify that any such
Custodian is qualified to act as such in accordance with the preceding sentence.
The Trustee may enter into agreements to appoint a Custodian which is not the
Trustee, provided that such agreement: (i) is consistent with this Agreement in
all material respects and requires the Custodian to comply with all of the
applicable conditions of this Agreement; (ii) provides that if the Trustee shall
for any reason no longer act in the capacity of Trustee hereunder, the successor
Trustee or its designee may thereupon assume all of the rights and, except to
the extent they arose prior to the date of assumption, obligations of the
Custodian under such agreement or, alternatively, may terminate such agreement
without cause and without payment of any penalty or termination fee; and (iii)
does not permit the Custodian any rights of indemnification that may be
satisfied out of assets of the Trust Fund. The appointment of one or more
Custodians shall not relieve the Trustee from any of its obligations hereunder,
and the Trustee shall remain responsible for all acts and omissions of any
Custodian. In the absence of any other Person appointed in accordance herewith
acting as Custodian, the Trustee agrees to act in such capacity in accordance
with the terms hereof. Notwithstanding anything herein to the contrary, if the
Trustee is no longer the Custodian, any provision or requirement herein
requiring notice or any information or documentation to be provided to the
Custodian shall be construed to require that such notice, information or
documents also be provided to the Trustee. Any Custodian hereunder shall at all
times maintain a fidelity bond and errors and omissions policy in amounts
customary for custodians performing duties similar to those set forth in this
Agreement and, in any event, satisfying the same requirements (including as to
the insurer) as are applicable to any such bond or policy required to be
maintained by the Master Servicer pursuant to Section 3.07.

                  SECTION 8.12. Appointment of Authenticating Agents.

                  (a) The Trustee may appoint at the Trustee's expense an
Authenticating Agent, which shall be authorized to act on behalf of the Trustee
in authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, with the obligations
and responsibilities herein. Each Authenticating Agent must be organized and
doing business under the laws of the United States of 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



                                     -228-
<PAGE>

appointment of an Authenticating Agent shall not relieve the Trustee from any of
its obligations hereunder, and the Trustee shall remain responsible for all acts
and omissions of the Authenticating Agent. In the absence of any other Person
appointed in accordance herewith acting as Authenticating Agent, the Trustee
hereby agrees to act in such capacity in accordance with the terms hereof.
Notwithstanding anything herein to the contrary, if the Trustee is no longer the
Authenticating Agent, any provision or requirement herein requiring notice or
any information or documentation to be provided to the Authenticating Agent
shall be construed to require that such notice, information or documentation
also be provided to the Trustee.

                  (b) Any Person into which any Authenticating Agent may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion, or consolidation to which any
Authenticating Agent shall be a party, or any Person succeeding to the corporate
agency business of any Authenticating Agent, shall continue to be the
Authenticating Agent without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

                  (c) Any Authenticating Agent appointed in accordance with this
Section 8.12 may at any time resign by giving at least 30 days' advance written
notice of resignation to the Trustee, the Master Servicer, the Special Servicer
and the Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent appointed in accordance with this Section 8.12 by giving
written notice of termination to such Authenticating Agent, the Master Servicer
and the Depositor. Upon receiving a notice of such a resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 8.12, the Trustee may
appoint a successor Authenticating Agent, in which case the Trustee shall give
written notice of such appointment to the Master Servicer, the Certificate
Registrar and the Depositor and shall mail notice of such appointment to all
Holders of Certificates; provided, however, that no successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
8.12. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent.

                  SECTION 8.13. Appointment of Tax Administrators.

                  (a) The Trustee may appoint at the Trustee's expense any
Person with appropriate tax-related experience to act as Tax Administrator
hereunder; provided that, in the absence of any other Person appointed in
accordance herewith acting as Tax Administrator, the Trustee agrees to act in
such capacity in accordance with the terms hereof. The appointment of a Tax
Administrator shall not relieve the Trustee from any of its obligations
hereunder, and the Trustee shall remain responsible for all acts and omissions
of the Tax Administrator. The Trustee shall cause any such Tax Administrator
appointed by it to execute and deliver to the Trustee an instrument in which
such Tax Administrator shall agree to act in such capacity, with the obligations
and responsibilities herein.

                  (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



                                     -229-
<PAGE>

the execution or filing of any paper or any further act on the part of the
Trustee or the Tax Administrator.

                  (c) Any Tax Administrator appointed in accordance with this
Section 8.13 may at any time resign by giving at least 30 days' advance written
notice of resignation to the Trustee, the Master Servicer, the Special Servicer
and the Depositor. The Trustee may at any time terminate the agency of any Tax
Administrator appointed in accordance with this Section 8.13 by giving written
notice of termination to such Tax Administrator, the Master Servicer, and the
Depositor. Upon receiving a notice of such a resignation or upon such a
termination, or in case at any time any Tax Administrator shall cease to be
eligible in accordance with the provisions of this Section 8.13, the Trustee may
appoint a successor Tax Administrator, in which case the Trustee shall give
written notice of such appointment to the Master Servicer, the Special Servicer
and the Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor Tax Administrator shall be
appointed unless eligible under the provisions of this Section 8.13. Any
successor Tax Administrator upon acceptance of its appointment hereunder shall
become vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Tax
Administrator.

                  SECTION 8.14. Access to Certain Information.

                  (a) The Trustee shall afford to the Master Servicer, the
Special Servicer and the Depositor, and to the OTS, the FDIC and any other
banking or insurance regulatory authority that may exercise authority over any
Certificateholder, access to any documentation regarding the Loans within its
control that may be required to be provided by this Agreement or by applicable
law. Such access shall be afforded without charge but only upon reasonable prior
written request and during normal business hours at the offices of the Trustee
designated by it.

                  (b) The Trustee shall maintain in its possession and, upon
reasonable prior written request and during normal business hours, shall make
available at its offices for review by the Depositor, the Rating Agencies, the
UBS Warburg Building Companion Loan Noteholder and their designees, the
Controlling Class Representative and, subject to the succeeding paragraph, any
Certificateholder, Certificate Owner or Person identified to the Trustee as a
prospective Transferee of a Certificate or an interest therein, originals and/or
copies of the following items: (i) the Prospectus, any private placement
memorandum and any other disclosure document relating to the Certificates, in
the form most recently provided to the Trustee by the Depositor or by any Person
designated by the Depositor; (ii) this Agreement, each Sub-Servicing Agreement
delivered to the Trustee since the Closing Date and any amendments hereto or
thereto; (iii) all Certificateholder Reports made available to
Certificateholders pursuant to Section 4.02(a) since the Closing Date; (iv) all
Annual Performance Certifications delivered by the Master Servicer and the
Special Servicer, respectively, to the Trustee since the Closing Date; (v) all
Annual Accountants' Reports caused to be delivered by or on behalf of the Master
Servicer and the Special Servicer, respectively, to the Trustee since the
Closing Date; (vi) any and all notices and reports delivered to the Trustee with
respect to any Mortgaged Property as to which the environmental testing
contemplated by Section 3.09(c) revealed that either of the conditions set forth
in clauses (i) and (ii) of the first sentence thereof was not satisfied; (vii)
each of the Mortgage Files, including any and all modifications, extensions,
waivers and amendments of the terms of a 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


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appraisal obtained hereunder with respect to any Mortgaged Property or REO
Property to be delivered to the Trustee by the Master Servicer or Special
Servicer, as applicable, promptly following its having been obtained); (ix) any
and all Officer's Certificates and other evidence delivered to or by the Trustee
to support its, the Master Servicer's, the Special Servicer's or the Fiscal
Agent's, as the case may be, determination that any Advance was (or, if made,
would be) a Nonrecoverable Advance; (x) any and all information provided to the
Trustee pursuant to Section 6.11(a) or 6.11A(a); (xi) the Schedule of Exceptions
to Mortgage File Delivery prepared by the Trustee pursuant to Section 2.02(a)
and any exception report prepared by the Trustee pursuant to Section 2.02(b);
(xii) all notices of a breach of representation and warranty given by or
received by the Trustee with respect to any party hereto; and (xiii) any
Officer's Certificate delivered to the Trustee by the Special Servicer in
connection with a Final Recovery Determination pursuant to Section 3.09(h). The
Trustee shall provide copies of any and all of the foregoing items upon written
request of any of the parties set forth in the previous sentence; however,
except in the case of the Rating Agencies, the Trustee shall be permitted to
require payment of a sum sufficient to cover the reasonable costs and expenses
of providing such copies. Upon the reasonable request of any Certificateholder,
or any Certificate Owner identified to the Trustee to the Trustee's reasonable
satisfaction, the Trustee shall request from the Master Servicer copies (at the
expense of such Certificateholder or Certificate Owner if the Master Servicer or
Special Servicer charges a fee to cover the reasonable cost of making such
copies available) of any inspection reports prepared by the Master Servicer or
the Special Servicer, copies of any operating statements, rent rolls and
financial statements obtained by the Master Servicer or the Special Servicer and
copies of any CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment
Worksheets prepared by the Master Servicer or the Special Servicer; and, upon
receipt, the Trustee shall make such items available to the requesting
Certificateholder or Certificate Owner.

                  In connection with providing access to or copies of the items
described in the preceding paragraph, the Trustee shall require: (i) in the case
of Certificateholders and Certificate Owners, a written confirmation executed by
the requesting Person substantially in the form of Exhibit L-1 (or in such other
form as may be reasonably acceptable to the Trustee) generally to the effect
that such Person is a Certificateholder or a beneficial holder of Book-Entry
Certificates and will keep such information confidential (except that such
Certificateholder or Certificate Owner may provide such information to any other
Person that holds or is contemplating the purchase of any Certificate or
interest therein, provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential); and (ii) in the case of a prospective purchaser of a
Certificate or an interest therein, confirmation executed by the requesting
Person substantially in the form of Exhibit L-2 (or in such other form as may be
reasonably acceptable to the Trustee) generally to the effect that such Person
is a prospective purchaser of a Certificate or an interest therein, is
requesting the information for use in evaluating a possible investment in
Certificates and will otherwise keep such information confidential.

                  (c) The Trustee shall not be liable for providing or
disseminating information in accordance with Section 8.14(a) or (b).

                  SECTION 8.15. Reports to the Securities and Exchange
Commission and Related Reports.

                  (a) With respect to the Trust's fiscal year 2001 (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


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Certificates held in book-entry form, through the Depository) by at least 300
Holders and/or Depository Participants having accounts with the Depository), the
Trustee shall:

          (i) during such fiscal year, in accordance with the Exchange Act, the
     rules and regulations promulgated thereunder and applicable "no-action
     letters" issued by the Commission, prepare for filing, execute and properly
     file with the Commission monthly, with respect to the Trust, a Current
     Report on Form 8-K with copies of the Distribution Date Statements,
     Mortgage Pool Data Update Reports and Unrestricted Servicer Reports
     attached as exhibits;

          (ii) during such fiscal year, (A) monitor for and promptly notify the
     Depositor of the occurrence or existence of any of the matters identified
     in Section 11.11(a) and/or Section 8.15(b) (in each case to the extent that
     a Responsible Officer of the Trustee has actual knowledge thereof), (B)
     cooperate with the Depositor in obtaining all necessary information in
     order to enable the Depositor to prepare a Current Report on Form 8-K
     reporting any such matter in accordance with the Exchange Act, the rules
     and regulations promulgated thereunder and applicable "no-action letters"
     issued by the Commission, and (C) execute and promptly file with the
     Commission any such Current Report on Form 8-K prepared by or on behalf of
     the Depositor and delivered to the Trustee; and

          (iii) within 90 days following the end of such fiscal year, prepare,
     execute and properly file with the Commission, with respect to the Trust,
     an Annual Report on Form 10-K which complies in all material respects with
     the requirements of the Exchange Act, the rules and regulations promulgated
     thereunder and applicable "no-action letters" issued by the Commission;

provided that (x) the Trustee shall not have any responsibility to file any
items (other than those generated by it) that have not been received in a format
suitable (or readily convertible into a format suitable) for electronic filing
via the EDGAR system and shall not have any responsibility to convert any such
items (other than those generated by it or that are readily convertible) to such
format and (y) the Depositor shall be responsible for preparing, executing and
filing (via the EDGAR system within fifteen (15) days following the Closing
Date) a Current Report on Form 8-K reporting the establishment of the Trust and
whereby this Agreement is filed as an exhibit. Each of the other parties to this
Agreement shall deliver to the Trustee in the format required (or readily
convertible into the format required) for electronic filing via the EDGAR system
any and all items (including, in the case of the Master Servicer and the Special
Servicer, Unrestricted Servicer Reports) contemplated to be filed with the
Commission pursuant to this Section 8.15(a).

                  (b) At all times during the Trust's fiscal year 2001 (and, if
as of the beginning of any other fiscal year for the Trust, the Registered
Certificates are held (directly or, in the case of Registered Certificates held
in book-entry form, through the Depository) by at least 300 Holders and/or
Depository Participants having accounts with the Depository, at all times during
such other fiscal year), the Trustee shall promptly notify the Depositor of the
occurrence or existence of any of the following matters of which a Responsible
Officer of the Trustee has actual knowledge:

          (i) any failure of the Trustee to make any monthly distributions to
     the Holders of any Class of Certificates, which failure is not otherwise
     reflected in the


                                     -232-
<PAGE>

     Certificateholder Reports filed with the Commission or has not otherwise
     been reported to the Depositor pursuant to any other section of this
     Agreement;

          (ii) any acquisition or disposition by the Trust of a Mortgage Loan or
     an REO Property, which acquisition or disposition has not otherwise been
     reflected in the Certificateholder Reports filed with the Commission or has
     not otherwise been reported to the Depositor pursuant to any other section
     of this Agreement;

          (iii) any other acquisition or disposition by the Trust of a
     significant amount of assets (other than Permitted Investments, Mortgage
     Loans and REO Properties), other than in the normal course of business;

          (iv) any change in the fiscal year of the Trust;

          (v) any material legal proceedings, other than ordinary routine
     litigation incidental to the business of the Trust, to which the Trust (or
     any party to this Agreement on behalf of the Trust) is a party or of which
     any property included in the Trust Fund is subject, or any threat by a
     governmental authority to bring any such legal proceedings;

          (vi) any event of bankruptcy, insolvency, readjustment of debt,
     marshalling of assets and liabilities, or similar proceedings in respect of
     or pertaining to the Trust or any party to this Agreement, or any actions
     by or on behalf of the Trust or any party to this Agreement indicating its
     bankruptcy, insolvency or inability to pay its obligations; and

          (vii) any change in the rating or ratings assigned to any Class of
     Certificates not otherwise reflected in the Certificateholder Reports filed
     with the Commission;

provided that (1) the actual knowledge of a Responsible Officer of the Trustee
of any material legal proceedings of which property included in the Trust Fund
is subject or of any material legal proceedings threatened by a governmental
authority is limited (except where the Trustee received information regarding
such proceeding from the Master Servicer or the Special Servicer pursuant to
subsection (c) below) to circumstances where it would be reasonable for the
Trustee to identify such property as an asset of, or as securing an asset of,
the Trust or such threatened proceedings as concerning the Trust and (2) no
Responsible Officer of the Trustee shall be deemed to have actual knowledge of
the matters described in clauses (vi) and (vii) of this Section 8.15(b) unless
(x) any such matter contemplated in clause (vi) occurred or related specifically
to the Trust or (y) such Responsible Officer was notified in a written
instrument addressed to it.

                  (c) The Master Servicer, the Special Servicer and the
Depositor shall each, as applicable, promptly notify the Trustee of the
occurrence or existence of any of the following matters of which a Servicing
Officer thereof has actual knowledge:

          (i) any material legal proceedings, other than ordinary routine
     litigation incidental to the business of such Person, to which the Trust or
     such Person or such Person on behalf of the Trust is a party or of which
     any property included in the Trust Fund is subject, or any threat by a
     governmental authority to bring any such legal proceedings; and

                                     -233-
<PAGE>

          (ii) any event of bankruptcy, insolvency, readjustment of debt,
     marshalling of assets and liabilities, or similar proceedings in respect of
     such Person or the Trust, or any actions by or on behalf of such Person or
     the Trust indicating its bankruptcy, insolvency or inability to pay its
     obligations.

                  (d) If as of the beginning of any fiscal year for the Trust
(other than fiscal year 2001), the Registered Certificates are held (directly
or, in the case of Registered Certificates held in book-entry form, through the
Depository) by less than 300 Holders and/or Depository Participants having
accounts with the Depository, the Trustee shall, in accordance with the Exchange
Act and the rules and regulations promulgated thereunder, timely file a Form 15
with respect to the Trust.

                  SECTION 8.16. Representations and Warranties of Trustee.

                  (a) The Trustee hereby represents and warrants to the Master
Servicer, the Special Servicer and the Depositor and for the benefit of the
Certificateholders and the UBS Warburg Building Companion 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


                                     -234-
<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.

                  (b) The representations and warranties of the Trustee set
forth in Section 8.16(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations,
warranties and covenants, the party discovering such breach shall give prompt
written notice thereof to the other parties hereto.

                  (c) Any successor Trustee shall be deemed to have made, as of
the date of its succession, each of the representations and warranties set forth
in Section 8.16(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 8.16(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.

                  SECTION 8.17. The Fiscal Agent.

                  (a) The Fiscal Agent shall at all times maintain a long-term
unsecured debt rating of no less than "AA-" from S&P and "Aa3" from Moody's (or,
in the case of either Rating Agency, such lower rating as will not (as confirmed
in writing by such Rating Agency) result in an Adverse Rating Event).

                  (b) To the extent that the Trustee is required, pursuant to
the terms of this Agreement, to make any Advance, whether as successor master
servicer or otherwise, and has failed to do so in accordance with the terms
hereof, the Fiscal Agent shall make such Advance when and as required by the
terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the
Trustee hereunder. To the extent that the Fiscal Agent makes an Advance pursuant
to this Section 8.17(b) or otherwise pursuant to this Agreement, the obligations
of the Trustee under this Agreement in respect of such 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.

                                     -235-
<PAGE>

                  (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 UBS Warburg Building Companion 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
UBS Warburg Building Companion 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.

          (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.

                                     -236-
<PAGE>

          (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.



                                     -237-
<PAGE>

                                   ARTICLE IX

                                   TERMINATION

                  SECTION 9.01. Termination Upon Repurchase or Liquidation of
All Mortgage Loans.

                  Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer, the Fiscal Agent and the Trustee (other
than the obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment): (i) to the Certificateholders of all amounts held by or
on behalf of the Trustee and required hereunder to be so paid on the
Distribution Date following the earlier to occur of (A) the purchase by the
Depositor, the Master Servicer, Lehman Brothers, the Special Servicer or any
Controlling Class Certificateholder of all Mortgage Loans and each REO Property
remaining in REMIC I at a price equal to (1) the sum (x) of the aggregate
Purchase Price of all the Mortgage Loans and (y) the aggregate Appraised Values
of any REO Properties then included in REMIC I, minus (2) if the purchaser is
the Master Servicer or the Special Servicer, the aggregate amount of
unreimbursed Advances made by such Person, together with any interest accrued
and payable to such Person in respect of unreimbursed Advances in accordance
with Section 3.11(g) and, in the case of the Master Servicer, Section 4.03(d) or
Section 4.03A(d), and any unpaid servicing compensation remaining outstanding
(which items shall be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as the case may be, in connection with such
purchase), and (B) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I;
and (ii) to the Trustee, the Fiscal Agent, the Master Servicer, the Special
Servicer and the members, managers, officers, directors, employees and/or agents
of each of them of all amounts which may have become due and owing to any of
them hereunder; provided, however, that in no event shall the trust created
hereby continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date hereof.

                  Each of the Depositor, Lehman Brothers, the Special Servicer,
any Controlling Class Certificateholder (with priority among such Holders being
given to the Holder of Certificates representing the greatest Percentage
Interest in the Controlling Class) or the Master Servicer, in that order of
priority (with the Depositor having the most senior priority), may at its option
elect to purchase all of the Mortgage Loans and each REO Property remaining in
REMIC I as contemplated by clause (i) of the preceding paragraph by giving
written notice to the other parties hereto no later than 60 days prior to the
anticipated date of purchase; provided, however, that (i) the aggregate Stated
Principal Balance of the Mortgage Pool at the time of such election is less than
1% of the Initial Pool Balance set forth in the Preliminary Statement, and (ii)
no such Person shall have the right to effect such a purchase if, within 30 days
following its delivery of a notice of election pursuant to this paragraph, any
other such Person with a higher priority shall give notice of its election to
purchase all of the Mortgage Loans and each REO Property remaining in REMIC I
and shall thereafter effect such purchase in accordance with the terms hereof.
If the Trust Fund is to be terminated in connection with the Master Servicer's,
the Special Servicer's, a Controlling Class Certificateholder's, Lehman
Brothers' or the Depositor's purchase of all of the Mortgage Loans and each REO
Property remaining in REMIC I, the Master Servicer, the Special Servicer, such
Controlling Class Certificateholder, Lehman Brothers or the Depositor, as
applicable, shall deliver to the Trustee not later than the fifth Business Day
preceding the Distribution Date on


                                     -238-
<PAGE>

which the final distribution on the Certificates is to occur: (x) for deposit in
the Pool Custodial Account, an amount in immediately available funds equal to
the above-described purchase price (provided, however, that if any REO Property
being purchased pursuant to the foregoing was formerly the UBS Warburg Building
Mortgaged Property, the portion of the above-described purchase price allocable
to such REO Property shall initially be deposited into the UBS Warburg Building
Custodial Account); and (y) an Opinion of Counsel, at the expense of the party
effecting the purchase, stating that the termination of the Trust satisfies the
requirements of a qualified liquidation under Section 860F of the Code and any
regulations thereunder. In addition, the Master Servicer shall transfer to the
Collection Account all amounts required to be transferred thereto on such Master
Servicer Remittance Date from the Pool Custodial Account pursuant to the first
paragraph of Section 3.04(b), together with any other amounts on deposit in the
Pool Custodial Account that would otherwise be held for future distribution.
Upon confirmation that such final deposits have been made, subject to Section
3.25, the Trustee shall release or cause to be released to the Master Servicer,
the Special Servicer, the purchasing Controlling Class Certificateholder, Lehman
Brothers or the Depositor, as applicable, the Mortgage Files for the remaining
Mortgage Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the Master Servicer, the Special Servicer, the
purchasing Controlling Class Certificateholder, Lehman Brothers or the
Depositor, as applicable, as shall be necessary to effectuate transfer of the
Mortgage Loans and REO Properties to the Master Servicer, the Special Servicer,
the purchasing Controlling Class Certificateholder, Lehman Brothers or the
Depositor (or their respective designees), as applicable. Any transfer of
Mortgage Loans, except in the case of the UBS Warburg Building Mortgage Loan,
pursuant to this paragraph shall be on a servicing-released basis and, if any
Mortgage Loan purchased pursuant to this Section 9.01 is the UBS Warburg
Building Mortgage Loan, the release, endorsement or assignment of the documents
constituting the related Mortgage File and Servicing File shall be in the manner
contemplated by Section 3.25 hereof.

                  Notice of any termination shall be given promptly by the
Trustee by letter to Certificateholders and the UBS Warburg Building Companion
Loan Noteholder mailed (a) if such notice is given in connection with the
Depositor's, the Master Servicer's, the Special Servicer's, Lehman Brothers' or
a Controlling Class Certificateholder's purchase of the Mortgage Loans and each
REO Property remaining in REMIC I, not earlier than the 15th day and not later
than the 25th day of the month next preceding the month of the final
distribution on the Certificates or (b) otherwise during the month of such final
distribution on or before the eighth day of such month, in each case specifying
(i) the Distribution Date upon which the Trust Fund will terminate and final
payment of the Certificates will be made, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and surrender
of the Certificates at the offices of the Certificate Registrar or such other
location therein designated. The Trustee shall give such notice to the Master
Servicer, the Special Servicer and the Depositor at the time such notice is
given to Certificateholders.

                  Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Collection Account that are allocable to payments on the Class of
Certificates so presented and surrendered. Amounts on deposit in the Collection
Account as of the final Distribution Date, exclusive of any portion thereof that
would be payable to any Person in accordance with clauses (ii) through (vii) of
Section 3.05(b), and further exclusive of any portion thereof that represents
Prepayment Premiums,


                                     -239-
<PAGE>

Yield Maintenance Charges and/or Additional Interest, shall be allocated in the
following order of priority, in each case to the extent of remaining available
funds:

          (i) to distributions of interest to the Holders of the respective
     Classes of the Senior Certificates, up to an amount equal to, and pro rata
     in accordance with, all Distributable Certificate Interest in respect of
     each such Class of Certificates for such Distribution Date and, to the
     extent not previously paid, for all prior Distribution Dates;

          (ii) to distributions of principal to the Holders of the respective
     Classes of Class A Certificates, up to an amount equal to, and pro rata in
     accordance with, the Class Principal Balance of each such Class of
     Certificates outstanding immediately prior to such Distribution Date;

          (iii) to distributions to the Holders of the respective Classes of
     Class A Certificates, up to an amount equal to, pro rata in accordance
     with, and in reimbursement of, all Realized Losses and Additional Trust
     Fund Expenses, if any, previously allocated to each such Class of
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (iv) to distributions of interest to the Holders of the Class B
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class B Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (v) to distributions of principal to the Holders of the Class B
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class B Certificates outstanding immediately prior to such Distribution
     Date;

          (vi) to distributions to the Holders of the Class B Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class B
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (vii) to distributions of interest to the Holders of the Class C
     Certificates up to an amount equal to all Distributable Certificate
     Interest in respect of the Class C Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (viii) to distributions of principal to the Holders of the Class C
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class C Certificates outstanding immediately prior to such Distribution
     Date;

          (ix) to distributions to the Holders of the Class C Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class C
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (x) to distributions of interest to the Holders of the Class D
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class D Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

                                     -240-
<PAGE>

          (xi) to distributions of principal to the Holders of the Class D
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class D Certificates outstanding immediately prior to such Distribution
     Date;

          (xii) to distributions to the Holders of the Class D Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class D
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xiii) to distributions of interest to the Holders of the Class E
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class E Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xiv) to distributions of principal to the Holders of the Class E
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class E Certificates outstanding immediately prior to such Distribution
     Date;

          (xv) to distributions to the Holders of the Class E Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class E
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xvi) to distributions of interest to the Holders of the Class F
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class F Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xvii) to distributions of principal to the Holders of the Class F
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class F Certificates outstanding immediately prior to such Distribution
     Date;

          (xviii) to distributions to the Holders of the Class F Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class F
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xix) to distributions of interest to the Holders of the Class G
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class G Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xx) to distributions of principal to the Holders of the Class G
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class G Certificates outstanding immediately prior to such Distribution
     Date;

          (xxi) to distributions to the Holders of the Class G Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class G
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

                                     -241-
<PAGE>

          (xxii) to distributions of interest to the Holders of the Class H
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class H Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xxiii) to distributions of principal to the Holders of the Class H
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class H Certificates outstanding immediately prior to such Distribution
     Date;

          (xxiv) to distributions to the Holders of the Class H Certificates up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class H
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xxv) to distributions of interest to the Holders of the Class J
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class J Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xxvi) to distributions of principal to the Holders of the Class J
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class J Certificates outstanding immediately prior to such Distribution
     Date;

          (xxvii) to distributions to the Holders of the Class J Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class J
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xxviii) to distributions of interest to the Holders of the Class K
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class K Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xxix) to distributions of principal to the Holders of the Class K
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class K Certificates outstanding immediately prior to such Distribution
     Date;

          (xxx) to distributions to the Holders of the Class K Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class K
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xxxi) to distributions of interest to the Holders of the Class L
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class L Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xxxii) to distributions of principal to the Holders of the Class L
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class L Certificates outstanding immediately prior to such Distribution
     Date;

                                     -242-
<PAGE>

          (xxxiii) to distributions to the Holders of the Class L Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class L
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xxxiv) to distributions of interest to the Holders of the Class M
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class M Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xxxv) to distributions of principal to the Holders of the Class M
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class M Certificates outstanding immediately prior to such Distribution
     Date;

          (xxxvi) to distributions to the Holders of the Class M Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class M
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xxxvii) to distributions of interest to the Holders of the Class N
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class N Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xxxviii)to distributions of principal to the Holders of the Class N
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class N Certificates outstanding immediately prior to such Distribution
     Date;

          (xxxix) to distributions to the Holders of the Class N Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class N
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xl) to distributions of interest to the Holders of the Class P
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class P Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xli) to distributions of principal to the Holders of the Class P
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class P Certificates outstanding immediately prior to such Distribution
     Date;

          (xlii) to distributions to the Holders of the Class P Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class P
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xliii) to distributions of interest to the Holders of the Class Q
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class Q Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;


                                     -243-
<PAGE>

          (xliv) to distributions of principal to the Holders of the Class Q
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class Q Certificates outstanding immediately prior to such Distribution
     Date;

          (xlv) to distributions to the Holders of the Class Q Certificates, up
     to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class Q
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xlvi) to distributions of interest to the Holders of the Class S
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of the Class S Certificates for such Distribution Date
     and, to the extent not previously paid, for all prior Distribution Dates;

          (xlvii) to distributions of principal to the Holders of the Class S
     Certificates, up to an amount equal to the Class Principal Balance of the
     Class S Certificates outstanding immediately prior to such Distribution
     Date;

          (xlviii) to distributions to the Holders of the Class S Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to the Class S
     Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (xlix) to make distributions to the Holders of the Class R-III
     Certificates, up to an amount equal to the excess, if any, of (A) the
     aggregate distributions (other than distributions of Net Prepayment
     Consideration) deemed made in respect of the REMIC II Regular Interests on
     such Distribution Date pursuant to Section 4.01(j), over (B) the aggregate
     distributions made in respect of the Regular Interest Certificates on such
     Distribution Date pursuant to clauses (i) through (xlviii) above;

          (l) to make distributions to the Holders of the Class R-II
     Certificates, up to an amount equal to the excess, if any, of (A) the
     aggregate distributions (other than distributions of Net Prepayment
     Consideration) deemed made in respect of the REMIC I Regular Interests on
     such Distribution Date pursuant to Section 4.01(k), over (B) the aggregate
     distributions (other than distributions of Net Prepayment Consideration)
     deemed made in respect of the REMIC II Regular Interests on such
     Distribution Date pursuant to Section 4.01(j); and

          (li) to make distributions to the Holders of the Class R-I
     Certificates, up to an amount equal to the balance, if any, of the
     Available Distribution Amount for such Distribution Date remaining after
     the distributions to be made on such Distribution Date pursuant to clauses
     (i) through (l) above.

                  All distributions of interest made in respect of a Class of
Interest Only Certificates on the final Distribution Date pursuant to clause (i)
above, shall be deemed to have been made in respect of the respective REMIC III
Components of such Class, pro rata in accordance with the respective amounts of
Distributable Component Interest in respect of such REMIC III Components for
such Distribution Date and, to the extent not previously deemed paid pursuant to
Section 4.01(a), for all prior Distribution Dates.

                                     -244-
<PAGE>

                  Any Prepayment Premiums and Yield Maintenance Charges on
deposit in the Collection Account as of the final Distribution Date (net of any
Workout Fees and/or Liquidation Fees payable therefrom) shall be distributed
among the Holders of the Class X-CL, Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates in accordance with Section 4.01(c).

                  Any amounts representing Additional Interest on deposit in the
Collection Account as of the Final Distribution Date shall be distributed to the
Holders of the Class V Certificates in accordance with Section 4.01(d).

                  Any funds not distributed to any Holder or Holders of
Certificates of such Class on such Distribution Date because of the failure of
such Holder or Holders to tender their Certificates shall, on such date, be set
aside and held uninvested in trust and credited to the account or accounts of
the appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this Section 9.01 shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such
reasonable steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If by the second anniversary of the delivery of such
second notice, all of the Certificates shall not have been surrendered for
cancellation, then, subject to applicable law, the Trustee shall distribute to
the Class R-III Certificateholders all unclaimed funds and other assets which
remain subject hereto.

                  All actual distributions on the respective Classes of REMIC
III Certificates on the final Distribution Date in accordance with foregoing
provisions of this Section 9.01 shall be deemed to first have been distributed
from REMIC I to REMIC II on the various REMIC I Regular Interests in accordance
with Section 4.01(k) and then from REMIC II to REMIC III on the various REMIC II
Regular Interests in accordance with Section 4.01(j).

                  SECTION 9.02. Additional Termination Requirements.

                  (a) If the Depositor, Lehman Brothers, any Controlling Class
Certificateholder, the Special Servicer or the Master Servicer purchases all of
the Mortgage Loans and each REO Property remaining in REMIC I as provided in
Section 9.01, the Trust Fund (and, accordingly, each REMIC Pool) shall be
terminated in accordance with the following additional requirements, unless the
Person effecting such purchase obtains at its own expense and delivers to the
Trustee and the Tax Administrator, an Opinion of Counsel, addressed to the
Trustee and the Tax Administrator, to the effect that the failure of the Trust
Fund to comply with the requirements of this Section 9.02 will not result in an
Adverse REMIC Event or an Adverse Grantor Trust Event:

          (i) the Tax Administrator shall specify the first day in the 90-day
     liquidation period in a statement attached to the final Tax Return for each
     REMIC Pool pursuant to Treasury regulation section 1.860F-1 and shall
     satisfy all requirements of a qualified


                                     -245-
<PAGE>

     liquidation under Section 860F of the Code and any regulations thereunder
     as set forth in the Opinion of Counsel obtained pursuant to Section 9.01
     from the party effecting the purchase of all the Mortgage Loans and REO
     Property remaining in REMIC I;

          (ii) during such 90-day liquidation period and at or prior to the time
     of making of the final payment on the Certificates, the Trustee shall sell
     all of the assets of REMIC I to the Master Servicer, Lehman Brothers, the
     purchasing Controlling Class Certificateholder, the Special Servicer or the
     Depositor, as applicable, for cash; and

          (iii) at the time of the making of the final payment on the
     Certificates, the Trustee shall distribute or credit, or cause to be
     distributed or credited, to the Certificateholders in accordance with
     Section 9.01 all cash on hand (other than cash retained to meet claims),
     and each REMIC Pool shall terminate at that time.

                  (b) By their acceptance of Certificates, the Holders thereof
hereby agree to authorize the Tax Administrator to specify the 90-day
liquidation period for each REMIC Pool, which authorization shall be binding
upon all successor Certificateholders.

                                     -246-
<PAGE>

                                   ARTICLE X

                            ADDITIONAL TAX PROVISIONS


                  SECTION 10.01. REMIC Administration.

                  (a) The Tax Administrator shall elect to treat each REMIC Pool
as a REMIC under the Code and, if necessary, under applicable state law. Such
election will be made on Form 1066 or other appropriate federal or state Tax
Returns for the taxable year ending on the last day of the calendar year in
which the Certificates are issued.

                  (b) The REMIC I Regular Interests, the REMIC II Regular
Interests and the Regular Interest Certificates (or, in the case of each Class
of Interest Only Certificates, each of the REMIC III Components of such Class)
are hereby designated as "regular interests" (within the meaning of Section
860G(a)(1) of the Code) in REMIC I, REMIC II and REMIC III, respectively. The
Class R-I Certificates, the Class R-II Certificates and the Class R-III
Certificates are hereby designated as the single class of "residual interests"
(within the meaning of Section 860G(a)(2) of the Code) in REMIC I, REMIC II and
REMIC III, respectively. None of the Master Servicer, the Special Servicer or
the Trustee shall (to the extent within its control) permit the creation of any
other "interests" in REMIC I, REMIC II or REMIC III (within the meaning of
Treasury regulation section 1.860D-1(b)(1)).

                  (c) The Closing Date is hereby designated as the "startup day"
of each REMIC Pool within the meaning of Section 860G(a)(9) of the Code.

                  (d) The related Plurality Residual Interest Certificateholder
as to the applicable taxable year is hereby designated as the Tax Matters Person
of each REMIC Pool, and shall act on behalf of the related REMIC in relation to
any tax matter or controversy and shall represent the related REMIC in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority; provided that the Tax Administrator is hereby
irrevocably appointed to act and shall act (in consultation with the Tax Matters
Person for each REMIC Pool) as agent and attorney-in-fact for the Tax Matters
Person for each REMIC Pool in the performance of its duties as such.

                  (e) For purposes of Treasury regulation section
1.860G-1(a)(4)(iii), the related Legal Final Distribution Date has been
designated the "latest possible maturity date" of each REMIC I Regular Interest,
each REMIC II Regular Interest and each Class of Regular Interest Certificates
(or, in the case of a Class of Interest Only Certificates, each REMIC III
Component of such Class).

                  (f) Except as otherwise provided in Section 3.17(a) and
subsections (i) and (j) below, the Tax Administrator shall pay out of its own
funds any and all routine tax administration expenses of the Trust Fund incurred
with respect to each REMIC Pool (but not including any professional fees or
expenses related to audits or any administrative or judicial proceedings with
respect to the Trust Fund that involve the IRS or state tax authorities which
extraordinary expenses shall be payable or reimbursable to the Tax Administrator
from the Trust Fund (exclusive of the Grantor Trusts Assets), unless otherwise
provided in Section 10.01(i) or 10.01(j)).

                                     -247-
<PAGE>

                  (g) Within 30 days after the Closing Date, the Tax
Administrator shall prepare and file with the IRS Form 8811, "Information Return
for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the Trust Fund. In addition, the Tax
Administrator shall prepare, sign and file all of the other Tax Returns in
respect of each REMIC Pool. The expenses of preparing and filing such returns
shall be borne by the Tax Administrator without any right of reimbursement
therefor. The other parties hereto shall provide on a timely basis to the Tax
Administrator or its designee such information with respect to each REMIC Pool
as is in its possession and reasonably requested by the Tax Administrator to
enable it to perform its obligations under this Section 10.01. Without limiting
the generality of the foregoing, the Depositor, within ten days following the
Tax Administrator's request therefor, shall provide in writing to the Tax
Administrator such information as is reasonably requested by the Tax
Administrator for tax purposes, as to the valuations and issue prices of the
Certificates, and the Tax Administrator's duty to perform its reporting and
other tax compliance obligations under this Section 10.01 shall be subject to
the condition that it receives from the Depositor such information possessed by
the Depositor that is necessary to permit the Tax Administrator to perform such
obligations.

                  (h) The Tax Administrator shall perform on behalf of each
REMIC Pool all reporting and other tax compliance duties that are the
responsibility of each such REMIC Pool under the Code, the REMIC Provisions or
other compliance guidance issued by the IRS or any state or local taxing
authority. Included among such duties, the Tax Administrator shall provide to:
(i) any Transferor of a Residual Interest Certificate, such information as is
necessary for the application of any tax relating to the transfer of a Residual
Interest Certificate to any Person who is not a Permitted Transferee; (ii) the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions, including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption as
required hereunder); and (iii) the IRS, the name, title, address and telephone
number of the Person who will serve as the representative of each REMIC Pool.

                  (i) The Tax Administrator shall perform its duties hereunder
so as to maintain the status of each REMIC Pool as a REMIC under the REMIC
Provisions (and the Trustee, the Master Servicer and the Special Servicer shall
assist the Tax Administrator to the extent reasonably requested by the Tax
Administrator and to the extent of information within the Trustee's, the Master
Servicer's or the Special Servicer's possession or control). None of the Tax
Administrator, the Master Servicer, the Special Servicer, or the Trustee shall
knowingly take (or cause any REMIC Pool to take) any action or fail to take (or
fail to cause to be taken) any action that, under the REMIC Provisions, if taken
or not taken, as the case may be, could (i) endanger the status of any REMIC
Pool as a REMIC, or (ii) except as provided in Section 3.17(a), result in the
imposition of a tax upon any REMIC Pool (including, but not limited to, the tax
on prohibited transactions as defined in Section 860F(a)(2) of the Code and the
tax on contributions to a REMIC set forth in Section 860G(d) of the Code) or the
result in the imposition of a tax on "net income from foreclosure property" as
defined in Section 860G(c) of the Code (any such endangerment of REMIC status
or, except as provided in Section 3.17(a), imposition of a tax, an "Adverse
REMIC Event"), unless the Tax Administrator has obtained or received an Opinion
of Counsel (at the expense of the party requesting such action or at the expense
of the Trust Fund if the Tax Administrator seeks to take such action or to
refrain from acting for the benefit of the Certificateholders) 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


                                     -248-
<PAGE>

REMIC Event or an Adverse Grantor Trust Event could result from such action or
failure to act. In addition, prior to taking any action with respect to any
REMIC Pool, or causing any REMIC Pool to take any action, that is not expressly
permitted under the terms of this Agreement, the Master Servicer and the Special
Servicer shall consult with the Tax Administrator or its designee, in writing,
with respect to whether such action could cause an Adverse REMIC Event or an
Adverse Grantor Trust Event to occur. The Tax Administrator may consult with
counsel to make such written advice, and the cost of same shall be borne by the
party seeking to take the action not permitted by this Agreement, but in no
event at the cost or expense of the Trust Fund or the Trustee. At all times as
may be required by the Code, the Tax Administrator shall make reasonable efforts
to ensure that substantially all of the assets of each REMIC Pool will consist
of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.

                  (j) If any tax is imposed on any REMIC Pool, including
"prohibited transactions" taxes as defined in Section 860F(a)(2) of the Code,
any tax on "net income from foreclosure property" as defined in Section 860G(c)
of the Code, any taxes on contributions to any REMIC Pool after the Startup Day
pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code
or any applicable provisions of State or Local Tax laws (other than any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.17(a)),
such tax, together with all incidental costs and expenses (including penalties
and reasonable attorneys' fees), shall be charged to and paid by: (i) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax
Administrator of any of its obligations under this Section 10.01; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.01; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.01; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.01; (v) the Depositor, if such tax was imposed due to the
fact that any of the Mortgage Loans did not, at the time of their transfer to
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


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Mortgage Loans (except in connection with (A) the default or reasonably
foreseeable material default of a Mortgage Loan, including, but not limited to,
the sale or other disposition of a Mortgaged Property acquired by deed in lieu
of foreclosure, (B) the bankruptcy of any REMIC Pool, (C) the termination of any
REMIC Pool pursuant to Article IX of this Agreement, or (D) a purchase of
Mortgage Loans pursuant to or as contemplated by Article II or III of this
Agreement); (ii) the sale or disposition of any investments in the Pool
Custodial Account or the Pool REO Account for gain; or (iii) the acquisition of
any assets for any REMIC Pool (other than a Mortgaged Property acquired through
foreclosure, deed in lieu of foreclosure or otherwise in respect of a defaulted
Mortgage Loan and other than Permitted Investments acquired in connection with
the investment of funds in the Pool Custodial Account or the Pool REO Account;
in any event unless it has received an Opinion of Counsel (at the expense of the
party seeking to cause such sale, disposition, or acquisition but in no event at
the expense of the Trust Fund or the Trustee) to the effect that such sale,
disposition, or acquisition will not cause: (x) any REMIC Pool to fail to
qualify as a REMIC at any time that any Certificates are outstanding; or (y) the
imposition of any tax on any REMIC Pool under the REMIC Provisions or other
applicable provisions of federal, state and local law or ordinances.

                  (n) Except as permitted by Section 3.17(a), none of the
Trustee, the Master Servicer and the Special Servicer shall enter into any
arrangement by which any REMIC Pool will receive a fee or other compensation for
services nor permit any REMIC Pool to receive any income from assets other than
"qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.

                  SECTION 10.02. Grantor Trust Administration.

                  (a) The Tax Administrator shall treat the Grantor Trust, for
tax return preparation purposes, as a grantor trust under the Code and, if
necessary, under applicable state law and will file appropriate federal or state
Tax Returns for each taxable year ending on or after the last day of the
calendar year in which the Certificates are issued.

                  (b) The Tax Administrator shall pay out of its own funds any
and all routine tax administration expenses of the Trust Fund incurred with
respect to the Grantor Trust (but not including any professional fees or
expenses related to audits or any administrative or judicial proceedings with
respect to the Trust Fund that involve the IRS or state tax authorities which
extraordinary expenses shall be payable or reimbursable to the Tax Administrator
from the Grantor Trust Assets in the Trust Fund unless otherwise provided in
Section 10.02(e) or 10.02(f)).

                  (c) The Tax Administrator shall prepare, sign and file all of
the Tax Returns in respect of the Grantor Trust. The expenses of preparing and
filing such returns shall be borne by the Tax Administrator without any right of
reimbursement therefor. The Tax Administrator shall comply with such requirement
by filing Form 1041, indicating the name and address of the Trust and signed by
the Tax Administrator but otherwise left blank. There shall be appended to each
such form a schedule for each Certificateholder indicating such
Certificateholder's share of income and expenses of the Trust for the portion of
the preceding calendar year in which such Certificateholder possessed an
Ownership Interest in a Certificate. Such form shall be prepared in sufficient
detail to enable reporting on the cash or accrual method of accounting, as
applicable, and to report on such Certificateholder's fiscal year if other than
the calendar year. The other parties hereto shall provide on a timely basis to
the Tax Administrator or its designee such information with respect to the
Grantor Trust as is in its possession


                                     -250-
<PAGE>


and reasonably requested by the Tax Administrator to enable it to perform its
obligations under this Section 10.02. Without limiting the generality of the
foregoing, the Depositor, within ten days following the Tax Administrator's
request therefor, shall provide in writing to the Tax Administrator such
information as is reasonably requested by the Tax Administrator for tax
purposes, and the Tax Administrator's duty to perform its reporting and other
tax compliance obligations under this Section 10.02 shall be subject to the
condition that it receives from the Depositor such information possessed by the
Depositor that is necessary to permit the Tax Administrator to perform such
obligations.

                  (d) The Tax Administrator shall perform on behalf of the
Grantor Trust all reporting and other tax compliance duties that are required in
respect thereof under the Code, the Grantor Trust Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority, including the
furnishing to Certificateholders of the schedules described in Section 10.01(c).

                  (e) The Tax Administrator shall perform its duties hereunder
so as to maintain the status of the Grantor Trust as a grantor trust under the
Grantor Trust Provisions (and the Trustee, the Master Servicer and the Special
Servicer shall assist the Tax Administrator to the extent reasonably requested
by the Tax Administrator and to the extent of information within the Trustee's,
the Master Servicer's or the Special Servicer's possession or control). None of
the Tax Administrator, Master Servicer, the Special Servicer or the Trustee
shall knowingly take (or cause the Grantor Trust to take) any action or fail to
take (or fail to cause to be taken) any action that, under the Grantor Trust
Provisions, if taken or not taken, as the case may be, could endanger the status
of the Grantor Trust as a grantor trust under the Grantor Trust Provisions or
result in the imposition of a tax upon the Grantor Trust or its assets or
transactions (any such endangerment or imposition, an "Adverse Grantor Trust
Event"), unless the Tax Administrator has obtained or received an Opinion of
Counsel (at the expense of the party requesting such action or at the expense of
the Trust Fund if the Tax Administrator seeks to take such action or to refrain
from taking any action for the benefit of the Certificateholders) to the effect
that the contemplated action will not result in an Adverse Grantor Trust Event.
None of the other parties hereto shall take any action or fail to take any
action (whether or not authorized hereunder) as to which the Tax Administrator
has advised it in writing that the Tax Administrator has received or obtained an
Opinion of Counsel to the effect that an Adverse Grantor Trust Event could
result from such action or failure to act. In addition, prior to taking any
action with respect to the Grantor Trust, or causing the Trust Fund to take any
action, that is not expressly permitted under the terms of this Agreement, the
Master Servicer and the Special Servicer shall consult with the Tax
Administrator or its designee, in writing, with respect to whether such action
could cause an Adverse Grantor Trust Event to occur. The Tax Administrator may
consult with counsel to make such written advice, and the cost of same shall be
borne by the party seeking to take the action not permitted by this Agreement,
but in no event at the cost or expense of the Trust Fund, the Tax Administrator
or the Trustee.

                  (f) If any tax is imposed on the Grantor Trust, such tax,
together with all incidental costs and expenses (including penalties and
reasonable attorneys' fees), shall be charged to and paid by: (i) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax
Administrator of any of its obligations under this Section 10.02; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.02; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.02; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.02; or (v) the portion of the Trust Fund constituting the
Grantor Trust in all other instances.

                                     -251-
<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 UBS Warburg Building Companion 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 thereunder if the Securities Act or those rules
are amended or clarified so as to allow for the relaxation or elimination of
that requirement; (vi) as evidenced by an Opinion of Counsel delivered to the
Master Servicer, the Special Servicer and the Trustee, either (A) to comply with
any requirements imposed by the Code or any successor or amendatory statute or
any temporary or final regulation, revenue ruling, revenue procedure or other
written official announcement or interpretation relating to federal income tax
laws or any such proposed action which, if made effective, would apply
retroactively to any of the REMIC Pools or the Grantor Trust at least from the
effective date of such amendment, or (B) to avoid the occurrence of a prohibited
transaction or to reduce the incidence of any tax that would arise from any
actions taken with respect to the operation of any REMIC Pool or the Grantor
Trust; (vii) as provided in Section 5.02(d)(iv) to modify, add to or eliminate
any of the provisions of Section 5.02(d)(i), (ii) or (iii); or (viii), to
otherwise modify or delete existing provisions of this Agreement; provided that
such amendment (other than any amendment for any of the specific purposes
described in clauses (i), (ii), (iv), (v), (vi) and (vii) above) shall not
adversely affect in any material respect the interests of any Certificateholder
or the UBS Warburg Building Companion Loan Noteholder, as evidenced by either an
Opinion of Counsel delivered to the Trustee and each other party hereto to such
effect or, in the case of a Class of Certificates or a class of Companion Loan
Securities to which a rating has been assigned by one or more Rating Agencies,
written confirmation from each applicable Rating Agency to the effect that such
amendment shall not result in an Adverse Rating Event; and provided, further,
that such amendment shall not significantly change the activities of the Trust.

                  (b) This Agreement may also be amended from time to time by
the agreement of the parties hereto with the consent of the Holders of
Certificates entitled to at least 66-2/3% of the Voting Rights allocated to the
affected Classes for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments received or advanced on Loans which are required to be distributed
on any Certificate, without the consent of the Holder of such Certificate, or
which are required to be distributed to the UBS Warburg Building Companion Loan
Noteholder, without the consent of the UBS Warburg Building Companion Loan
Noteholder, (ii) adversely affect in any material respect the interests of the
Holders of any Class of Certificates or the UBS Warburg Building Companion


                                     -252-
<PAGE>

Loan Noteholder in a manner other than as described in (i) without the consent
of the Holders of all Certificates of such Class or the consent of the UBS
Warburg Building Companion Loan Noteholder, as the case may be, (iii)
significantly change the activities of the Trust without the consent of the
Holders of Certificates entitled to 51% of all the Voting Rights (without regard
to Certificates held by the Depositor or any of the Depositor's Affiliates
and/or agents), (iv) modify the provisions of this Section 11.01, without the
consent of the Holders of all Certificates then outstanding and the consent of
the UBS Warburg Building Companion 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 UBS
Warburg Building Companion Loan Noteholder, or (vi) modify the specified
percentage of Voting Rights which are required to be held by Certificateholders
to consent or not to object to any particular action pursuant to any provision
of this Agreement without the consent of the Holders of all Certificates then
outstanding. Notwithstanding any other provision of this Agreement, for purposes
of the giving or withholding of consents pursuant to this Section 11.01(b),
Certificates registered in the name of any party hereto or any Affiliate thereof
shall be entitled to the same Voting Rights with respect to matters described
above as they would if any other Person held such Certificates, so long as the
subject amendment does not relate to increasing its rights or reducing or
limiting its obligations hereunder as a party to this Agreement.

                  (c) Notwithstanding any contrary provision of this Agreement,
the Trustee shall not consent to any amendment to this Agreement unless it shall
first have obtained or been furnished with an Opinion of Counsel (at the expense
of the party seeking such amendment) addressed to the Trustee and each other
party hereto, to the effect that (i) such amendment or the exercise of any power
granted to the Trustee, the Master Servicer or the Special Servicer in
accordance with such amendment will not result in the imposition of a tax on any
REMIC Pool pursuant to the REMIC Provisions, cause any REMIC Pool to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor
trust within the meaning of the Grantor Trust Provisions at any time that any
Certificates are outstanding and (ii) such amendment complies in all material
respects with the provisions of this Section 11.01.

                  (d) Promptly after the execution of any such amendment, the
Trustee shall send a copy thereof to each Certificateholder and the UBS Warburg
Building Companion Loan Noteholder.

                  (e) It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

                  (f) Each of the Master Servicer, the Special Servicer and the
Trustee may but shall not be obligated to enter into any amendment pursuant to
this section that affects its rights, duties and immunities under this Agreement
or otherwise.

                  (g) The cost of any Opinion of Counsel to be delivered
pursuant to Section 11.01(a) or (c) shall be borne by the Person seeking the
related amendment, except that if the Master Servicer, the Special Servicer or
the Trustee requests any amendment of this Agreement that protects or is in
furtherance of the rights and interests of Certificateholders, the cost of any
Opinion of Counsel required in connection therewith pursuant to Section 11.01(a)
or (c) shall be payable out of the Pool Custodial Account, in the case of the
Master Servicer and the Special Servicer, pursuant to Section 3.05(a), or out of
the Collection Account, in the case of the Trustee, pursuant to Section 3.05(b).

                                     -253-
<PAGE>

                  SECTION 11.02. Recordation of Agreement; Counterparts.

                  (a) To the extent permitted by applicable law, this Agreement
is subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Trust Fund, but only upon
direction accompanied by an Opinion of Counsel (the cost of which may be paid
out of the Pool Custodial Account pursuant to Section 3.05(a) or, to the extent
that it benefits the UBS Warburg Building Companion Loan Noteholder, out of the
UBS Warburg Building Custodial Account pursuant to Section 3.05(A)(a)) to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders and/or the UBS Warburg Building Companion Loan
Noteholder; provided, however, that the Trustee shall have no obligation or
responsibility to determine whether any such recordation of this Agreement is
required.

                  (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

                  SECTION 11.03. Limitation on Rights of Certificateholders and
the UBS Warburg Building Companion Loan Noteholder.

                  (a) The death or incapacity of any Certificateholder or the
UBS Warburg Building Companion Loan Noteholder shall not operate to terminate
this Agreement or the Trust Fund, nor entitle such Certificateholder's or the
UBS Warburg Building Companion Loan Noteholder's legal representatives or heirs
to claim an accounting or to take any action or proceeding in any court for a
partition or winding up of the Trust Fund, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

                  (b) The Certificateholders and the UBS Warburg Building
Companion Loan Noteholder (except as expressly provided for herein) shall not
have any right to vote or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders and/or the UBS Warburg
Building Companion Loan Noteholder from time to time as partners or members of
an association; nor shall any Certificateholder or the UBS Warburg Building
Companion Loan Noteholder be under any liability to any third party by reason of
any action taken by the parties to this Agreement pursuant to any provision
hereof.

                  (c) None of the Certificateholders or the UBS Warburg Building
Companion Loan Noteholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Agreement or any Loan, unless, with
respect to any suit, action or proceeding upon or under or with respect to this
Agreement, such Person previously shall have given to the Trustee a written
notice of default hereunder, and of the continuance thereof, as hereinbefore
provided, and unless also (except in the case of a default by the Trustee) the
Holders of Certificates entitled to at least 25% of the Voting Rights shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its


                                     -254-
<PAGE>

receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding. It is understood and
intended, and expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided
for herein, or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
section, each and every Certificateholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

                  SECTION 11.04. Governing Law.

                  This Agreement and the Certificates shall be construed in
accordance with the internal laws of the State of New York applicable to
agreements made and to be performed in said state, and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.

                  SECTION 11.05. Notices.

                  Any communications provided for or permitted hereunder shall
be in writing and, unless otherwise expressly provided herein, shall be deemed
to have been duly given when delivered to: (i) in the case of the Depositor,
Structured Asset Securities Corporation, 101 Hudson Street, Jersey City, New
Jersey 07302, Attention: Scott Lechner--LB-UBS Commercial Mortgage Trust
2001-C7, facsimile number: (212) 526-3746; (ii) in the case of the Master
Servicer, First Union National Bank, First Union Capital Markets, NC 1075, 8739
Research Drive, URP 4, Charlotte, North Carolina 28288 1075, Attention: LB-UBS
Mortgage Trust 2001-C7; facsimile number: (704) 593-7735; (iii) in the case of
the Special Servicer, Lend Lease Asset Management, L.P., 700 North Pearl Street,
Suite 2400, Dallas, Texas 75201, Attention: Michael O'Hanlon, LB-UBS Commercial
Mortgage Trust 2001-C7, facsimile number (214) 720-1553; (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 2001-C7, facsimile number: (312)
904-2084; (v) in the case of the Underwriters, (A) Lehman Brothers, Inc., 101
Hudson Street, Jersey City, New Jersey 07302, Attention: Tricia Hall/Commercial
Mortgage Trading, facsimile number: (212) 526-3746, (B) UBS Warburg LLC, 1285
Avenue of the Americas, New York, New York 10019, Attention: Ahmed Alali,
facsimile number: (212) 713-2099, with a copy to Robert C. Dinerstein, General
Counsel, and (C) Credit Suisse First Boston Corporation, 11 Madison Avenue, New
York, New York 10010, Attention: Allan J. Baum, with a copy to Colleen Graham,
Esq., Compliance Department, facsimile number: (212) 325-8162; (vi) in the case
of the Rating Agencies, (A) Moody's Investors Services, Inc., 99 Church Street,
New York, New York 10007, Attention: CMBS Monitoring, facsimile number: (212)
553-1350, and (B) Standard & Poor's Rating Services, a division of the
McGraw-Hill Companies, Inc., 55 Water Street, 10th Floor, New York, New York
10004, Attention: CMBS Surveillance Department, facsimile number: (212)
438-2662; and (vii) in the case of the Fiscal Agent, to the Trustee on behalf of
the Fiscal Agent; or, as to each such Person, such other address as may
hereafter be furnished by such Person to the parties hereto in writing. Any
communication required or permitted to be delivered to a Certificateholder shall
be deemed to have been duly given when mailed first class, postage prepaid, to
the address of such Holder as shown in the Certificate Register.

                                     -255-
<PAGE>

                  SECTION 11.06. Severability of Provisions.

                  If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.

                  SECTION 11.07. Grant of a Security Interest.

                  The Depositor and the Trustee agree that it is their intent
that the conveyance of the Depositor's right, title and interest in and to the
Mortgage Loans pursuant to this Agreement shall constitute a sale and not a
pledge of security for a loan. If such conveyance is deemed to be a pledge of
security for a loan, however, the Depositor and the Trustee agree that it is
their intent that the rights and obligations of the parties to such loan shall
be established pursuant to the terms of this Agreement. The Depositor and the
Trustee also intend and agree that, in such event, (i) in order to secure
performance of the Depositor's obligations hereunder and payment of the
Certificates, the Depositor shall be deemed to have granted, and does hereby
grant, to the Trustee (in such capacity) a first priority security interest in
the Depositor's entire right, title and interest in and to the assets
constituting the Trust Fund, including the Mortgage Loans, all principal and
interest received or receivable with respect to the Mortgage Loans (other than
principal and interest payments due and payable prior to the Cut-off Date and
any Principal Prepayments received on or prior to the Cut-off Date), all amounts
held from time to time in the Pool Custodial Account, the Collection Account,
the Interest Reserve Account and, if established, the Pool REO Account and the
Defeasance Deposit Account and any and all reinvestment earnings on such
amounts, and all of the Depositor's right, title and interest in and to the
proceeds of any title, hazard or other Insurance Policies related to such
Mortgage Loans, and (ii) this Agreement shall constitute a security agreement
under applicable law. The Depositor shall file or cause to be filed, as a
precautionary filing, a Form UCC-1 substantially in the form attached as Exhibit
J hereto in the State of Delaware promptly following the initial issuance of the
Certificates, and the Trustee shall prepare, execute and file at each such
office, with the reasonable cooperation of the Depositor, continuation
statements with respect thereto, in each case within six months prior to the
fifth anniversary of the immediately preceding filing. The Depositor shall
cooperate in a reasonable manner with the Trustee and the Master Servicer in
preparing and filing such continuation statements. This Section 11.07 shall
constitute notice to the Trustee pursuant to any of the requirements of the 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


                                     -256-
<PAGE>

Agreement or be construed by judicial decision to be inapplicable, such
mandatory provisions of such Article 4-A shall cease to have any further effect
upon the provisions of this Agreement.

                  SECTION 11.09. Successors and Assigns; Beneficiaries.

                  The provisions of this Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties
hereto, and all such provisions shall inure to the benefit of the
Certificateholders. Each Underwriter shall be a third party beneficiary to this
Agreement solely with respect to its right to receive the reports, statements
and other information to which it is entitled hereunder, to preserve such
Underwriter's rights under Sub-Servicing Agreements as contemplated by Section
3.22(d) and, in the case of Lehman Brothers, to terminate the Trust Fund
pursuant to Section 9.01. Each of the Sub-Servicers that is a party to a
Sub-Servicing Agreement in effect on the Closing Date (or being negotiated as of
the Closing Date and in effect within 90 days thereafter) shall be a third party
beneficiary to obligations of a successor Master Servicer under Section 3.22,
provided that the sole remedy for any claim by a Sub-Servicer as a third party
beneficiary pursuant to this Section 11.09 shall be against a successor Master
Servicer solely in its corporate capacity and no Sub-Servicer shall have any
rights or claims against the Trust Fund or any party hereto (other than a
successor Master Servicer in its corporate capacity as set forth in this Section
11.09) as a result of any rights conferred on such Sub-Servicer as a third party
beneficiary pursuant to this Section 11.09. The UBS Warburg Building Companion
Loan Noteholder and any designees thereof acting on behalf of or exercising the
rights of the UBS Warburg Building Companion Loan Noteholder shall be
third-party beneficiaries to this Agreement with respect to their rights as
specifically provided for herein. The UBS Warburg Building Trustee and the UBS
Warburg Building Fiscal Agent shall be third-party beneficiaries to this
Agreement solely with respect to reimbursement of P&I Advances made by such
Persons, with interest, as provided in Section 3.05A hereof. This Agreement may
not be amended in any manner that would adversely affect the rights of any such
third party beneficiary without its consent. No other Person, including any
Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim
under this Agreement.

                  SECTION 11.10. Article and Section Headings.

                  The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

                  SECTION 11.11. Notices to Rating Agencies.

                  (a) The Trustee shall promptly provide notice to each Rating
Agency with respect to each of the following of which it has actual knowledge:

          (i) any material change or amendment to this Agreement;

          (ii) the occurrence of any Event of Default that has not been cured;

          (iii) the resignation or termination of the Fiscal Agent, the Master
     Servicer or the Special Servicer;

          (iv) the repurchase of Mortgage Loans by the Depositor pursuant to
     Section 2.03;

                                     -257-
<PAGE>

          (v) any change in the location of the Collection Account or the
     Interest Reserve Account;

          (vi) the final payment to any Class of Certificateholders; and

          (vii) any sale or disposition of any Mortgage Loan or REO Property.

                  (b) The Master Servicer shall promptly provide notice to each
Rating Agency with respect to each of the following of which it has actual
knowledge:

          (i) the resignation or removal of the Trustee; and

          (ii) any change in the location of any Custodial Account.

                  (c) The Special Servicer shall furnish each Rating Agency with
respect to a Specially Serviced Loan such information as the Rating Agency shall
reasonably request and which the Special Servicer can reasonably provide in
accordance with applicable law, with copies to the Trustee.

                  (d) To the extent applicable, each of the Master Servicer and
the Special Servicer shall promptly furnish to each Rating Agency copies of the
following items:

          (i) each of its annual statements as to compliance described in
     Section 3.13;

          (ii) each of its annual independent public accountants' servicing
     reports described in Section 3.14; and

          (iii) any Officer's Certificate delivered by it to the Trustee
     pursuant to Section 3.11(h), 4.03(c) or 4.03A(c).

                  (e) The Trustee shall (i) make available to each Rating
Agency, upon reasonable notice, the items described in Section 8.14(b) and (ii)
promptly deliver to each Rating Agency a copy of any notices given pursuant to
Section 7.03(a) or Section 7.03(b).

                  (f) The Trustee shall promptly deliver to each Rating Agency a
copy of each of the statements and reports described in Section 4.02(a) that is
prepared by it.

                  (g) Each of the Trustee, the Master Servicer and the Special
Servicer shall provide to each Rating Agency such other information with respect
to the Mortgage Loans and the Certificates, to the extent such party possesses
such information, as such Rating Agency shall reasonably request.

                  SECTION 11.12. Global Opinions.

                  Notwithstanding anything herein to the contrary, where any
party hereto is required or permitted to rely upon an Opinion of Counsel with
respect to any particular matter, such Opinion of Counsel need not specifically
reference such particular matter, but rather such Opinion of Counsel may address
general matters of law in respect of nonspecific circumstances which clearly
encompass the facts of such particular matter (any such Opinion of Counsel, a
"Global Opinion"); provided that no Global Opinion may be relied upon if it is
more than 12 months old or if the subject party has reason to believe that such
Global Opinion no longer expresses a correct legal opinion.

                                     -258-
<PAGE>

                  SECTION 11.13. Complete Agreement.

                  This Agreement embodies the complete agreement among the
parties and may not be varied or terminated except by a written agreement
conforming to the provisions of Section 11.01. All prior negotiations or
representations of the parties are merged into this Agreement and shall have no
force or effect unless expressly stated herein.



                                     -259-
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have caused their names
to be signed hereto by their respective officers thereunto duly authorized, in
each case as of the day and year first above written.

                                    STRUCTURED ASSET SECURITIES CORPORATION
                                     Depositor


                                    By:
                                       -------------------------------------
                                    Name:
                                    Title:


                                    FIRST UNION NATIONAL BANK
                                     Master Servicer


                                    By:
                                       -------------------------------------
                                    Name:
                                    Title:

                                    LEND LEASE ASSET MANAGEMENT, L.P.
                                     Special Servicer


                                    By:
                                       -------------------------------------
                                       Its General Partner


                                    By:
                                       -------------------------------------
                                    Name:
                                    Title:

                                    LASALLE BANK NATIONAL ASSOCIATION
                                     Trustee


                                    By:
                                       -------------------------------------
                                    Name:
                                    Title:


<PAGE>

                                    ABN AMRO BANK N.V.
                                     Fiscal Agent


                                    By:
                                       -------------------------------------
                                    Name:
                                    Title:



                                    By:
                                       -------------------------------------
                                    Name:
                                    Title:

<PAGE>





STATE OF NEW YORK                              )
                                               )  ss.:
COUNTY OF NEW YORK                             )



                  On the ______ day of _____________, 2001, before me, a notary
public in and for said State, personally appeared
______________________________________, known to me to be a
_________________________________ of STRUCTURED ASSET SECURITIES CORPORATION,
one of the entities that executed the within instrument, and also known to me to
be the person who executed it on behalf of such entity, and acknowledged to me
that such entity executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                               ----------------------------
                                                       Notary Public


[Notarial Seal]



<PAGE>



STATE OF ___________________                   )
                                               )  ss.:
COUNTY OF _________________                    )



                  On the ______ day of _____________, 2001, before me, a notary
public in and for said State, personally appeared
______________________________________, known to me to be a
___________________________________ of FIRST UNION NATIONAL BANK, one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                               ----------------------------
                                                       Notary Public


[Notarial Seal]


<PAGE>



STATE OF ___________________                   )
                                               )  ss.:
COUNTY OF _________________                    )



                  On the ______ day of _____________, 2001, before me, a notary
public in and for said State, personally appeared
______________________________________, known to me to be a
___________________________________ of ________________, the general partner of
LEND LEASE ASSET MANAGEMENT, L.P., one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such entity, and acknowledged to me that such entity executed the within
instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                               ----------------------------
                                                       Notary Public


[Notarial Seal]


<PAGE>



STATE OF ___________________                   )
                                               )  ss.:
COUNTY OF _________________                    )



                  On the ______ day of _____________, 2001, before me, a notary
public in and for said State, personally appeared
______________________________________, known to me to be a
___________________________________ of LASALLE BANK NATIONAL ASSOCIATION, one of
the entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                               ----------------------------
                                                       Notary Public


[Notarial Seal]

<PAGE>



STATE OF ___________________                   )
                                               )  ss.:
COUNTY OF _________________                    )



                  On the ______ day of _____________, 2001, before me, a notary
public in and for said State, personally appeared ______________________________
and ___________________________, known to me to be a
_____________________________ and _______________________, respectively, of ABN
AMRO BANK N.V., one of the entities that executed the within instrument, and
also known to me to be the persons who executed it on behalf of such entity, and
acknowledged to me that such entity executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                               ----------------------------
                                                       Notary Public


[Notarial Seal]



<PAGE>


                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE





<PAGE>

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C7
<TABLE>
<CAPTION>
   MORTGAGE
     LOAN                                 PROPERTY NAME                                                 ADDRESS
    NUMBER
<S>            <C>                                                                <C>
       1        The UBS Warburg Building                                          299 Park Avenue
       2        Fashion Centre at Pentagon City                                   1100 South Hayes Street
       3        Connell Corporate Center I                                        One Connell Drive
       4        Plaza Frontenac                                                   9700 Plaza Frontenac
       5        Amsdell Portfolio                                                 Various
       6        Tri-County Business Park                                          13300 McCormick Drive
       7        Wal-Mart Distribution Center & American Port Services Warehouse   Various
       8        Hadley Shopping Center                                            4951 Stelton Road
       9        Torrance Executive Plaza East                                     3400-3528 Torrance Boulevard
      10        Meadows Corporate Park                                            12501, 12510, and 12520 Propserity Drive
      11        Court Tower Office Building                                       210 West Pennsylvania Avenue
      12        Skyline Terrace Apartments                                        930 Figueroa Terrace
      13        Kendall Summit                                                    Kendal Drive & 107th Street
      14        Lordens Plaza Shopping Center                                     586 Nashua Street
      15        Torrance Executive Plaza West                                     3828-3858 Carson Street
      16        Canyon Oaks Apartments                                            1601 Royal Crest Drive
      17        2016 Broadway                                                     2016 Broadway
      18        Catonsville Plaza Shopping Center                                 5447 Baltimore National Pike
      19        Interstate Office Park                                            4542 Ruffner Street and 7675 Dagget Street
      20        Lake Shore Plaza                                                  4103-4189 Mountain Road
      21        Navistar Industrial Building                                      4612 Navistar Drive
      22        6310 San Vicente                                                  6310 South San Vicente Boulevard
      23        400 Market Street                                                 400 Market Street
      24        French Apartments                                                 325/350 West 29/30th St
      25        300 Park Office Building                                          300 Park Street
      26        6330 San Vicente                                                  6330 West San Vicente Boulevard
      27        9350 Wilshire                                                     9350 Wilshire Boulevard
      28        MacDade Mall                                                      2600 MacDade Boulevard
      29        Playhouse Square                                                  275-295 Post Road East
      30        3230 Scott Boulevard                                              3230 Scott Boulevard
      31        525 East Colorado Boulevard                                       525 East Colorado Boulevard
      32        Adams Business Park                                               2900 Adams Street
      33        Victorian Inn                                                     487 Foam Street
      34        Shoprite of Branchburg                                            3122 Route 22
      35        Baldwin Business Park                                             13100-13311 Brooks Drive
      36        Spindrift Inn                                                     625 Cannery Row
      37        River Oaks Apartments                                             11291 Harts Road
      38        Nazareth Plaza                                                    859 Nazareth Pike
      39        Monterey Bay Inn                                                  242 Cannery Row
      40        Shadow Creek Apartments                                           5417 East 96th Place
      41        Tamiami Properties                                                Various
      42        Bridgeview Plaza Shopping Center                                  605 U.S. Route 9W
      43        1290 East Main Street                                             1290 East Main Street
      44        Star Plaza                                                        2402 Bay Area Boulevard
      45        The Market Place                                                  8063 Jericho Turnpike
      46        South Orange Plaza                                                76 South Orange Avenue
      47        Manzanita Place                                                   3020 West Valencia Road
      48        Lake Hills Office Plaza                                           23141 Moulton Parkway
      49        Renata & Ferncrest Apartments                                     Various
      50        Food 4 Less - Harbor City                                         851 West Sepulveda Boulevard
      51        Kennedy Commerce Center                                           997-998 Kennedy Boulevard
      52        Montclair Village Plaza                                           8801 Central Avenue
      53        Nexus Town Center                                                 3400 La Sierra Avenue
      54        South Plaza Shopping Center                                       FL Highway 50 & 41
      55        The Pavilion Senior Residences                                    122 Jefferson Heights
      56        Costco Center                                                     17940 Newhope Street
      57        Villages of Kiln Creek                                            209 & 211 Village Avenue
      58        Meridian Center I                                                 2 Industrial Way West
      59        Washington Square Shopping Center                                 West Washington Street and Wolfe Nursery Road
      60        Harbor Plaza Shopping Center                                      1705 S. Federal Highway
      61        Foxtail Center                                                    1924-1964 York Road
      62        Rockwest Corporate Park                                           1001 &1005 West Fayette Street
      63        Callaway Plaza                                                    129-225 South Tyndall Parkway
      64        4545 Post Oak Place                                               4545 Post Oak Place
      65        Crossroads Center                                                 2300 East Highland Avenue
      66        East Paris Shoppes                                                3955 28th Street S.E.
      67        Securcare-Colorado Springs                                        Various
      68        South Road Square                                                 804 South Road
      69        Maple Oaks Estates Apartments                                     2667 Audubon Drive
      70        Bryan Dairy Road Industrial Facility                              8145-8155 Bryan Dairy Road
      71        University Park Apartments                                        555 Nord Ave.
      72        Silver Creek Apartments                                           4822 Gus Eckert Road
      73        Huntington Lane Apartments                                        152 Dodd Street
      74        Nobscot Shopping Center                                           770 Water Street
      75        900 Morse Road                                                    900 Morse Road
      76        Skippack Square                                                   4284 Township Line Road
      77        Arbuckle Drive                                                    9109-9169 Arbuckle Drive
      78        Walgreens - Ft. Lauderdale                                        601 East Commercial Boulevard
      79        Edgewater Commerce Center                                         6250 Edgewater Drive
      80        Norwood Apartments                                                1417 N Street NW
      81        Hyde Park Plaza                                                   324 South Hyde Park Ave
      82        Chancellor Shopping Center                                        3535 West Dunlap Avenue
      83        170 5th Avenue                                                    170 5th Avenue
      84        Almeda Square Shopping Center                                     12120 Gulf Freeway
      85        New Market Square                                                 2601 New Market Road
      86        Wylds Woods Apartments                                            1508 Wylds Court
      87        Washington Mutual Bank Building                                   8450 Van Nuys Boulevard
      88        Willow Wood Apartments                                            5151 South Willow Drive
      89        20 Carter Drive                                                   20 Carter Drive
      90        Westpark Plaza                                                    2431-2467 West Main Street
      91        Annie Land Plaza                                                  57-85 Callohill Drive
      92        Cave Creek Plaza                                                  19401 North Cave Creek Road
      93        The Allman Building                                               1701 Walnut Street
      94        Northgate Shopping Center                                         9308 North Lamar Boulevard
      95        Centennial Plaza 1                                                8300 Old Courthouse Road
      96        Greenwich Properties                                              Various
      97        Bank of America Building                                          1500 South Dixie Highway
      98        Budget Storage                                                    4915 East Galley Road
      99        Edgewater Building                                                600 South Magnolia Ave
      100       Oakwood Apartments                                                828 Nord Ave
      101       Holiday Plaza Shopping Center                                     1707-1898 West 92nd Street
      102       Hermosa Beach                                                     1332 Hermosa Avenue
      103       Oak Cluster West Apartments                                       5453 Oak Cluster Terrace
      104       Murrieta Springs Plaza                                            25296 and 25320 Madison Avenue
      105       West 10th Place                                                   1721 West 10th Place
      106       Precision Office                                                  1609 Precision Drive
      107       6305 Sunset Corporate Drive                                       6305 Sunset Corporate Drive
      108       Greenville Park Shopping Center                                   2504 K Avenue
      109       Petersburg Place Apartments                                       3622 Old Petersburg Road
      110       The Waldo Building                                                204 West 8th Street
      111       Machackemach Village                                              230 Jersey Avenue
      112       Canyon Creek Business Park                                        4060 Morena Boulevard
      113       America U Stor-It                                                 4524 US Highway 1 North
      114       Brentwood Apartments                                              712 Nord Ave.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
     MORTGAGE                                                                            CUT-OFF              MONTHLY
      LOAN                                                               ZIP              DATE                 P&I
      NUMBER      CITY                               STATE              CODE             BALANCE              PAYMENT
<S>               <C>                               <C>              <C>              <C>                  <C>
        1         New York                            NY                10171         216,000,000.00       1,431,255.49
        2         Arlington                           VA                22202         166,586,864.79       1,069,871.48
        3         Berkeley Heights                    NJ                07922          54,209,835.97         558,565.10
        4         Frontenac                           MO                63131          43,800,000.00         277,552.08
        5         Various                             VAR              Various         41,811,842.81         300,339.00
        6         Tampa                               FL                33626          23,089,258.65         149,681.00
        7         Savannah                            GA                31408          22,458,871.52         202,044.79
        8         South Plainfield                    NJ                07080          20,445,865.22         141,937.86
        9         Torrance                            CA                90071          19,015,205.92         132,219.00
       10         Silver Spring                       MD                20904          17,636,093.88         119,806.12
       11         Towson                              MD                21204          17,005,874.96         118,982.66
       12         Los Angeles                         CA                90012          16,938,498.13         112,303.36
       13         Miami                               FL                33176          16,618,640.53         117,130.33
       14         Milford                             NH                03055          16,357,017.80         113,886.11
       15         Torrance                            CA                90503          15,105,304.08         105,032.16
       16         Austin                              TX                78741          14,963,217.85          96,493.39
       17         Santa Monica                        CA                90404          14,828,436.21          98,697.71
       18         Catonsville                         MD                21229          14,413,449.87         101,730.02
       19         San Diego                           CA                92111          13,981,398.07          96,456.10
       20         Pasadena                            MD                21122          13,964,134.08          98,081.83
       21         Frederick                           MD                21703          13,457,622.52          94,209.14
       22         Los Angeles                         CA                90048          11,184,011.18          74,965.74
       23         Philadelphia                        PA                19106          10,738,375.73          75,885.28
       24         New York                            NY                10001           9,768,826.48          68,053.90
       25         Birmingham                          MI                48009           9,542,550.08          65,147.84
       26         Los Angeles                         CA                90048           9,087,009.09          60,909.66
       27         Beverly Hills                       CA                90212           8,987,151.85          60,240.32
       28         Holmes                              PA                19043           8,969,861.77          65,342.82
       29         Westport                            CT                06880           8,973,228.23          64,042.30
       30         Santa Clara                         CA                95052           8,215,327.96          58,876.13
       31         Pasadena                            CA                91101           8,177,108.53          59,655.02
       32         Riverside                           CA                92504           8,029,638.15          56,673.13
       33         Monterey                            CA                93940           7,876,139.31          60,320.76
       34         Branchburg                          NJ                08876           7,875,003.04          54,967.72
       35         Baldwin Park                        CA                91706           7,738,581.55          51,197.12
       36         Monterey                            CA                93940           7,701,667.87          58,984.54
       37         Jacksonville                        FL                32218           7,581,690.77          49,293.46
       38         Nazareth                            PA                18064           7,334,650.06          50,789.67
       39         Monterey                            CA                93940           6,854,235.14          52,494.34
       40         Kansas City                         MO                64137           6,652,929.31          44,748.03
       41         Miami                               FL               Various          6,639,721.95          43,043.40
       42         Highland                            NY                12528           6,584,186.80          47,420.11
       43         Stamford                            CT                06902           6,386,227.15          43,659.28
       44         Houston                             TX                77058           6,364,544.33          43,702.70
       45         Woodbury                            NY                11797           6,183,652.19          42,952.93
       46         South Orange                        NJ                07079           5,992,324.24          41,952.87
       47         Tuscon                              AZ                85746           5,984,393.39          41,788.65
       48         Laguna Hills                        CA                92653           5,842,516.13          40,904.05
       49         Cincinnati                          OH                45211           5,748,302.01          40,274.76
       50         Harbor City                         CA                90502           5,650,487.21          53,902.43
       51         Orlando                             FL                32907           5,511,468.44          35,729.26
       52         Montclair                           CA                91763           5,486,265.17          38,909.74
       53         Riverside                           CA                92503           5,481,660.54          37,519.70
       54         Brooksville                         FL                34601           5,239,086.49          36,349.94
       55         Catskill                            NY                12414           5,210,682.35          45,169.01
       56         Fountain Valley                     CA                92708           5,186,337.15          36,074.72
       57         Yorktown                            VA                23693           4,987,027.32          34,858.07
       58         Eatontown                           NJ                07724           4,983,671.43          34,380.54
       59         Stephenville                        TX                76401           4,886,370.91          34,191.59
       60         DelRay Beach                        FL                33483           4,829,834.89          34,745.99
       61         Timonium                            MD                21093           4,793,859.39          33,562.30
       62         Syracuse                            NY                13204           4,479,282.72          34,194.34
       63         Callaway                            FL                32404           4,453,128.79          35,369.38
       64         Houston                             TX                77027           4,340,638.76          29,674.67
       65         Jonesboro                           AR                72401           4,181,425.93          30,222.73
       66         Grand Rapids                        MI                49512           4,087,969.33          29,316.26
       67         Colorado Springs                    CO               Various          3,990,435.11          27,611.21
       68         Poughkeepsie                        NY                12601           3,989,410.56          27,667.91
       69         Middletown                          OH                45044           3,954,436.10          26,679.25
       70         Largo                               FL                33777           3,750,920.58          26,937.10
       71         Chico                               CA                95926           3,591,762.04          23,902.55
       72         San Antonio                         TX                78240           3,588,041.34          24,302.84
       73         Marietta                            GA                30060           3,488,599.84          24,090.20
       74         Framingham                          MA                01701           3,462,846.85          26,368.18
       75         Columbus                            OH                43229           3,273,816.71          24,252.04
       76         Skippack                            PA                19473           3,243,337.65          22,635.52
       77         Gaithersburg                        MD                20877           3,092,198.81          21,867.01
       78         Fort Lauderdale                     FL                33334           3,086,717.79          22,647.24
       79         Orlando                             FL                32810           3,082,228.82          19,981.20
       80         Washington                          DC                20005           2,995,913.10          20,465.29
       81         Tampa                               FL                33606           2,945,850.08          19,864.74
       82         Phoenix                             AZ                85051           2,912,501.63          23,352.18
       83         New York                            NY                10010           2,889,835.03          20,570.66
       84         Houston                             TX                77075           2,838,654.61          20,733.76
       85         Varina                              VA                23231           2,791,233.93          19,558.84
       86         Augusta                             GA                30909           2,742,442.50          18,741.20
       87         Panorama City                       CA                91402           2,662,343.39          18,891.02
       88         Houston                             TX                77035           2,650,506.92          19,272.34
       89         Guilford                            CT                06437           2,539,311.86          18,215.68
       90         Carbondale                          IL                62901           2,531,448.32          17,728.69
       91         Lovingston                          VA                22949           2,492,173.15          17,463.25
       92         Phoenix                             AZ                85050           2,285,250.68          15,871.12
       93         Philadelphia                        PA                19103           2,245,398.35          15,686.13
       94         Austin                              TX                78753           2,235,146.49          17,365.87
       95         Vienna                              VA                22182           2,169,747.93          15,581.97
       96         Syracuse                            NY               Various          2,143,029.80          17,809.90
       97         Coral Gables                        FL                33146           2,122,105.10          14,496.25
       98         Colorado Springs                    CO                80915           2,067,118.62          16,015.19
       99         Tampa                               FL                33606           1,797,572.15          12,328.05
       100        Chico                               CA                95926           1,795,881.00          11,951.28
       101        Federal Heights                     CO                80260           1,644,276.80          11,767.33
       102        Hermosa Beach                       CA                90254           1,644,296.38          11,099.66
       103        Orlando                             FL                32808           1,544,346.21          11,104.39
       104        Murrieta                            CA                92562           1,425,197.60          10,026.69
       105        Tempe                               AZ                85281           1,421,302.79           9,934.55
       106        Plano                               TX                75074           1,396,530.73           9,933.20
       107        Las Vegas                           NV                89120           1,375,476.19           9,670.51
       108        Plano                               TX                75075           1,347,147.81           9,282.75
       109        Martinez                            GA                30907           1,290,932.64          10,385.45
       110        Cincinnati                          OH                45202           1,248,451.27           8,847.42
       111        Port Jervis                         NY                12771           1,242,829.13           9,549.19
       112        San Diego                           CA                92032           1,243,142.95           8,569.64
       113        St. Augustine                       FL                32084           1,147,830.75           8,875.89
       114        Chico                               CA                95926             997,711.67           6,639.60
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                             REMAINING
     MORTGAGE                                  TERM                       REMAINING
      LOAN             MORTGAGE                 TO          MATURITY-    AMORTIZATION          INTEREST       ADMINISTRATIVE
      NUMBER             RATE                MATURITY          ARD           TERM           ACCRUAL BASIS       COST RATE
<S>                    <C>                   <C>           <C>          <C>                 <C>               <C>
        1               6.960                   118          10/11/11          360              Act/360            0.0545
        2               6.630                   117           9/11/11          357              Act/360            0.0545
        3               6.400                   138           6/11/13          138              Act/360            0.0545
        4               7.500                    55           7/11/06          360              Act/360            0.0545
        5               7.130                    60          12/11/06          296              Act/360            0.0545
        6               6.730                    82          10/11/08          358              Act/360            0.0545
        7               7.400                   116           8/11/11          188              Act/360            0.0545
        8               7.400                   116           8/11/11          356              Act/360            0.0545
        9               7.430                   118          10/11/11          358              Act/360            0.0545
       10               7.200                   119          11/11/11          359              Act/360            0.0545
       11               7.480                   116           8/11/11          356              Act/360            0.0545
       12               6.930                    55           7/11/06          355              Act/360            0.0545
       13               7.550                   115           7/11/11          355              Act/360            0.0995
       14               7.430                   116           8/11/11          356              Act/360            0.0545
       15               7.430                   118          10/11/11          358              Act/360            0.0545
       16               6.670                    57           9/11/06          357              Act/360            0.0545
       17               6.990                    82          10/11/08          358              Act/360            0.0545
       18               7.570                   116           8/11/11          356              Act/360            0.0545
       19               7.350                   118          10/11/11          358              Act/360            0.0545
       20               7.520                   116           8/11/11          356              Act/360            0.1095
       21               7.480                   115           7/11/11          355              Act/360            0.0545
       22               7.060                    82          10/11/08          358              Act/360            0.0545
       23               7.550                   111           3/11/11          351              Act/360            0.0545
       24               7.430                   115           7/11/11          355              Act/360            0.0545
       25               7.250                   119          11/11/11          359              Act/360            0.0545
       26               7.060                    82          10/11/08          358              Act/360            0.0545
       27               7.060                    82          10/11/08          358              Act/360            0.0545
       28               7.300                   117           9/11/11          297              Act/360            0.0545
       29               7.680                   115           7/11/11          355              Act/360            0.0545
       30               7.710                   112           4/11/11          353              Act/360            0.0545
       31               7.910                   115           7/11/11          355              Act/360            0.0545
       32               7.570                   116           8/11/11          356              Act/360            0.0545
       33               7.875                   117           9/11/11          297              Act/360            0.0545
       34               7.450                   115           7/11/11          355              Act/360            0.0545
       35               6.930                    70           10/1/07          358              Act/360            0.1095
       36               7.875                   117           9/11/11          297              Act/360            0.0545
       37               6.750                    57           9/11/06          357              Act/360            0.1095
       38               7.380                   117           9/11/11          357              Act/360            0.0545
       39               7.875                   117           9/11/11          297              Act/360            0.0545
       40               7.080                   116           8/11/11          356              Act/360            0.0545
       41               6.730                    82          10/11/08          358              Act/360            0.0545
       42               7.780                    56           8/11/06          356              Act/360            0.0545
       43               7.250                    81           9/11/08          357              Act/360            0.0545
       44               7.260                   112           4/11/11          352              Act/360            0.0545
       45               7.406                   116           8/11/11          356              Act/360            0.0545
       46               7.500                   118          10/11/11          358              Act/360            0.0545
       47               7.460                   116           8/11/11          356              Act/360            0.0545
       48               7.500                   118          10/11/11          358              Act/360            0.0545
       49               7.500                   117           9/11/11          357              Act/360            0.0545
       50               7.680                   114           6/11/11          174              Act/360            0.0545
       51               6.730                    82          10/11/08          358              Act/360            0.0545
       52               7.620                   116           8/11/11          356              Act/360            0.0545
       53               7.250                    79           7/11/08          355              Act/360            0.0545
       54               7.400                   117           9/11/11          357              Act/360            0.0545
       55               9.190                    99            3/1/10          279              Act/360            0.0545
       56               7.420                   116           8/11/11          356              Act/360            0.0995
       57               7.470                   116           8/11/11          356              Act/360            0.0545
       58               7.330                    79           7/11/08          355              Act/360            0.0545
       59               7.500                   119          11/11/11          359              Act/360            0.0545
       60               7.750                   113           5/11/11          353              Act/360            0.0545
       61               7.500                   118          10/11/11          358              Act/360            0.0545
       62               7.850                   119          11/11/11          298              Act/360            0.0545
       63               8.740                    99            3/6/10          339              Act/360            0.0545
       64               7.250                    57           9/11/06          357              Act/360            0.0545
       65               7.200                    80           8/11/08          296              Act/360            0.0545
       66               7.730                   115           7/11/11          355              Act/360            0.1095
       67               6.740                    58          10/11/06          298              Act/360            0.1095
       68               7.390                   116           8/11/11          356              Act/360            0.0545
       69               7.125                   118          10/11/11          358              Act/360            0.0545
       70               7.750                   116           8/11/11          356              Act/360            0.0545
       71               6.980                   117           9/11/11          357              Act/360            0.0545
       72               7.140                    55           7/11/06          355              Act/360            0.0545
       73               7.340                   115           7/11/11          355              Act/360            0.0995
       74               8.280                   101            5/1/10          341              Act/360            0.0545
       75               7.420                    76           4/11/08          292              Act/360            0.0545
       76               7.460                   117           9/11/11          357              Act/360            0.0545
       77               7.590                   116           8/11/11          356              Act/360            0.0545
       78               7.370                   116           8/11/11          296              Act/360            0.0545
       79               6.730                    82          10/11/08          358              Act/360            0.0545
       80               7.250                   118          10/11/11          358              Act/360            0.0545
       81               7.120                   118          10/11/11          358              Act/360            0.0545
       82               8.875                   104           8/11/10          344              Act/360            0.0545
       83               7.040                    81           9/11/08          297              Act/360            0.0995
       84               7.910                   113           5/11/11          353              Act/360            0.0545
       85               7.490                   115           7/11/11          355              Act/360            0.0545
       86               7.240                   116           8/11/11          356              Act/360            0.0545
       87               7.625                   116           8/11/11          356              Act/360            0.0545
       88               7.875                   115           7/11/11          355              Act/360            0.0545
       89               7.720                   113           5/11/11          353              Act/360            0.0545
       90               7.490                   116           8/11/11          356              Act/360            0.0545
       91               7.490                   115           7/11/11          355              Act/360            0.0545
       92               7.410                   117           9/11/11          357              Act/360            0.1095
       93               7.470                   117           9/11/11          357              Act/360            0.0545
       94               8.000                   113           5/11/11          293              Act/360            0.0545
       95               7.750                   116           8/11/11          356              Act/360            0.0545
       96               7.870                   118          10/11/11          238              Act/360            0.0545
       97               7.250                   118          10/11/11          358              Act/360            0.0545
       98               8.000                   116           8/11/11          296              Act/360            0.0545
       99               7.290                   118          10/11/11          358              Act/360            0.0995
       100              6.980                   117           9/11/11          357              Act/360            0.0545
       101              7.100                    81           9/11/08          297              Act/360            0.1095
       102              7.110                    55           7/11/06          355              Act/360            0.0545
       103              7.750                   114           6/11/11          354              Act/360            0.0545
       104              7.550                   118          10/11/11          358              Act/360            0.0545
       105              7.470                   116           8/11/11          356              Act/360            0.0545
       106              7.650                   116           8/11/11          356              Act/360            0.0545
       107              7.530                   116           8/11/11          356              Act/360            0.0545
       108              7.330                   117           9/11/11          357              Act/360            0.0545
       109              7.390                   116           8/11/11          236              Act/360            0.0545
       110              7.625                   118          10/11/11          358              Act/360            0.0545
       111              6.810                    57           9/11/06          237              Act/360            0.0545
       112              7.300                   112           4/11/11          352              Act/360            0.0545
       113              8.000                   118          10/11/11          298              Act/360            0.0545
       114              6.980                   117           9/11/11          357              Act/360            0.0545
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

      MORTGAGE         PRIMARY                                                                                       ARD
       LOAN           SERVICING                                   MORTGAGE                                        MORTGAGE
      NUMBER            FEE        GROUND LEASE?                 LOAN SELLER         DEFEASANCE                     LOAN
<S>                  <C>           <C>                           <C>                <C>                          <C>
        1              0.025       Fee Simple                    UBS                 Defeasance                      Yes
        2              0.025       Fee Simple                    Lehman              Defeasance                      Yes
        3              0.025       Fee Simple                    Lehman              Defeasance                      No
        4              0.025       Fee Simple                    Lehman              Defeasance                      Yes
        5              0.025       Fee Simple                    Lehman              Defeasance                      Yes
        6              0.025       Fee Simple                    Lehman              Defeasance                      No
        7              0.025       Fee Simple                    Lehman              Defeasance                      No
        8              0.025       Fee Simple                    UBS                 Defeasance                      No
        9              0.025       Fee Simple                    UBS                 Defeasance                      Yes
       10              0.025       Fee Simple                    UBS                 Defeasance                      Yes
       11              0.025       Fee Simple                    UBS                 Yield Maintenance               Yes
       12              0.025       Fee Simple                    Lehman              Defeasance                      No
       13               0.07       Fee Simple                    Lehman              Defeasance                      No
       14              0.025       Fee Simple                    UBS                 Defeasance                      No
       15              0.025       Fee Simple                    UBS                 Defeasance                      Yes
       16              0.025       Fee Simple                    Lehman              Defeasance                      No
       17              0.025       Fee Simple                    Lehman              Defeasance                      No
       18              0.025       Fee Simple                    UBS                 Defeasance                      Yes
       19              0.025       Fee Simple                    UBS                 Defeasance                      No
       20               0.08       Fee Simple                    Lehman              Defeasance                      No
       21              0.025       Fee Simple                    UBS                 Defeasance                      Yes
       22              0.025       Fee Simple                    Lehman              Defeasance                      No
       23              0.025       Fee Simple                    Lehman              Defeasance                      No
       24              0.025       Fee Simple                    Lehman              Defeasance                      No
       25              0.025       Fee Simple                    UBS                 Defeasance                      No
       26              0.025       Fee Simple                    Lehman              Defeasance                      No
       27              0.025       Fee Simple                    Lehman              Defeasance                      No
       28              0.025       Fee Simple                    UBS                 Defeasance                      No
       29              0.025       Fee Simple                    UBS                 Defeasance                      No
       30              0.025       Fee Simple                    UBS                 Defeasance                      Yes
       31              0.025       Fee Simple                    UBS                 Defeasance                      Yes
       32              0.025       Fee Simple                    UBS                 Defeasance                      Yes
       33              0.025       Fee Simple                    UBS                 Defeasance                      No
       34              0.025       Leasehold                     Lehman              Defeasance                      No
       35               0.08       Fee Simple                    Lehman              Defeasance                      No
       36              0.025       Fee Simple                    UBS                 Defeasance                      No
       37               0.08       Fee Simple                    Lehman              Defeasance                      No
       38              0.025       Fee Simple                    UBS                 Defeasance                      No
       39              0.025       Fee Simple/Leasehold          UBS                 Defeasance                      No
       40              0.025       Fee Simple                    Lehman              Defeasance                      No
       41              0.025       Fee Simple                    Lehman              Defeasance                      No
       42              0.025       Fee Simple                    UBS                 Defeasance                      No
       43              0.025       Fee Simple                    UBS                 Defeasance                      No
       44              0.025       Fee Simple                    Lehman              Defeasance                      No
       45              0.025       Fee Simple                    UBS                 Defeasance                      Yes
       46              0.025       Fee Simple                    UBS                 Defeasance                      Yes
       47              0.025       Fee Simple                    Lehman              Defeasance                      No
       48              0.025       Fee Simple                    UBS                 Defeasance                      No
       49              0.025       Fee Simple                    UBS                 Defeasance                      Yes
       50              0.025       Leasehold                     UBS                 Defeasance                      No
       51              0.025       Fee Simple                    Lehman              Defeasance                      No
       52              0.025       Fee Simple                    Lehman              Defeasance                      No
       53              0.025       Fee Simple                    Lehman              Defeasance                      No
       54              0.025       Fee Simple                    Lehman              Defeasance                      No
       55              0.025       Fee Simple                    Lehman              Defeasance                      No
       56               0.07       Fee Simple                    Lehman              Defeasance                      No
       57              0.025       Fee Simple                    Lehman              Defeasance                      Yes
       58              0.025       Fee Simple                    Lehman              Defeasance                      No
       59              0.025       Fee Simple                    UBS                 Defeasance                      Yes
       60              0.025       Fee Simple                    Lehman              Defeasance                      No
       61              0.025       Fee Simple                    UBS                 Yield Maintenance               Yes
       62              0.025       Fee Simple                    UBS                 Defeasance                      Yes
       63              0.025       Fee Simple                    UBS                 Defeasance                      No
       64              0.025       Fee Simple                    Lehman              Defeasance                      No
       65              0.025       Fee Simple                    Lehman              Defeasance                      No
       66               0.08       Fee Simple                    Lehman              Defeasance                      No
       67               0.08       Fee Simple                    Lehman              Defeasance                      No
       68              0.025       Fee Simple                    Lehman              Defeasance                      No
       69              0.025       Fee Simple                    UBS                 Defeasance                      No
       70              0.025       Fee Simple                    UBS                 Defeasance                      Yes
       71              0.025       Fee Simple                    Lehman              Defeasance                      No
       72              0.025       Fee Simple                    Lehman              Defeasance                      No
       73               0.07       Fee Simple                    Lehman              Defeasance                      No
       74              0.025       Fee Simple                    Lehman              Defeasance                      No
       75              0.025       Fee Simple                    Lehman              Defeasance                      No
       76              0.025       Fee Simple                    UBS                 Defeasance                      Yes
       77              0.025       Fee Simple                    Lehman              Defeasance                      No
       78              0.025       Fee Simple                    UBS                 Defeasance                      No
       79              0.025       Fee Simple                    Lehman              Defeasance                      No
       80              0.025       Fee Simple                    UBS                 Defeasance                      No
       81              0.025       Fee Simple                    Lehman              Defeasance                      No
       82              0.025       Fee Simple                    UBS                 Defeasance                      No
       83               0.07       Fee Simple                    Lehman              Defeasance                      No
       84              0.025       Fee Simple                    Lehman              Defeasance                      No
       85              0.025       Fee Simple                    Lehman              Defeasance                      No
       86              0.025       Fee Simple                    UBS                 Defeasance                      No
       87              0.025       Fee Simple                    UBS                 Defeasance                      Yes
       88              0.025       Fee Simple                    UBS                 Defeasance                      No
       89              0.025       Fee Simple                    UBS                 Defeasance                      No
       90              0.025       Leasehold                     Lehman              Defeasance                      No
       91              0.025       Fee Simple                    Lehman              Defeasance                      No
       92               0.08       Fee Simple                    Lehman              Defeasance                      No
       93              0.025       Fee Simple                    UBS                 Defeasance                      No
       94              0.025       Fee Simple                    UBS                 Defeasance                      No
       95              0.025       Fee Simple                    UBS                 Defeasance                      No
       96              0.025       Fee Simple                    UBS                 Defeasance                      No
       97              0.025       Fee Simple                    UBS                 Defeasance                      Yes
       98              0.025       Fee Simple                    UBS                 Defeasance                      No
       99               0.07       Fee Simple                    Lehman              Defeasance                      No
       100             0.025       Fee Simple                    Lehman              Defeasance                      No
       101              0.08       Fee Simple                    Lehman              Defeasance                      No
       102             0.025       Fee Simple                    Lehman              Defeasance                      No
       103             0.025       Fee Simple                    UBS                 Defeasance                      No
       104             0.025       Fee Simple                    UBS                 Defeasance                      No
       105             0.025       Fee Simple                    Lehman              Defeasance                      No
       106             0.025       Fee Simple                    UBS                 Defeasance                      No
       107             0.025       Fee Simple                    UBS                 Defeasance                      No
       108             0.025       Fee Simple                    Lehman              Defeasance                      No
       109             0.025       Fee Simple                    UBS                 Defeasance                      No
       110             0.025       Fee Simple                    UBS                 Defeasance                      No
       111             0.025       Fee Simple                    Lehman              Defeasance                      No
       112             0.025       Fee Simple                    Lehman              Defeasance                      No
       113             0.025       Fee Simple                    UBS                 Defeasance                      No
       114             0.025       Fee Simple                    Lehman              Defeasance                      No
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                                    CREDIT
                                                    LEASE
                                                    LOAN
                                                  (TENANT,
     MORTGAGE        ANTICIPATED                  GUARANTOR      LEASE      RESIDUAL
       LOAN        REPAYMENT DATE     ARD          OR RATED    ENHANCEMENT   VALUE          CROSS                    MORTGAGE LOAN
      NUMBER                        SPREAD          PARTY)       POLICY     INSURANCE    COLLATERALIZED              SELLER LOAN ID
 <S>               <C>            <C>            <C>            <C>          <C>          <C>                       <C>
        1              10/11/11     2.000             No                       Yes           No                         UBS8454
        2               9/11/11     5.000             No                       No            No                         LG009
        3                           0.000             No                       Yes           No                         LG00002
        4               7/11/06     5.000             No                       Yes           No                         LG011
        5              12/11/06     5.000             No                       Yes           Yes - Amsdell              LG012
        6                           0.000             No                       Yes           Yes - Adler                10822004
        7                           0.000             No                       Yes           Yes - Wal-Mart/APS         10718001
        8                           0.000             No                       Yes           No                         UBS8228
        9              10/11/11     2.000             No                       Yes           Yes - Torrance             UBS8241
       10              11/11/11     2.000             No                       Yes           No                         UBS8523
       11               8/11/11     2.000             No                       No            No                         UBS8227
       12                           0.000             No                       No            No                         10330001
       13                           0.000             No                       Yes           No                         1101004
       14                           0.000             No                       Yes           No                         UBS8196
       15              10/11/11     2.000             No                       Yes           Yes - Torrance             UBS8243
       16                           0.000             No                       Yes           No                         10705002
       17                           0.000             No                       Yes           No                         10525003
       18               8/11/11     2.000             No                       No            No                         UBS8185
       19                           0.000             No                       Yes           No                         UBS8192
       20                           0.000             No                       Yes           No                         10521003
       21               7/11/11     2.000             No                       No            No                         UBS8325
       22                           0.000             No                       Yes           Yes - San Vicente          10525005
       23                           0.000             No                       Yes           No                         919012
       24                           0.000             No                       Yes           No                         10326010
       25                           0.000             No                       Yes           No                         UBS8272
       26                           0.000             No                       Yes           Yes - San Vicente          10525004
       27                           0.000             No                       Yes           No                         10525002
       28                           0.000             No                       Yes           No                         UBS8419
       29                           0.000             No                       No            No                         UBS8136
       30               4/11/11     2.000             No                       Yes           No                         UBS7943
       31               7/11/11     2.000             No                       Yes           No                         UBS6601
       32               8/11/11     2.000             No                       Yes           No                         UBS8253
       33                           0.000             No                       Yes           Yes - Monterey Inns        UBS8398C
       34                           0.000             No                       Yes           No                         10305001
       35                           0.000             No                       Yes           No                         10604001
       36                           0.000             No                       Yes           Yes - Monterey Inns        UBS8398B
       37                           0.000             No                       Yes           No                         10809001
       38                           0.000             No                       Yes           No                         UBS8229
       39                           0.000             No                       Yes           Yes - Monterey Inns        UBS8398A
       40                           0.000             No                       Yes           No                         10611003
       41                           0.000             No                       Yes           Yes - Adler                10822003
       42                           0.000             No                       Yes           No                         UBS7993
       43                           0.000             No                       Yes           No                         UBS8329
       44                           0.000             No                       Yes           No                         1201006
       45               8/11/11     2.000             No                       Yes           No                         UBS8019
       46              10/11/11     2.000             No                       Yes           No                         UBS8432
       47                           0.000             No                       No            No                         10308002
       48                           0.000             No                       Yes           No                         UBS8260
       49               9/11/11     2.000             No                       Yes           Yes - Renata & Ferncrest   UBS8164
       50                           0.000             No                       Yes           No                         UBS8177
       51                           0.000             No                       Yes           Yes - Adler                10821009
       52                           0.000             No                       Yes           No                         10626001
       53                           0.000             No                       Yes           No                         10508001
       54                           0.000             No                       Yes           No                         10622002
       55                           0.000             No                       Yes           No                         990922004
       56                           0.000             No                       Yes           No                         10503002
       57               8/11/11     2.000             No                       Yes           No                         10403004
       58                           0.000             No                       Yes           No                         10308004
       59              11/11/11     2.000             No                       Yes           No                         UBS8499
       60                           0.000             No                       Yes           No                         10314003
       61              10/11/11     2.000             No                       Yes           No                         UBS8353
       62              11/11/11     2.000             No                       Yes           No                         UBS8446
       63                           0.000             No                       Yes           No                         UBS5610
       64                           0.000             No                       Yes           No                         10405005
       65                           0.000             No                       Yes           No                         10208004
       66                           0.000             No                       Yes           No                         10326007
       67                           0.000             No                       No            Yes - Securcare            10802003
       68                           0.000             No                       Yes           No                         10404007
       69                           0.000             No                       Yes           No                         UBS8406
       70               8/11/11     2.000             No                       Yes           No                         UBS8397
       71                           0.000             No                       Yes           Yes - Chico                10621003
       72                           0.000             No                       Yes           No                         10215003
       73                           0.000             No                       Yes           No                         10316022
       74                           0.000             No                       Yes           No                         991013006
       75                           0.000             No                       Yes           No                         1219002
       76               9/11/11     2.000             No                       Yes           No                         UBS8240
       77                           0.000             No                       Yes           No                         10605002
       78                           0.000             No                       Yes           No                         UBS8309
       79                           0.000             No                       Yes           Yes - Adler                10821006
       80                           0.000             No                       Yes           No                         UBS8270
       81                           0.000             No                       Yes           No                         10316021
       82                           0.000             No                       Yes           No                         UBS6562
       83                           0.000             No                       No            No                         10326002
       84                           0.000             No                       Yes           No                         1018005
       85                           0.000             No                       Yes           No                         10426002
       86                           0.000             No                       Yes           No                         UBS1508
       87               8/11/11     2.000             No                       Yes           No                         UBS8246
       88                           0.000             No                       Yes           No                         UBS8202
       89                           0.000             No                       Yes           No                         UBS7922
       90                           0.000             No                       Yes           No                         10706009
       91                           0.000             No                       Yes           No                         10426001
       92                           0.000             No                       Yes           No                         10612002
       93                           0.000             No                       Yes           No                         UBS8320
       94                           0.000             No                       Yes           No                         UBS7849
       95                           0.000             No                       Yes           No                         UBS8284
       96                           0.000             No                       Yes           Yes - Greenwich            UBS8250
       97              10/11/11     2.000             No                       No            No                         UBS8282
       98                           0.000             No                       Yes           No                         UBS8416
       99                           0.000             No                       Yes           No                         10706003
       100                          0.000             No                       Yes           Yes - Chico                10621004
       101                          0.000             No                       Yes           No                         10322003
       102                          0.000             No                       Yes           No                         1226018
       103                          0.000             No                       Yes           No                         UBS7923
       104                          0.000             No                       Yes           No                         UBS8437
       105                          0.000             No                       Yes           No                         10802001
       106                          0.000             No                       Yes           No                         UBS7924
       107                          0.000             No                       Yes           No                         UBS8025
       108                          0.000             No                       Yes           No                         10316009
       109                          0.000             No                       Yes           No                         UBS8074
       110                          0.000             No                       Yes           No                         UBS8129
       111                          0.000             No                       Yes           No                         10110002
       112                          0.000             No                       Yes           No                         10111001
       113                          0.000             No                       Yes           No                         UBS8405
       114                          0.000             No                       Yes           Yes - Chico                10621005


</TABLE>



<PAGE>




                                   SCHEDULE II

                SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY




<PAGE>





                                  SCHEDULE III

                         EXCEPTIONS TO REPRESENTIONS AND
                          WARRANTIES OF THE DEPOSITOR

<TABLE>
<CAPTION>


------------------------------------------------------------ ---------------------------------------------------------
<S>                                                          <C>
REPRESENTATION FROM SECTION 2.04                             PROPERTY AND EXCEPTION
------------------------------------------------------------ ---------------------------------------------------------
(xx) Environmental Indemnity                                 See Attached Schedule
------------------------------------------------------------ ---------------------------------------------------------
(xx) Recourse Carveouts                                      See attached schedule
------------------------------------------------------------ ---------------------------------------------------------
(xxvii) Due on Sale                                          Connell Corporate Center-- Transfers of (1) interests
                                                             in the Connell Company, (2) interests in the Borrower
                                                             owned by the Connell Company or any of its Affiliates
                                                             to Affiliates of The Connell Company and (3) interest
                                                             in Affiliates of The Connell Company, are deemed
                                                             specifically "non-transfers"; Arbuckle Drive--Transfers
                                                             by operation of law upon legal incapacity of an equity
                                                             holder and transfer among Howard Postal and Andrew
                                                             Brown are not deemed transfers;  Star Plaza--Permits
                                                             transfers by devise, descent or operation of law upon
                                                             death of any guarantor, indemnitor or principal and
                                                             permits transfers by current partners, shareholders or
                                                             members to an immediate family member or to a general
                                                             partner or managing member of Borrower;
------------------------------------------------------------ ---------------------------------------------------------
(xxviii) Borrower Concentration                              Fashion Center--(13.7% of the pool)
------------------------------------------------------------ ---------------------------------------------------------
(xxxii) Zoning                                               Canyon Oaks- The property does not meet Code
                                                             requirements that require minimum  front-yard setbacks
                                                             of 25 feet. The setback enroachments were the result of
                                                             a street widening that occurred after the property was
                                                             built. The encroachments do not materially affect the
                                                             use of the property. (buildings are not within setback)
------------------------------------------------------------ ---------------------------------------------------------
(xlv) Fee Simple                                             WestPark Plaza--(Ground Lease)
                                                             Shoprite of Branchburg-- (Ground lease)
------------------------------------------------------------ ---------------------------------------------------------
(xlvi) (K) Leasehold Interest Only                           Shoprite of Branchburg--The use of property is
                                                             restricted to a supermarket or another retail
                                                             establishment
------------------------------------------------------------ ---------------------------------------------------------

</TABLE>








<PAGE>


                                   SCHEDULE IV

               SCHEDULE OF ENVIRONMENTALLY INSURED MORTGAGE LOANS

<TABLE>
<CAPTION>
------------------- -------------------------- -------------------------- -------------------
  MORTGAGE LOAN                                                             CUT-OFF DATE
      NUMBER              PROPERTY NAME                 ADDRESS                BALANCE
      ------              -------------                 -------                -------
------------------- -------------------------- -------------------------- -------------------
<S>                 <C>                        <C>                          <C>
        8           Hadley Shopping Center     4951 Stelton Road, South     20,445,865.22
                                               Plainfield, NJ  07080
------------------- -------------------------- -------------------------- -------------------
        14          Lordens Plaza Shopping     586 Nashua Street,           16,357,017.80
                    Center                     Milford, NH  03055
------------------- -------------------------- -------------------------- -------------------
        42          Bridgeview Plaza           605 U.S. Route 9W,            6,584,186.80
                    Shopping Center            Highland, NY  12528
------------------- -------------------------- -------------------------- -------------------
        50          Food 4 Less - Harbor City  851 West Sepulveda            5,650,487.21
                                               Boulevard, Harbor City,
                                               CA  90502
------------------- -------------------------- -------------------------- -------------------
        74          Nobscot Shopping Center    770 Water Street,             3,462,846.85
                                               Framingham, MA 01701
------------------- -------------------------- -------------------------- -------------------
</TABLE>







<PAGE>



                                   SCHEDULE V


                             REFERENCE RATE SCHEDULE


                     [SEE ANNEX E TO PROSPECTUS SUPPLEMENT]











<PAGE>




                                   EXHIBIT A-1

            FORM OF CLASS [A-1] [A-2] [A-3] [A-4] [A-5] CERTIFICATES

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C7
             CLASS [A-1] [A-2] [A-3] [A-4] [A-5] COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C7

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                                        STRUCTURED ASSET SECURITIES CORPORATION
<TABLE>
<CAPTION>
<S>                                                       <C>
Pass-Through Rate:  ___%                                  Initial Certificate Principal Balance of this
                                                          Certificate as of the Closing Date:
                                                          $____________

Date of Pooling and Servicing Agreement:                  Class Principal Balance of all the Class [A-1] [A-2]
December 11, 2001                                         [A-3] [A-4] [A-5] Certificates as of the Closing Date:
                                                          $_____________

Cut-off Date:   December 11, 2001                         Aggregate unpaid principal balance of the Mortgage Pool
                                                          as of the Cut-off Date, after deducting payments of
Closing Date:  December 18, 2001                          principal due on or before such date (the "Initial Pool
                                                          Balance")

First Distribution Date:  January 17, 2002                $1,209,908,174

Master Servicer:  First Union National Bank

Special Servicer:  Lend Lease Asset Management, L.P.      Fiscal Agent:  ABN AMRO Bank N.V.

Trustee:  LaSalle Bank National Association

Certificate No. _______                                       CUSIP No._____________
</TABLE>



<PAGE>



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, FIRST UNION NATIONAL BANK, LEND LEASE ASSET
MANAGEMENT, L.P., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY
OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Structured Asset Securities Corporation as depositor (the "Depositor", which
term includes any successor entity under the Agreement), First Union National
Bank as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), Lend Lease Asset Management, L.P. as
special servicer (the "Special Servicer", which term includes any successor
entity under the Agreement), LaSalle Bank National Association as trustee (the
"Trustee", which term includes any successor entity under the Agreement) and ABN
AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th Business Day following the 11th calendar day of each month (or,
if such 11th calendar day is not a Business Day,



                                     A-1-2
<PAGE>

then the 5th Business Day following such 11th calendar day) (each, a
"Distribution Date"), commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (the "Record Date"), in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amount required to
be distributed pursuant to the Agreement on the applicable Distribution Date in
respect of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to the Record Date for such distribution (which wiring instructions may be
in the form of a standing order applicable to all subsequent distributions as
well), or otherwise by check mailed to the address of such Certificateholder
appearing in the Certificate Register. Notwithstanding the above, the final
distribution in respect of this Certificate (determined without regard to any
possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate) will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice. Also notwithstanding the foregoing, any distribution
that may be made with respect to this Certificate in reimbursement of any
Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.

                  The Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, the
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                                     A-1-3
<PAGE>

                  No service charge will be imposed for any registration of
transfer or exchange of Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar and any agents of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, and (ii) the purchase by the Depositor, Lehman Brothers Inc., the Master
Servicer, the Special Servicer or any Controlling Class Certificateholder at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust. The Agreement permits, but does not require,
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder to purchase from the Trust all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the Initial Pool Balance
specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66 2/3% of the Voting Rights allocated to each
of the affected Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. In addition, the Agreement permits the amendment
thereof, in certain circumstances, with rating confirmation of the ratings on
the rated Classes of Certificates and the consent of the Holders of the unrated
Classes of Certificates. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of any Pool REMIC as a REMIC, without the consent of the Holders of any of the
Certificates.

                                     A-1-4
<PAGE>

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of laws principles of
such state (other than the provisions of Section 5-1401 of the New York General
Obligations Law), and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.











                                     A-1-5
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         as Trustee


                                         By: __________________________________
                                                    Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class [A-1][A-2] [A-3] [A-4] [A-5]
Certificates referred to in the within-mentioned Agreement.


Dated:  December 18, 2001


                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         as Certificate Registrar


                                         By: __________________________________
                                                    Authorized Officer







                                     A-1-6
<PAGE>



                                   ASSIGNMENT


                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

                  I (we) further direct the issuance of a new Commercial
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and delivery of such Commercial Mortgage Pass-Through
Certificate to the following address: __________________________________________

________________________________________________________________________________

________________________________________________________________________________



Dated:


                                     ___________________________________________
                                     Signature by or on behalf of Assignor



                                     ___________________________________________
                                     Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to ____________________________________________
for the account of ____________________________________________________________.

     Distributions made by check (such check to be made payable to ____________
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________

_______________________________________________________________________________

     This information is provided by _____________________________, the assignee
named above, or ___________________________________________________, as its
agent.





                                     A-1-7
<PAGE>
                                   EXHIBIT A-2

                     FORM OF CLASS [X-CL] [X-CP] CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C7
        CLASS [X-CL] [X-CP] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C7

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                    STRUCTURED ASSET SECURITIES CORPORATION
<TABLE>
<CAPTION>
<S>                                                       <C>
Pass-Through Rate:  Variable                              Initial Certificate Notional Amount of this Certificate
                                                          as of the Closing Date:
                                                          $_______________

Date of Pooling and Servicing Agreement:                  Class Notional Amount of all the Class [X-CL] [X-CP]
December 11, 2001                                         Certificates as of the Closing Date:
                                                          $_______________

Cut-off Date:   December 11, 2001                         Aggregate unpaid principal balance of the Mortgage Pool
                                                          as of the Cut-off Date, after deducting payments of
Closing Date:  December 18, 2001                          principal due on or before such date (the "Initial Pool
                                                          Balance"):
First Distribution Date:  January 17, 2002                $1,209,908,174

Master Servicer:  First Union National Bank

Special Servicer: Lend Lease Asset Management, L.P.       Fiscal Agent:  ABN AMRO Bank N.V.

Trustee:  LaSalle Bank National Association

Certificate No. _______                                   CUSIP No._____________
</TABLE>



<PAGE>



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, FIRST UNION NATIONAL BANK, LEND LEASE ASSET
MANAGEMENT, L.P., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY
OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF
WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF
THIS CERTIFICATE, WHICH AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                                     A-2-2
<PAGE>

IF THIS CERTIFICATE CONSTITUTES A REGULATION S GLOBAL CERTIFICATE, PRIOR TO THE
DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF
THE CERTIFICATES AND (B) DECEMBER 18, 2001 (THE "RELEASE DATE"), THIS
CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE
SHALL BE ENTITLED TO RECEIVE PAYMENTS HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional principal amount of this Certificate (its "Certificate Notional
Amount") as of the Closing Date by the aggregate notional principal amount of
all the Certificates of the same Class as this Certificate (their "Class
Notional Amount") as of the Closing Date) in that certain beneficial ownership
interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Structured Asset Securities Corporation as depositor (the
"Depositor", which term includes any successor entity under the Agreement),
First Union National Bank as master servicer (the "Master Servicer", which term
includes any successor entity under the Agreement), Lend Lease Asset Management,
L.P. as special servicer (the "Special Servicer", which term includes any
successor entity under the Agreement), LaSalle Bank National Association as
trustee (the "Trustee", which term includes any successor entity under the
Agreement) and ABN AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the event of any conflict between any provision
of this Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th Business Day following the 11th calendar day of each month (or,
if such 11th calendar day is not a Business Day, then the 5th Business Day
following such 11th calendar day) (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation


                                     A-2-3
<PAGE>

and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.

                  The Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, the
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  No direct or indirect transfer, sale, pledge, hypothecation or
other disposition (each, a "Transfer") of this Certificate or any interest
herein shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

                  If a Transfer of this Certificate is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a Transfer of this Certificate by the Depositor,
Lehman Brothers Inc. or any of their respective Affiliates or, if this
Certificate constitutes a Book-Entry Certificate, a Transfer of this Certificate
to a successor Depository or to the applicable Certificate Owner in accordance
with Section 5.03 of the Agreement), then the Certificate Registrar shall refuse
to register such Transfer unless it receives (and, upon receipt, may
conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such Transfer substantially in the form attached as Exhibit
F-1 to the Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached either as Exhibit F-2A to the
Agreement or as Exhibit F-2B to the Agreement; or (ii) an Opinion of Counsel
satisfactory to the Trustee to the effect that such Transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Fiscal Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such Transfer from the Certificateholder desiring to
effect such Transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based. If any Transferee of this Certificate
does not, in connection with the subject Transfer, deliver to the Certificate
Registrar one of the certifications described in clause (i) of the preceding
sentence or the Opinion of Counsel described in clause (ii) of the preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that all the certifications set forth in either Exhibit F-2A or Exhibit F-2B
attached to the Agreement are, with respect to the subject Transfer, true and
correct.

                                     A-2-4
<PAGE>

                  If this Certificate constitutes a Rule 144A/IAI Global
Certificate and a Transfer of any interest herein is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a Transfer of any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates), then the
Certificate Owner desiring to effect such Transfer shall be required to obtain
either (i) a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2C to the Agreement or as
Exhibit F-2D to the Agreement, or (ii) an Opinion of Counsel to the effect that
such Transfer may be made without registration under the Securities Act. Except
as discussed below, an interest in a Rule 144A/IAI Global Certificate may not be
transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A/IAI Global Certificate. If this Certificate
constitutes a Book-Entry Certificate and any Transferee of an interest herein
does not, in connection with the subject Transfer, deliver to the Transferor the
Opinion of Counsel or one of the certifications described in the preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that all the certifications set forth in either Exhibit F-2C or Exhibit F-2D
attached to the Agreement are, with respect to the subject transfer, true and
correct.

                  If this constitutes a Rule 144A/IAI Global Certificate, and a
Qualified Institutional Buyer desires to effect a Transfer of any interest
herein to an Institutional Accredited Investor without registration under the
Securities Act, or if an Institutional Accredited Investor desires to transfer
an interest in the Rule 144A/IAI Global Certificate to a Qualified Institutional
Buyer without registration under the Securities Act, then the subject
Certificate Owner and its prospective transferee shall so notify the Trustee and
provide the Trustee with such written orders and instructions as are required
under the applicable procedures of the Depository as are necessary to make the
appropriate debits and credits to any separate global certificates for such
Class of Certificates that relate to Qualified Institutional Buyers and
Institutional Accredited Investors, respectively.

                  Notwithstanding the preceding paragraph, if this Certificate
constitutes a Rule 144A/IAI Global Certificate, then any interest therein may be
transferred (without delivery of any certificate or Opinion of Counsel described
in clauses (i) and (ii) of the preceding paragraph) by the Depositor or any
Affiliate of the Depositor to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate of the same Class as
such Rule 144A/IAI Global Certificate upon delivery to the Certificate Registrar
of (x) a certificate to the effect that the Certificate Owner desiring to effect
such Transfer is the Depositor or an Affiliate of the Depositor and (y) such
written orders and instructions as are required under the applicable procedures
of the Depository, Clearstream and Euroclear to direct the Trustee to debit the
account of a Depository Participant by a denomination of interests in the
related Rule 144A/IAI Global Certificate, and credit the account of a Depository
Participant by a denomination of interests in the related Regulation S Global
Certificate, that is equal to the denomination of beneficial interests in such
Class 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, will reduce the
denomination of the related Rule 144A/IAI Global Certificate, and increase the
denomination of the related Regulation S Global Certificate, by the denomination
of the beneficial interest in such Class specified in such orders and
instructions.

                  With limited exception as set forth in the Agreement, if this
Certificate constitutes a Regulation S Global Certificate, then, on and prior to
the Release Date, beneficial interests in this Certificate may not be
transferred to any Person who takes delivery other than in the form of a
beneficial interest in this Certificate, and the Certificate Owner desiring to
effect such Transfer will be required to obtain from such Certificate Owner's
prospective Transferee a certification substantially in the form attached as
Exhibit F-2E to the Agreement. On or prior to the Release Date, beneficial
interests in any Regulation S Global Certificate may be held only through
Euroclear or Clearstream.

                                     A-2-5
<PAGE>

                  The Regulation S Global Certificates will be deposited with
the Trustee as custodian for the Depository and registered in the name of Cede &
Co. as nominee of the Depository.

                  None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class of Certificates to which
this Certificate belongs, under the Securities Act or any other securities law
or to take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, the underwriters, the Trustee, the Master Servicer,
the Special Servicer, the Fiscal Agent, the Certificate Registrar and their
respective Affiliates against any liability that may result if such Transfer is
not exempt from the registration and/or qualification requirements of the
Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

                  No Transfer of this Certificate or any interest herein shall
be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is
directly or indirectly purchasing this Certificate or such interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in connection with the initial
issuance of the Certificates or any Transfer of this Certificate or any interest
herein by the Depositor, Lehman Brothers Inc. or any of their respective
Affiliates or, if this Certificate constitutes a Book-Entry Certificate, any
Transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement, the
Certificate Registrar shall refuse to register the Transfer of this Certificate
unless it has received from the prospective Transferee, and, if this Certificate
constitutes a Book-Entry Certificate related to a Rule 144A/IAI Global
Certificate, any Certificate Owner transferring an interest herein shall be
required to obtain from its prospective Transferee, either: (i) a certification
to the effect that such prospective Transferee is not a Plan and is not directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and holding of this Certificate or
such interest herein by such prospective Transferee is exempt from the
prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA
and the excise taxes imposed on such prohibited transactions by Sections 4975(a)
and (b) of the Code, under Sections I and III of Prohibited Transaction Class
Exemption 95-60; or (iii) if this Certificate is rated in one of the four
highest generic rating categories by either Rating Agency, and such Certificate
or an interest therein is being acquired by or on behalf of a Plan in reliance
on any of Prohibited Transaction Exemption 91-14, a certification to the effect
that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act, (Y) is not sponsored (within the meaning of
Section 3(16)((B) of ERISA) by the Trustee, the Depositor, either Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Sub-Servicer, any
Exemption-Favored Party or any Mortgagor with respect to Mortgage Loans
constituting more than 5% of the aggregate unamortized principal balance of all
the Mortgage Loans determined as of the Closing Date, or by any Affiliate of
such Person, and (Z) agrees that it will obtain from each of its Transferees
that are Plans a written representation that such Transferee, if a Plan,
satisfies the requirements of the immediately preceding clauses (X) and (Y),
together with a written agreement that such Transferee will obtain from each of
its Transferees that are Plans a similar written representation regarding
satisfaction of the requirements of the immediately preceding clauses (X) and
(Y); or (iv) a certification of facts and an Opinion of Counsel which otherwise
establish to the reasonable satisfaction of the Trustee or such


                                     A-2-6
<PAGE>

Certificate Owner, as the case may be, that such Transfer will not result in a
violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code. If any
Transferee of this Certificate or any interest herein does not, in connection
with the subject Transfer, deliver to the Certificate Registrar (if this
Certificate constitutes a Definitive Certificate) or the Transferor (if this
Certificate constitutes a Book-Entry Certificate) a certification and/or Opinion
of Counsel as required by the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code.

                  No service charge will be imposed for any registration of
transfer or exchange of Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent, the Certificate Registrar and any agents of any of
them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar
or any such agent shall be affected by notice to the contrary.

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, and (ii) the purchase by the Depositor, Lehman Brothers Inc., the Master
Servicer, the Special Servicer or any Controlling Class Certificateholder at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust. The Agreement permits, but does not require,
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder to purchase from the Trust all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the Initial Pool Balance
specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders


                                     A-2-7
<PAGE>

thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66 2/3% of the Voting Rights allocated to each
of the affected Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. In addition, the Agreement permits the amendment
thereof, in certain circumstances, with rating confirmation of the ratings on
the rated Classes of Certificates and the consent of the Holders of the unrated
Classes of Certificates. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of any REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of laws principles of
such state (other than the provisions of Section 5-1401 of the New York General
Obligations Law), and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.




                                     A-2-8
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                    as Trustee


                                    By: _________________________________
                                               Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class [X-CL] [X-CP] Certificates referred
to in the within-mentioned Agreement.


Dated:  December 18, 2001


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                    as Certificate Registrar


                                    By: _________________________________
                                               Authorized Officer









                                     A-2-9
<PAGE>


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

                  I (we) further direct the issuance of a new Commercial
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and delivery of such Commercial Mortgage Pass-Through
Certificate to the following address: __________________________________________

________________________________________________________________________________

________________________________________________________________________________

Dated:



                                     Signature by or on behalf of Assignor


                                     ___________________________________________
                                     Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to ________________________________ the account
of ____________________________________________________________________________

     Distributions made by check (such check to be made payable to ____________)
and all applicable statements and notices should be mailed to _________________.

                  This information is provided by ___________________________,
the assignee named above, or ____________________________________________, as
its agent.





                                     A-2-10
<PAGE>


                                   EXHIBIT A-3

                   FORM OF CLASS [B] [C] [D] [E] CERTIFICATES

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C7
       CLASS [B] [C] [D] [E] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C7

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     STRUCTURED ASSET SECURITIES CORPORATION

<TABLE>
<CAPTION>
<S>                                                       <C>
Pass-Through Rate:  [____%] [Variable]                    Initial Certificate Principal Balance of this
                                                          Certificate as of the Closing Date:
                                                          $________________

Date of Pooling and Servicing Agreement:                  Class Principal Balance of all the Class [B][C][D] [E]
December 11, 2001                                         Certificates as of the Closing Date:
                                                          $________________

Cut-off Date:   December 11, 2001                         Aggregate unpaid principal balance of the Mortgage Pool
                                                          as of the Cut-off Date, after deducting payments of
Closing Date:  December 18, 2001                          principal due on or before such date (the "Initial Pool
                                                          Balance"):
First Distribution Date:  January 17, 2002                $1,209,908,174

Master Servicer:  First Union National Bank

Special Servicer:  Lend Lease Asset Management, L.P.      Fiscal Agent:  ABN AMRO Bank N.V.

Trustee:  LaSalle Bank National Association

Certificate No. ___                                       CUSIP No._____________
</TABLE>



<PAGE>



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS
CERTIFICATE OR SUCH INTEREST HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406
OR 407 OF ERISA OR SECTION 4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF
AN EXCISE TAX UNDER SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, FIRST UNION NATIONAL BANK, LEND LEASE ASSET
MANAGEMENT, L.P., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY
OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and


                                     A-3-2
<PAGE>

Servicing Agreement, dated as specified above (the "Agreement"), among
Structured Asset Securities Corporation as depositor (the "Depositor", which
term includes any successor entity under the Agreement), First Union National
Bank as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), Lend Lease Asset Management, L.P. as
special servicer (the "Special Servicer", which term includes any successor
entity under the Agreement), LaSalle Bank National Association as trustee (the
"Trustee", which term includes any successor entity under the Agreement) and ABN
AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th Business Day following the 11th calendar day of each month (or,
if such 11th calendar day is not a Business Day, then the 5th Business Day
following such 11th calendar day) (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain


                                     A-3-3
<PAGE>

cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

                  The Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, the
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  No transfer of this Certificate or any interest herein shall
be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is
directly or indirectly purchasing this Certificate or such interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code.

                  No service charge will be imposed for any registration of
transfer or exchange of Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent, the Certificate Registrar and any agents of any of
them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar
or any such agent shall be affected by notice to the contrary.

                                     A-3-4
<PAGE>

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, and (ii) the purchase by the Depositor, Lehman Brothers Inc., the Master
Servicer, the Special Servicer or any Controlling Class Certificateholder at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust. The Agreement permits, but does not require,
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder to purchase from the Trust all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the Initial Pool Balance
specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66 2/3% of the Voting Rights allocated to each
of the affected Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. In addition, the Agreement permits the amendment
thereof, in certain circumstances, with rating confirmation of the ratings on
the rated Classes of Certificates and the consent of the Holders of the unrated
Classes of Certificates. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of any REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of laws principles of
such state (other than the provisions of Section 5-1401 of the New York General
Obligations Law), and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.




                                     A-3-5
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Trustee


                                          By: __________________________________
                                                     Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class [B] [C] [D] [E] Certificates referred
to in the within-mentioned Agreement.


Dated:   December 18, 2001


                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar


                                          By: __________________________________
                                                     Authorized Officer



                                     A-3-6
<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

                  I (we) further direct the issuance of a new Commercial
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and delivery of such Commercial Mortgage Pass-Through
Certificate to the following address: __________________________________________

________________________________________________________________________________

________________________________________________________________________________

Dated:


                                      __________________________________________
                                      Signature by or on behalf of Assignor



                                      __________________________________________
                                      Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________________________
the account of _______________________________________________________________

                  Distributions made by check (such check to be made payable to
___________________) and all applicable statements and notices should be mailed
to ___________________________________________________________________________

______________________________________________________________________________.

                  This information is provided by ___________________________,
the assignee named above, or ____________________________________, as its agent.




                                     A-3-7
<PAGE>




                                   EXHIBIT A-4

               FORM OF CLASS [F] [G] [H] [J] [K] [L] CERTIFICATES

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C7
   CLASS [F] [G] [H] [J] [K] [L] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C7

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     STRUCTURED ASSET SECURITIES CORPORATION
<TABLE>
<CAPTION>
<S>                                                       <C>
Pass-Through Rate:  [____%]  [Variable]                   Initial Certificate Principal Balance of this
                                                          Certificate as of the Closing Date:
                                                          $________________

Date of Pooling and Servicing Agreement:                  Class Principal Balance of all the Class [F] [G] [H] [J]
December 11, 2001                                         [K] [L] Certificates as of the Closing Date:
                                                          $________________

Cut-off Date:  December 11, 2001                          Aggregate unpaid principal balance of the Mortgage Pool
                                                          as of the Cut-off Date, after deducting payments of
Closing Date:  December 18, 2001                          principal due on or before such date (the "Initial Pool
                                                          Balance"):
First Distribution Date:  January 17, 2002                $1,209,908,174

Master Servicer:  First Union National Bank

Special Servicer:  Lend Lease Asset Management, L.P.      Fiscal Agent:  ABN AMRO Bank N.V.

Trustee:  LaSalle Bank National Association

Certificate No. ___                                       CUSIP No._____________
</TABLE>



<PAGE>



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, FIRST UNION NATIONAL BANK, LEND LEASE ASSET
MANAGEMENT, L.P., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY
OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

                                     A-4-2
<PAGE>

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

IF THIS CERTIFICATE CONSTITUTES A REGULATION S GLOBAL CERTIFICATE, PRIOR TO THE
DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF
THE CERTIFICATES AND (B) DECEMBER 18, 2001 (THE "RELEASE DATE"), THIS
CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE
SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE
REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Structured Asset Securities Corporation as depositor (the "Depositor", which
term includes any successor entity under the Agreement), First Union National
Bank as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), Lend Lease Asset Management, L.P. as
special servicer (the "Special Servicer", which term includes any successor
entity under the Agreement), LaSalle Bank National Association as trustee (the
"Trustee", which term includes any successor entity under the Agreement) and ABN
AMRO Bank N.V. as fiscal agent (the "Fiscal Agent", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th Business Day following the 11th calendar day of each month (or,
if such 11th calendar day is not a Business Day, then the 5th Business Day
following such 11th calendar day) (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in


                                     A-4-3
<PAGE>

the Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appeared in the Certificate Register or to any such other address
of which the Trustee is subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.

                  The Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, the
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  No direct or indirect transfer, sale, pledge, hypothecation or
other disposition (each, a "Transfer") of this Certificate or any interest
herein shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

                  If a Transfer of this Certificate is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a Transfer of this Certificate by the Depositor,
Lehman Brothers Inc. or any of their respective Affiliates or, if this
Certificate constitutes a Book-Entry Certificate, a Transfer of this Certificate
to a successor Depository or to the applicable Certificate Owner in accordance
with Section 5.03 of the Agreement), then the Certificate Registrar shall refuse
to register such Transfer unless it receives (and, upon receipt, may
conclusively rely upon) either:


                                     A-4-4
<PAGE>

(i) a certificate from the Certificateholder desiring to effect such Transfer
substantially in the form attached as Exhibit F-1 to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A to the Agreement or as Exhibit F-2B
to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to
the effect that such Transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such Transfer from the Certificateholder desiring to effect such
Transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based. If any Transferee of this Certificate does not, in
connection with the subject Transfer, deliver to the Certificate Registrar one
of the certifications described in clause (i) of the preceding sentence or the
Opinion of Counsel described in clause (ii) of the preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in either Exhibit F-2A or Exhibit F-2B attached to the
Agreement are, with respect to the subject Transfer, true and correct.

                  If this Certificate constitutes a Rule 144A/IAI Global
Certificate and a Transfer of any interest herein is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a Transfer of any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates), then the
Certificate Owner desiring to effect such Transfer shall be required to obtain
either (i) a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2C to the Agreement or as
Exhibit F-2D to the Agreement, or (ii) an Opinion of Counsel to the effect that
such Transfer may be made without registration under the Securities Act. Except
as discussed below, an interest in a Rule 144A/IAI Global Certificate may not be
transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A/IAI Global Certificate. If this Certificate
constitutes a Book-Entry Certificate and any Transferee of an interest herein
does not, in connection with the subject Transfer, deliver to the Transferor the
Opinion of Counsel or one of the certifications described in the preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that all the certifications set forth in either Exhibit F-2C or Exhibit F-2D
attached to the Agreement are, with respect to the subject Transfer, true and
correct.

                  If this constitutes a Rule 144A/IAI Global Certificate, and a
Qualified Institutional Buyer desires to effect a Transfer of any interest
herein to an Institutional Accredited Investor without registration under the
Securities Act, or if an Institutional Accredited Investor desires to transfer
an interest herein to a Qualified Institutional Buyer without registration under
the Securities Act, then the subject Certificate Owner and its prospective
transferee shall so notify the Trustee and provide the Trustee with such written
orders and instructions as are required under the applicable procedures of the
Depository as are necessary to make the appropriate debits and credits to any
separate global certificates for such Class of Certificates that relate to
Qualified Institutional Buyers and Institutional Accredited Investors,
respectively.

                  Notwithstanding the preceding paragraph, if this Certificate
constitutes a Rule 144A/IAI Global Certificate, then any interest therein may be
transferred (without delivery of any certificate or Opinion of Counsel described
in clauses (i) and (ii) of the preceding paragraph) by the Depositor or any
Affiliate of the Depositor to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate of the same Class as
such Rule 144A/IAI Global Certificate upon delivery to the Certificate Registrar
of (x) a certificate to the effect that the Certificate Owner desiring to effect
such Transfer is the Depositor or an Affiliate of the Depositor and (y) such
written orders and instructions as are required under the applicable procedures
of the Depository, Clearstream and Euroclear to direct the Trustee to debit the
account of a Depository Participant by a denomination of interests in the


                                     A-4-5
<PAGE>

related Rule 144A/IAI Global Certificate, and credit the account of a Depository
Participant by a denomination of interests in the related Regulation S Global
Certificate, that is equal to the denomination of beneficial interests in such
Class 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, will reduce the
denomination of the related Rule 144A/IAI Global Certificate, and increase the
denomination of the related Regulation S Global Certificate, by the denomination
of the beneficial interest in such Class specified in such orders and
instructions.

                  With limited exception as set forth in the Agreement, if this
Certificate constitutes a Regulation S Global Certificate, then, on and prior to
the Release Date, beneficial interests in this Certificate may not be
transferred to any Person who takes delivery other than in the form of a
beneficial interest in this Certificate, and the Certificate Owner desiring to
effect such Transfer will be required to obtain from such Certificate Owner's
prospective Transferee a certification substantially in the form attached as
Exhibit F-2E to the Agreement. On or prior to the Release Date, beneficial
interests in any Regulation S Global Certificate may be held only through
Euroclear or Clearstream.

                  The Regulation S Global Certificates will be deposited with
the Trustee as custodian for the Depository and registered in the name of Cede &
Co. as nominee of the Depository.

                  None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class of Certificates to which
this Certificate belongs, under the Securities Act or any other securities law
or to take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, the underwriters, the Trustee, the Master Servicer,
the Special Servicer, the Fiscal Agent, the Certificate Registrar and their
respective Affiliates against any liability that may result if such Transfer is
not exempt from the registration and/or qualification requirements of the
Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

                  No Transfer of this Certificate or any interest herein shall
be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is
directly or indirectly purchasing this Certificate or such interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in connection with the initial
issuance of the Certificates or any Transfer of this Certificate or any interest
herein by the Depositor, Lehman Brothers Inc. or any of their respective
Affiliates or, if this Certificate constitutes a Book-Entry Certificate, any
Transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement, the
Certificate Registrar shall refuse to register the Transfer of this Certificate
unless it has received from the prospective Transferee, and, if this Certificate
constitutes a Book-Entry Certificate related to a Rule 144A/IAI Global
Certificate, any Certificate Owner transferring an interest herein shall be
required to obtain from its prospective Transferee, either: (i) a certification
to the effect that such prospective Transferee is not a Plan and is not directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and holding of this Certificate or
such interest herein by such prospective Transferee is exempt from the
prohibited transaction provisions of Sections


                                     A-4-6
<PAGE>

406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code, under Sections I and III
of Prohibited Transaction Class Exemption 95-60; or (iii) if this Certificate is
rated in one of the four highest generic rating categories by either Rating
Agency, and such Certificate or an interest therein is being acquired by or on
behalf of a Plan in reliance on any of Prohibited Transaction Exemption 91-14, a
certification to the effect that such Plan (X) is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
Depositor, either Mortgage Loan Seller, the Master Servicer, the Special
Servicer, any Sub-Servicer, any Exemption-Favored Party or any Mortgagor with
respect to Mortgage Loans constituting more than 5% of the aggregate unamortized
principal balance of all the Mortgage Loans determined as of the Closing Date,
or by any Affiliate of such Person, and (Z) agrees that it will obtain from each
of its Transferees that are Plans a written representation that such Transferee,
if a Plan, satisfies the requirements of the immediately preceding clauses (X)
and (Y), together with a written agreement that such Transferee will obtain from
each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(X) and (Y); or (iv) a certification of facts and an Opinion of Counsel which
otherwise establish to the reasonable satisfaction of the Trustee or such
Certificate Owner, as the case may be, that such Transfer will not result in a
violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code. If any
Transferee of this Certificate or any interest herein does not, in connection
with the subject Transfer, deliver to the Certificate Registrar (if this
Certificate constitutes a Definitive Certificate) or the Transferor (if this
Certificate constitutes a Book-Entry Certificate) a certification and/or Opinion
of Counsel as required by the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code.

                  No service charge will be imposed for any registration of
transfer or exchange of Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent, the Certificate Registrar and any agents of any of
them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar
or any such agent shall be affected by notice to the contrary.

                                     A-4-7
<PAGE>

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, and (ii) the purchase by the Depositor, Lehman Brothers Inc., the Master
Servicer, the Special Servicer or any Controlling Class Certificateholder at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust. The Agreement permits, but does not require,
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder to purchase from the Trust all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the Initial Pool Balance
specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66 2/3% of the Voting Rights allocated to each
of the affected Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. In addition, the Agreement permits the amendment
thereof, in certain circumstances, with rating confirmation of the ratings on
the rated Classes of Certificates and the consent of the Holders of the unrated
Classes of Certificates. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of any REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of laws principles of
such state (other than the provisions of Section 5-1401 of the New York General
Obligations Law), and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



                                     A-4-8
<PAGE>


                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                    as Trustee


                                    By: ____________________________________
                                               Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class [F] [G] [H] [J] [K] [L] Certificates
referred to in the within-mentioned Agreement.


Dated:  December 18, 2001


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                    as Certificate Registrar


                                    By: ____________________________________
                                               Authorized Officer


<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________

______________________________________________________________________________

______________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

                  I (we) further direct the issuance of a new Commercial
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and delivery of such Commercial Mortgage Pass-Through
Certificate to the following address: _________________________________________

______________________________________________________________________________

______________________________________________________________________________

Dated:


                                         ______________________________________
                                         Signature by or on behalf of Assignor



                                         ______________________________________
                                         Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions  shall, if permitted,  be made by wire transfer
or otherwise,  in immediately  available funds, to _____________________________
_____________________________________ the account of ___________________________

______________________________________________________________________________ .


                  Distributions made by check (such check to be made payable to
_______________ ) and all applicable statements and notices should be mailed to

______________________________________________________________________________ .

                  This information is provided by ___________________________,
the assignee named above, or ____________________________________________, as
its agent.







                                     A-4-9
<PAGE>





                                   EXHIBIT A-5

                 FORM OF CLASS [M] [N] [P] [Q] [S] CERTIFICATES

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C7
     CLASS [M] [N] [P] [Q] [S] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C7

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     STRUCTURED ASSET SECURITIES CORPORATION

<TABLE>
<CAPTION>
<S>                                                       <C>
Pass-Through Rate:  ____%                                 Initial Certificate Principal Balance of this
                                                          Certificate as of the Closing Date:
                                                          $____________________

Date of Pooling and Servicing Agreement:                  Class Principal Balance of all the Class [M] [N] [P] [Q]
December 11, 2001                                         [S] Certificates as of the Closing Date:
                                                          $____________________

Cut-off Date:  December 11, 2001                          Aggregate unpaid principal balance of the Mortgage Pool
                                                          as of the Cut-off Date, after deducting payments of
Closing Date:  December 18, 2001                          principal due on or before such date (the "Initial Pool
                                                          Balance"):
First Distribution Date:  January 17, 2002                $1,209,908,174

Master Servicer:  First Union National Bank

Special Servicer:  Lend Lease Asset Management, L.P.      Fiscal Agent:  ABN AMRO Bank N.V.

Trustee:  LaSalle Bank National Association

Certificate No. ___                                       CUSIP No._____________
</TABLE>


<PAGE>

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, FIRST UNION NATIONAL BANK, LEND LEASE ASSET
MANAGEMENT, L.P., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY
OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

                  This certifies that _____________________________________ is
the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the principal balance of this Certificate (its
"Certificate Principal Balance") as of the Closing Date by the aggregate
principal balance of all the Certificates of the same Class as this Certificate
(their "Class Principal Balance") as of the Closing Date) in that certain
beneficial ownership interest in the Trust evidenced by all the Certificates of
the same Class as this Certificate. The Trust was created and the Certificates
were issued pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Agreement"), among Structured Asset Securities Corporation as
depositor (the "Depositor", which term includes



                                     A-5-2
<PAGE>

any successor entity under the Agreement), First Union National Bank as master
servicer (the "Master Servicer", which term includes any successor entity under
the Agreement), Lend Lease Asset Management, L.P. as special servicer (the
"Special Servicer", which term includes any successor entity under the
Agreement), LaSalle Bank National Association as trustee (the "Trustee", which
term includes any successor entity under the Agreement) and ABN AMRO Bank N.V.
as fiscal agent (the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th Business Day following the 11th calendar day of each month (or,
if such 11th calendar day is not a Business Day, then the 5th Business Day
following such 11th calendar day) (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances


                                     A-5-3
<PAGE>

made, or certain expenses incurred, with respect to the Mortgage Loans and the
payment of interest on such advances and expenses.

                  The Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, the
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  No direct or indirect transfer, sale, pledge, hypothecation or
other disposition (each, a "Transfer") of this Certificate or any interest
herein shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

                  If a Transfer of this Certificate is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a Transfer of this Certificate by the Depositor,
Lehman Brothers Inc. or any of their respective Affiliates or, if this
Certificate constitutes a Book-Entry Certificate, a Transfer of this Certificate
to a successor Depository or to the applicable Certificate Owner in accordance
with Section 5.03 of the Agreement), then the Certificate Registrar shall refuse
to register such Transfer unless it receives (and, upon receipt, may
conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such Transfer substantially in the form attached as Exhibit
F-1 to the Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached either as Exhibit F-2A to the
Agreement or as Exhibit F-2B to the Agreement; or (ii) an Opinion of Counsel
satisfactory to the Trustee to the effect that such Transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Fiscal Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such Transfer from the Certificateholder desiring to
effect such Transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based. If any Transferee of this Certificate
does not, in connection with the subject Transfer, deliver to the Certificate
Registrar one of the certifications described in clause (i) of the preceding
sentence or the Opinion of Counsel described in clause (ii) of the preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that all the certifications set forth in either Exhibit F-2A or Exhibit F-2B
attached to the Agreement are, with respect to the subject Transfer, true and
correct.

                  None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class of Certificates to which
this Certificate belongs, under the Securities Act or any other securities law
or to take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, the underwriters, the Trustee, the Master Servicer,
the Special


                                     A-5-4
<PAGE>

Servicer, the Fiscal Agent, the Certificate Registrar and their respective
Affiliates against any liability that may result if such Transfer is not exempt
from the registration and/or qualification requirements of the Securities Act
and any applicable state securities laws or is not made in accordance with such
federal and state laws.

                  No Transfer of this Certificate or any interest herein shall
be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is
directly or indirectly purchasing this Certificate or such interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in connection with the initial
issuance of the Certificates or any Transfer of this Certificate or any interest
herein by the Depositor, Lehman Brothers Inc. or any of their respective
Affiliates, the Certificate Registrar shall refuse to register the Transfer of
this Certificate unless it has received from the prospective Transferee, either:
(i) a certification to the effect that such prospective Transferee is not a Plan
and is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
this Certificate or such interest herein by such prospective Transferee is
exempt from the prohibited transaction provisions of Sections 406(a) and (b) and
407 of ERISA and the excise taxes imposed on such prohibited transactions by
Sections 4975(a) and (b) of the Code, under Sections I and III of Prohibited
Transaction Class Exemption 95-60; or (iii) if this Certificate is rated in one
of the four highest generic rating categories by either Rating Agency, and such
Certificate or an interest therein is being acquired by or on behalf of a Plan
in reliance on any of Prohibited Transaction Exemption 91-14, a certification to
the effect that such Plan (X) is an accredited investor as defined in Rule
501(a)(1) of Regulation D of the Securities Act, (Y) is not sponsored (within
the meaning of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, either
Mortgage Loan Seller, the Master Servicer, the Special Servicer, any
Sub-Servicer, any Exemption-Favored Party or any Mortgagor with respect to
Mortgage Loans constituting more than 5% of the aggregate unamortized principal
balance of all the Mortgage Loans determined as of the Closing Date, or by any
Affiliate of such Person, and (Z) agrees that it will obtain from each of its
Transferees that are Plans a written representation that such Transferee, if a
Plan, satisfies the requirements of the immediately preceding clauses (X) and
(Y), together with a written agreement that such Transferee will obtain from
each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(X) and (Y); or (iv) a certification of facts and an Opinion of Counsel which
otherwise establish to the reasonable satisfaction of the Trustee or such
Certificate Owner, as the case may be, that such Transfer will not result in a
violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code. If any
Transferee of this Certificate or any interest herein does not, in connection
with the subject Transfer, deliver to the Certificate Registrar a certification
and/or Opinion of Counsel as required by the preceding sentence, then such
Transferee shall be deemed to have represented and warranted that either: (i)
such Transferee is not a Plan and is not directly or indirectly purchasing this
Certificate or such interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan; or (ii) the purchase and holding of this
Certificate or such interest herein by such Transferee is exempt from the
prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA
and the excise taxes imposed on such prohibited transactions by Sections 4975(a)
and (b) of the Code.

                                     A-5-5
<PAGE>

                  No service charge will be imposed for any registration of
transfer or exchange of Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent, the Certificate Registrar and any agents of any of
them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar
or any such agent shall be affected by notice to the contrary.

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, and (ii) the purchase by the Depositor, Lehman Brothers Inc., the Master
Servicer, the Special Servicer or any Controlling Class Certificateholder at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust. The Agreement permits, but does not require,
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder to purchase from the Trust all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the Initial Pool Balance
specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66 2/3% of the Voting Rights allocated to each
of the affected Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. In addition, the Agreement permits the amendment
thereof, in certain circumstances, with rating confirmation of the ratings on
the rated Classes of Certificates and the consent of the Holders of the unrated
Classes of Certificates. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of any REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                                     A-5-6
<PAGE>

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of laws principles of
such state (other than the provisions of Section 5-1401 of the New York General
Obligations Law), and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.









                                     A-5-7
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         as Trustee


                                         By: _________________________________
                                                  Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class [M] [N] [P] [Q] [S] Certificates
referred to in the within-mentioned Agreement.


Dated: December 18, 2001


                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         as Certificate Registrar


                                         By: _________________________________
                                                  Authorized Officer





                                     A-5-8
<PAGE>




                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

                  I (we) further direct the issuance of a new Commercial
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and delivery of such Commercial Mortgage Pass-Through
Certificate to the following address: __________________________________________

________________________________________________________________________________

________________________________________________________________________________


Dated:


                                         ______________________________________
                                         Signature by or on behalf of Assignor



                                         ______________________________________
                                         Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions  shall, if permitted,  be made by wire transfer
or otherwise,  in immediately  available funds, to _____________________________
the account of _________________________________________________________________

______________________________________________________________________________ .


                  Distributions made by check (such check to be made payable to
_________________) and all applicable statements and notices should be mailed to

_____________________________________________________________________________ .

                  This information is provided by ___________________________,
the assignee named above, or ____________________________________________, as
its agent.



                                     A-5-9
<PAGE>


                                   EXHIBIT A-6

                 FORM OF CLASS [R-I] [R-II] [R-III] CERTIFICATES

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C7
    CLASS [R-I] [R-II] [R-III] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C7

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     STRUCTURED ASSET SECURITIES CORPORATION
<TABLE>
<CAPTION>
<S>                                                       <C>
Date of Pooling and Servicing Agreement:                  Percentage Interest evidenced by this Certificate in the
December 11, 2001                                         related Class:  ___%

Cut-off Date:  December 11, 2001                          Aggregate unpaid principal balance of the Mortgage Pool
                                                          as of the Cut-off Date, after deducting payments of
Closing Date:  December 18, 2001                          principal due on or before such date (the "Initial Pool
                                                          Balance"):
First Distribution Date:  January 17, 2002                $1,209,908,174

Master Servicer:  First Union National Bank

Special Servicer:  Lend Lease Asset Management, L.P.      Fiscal Agent:  ABN AMRO Bank N.V.

Trustee:  LaSalle Bank National Association

Certificate No. ___                                       CUSIP No._____________
</TABLE>



<PAGE>



THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, FIRST UNION NATIONAL BANK, LEND LEASE ASSET
MANAGEMENT, L.P., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY
OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). CONSEQUENTLY, THE TRANSFER OF THIS
CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX RELATED TRANSFER RESTRICTIONS
DESCRIBED HEREIN. IF ANY PERSON BECOMES THE REGISTERED HOLDER OF THIS
CERTIFICATE IN VIOLATION OF SUCH TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

                  This certifies that ___________________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate (as
specified above) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Structured Asset Securities



                                     A-6-2
<PAGE>

Corporation as depositor (the "Depositor", which term includes any successor
entity under the Agreement), First Union National Bank as master servicer (the
"Master Servicer", which term includes any successor entity under the
Agreement), Lend Lease Asset Management, L.P. as special servicer (the "Special
Servicer", which term includes any successor entity under the Agreement),
LaSalle Bank National Association as trustee (the "Trustee", which term includes
any successor entity under the Agreement) and ABN AMRO Bank N.V. as fiscal agent
(the "Fiscal Agent", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound. In the event of any
conflict between any provision of this Certificate and any provision of the
Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th Business Day following the 11th calendar day of each month (or,
if such 11th calendar day is not a Business Day, then the 5th Business Day
following such 11th calendar day) (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs. All distributions made under the
Agreement in respect of this Certificate will be made by the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.

                  The Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, the
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for


                                     A-6-3
<PAGE>

registration of transfer at the offices of the Certificate Registrar, duly
endorsed by, or accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  No direct or indirect transfer, sale, pledge, hypothecation or
other disposition (each, a "Transfer") of this Certificate or any interest
herein shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

                  If a Transfer of this Certificate is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a Transfer of this Certificate by the Depositor,
Lehman Brothers Inc. or any of their respective Affiliates), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal
Agent or the Certificate Registrar in their respective capacities as such),
together with the written certification(s) as to the facts surrounding such
Transfer from the Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

                  None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class of Certificates to which
this Certificate belongs, under the Securities Act or any other securities law
or to take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, the underwriters, the Trustee, the Master Servicer, the Special
Servicer, the Fiscal Agent, the Certificate Registrar and their respective
Affiliates against any liability that may result if such Transfer is not exempt
from the registration and/or qualification requirements of the Securities Act
and any applicable state securities laws or is not made in accordance with such
federal and state laws.

                  No Transfer of this Certificate or any interest herein shall
be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is
directly or indirectly purchasing this Certificate or such interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in connection with the initial
issuance of the


                                     A-6-4
<PAGE>

Certificates or any Transfer of this Certificate or any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates, the
Certificate Registrar shall refuse to register the Transfer of this Certificate
unless it has received from the prospective Transferee either: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
this Certificate or such interest herein by such prospective Transferee is
exempt from the prohibited transaction provisions of Sections 406(a) and (b) and
407 of ERISA and the excise taxes imposed on such prohibited transactions by
Sections 4975(a) and (b) of the Code, under Sections I and III of Prohibited
Transaction Class Exemption 95-60; or (iii) a certification of facts and an
Opinion of Counsel which otherwise establish to the reasonable satisfaction of
the Trustee that such Transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. If any Transferee of this Certificate
or any interest herein does not, in connection with the subject Transfer,
deliver to the Certificate Registrar a certification and/or Opinion of Counsel
as required by the preceding sentence, then such Transferee shall be deemed to
have represented and warranted that either: (i) such Transferee is not a Plan
and is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) the purchase and holding of this Certificate or such interest
herein by such Transferee is exempt from the prohibited transaction provisions
of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such
prohibited transactions by Sections 4975(a) and (b) of the Code.

                  Each Person who has or who acquires any Ownership Interest in
this Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the provisions of Section
5.02(d) of the Agreement and, if any purported Transferee shall become a Holder
of this Certificate in violation of the provisions of such Section 5.02(d), to
have irrevocably authorized the Trustee under clause (ii)(A) of such Section
5.02(d) to deliver payments to a Person other than such Person and to have
irrevocably authorized the Trustee under clause (ii)(B) of such Section 5.02(d)
to negotiate the terms of any mandatory disposition and to execute all
instruments of transfer and to do all other things necessary in connection with
any such disposition. Each Person holding or acquiring any Ownership Interest in
this Certificate must be a Permitted Transferee and shall promptly notify the
Trustee and the Tax Administrator of any change or impending change in its
status as a Permitted Transferee. In connection with any proposed Transfer of
any Ownership Interest in this Certificate, the Certificate Registrar shall
require delivery to it, and shall not register the transfer of this Certificate
until its receipt of, an affidavit and agreement substantially in the form
attached as Exhibit H-1 to the Agreement (a "Transfer Affidavit and Agreement")
from the proposed Transferee, representing and warranting, among other things,
that such Transferee is a Permitted Transferee, that it is not acquiring its
Ownership Interest in this Certificate as a nominee, trustee or agent for any
Person that is not a Permitted Transferee, that for so long as it retains its
Ownership Interest in this Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of Section 5.02(d) of the
Agreement and agrees to be bound by them. Notwithstanding the delivery of a
Transfer Affidavit and Agreement by a proposed Transferee, if the Certificate
Registrar has actual knowledge that the proposed Transferee is not a Permitted
Transferee, the Certificate Registrar shall not register the Transfer of an
Ownership Interest in this Certificate to such proposed Transferee. In addition,
the Certificate Registrar shall not register the transfer of an Ownership
Interest in this Certificate to any entity classified as a partnership under the
Code unless at the time of transfer, all of its beneficial owners are United
States Persons.

                  Each Person holding or acquiring any Ownership Interest in
this Certificate shall agree (x) to require a Transfer Affidavit and Agreement
from any other Person to whom such Person attempts



                                     A-6-5
<PAGE>

to Transfer its Ownership Interest herein and (y) not to Transfer its Ownership
Interest herein unless it provides to the Certificate Registrar a certificate
substantially in the form attached as Exhibit H-2 to the Agreement stating that,
among other things, it has no actual knowledge that such other Person is not a
Permitted Transferee. Each Person holding or acquiring an Ownership Interest in
this Certificate, by purchasing such Ownership Interest herein, agrees to give
the Trustee and the Tax Administrator written notice that it is a "pass-through
interest holder" within the meaning of temporary Treasury regulation Section
1.67-3T(a)(2)(i)(A) immediately upon acquiring such Ownership Interest, if it
is, or is holding such Ownership Interest on behalf of, a "pass-through interest
holder".

                  The provisions of Section 5.02(d) of the Agreement may be
modified, added to or eliminated, provided that there shall have been delivered
to the Trustee and the Tax Administrator the following: (a) written notification
from each Rating Agency to the effect that the modification of, addition to or
elimination of such provisions will not cause such Rating Agency to withdraw,
qualify or downgrade its then-current rating of any Class of Certificates; and
(b) an opinion of counsel, in form and substance satisfactory to the Trustee and
the Tax Administrator, to the effect that such modification of, addition to or
elimination of such provisions will not (i) cause any REMIC Pool to (A) cease to
qualify as a REMIC or (B) be subject to an entity-level tax caused by the
Transfer of a Residual Interest Certificate to a Person which is not a Permitted
Transferee, or (ii) cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the Transfer of a Residual Interest
Certificate to a Person that is not a Permitted Transferee.

                  A "Permitted Transferee" is any Transferee that is not a
Disqualified Organization, any Person as to whom the transfer of this
Certificate may cause any REMIC Pool to fail to qualify as a REMIC, a
Disqualified Non-United States Tax Person or a Disqualified Partnership.

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

                  A "Disqualified Non-United States Tax Person" is, with respect
to any Residual Interest Certificate, any Non-United States Tax Person or agent
thereof other than: (1) a Non-United States Tax Person that (a) holds such
Residual Interest Certificate and, for purposes of Treasury regulation Section
1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies
that it understands that, for purposes of Treasury regulation Section
1.860E-1(c)(4)(ii), as a holder of such Residual Interest Certificate for United
States federal income tax purposes, it may incur tax liabilities in excess of
any cash flows generated by such Residual Interest Certificate and intends to
pay taxes associated with holding such Residual Interest Certificate, and (c)
has furnished the Transferor and the Trustee with an effective IRS Form W-8ECI
or successor form and has agreed to update such form as required under the
applicable Treasury regulations; or (2) a Non-United States Tax Person that has
delivered to the Transferor, the Trustee and the Certificate Registrar an
opinion of nationally recognized tax counsel to the effect that (x)


                                     A-6-6
<PAGE>

the Transfer of such Residual Interest Certificate to it is in accordance with
the requirements of the Code and the regulations promulgated thereunder and (y)
such Transfer of such Residual Interest Certificate will not be disregarded for
United States federal income tax purposes.

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

                  A "Non-United States Tax Person" is any Person other than a
United States Tax Person. A "United States Tax Person" is a citizen or resident
of the United States, a corporation, partnership or other entity created or
organized in, or under the laws of, the United States or any political
subdivision thereof, or an estate whose income from sources without the United
States is includable in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States, or a trust if a court within the United States is able
to exercise supervision over the administration of the trust and one or more
United States persons have the authority to control all substantial decisions of
the trust, all within the meaning of Section 7701(a)(30) of the Code.

                  No service charge will be imposed for any registration of
transfer or exchange of Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent, the Certificate Registrar and any agents of any of
them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar
or any such agent shall be affected by notice to the contrary.

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, and (ii) the purchase by the Depositor, Lehman Brothers Inc., the Master
Servicer, the Special Servicer or any Controlling Class Certificateholder at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust. The Agreement permits, but does not require,
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder to purchase from the Trust all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the Initial Pool Balance
specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the


                                     A-6-7
<PAGE>

Special Servicer, the Trustee and the Fiscal Agent thereunder and the rights of
the Certificateholders thereunder, at any time by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the Fiscal Agent with the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Voting Rights allocated to each of the affected Classes. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. In addition, the
Agreement permits the amendment thereof, in certain circumstances, with rating
confirmation of the ratings on the rated Classes of Certificates and the consent
of the Holders of the unrated Classes of Certificates. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of any REMIC Pool as a REMIC, without the
consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of laws principles of
such state (other than the provisions of Section 5-1401 of the New York General
Obligations Law), and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.




                                     A-6-8
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         as Trustee


                                         By: __________________________________
                                                    Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class [R-I] [R-II] [R-III] Certificates
referred to in the within-mentioned Agreement.


Dated:  December 18, 2001


                                         LASALLE BANK NATIONAL ASSOCIATION,
                                         as Certificate Registrar


                                         By: __________________________________
                                                    Authorized Officer



                                     A-6-9
<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

                  I (we) further direct the issuance of a new Commercial
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and delivery of such Commercial Mortgage Pass-Through
Certificate to the following address: __________________________________________

________________________________________________________________________________

________________________________________________________________________________


Dated:


                                          ______________________________________
                                          Signature by or on behalf of Assignor



                                          ______________________________________
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions  shall, if permitted,  be made by wire transfer
or otherwise,  in immediately  available funds, to _____________________________
the account of _________________________________________________________________
______________________________________________________________________________ .

                  Distributions made by check (such check to be made payable to
_________________) and all applicable statements and notices should be mailed to
_______________________________________________________________________________.

                  This information is provided by ___________________________,
the assignee named above, or ____________________________________________, as
its agent.





                                     A-6-10
<PAGE>


                                   EXHIBIT A-7

                          FORM OF CLASS V CERTIFICATES

                    LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C7
              CLASS V COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C7

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                     STRUCTURED ASSET SECURITIES CORPORATION
<TABLE>
<CAPTION>
<S>                                                       <C>
Date of Pooling and Servicing Agreement:                  Percentage Interest evidenced by this Certificate in the
December 11, 2001                                         related Class:  ___%

Cut-off Date:   December 11, 2001                         Aggregate unpaid principal balance of the Mortgage Pool
                                                          as of the Cut-off Date, after deducting payments of
Closing Date:  December 18, 2001                          principal due on or before such date (the "Initial Pool
                                                          Balance"):
First Distribution Date:  January 17, 2002                $1,209,908,174

Master Servicer:  First Union National Bank

Special Servicer:  Lend Lease Asset Management, L.P.      Fiscal Agent:  ABN AMRO Bank N.V.

Trustee:  LaSalle Bank National Association

Certificate No. ___                                       CUSIP No._____________
</TABLE>



<PAGE>



THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, FIRST UNION NATIONAL BANK, LEND LEASE ASSET
MANAGEMENT, L.P., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V., OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS
ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY
OTHER PERSON.

THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD LOANS SUBJECT TO THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

                  This certifies that _________________________________________
is the registered owner of the Percentage Interest evidenced by this Certificate
(as specified above) in that certain beneficial ownership interest in the Trust
evidenced by all the Class V Certificates. The Trust was created and the
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Structured Asset Securities Corporation
as depositor (the "Depositor", which term includes any successor entity under
the Agreement), First Union National Bank as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement), Lend
Lease Asset Management, L.P. as special servicer (the "Special Servicer", which
term includes any successor entity under the Agreement), LaSalle Bank National
Association as trustee (the "Trustee", which term includes any successor entity
under the Agreement) and ABN AMRO Bank N.V. as fiscal agent (the "Fiscal Agent",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the event of any conflict between
any provision of this Certificate and any provision of the Agreement, such
provision of this Certificate shall be superseded to the extent of such
inconsistency.
                                     A-7-2
<PAGE>


                  Pursuant to the terms of the Agreement, distributions will be
made on the 4th Business Day following the 11th calendar day of each month (or,
if such 11th calendar day is not a Business Day, then the 5th Business Day
following such 11th calendar day) (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class V
Certificates. All distributions made under the Agreement in respect of this
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with written wiring instructions no less than five (5)
Business Days prior to the Record Date for such distribution (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions as well), or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution in respect of this Certificate will be made after
due notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the offices of the Certificate
Registrar appointed as provided in the Agreement or such other location as may
be specified in such notice.

                  The Certificates are limited in right of distribution to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.

                  The Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, the
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  No direct or indirect transfer, sale, pledge, hypothecation or
other disposition (each, a "Transfer") of this Certificate or any interest
herein shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

                  If a Transfer of this Certificate is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a Transfer of this Certificate by the Depositor,
Lehman Brothers Inc. or any of their respective Affiliates), then the
Certificate Registrar shall


                                     A-7-3
<PAGE>

refuse to register such Transfer unless it receives (and, upon receipt, may
conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such Transfer substantially in the form attached as Exhibit
F-1 to the Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached either as Exhibit F-2A to the
Agreement or as Exhibit F-2B to the Agreement; or (ii) an Opinion of Counsel
satisfactory to the Trustee to the effect that such Transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Fiscal Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such Transfer from the Certificateholder desiring to
effect such Transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based. If any Transferee of this Certificate
does not, in connection with the subject Transfer, deliver to the Certificate
Registrar one of the certifications described in clause (i) of the preceding
sentence or the Opinion of Counsel described in clause (ii) of the preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that all the certifications set forth in either Exhibit F-2A or Exhibit F-2B
attached to the Agreement are, with respect to the subject Transfer, true and
correct.

                  No transfer of this Certificate or any interest herein shall
be made except to a Qualified Institutional Buyer or an Institutional Accredited
Investor. The Certificate Registrar shall refuse to register the transfer of
this Certificate unless it has received from the prospective Transferee a
certification to the effect that such prospective Transferee is a Qualified
Institutional Buyer or an Institutional Accredited Investor.

                  None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class of Certificates to which
this Certificate belongs, under the Securities Act or any other securities law
or to take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, the underwriters, the Trustee, the Master Servicer, the Special
Servicer, the Fiscal Agent, the Certificate Registrar and their respective
Affiliates against any liability that may result if such Transfer is not exempt
from the registration and/or qualification requirements of the Securities Act
and any applicable state securities laws or is not made in accordance with such
federal and state laws.

                  No Transfer of this Certificate or any interest herein shall
be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is
directly or indirectly purchasing this Certificate or such interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in connection with the initial
issuance of the Certificates or any Transfer of this Certificate or any interest
herein by the Depositor, Lehman Brothers Inc. or any of their respective
Affiliates, the Certificate Registrar shall refuse to register the Transfer of
this Certificate unless it has received from the prospective Transferee either:
(i) a certification to the effect that such prospective Transferee is not a Plan
and is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
this Certificate or such interest herein by such prospective Transferee is
exempt from the prohibited transaction provisions of Sections 406(a) and (b) and
407 of ERISA and the excise taxes imposed on such prohibited transactions by


                                     A-7-4
<PAGE>

Sections 4975(a) and (b) of the Code, under Sections I and III of Prohibited
Transaction Class Exemption 95-60; or (iii) a certification of facts and an
Opinion of Counsel which otherwise establish to the reasonable satisfaction of
the Trustee that such Transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code. If any Transferee of this Certificate
or any interest herein does not, in connection with the subject Transfer,
deliver to the Certificate Registrar a certification and/or Opinion of Counsel
as required by the preceding sentence, then such Transferee shall be deemed to
have represented and warranted that either: (i) such Transferee is not a Plan
and is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) the purchase and holding of this Certificate or such interest
herein by such Transferee is exempt from the prohibited transaction provisions
of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such
prohibited transactions by Sections 4975(a) and (b) of the Code.

                  No service charge will be imposed for any registration of
transfer or exchange of Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have agreed to keep confidential any information it obtains
from the Trustee (except that such Holder may provide any such information
obtained by it to any other Person that holds or is contemplating the purchase
of this Certificate or an interest herein, provided that such other Person
confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential).

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent, the Certificate Registrar and any agents of any of
them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar
or any such agent shall be affected by notice to the contrary.

                  Subject to certain terms and conditions set forth in the
Agreement, the Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, and (ii) the purchase by the Depositor, Lehman Brothers Inc., the Master
Servicer, the Special Servicer or any Controlling Class Certificateholder at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust. The Agreement permits, but does not require,
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder to purchase from the Trust all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the Initial Pool Balance
specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66 2/3% of the Voting


                                     A-7-5
<PAGE>

Rights allocated to each of the affected Classes. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. In addition, the Agreement
permits the amendment thereof, in certain circumstances, with rating
confirmation of the ratings on the rated Classes of Certificates and the consent
of the Holders of the unrated Classes of Certificates. The Agreement also
permits the amendment thereof, in certain circumstances, including any amendment
necessary to maintain the status of any REMIC Pool as a REMIC, without the
consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, without applying any conflicts of laws principles of
such state (other than the provisions of Section 5-1401 of the New York General
Obligations Law), and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.




                                     A-7-6
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.


                                  LASALLE BANK NATIONAL ASSOCIATION,
                                  as Trustee


                                  By: ________________________________________
                                                 Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class V Certificates referred to in the
within-mentioned Agreement.


Dated:  December 18, 2001


                                  LASALLE BANK NATIONAL ASSOCIATION,
                                  as Certificate Registrar


                                  By: ________________________________________
                                                 Authorized Officer



                                     A-7-7
<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

                  I (we) further direct the issuance of a new Commercial
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and delivery of such Commercial Mortgage Pass-Through
Certificate to the following address: _________________________________________

_______________________________________________________________________________

_______________________________________________________________________________


Dated:


                                  ___________________________________________
                                  Signature by or on behalf of Assignor



                                  ___________________________________________
                                  Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions  shall, if permitted,  be made by wire transfer

or otherwise, in immediately available funds, to _______________________________
___________________________________ the account of _____________________________
________________________________________________________________________________

                  Distributions made by check (such check to be made payable to
_________________) and all applicable statements and notices should be mailed to
_________________________ .

                  This information is provided by ___________________________,
the assignee named above, or ____________________________________________, as
its agent.





                                     A-7-8
<PAGE>


                                    EXHIBIT B

                       FORM OF DISTRIBUTION DATE STATEMENT



                [SEE ANNEX D - "FORM OF PAYMENT DATE STATEMENT"
                     ATTACHED TO THE PROSPECTUS SUPPLEMENT]








<PAGE>


                                    EXHIBIT C

                         FORM OF CUSTODIAL CERTIFICATION


To the parties listed on the attached Schedule A


          Re: LB-UBS Commercial Mortgage Trust 2001-C7
              Commercial Mortgage Pass Through Certificates, Series 2001-C7
              (the "Certificates")

Ladies and Gentlemen:

         Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement
dated as of December 11, 2001, relating to the above-referenced Certificates
(the "Agreement"), LaSalle Bank National Association, in its capacity as trustee
(the "Trustee"), hereby certifies as to each Mortgage Loan subject as of the
date hereof to the Agreement (except as identified in the exception report
attached hereto) that: (i) all documents specified in clauses (i) through (v),
(vii) and (viii) (without regard to the second parenthetical in such clause
(viii)) of the definition of "Mortgage File" are in its possession or the
possession of a Custodian on its behalf; (ii) the recordation/filing
contemplated by Section 2.01(c) of the Agreement has been completed (based
solely on receipt by the Trustee of the particular recorded/filed documents);
(iii) all documents received by it or any Custodian with respect to such
Mortgage Loan have been reviewed by it or by such Custodian on its behalf and
(A) appear regular on their face (handwritten additions, changes or corrections
shall not constitute irregularities if initialed by the Mortgagor), (B) appear
to have been executed (where appropriate) and (C) purport to relate to such
Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a)
of the Agreement and in this Certification and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect
to the items specified in clauses (v) and (vi)(B) of the definition of "Mortgage
Loan Schedule" accurately reflects the information set forth in the Mortgage
File.

         Neither the Trustee nor any Custodian is under any duty or obligation
to inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Mortgage Loans delivered to it to determine that
the same are valid, legal, effective, genuine, binding, enforceable, sufficient
or appropriate for the represented purpose or that they are other than what they
purport to be on their face. Furthermore, neither the Trustee nor any Custodian
shall have any responsibility for determining whether the text of any assignment
or endorsement is in proper or recordable form, whether the requisite recording
of any document is in accordance with the requirements of any applicable
jurisdiction, or whether a blanket assignment is permitted in any applicable
jurisdiction. In performing the review contemplated herein, the Trustee or any
Custodian may rely on the Depositor as to the purported genuineness of any such
document and any signature thereon.



<PAGE>



         Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them in the Agreement.

                                       Respectfully,

                                       LASALLE BANK NATIONAL ASSOCIATION,
                                       as Trustee


                                       By:_________________________________

                                       Name: ______________________________

                                       Title: _____________________________










                                      C-2
<PAGE>



                                   Schedule A


First Union National Bank
First Union Capital Markets NC 1075
8739 Research Drive-URP4
Charlotte, North Carolina 28288 1075
Attn:  LB-UBS Commercial Mortgage Trust 2001-C7

Lend Lease Asset Management, L.P.
700 North Pearl Street, Suite 2400
Dallas, Texas 75201
Attn:  Michael O'Hanlon, LB-UBS Commercial Mortgage Trust 2001-C7

Structured Asset Securities Corporation
101 Hudson Street
Jersey City, New Jersey 07302
Attn: LB-UBS Commercial Mortgage Trust 2001-C7

Lehman Brothers Inc.
101 Hudson Street
Jersey City, New Jersey 07302
Attn:  LB-UBS Commercial Mortgage Trust 2001-C7

UBS Warburg LLC
1285 Avenue of the Americas
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2001-C7

Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York  10167
Attn:  LB-UBS Commercial Mortgage Trust 2001-C7



                                      C-3
<PAGE>


                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE


                                   -----------


LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603
Attention:  Asset-Backed Securities Trust Services
            Group-LB-UBS Commercial Mortgage Trust 2001-C7

         Re:  LB-UBS Commercial Mortgage Trust 2001-C7,
              Commercial Mortgage Pass-Through Certificates, Series 2001-C7

         In connection with the administration of the Mortgage Files held by or
on behalf of you as Trustee under that certain Pooling and Servicing Agreement
dated as of December 11, 2001 (the "Pooling and Servicing Agreement"), by and
among Structured Asset Securities Corporation as depositor, the undersigned as
master servicer (the "Master Servicer"), Lend Lease Asset Management, L.P. as
special servicer (the "Special Servicer"), you as trustee (the "Trustee") and
ABN AMRO Bank N.V. as fiscal agent, the undersigned hereby requests a release of
the Mortgage File (or the portion thereof specified below) held by or on behalf
of you as Trustee with respect to the following described Mortgage Loan for the
reason indicated below.

                  Property Name: _______________________________________________

                  Address: _____________________________________________________

                  Control No.: _________________________________________________

If only particular documents in the Mortgage File are requested, please specify
which:_________________________________________________________________________
_______________________________________________________________________________

Reason for requesting file (or portion thereof):

         ______   1.       Mortgage Loan paid in full. The undersigned hereby
                           certifies that all amounts received in connection
                           with the Mortgage Loan that are required to be
                           credited to the Custodial Account pursuant to the
                           Pooling and Servicing Agreement, have been or will be
                           so credited.

         ______   2.       Other.  (Describe)

         The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten (10) days of our receipt thereof, unless the Mortgage
Loan has been paid in full, in which case the Mortgage File (or such portion
thereof) will be retained by us permanently.



<PAGE>



         Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.


                                       FIRST UNION NATIONAL BANK


                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________







                                      D-1-2

<PAGE>
                                  EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE


                                   -----------


LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603
Attention: Asset-Backed Securities Trust Services
           Group-LB-UBS Commercial Mortgage Trust 2001-C7

         Re:  LB-UBS Commercial Mortgage Trust 2001-C7,
              Commercial Mortgage Pass-Through Certificates, Series 2001-C7

         In connection with the administration of the Mortgage Files held by or
on behalf of you as Trustee under that certain Pooling and Servicing Agreement
dated as of December 11, 2001 (the "Pooling and Servicing Agreement"), by and
among Structured Asset Securities Corporation as depositor, First Union National
Bank as master servicer ( the "Master Servicer"), the undersigned as special
servicer (the "Special Servicer"), you as trustee (the "Trustee") and ABN AMRO
Bank N.V. as fiscal agent, the undersigned hereby requests a release of the
Mortgage File (or the portion thereof specified below) held by or on behalf of
you as Trustee with respect to the following described Mortgage Loan for the
reason indicated below.

                  Property Name: _______________________________________________

                  Address: _____________________________________________________

                  Control No.: _________________________________________________

If only particular documents in the Mortgage File are requested, please specify
which:_________________________________________________________________________
_______________________________________________________________________________

Reason for requesting file (or portion thereof):

         ______   1.       Mortgage Loan paid in full. The undersigned hereby
                           certifies that all amounts received in connection
                           with the Mortgage Loan that are required to be
                           credited to the Custodial Account pursuant to the
                           Pooling and Servicing Agreement, have been or will be
                           so credited.

         ______   2.       Other.  (Describe)

                  The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently.



<PAGE>



         Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.


                                   LEND LEASE ASSET MANAGEMENT, L.P.


                                   By:______________________________________
                                   Name:____________________________________
                                   Title:___________________________________


                                     D-2-2
<PAGE>


                                    EXHIBIT E

                     FORM OF LOAN PAYOFF NOTIFICATION REPORT

                        LOAN PAYMENT NOTIFICATION REPORT
                           AS OF _____________________
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
      S4            S55        S61   S58     P7     P8    P10        P11       P93        P97  SERVICER ESTIMATED INFORMATION
------------------------------------------------------------------------------------------------------------------------------------
                                                                            PRECEDING
                 SHORT NAME               SCHEDULE PAID CURRENT             FISCAL YR                          EXPECTED  EXPECTED
                   (WHEN    PROPERTY        LOAN   THRU INTEREST  MATURITY     DSCR   MOST RECENT    YIELD     PAYMENT  DISTRIBUTION
PROSPECTUS ID   APPROPRIATE)  TYPE  STATE  BALANCE DATE   RATE      DATE       NCR      DSCR NCF  MAINTENANCE    DATE      DATE
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>          <C>    <C>    <C>     <C>   <C>       <C>       <C>      <C>         <C>          <C>         <C>
------------------------------------------------------------------------------------------------------------------------------------
SCHEDULED PAYMENTS
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

------------------------------------------------------------------------------------------------------------------------------------
UNSCHEDULED PAYMENT
------------------------------------------------------------------------------------------------------------------------------------

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

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

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


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


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


------------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                   $
------------------------------------------------------------------------------------------------------------------------------------

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


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

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

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

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

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

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

THE BORROWER HAS ONLY REQUESTED THE INFORMATION TO PAY-OFF. THIS DOES NOT
INDICATE A DEFINITE PAYMENT.



<PAGE>



                                   EXHIBIT F-1

                         FORM OF TRANSFEROR CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES


                                                              ___________, 20__


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:    Asset-Backed Securities Trust Services
              Group-LB-UBS Commercial Mortgage Trust 2001-C7

         Re:  LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage
              Pass-Through Certificates, Series 2001-C7, Class __, [having
              an initial aggregate [Certificate Principal Balance]
              [Certificate Notional Amount] as of December 18, 2001 (the
              "Closing Date") of $__________] [representing a ___%
              Percentage Interest in the related Class]

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
___________________ (the "Transferor") to _____________________________________
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 11, 2001, among
Structured Asset Securities Corporation as Depositor, First Union National Bank
as Master Servicer, Lend Lease Asset Management, L.P. as Special Servicer,
LaSalle Bank National Association as Trustee and ABN AMRO Bank N.V. as Fiscal
Agent. All capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

                  1. The Transferor is the lawful owner of the Transferred
         Certificates with the full right to transfer such Certificates free
         from any and all claims and encumbrances whatsoever.

                  2. Neither the Transferor nor anyone acting on its behalf has
         (a) offered, transferred, pledged, sold or otherwise disposed of any
         Transferred Certificate, any interest in a Transferred Certificate or
         any other similar security to any person in any manner, (b) solicited
         any offer to buy or accept a transfer, pledge or other disposition of
         any Transferred Certificate, any interest in a Transferred Certificate
         or any other similar security from any person in any manner, (c)
         otherwise approached or negotiated with respect to any Transferred
         Certificate, any interest in a Transferred Certificate or any other
         similar security with any person in any manner, (d) made any general
         solicitation with respect to any Transferred Certificate, any interest
         in a Transferred Certificate or any other similar security by means of
         general advertising or in any other manner, or (e) taken any other
         action with respect to any Transferred Certificate, any interest in a
         Transferred Certificate or any other similar security, which (in the
         case of any of the acts described in clauses (a) through (e) hereof)
         would constitute a distribution of the Transferred Certificates under
         the Securities Act of 1933, as amended (the "Securities Act"), would
         render the disposition of the Transferred Certificates a violation of
         Section 5 of the Securities Act or any state securities laws, or would
         require registration or qualification of the Transferred Certificates
         pursuant to the Securities Act or any state securities laws.


<PAGE>

                                     Very truly yours,

                                     ___________________________________________
                                     (Transferor)


                                     By: _______________________________________
                                         Name: _________________________________
                                         Title: ________________________________




                                     F-1-2
<PAGE>




                                  EXHIBIT F-2A

                        FORM I OF TRANSFEREE CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES


                                                            _____________, 20__


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:   Asset-Backed Securities Trust Services
             Group-LB-UBS Commercial Mortgage Trust 2001-C7

         Re: LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage
             Pass-Through Certificates, Series 2001-C7, Class __, [having
             an initial aggregate Certificate Principal Balance
             [Certificate Notional Amount] as of December 18, 2001 (the
             "Closing Date") of $__________] [representing a ___%
             Percentage Interest in the related Class]

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
___________________ (the "Transferor") to _____________________________________
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 11, 2001, among
Structured Asset Securities Corporation as Depositor, First Union National Bank
as Master Servicer, Lend Lease Asset Management, L.P. as Special Servicer,
LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V. as Fiscal
Agent. All capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

                  1. The Transferee is a "qualified institutional buyer" (a
         "Qualified Institutional Buyer") as that term is defined in Rule 144A
         ("Rule 144A") under the Securities Act of 1933, as amended (the
         "Securities Act"), and has completed one of the forms of certification
         to that effect attached hereto as Annex 1 and Annex 2. The Transferee
         is aware that the sale to it is being made in reliance on Rule 144A.
         The Transferee is acquiring the Transferred Certificates for its own
         account or for the account of another Qualified Institutional Buyer.
         The Transferee understands that such Transferred Certificates may be
         resold, pledged or transferred only in accordance with Section 5.02 of
         the Pooling and Servicing Agreement and (a) to a person reasonably
         believed to be a Qualified Institutional Buyer that purchases for its
         own account or for the account of another Qualified Institutional Buyer
         to whom notice is given that the resale, pledge or transfer is being
         made in reliance on Rule 144A, or (b) pursuant to another exemption
         from registration under the Securities Act.

                  2. The Transferee has been furnished with all information
         regarding (a) the Depositor, (b) the Transferred Certificates and
         distributions thereon, (c) the nature, performance and servicing of the
         Mortgage Loans, (d) the Pooling and Servicing Agreement and the Trust
         Fund created pursuant thereto, (e) all related matters, that it has
         requested.

<PAGE>

                  3. If the Transferee proposes that the Transferred
         Certificates be registered in the name of a nominee, such nominee has
         completed the Nominee Acknowledgment below.

                                     Very truly yours,

                                     ___________________________________________
                                     (Transferee)


                                     By: _______________________________________
                                         Name: _________________________________
                                         Title: ________________________________


                             Nominee Acknowledgment

         The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                     ___________________________________________
                                     (Nominee)


                                     By: _______________________________________
                                         Name: _________________________________
                                         Title: ________________________________





                                     F-2A-2


<PAGE>



                                                         ANNEX 1 TO EXHIBIT F-2A


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]


         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").

         2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended,
because (i) [the Transferee] [each of the Transferee's equity owners] owned
and/or invested on a discretionary basis $______________________(1) in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

         ___      Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986.

         ___      Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any state, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  state or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Transferred Certificates in
                  the case of a U.S. bank, and not more than 18 months preceding
                  such date of sale in the case of a foreign bank or equivalent
                  institution.

         ___      Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a state or federal authority having
                  supervision over any such institutions, or is a foreign
                  savings and loan association or equivalent institution and (b)
                  has an audited net worth of at least $25,000,000 as
                  demonstrated in its latest annual financial statements, a copy
                  of which is attached hereto, as of a date not more than 16
                  months preceding the date of sale of the Transferred
                  Certificates in the case of a U.S.


--------
1 Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee or any
such equity owner, as the case may be, is a dealer, and, in that case,
Transferee or such equity owner, as the case may be, must own and/or invest on a
discretionary basis at least $10,000,000 in securities.


                                     F-2A-3
<PAGE>

                  savings and loan association, and not more than 18 months
                  preceding such date of sale in the case of a foreign savings
                  and loan association or equivalent institution.

         ___      Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

         ___      Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  state, U.S. territory or the District of Columbia.

         ___      State or Local Plan. The Transferee is a plan established and
                  maintained by a state, its political subdivisions, or any
                  agency or instrumentality of the state or its political
                  subdivisions, for the benefit of its employees.

         ___      ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement Income
                  Security Act of 1974.

         ___      Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940.

         ___      QIB Subsidiary. All of the Transferee's equity owners are
                  "qualified institutional buyers" within the meaning of Rule
                  144A.

         ___      Other. (Please supply a brief description of the entity and a
                  cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex 2 rather than this Annex 1.)

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

         3. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee did not
include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee used the
cost of such securities to such Person, unless such Person reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of such Person, but only if such subsidiaries
are consolidated with such Person in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under such Person's direction. However, such
securities were not included if such Person is a majority-owned, consolidated


                                     F-2A-4
<PAGE>

subsidiary of another enterprise and such Person is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.

         5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.

                  ----     -----
                  Yes      No               Will the Transferee be purchasing
                                            the Transferred Certificates only
                                            for the Transferee's own account?

         6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

         7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.

         Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.


                                      _______________________________________
                                      Print Name of Transferee


                                      By: ___________________________________
                                          Name: _____________________________
                                          Title: ____________________________
                                          Date: _____________________________



                                     F-2A-5
<PAGE>



                                                         ANNEX 2 TO EXHIBIT F-2A


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]


         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee Certificate to which
this certification relates and to which this certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

         2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the Transferee
alone owned and/or invested on a discretionary basis, or the Transferee's Family
of Investment Companies owned, at least $100,000,000 in securities (other than
the excluded securities referred to below) as of the end of the Transferee's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Transferee or the Transferee's Family of Investment Companies, the
cost of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

         ____     The Transferee owned and/or invested on a discretionary basis
                  $___________________ in securities (other than the excluded
                  securities referred to below) as of the end of the
                  Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

         ____     The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate $______________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Transferee's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A).

         3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

         4. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary



                                     F-2A-6
<PAGE>

basis by the Transferee, or owned by the Transferee's Family of Investment
Companies, the securities referred to in this paragraph were excluded.

         5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.

                  ----     -----
                  Yes      No               Will the Transferee be purchasing
                                            the Transferred Certificates only
                                            for the Transferee's own account?

         6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

         7. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.

         8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.

                                        ________________________________________
                                        Print Name of Transferee or Adviser


                                        By: ____________________________________
                                            Name: ______________________________
                                            Title: _____________________________
                                            Date: ______________________________





                                        IF AN ADVISER:

                                        ________________________________________
                                        Print Name of Transferee

                                        Date: __________________________________


                                     F-2A-7
<PAGE>
                                  EXHIBIT F-2B

                        FORM II OF TRANSFEREE CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES


                                                             _____________, 20__


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:     Asset-Backed Securities Trust Services
               Group-LB-UBS Commercial Mortgage Trust 2001-C7

         Re:   LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage
               Pass-Through Certificates, Series 2001-C7, Class __, [having
               an initial aggregate [Certificate Principal Balance]
               [Certificate Notional Amount] as of December 18, 2001 (the
               "Closing Date") of $__________] [representing a ___%
               Percentage Interest in the related Class]

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
___________________ (the "Transferor") to _____________________________________
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 11, 2001, among
Structured Asset Securities Corporation as Depositor, First Union National Bank
as Master Servicer, Lend Lease Asset Management, L.P. as Special Servicer,
LaSalle Bank National Association as Trustee and ABN AMRO Bank N.V. as Fiscal
Agent. All capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

         1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

         2. Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) neither the Depositor
nor the Trustee is obligated so to register or qualify the Transferred
Certificates and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant to any applicable state securities laws or (ii) sold or
transferred in a transaction which is exempt from such registration and
qualification and the Certificate Registrar has received (A) a certificate from
the prospective transferor substantially in the form attached as Exhibit F-1 to
the Pooling and Servicing Agreement and a certificate from the prospective
transferee substantially in the form attached either as Exhibit F-2A or Exhibit
F-2B to the Pooling and Servicing Agreement, or (B) an Opinion of Counsel
satisfactory to the Certificate Registrar that the transfer may be made without
registration under the Securities Act, together with the written
certification(s) as to the facts surrounding the transfer from the prospective
transferor and/or prospective transferee upon which such Opinion of Counsel is
based.


<PAGE>

         3. The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:

         THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
         SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
         DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
         QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE
         SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
         PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
         REFERRED TO HEREIN.

         NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
         (A) ANY RETIREMENT PLAN OR EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS
         SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
         AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986
         (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
         PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
         NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE
         BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH
         THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
         REFERRED TO HEREIN.

         4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action, that (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of the
Transferred Certificates under the Securities Act, would render the disposition
of the Transferred Certificates a violation of Section 5 of the Securities Act
or any state securities law or would require registration or qualification of
the Transferred Certificates pursuant thereto. The Transferee will not act, nor
has it authorized nor will it authorize any person to act, in any manner set
forth in the foregoing sentence with respect to the Transferred Certificates,
any interest in the Transferred Certificates or any other similar security.

         5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto, (e) all related
matters, that it has requested.

         6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or an
entity in which all the equity owners come within



                                     F-2B-2
<PAGE>

such paragraphs and has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in
the Transferred Certificates; the Transferee has sought such accounting, legal
and tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such an
investment and can afford a complete loss of such investment.

           7. If the Transferee proposes that the Transferred Certificates be
   registered in the name of a nominee, such nominee has completed the Nominee
   Acknowledgment below.

                                             Very truly yours,

                                             _____________________________
                                             (Transferee)


                                             By: _________________________
                                                 Name: ___________________
                                                 Title: __________________
                                                 Date: ___________________




                                     F-2B-3
<PAGE>



                                                 Nominee Acknowledgment

         The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                        _______________________________________
                                        (Nominee)


                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________





                                     F-2B-4
<PAGE>


                                  EXHIBIT F-2C

                        FORM I OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                     BOOK-ENTRY NON-REGISTERED CERTIFICATES


                                                              ____________, 20__


[TRANSFEROR]

         Re: LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage
             Pass-Through Certificates, Series 2001-C7, Class __, [having
             an initial aggregate [Certificate Principal Balance]
             [Certificate Notional Amount] as of December 18, 2001 (the
             "Closing Date") of $__________] [representing a ___%
             Percentage Interest in the related Class]

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
___________________ (the "Transferor") to _____________________________________
(the "Transferee") through our respective Depository Participants of the
Transferor's beneficial ownership interest (currently maintained on the books
and records of The Depository Trust Company (`DTC") and the Depository
Participants) in the captioned Certificates (the "Transferred Certificates"),
which were issued pursuant to the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of December 11, 2001, among Structured Asset
Securities Corporation as Depositor, First Union National Bank as Master
Servicer, Lend Lease Asset Management, L.P. as Special Servicer, LaSalle Bank
National Association as Trustee and ABN AMRO Bank N.V. as Fiscal Agent. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants and agrees with you, and
for the benefit of the Depositor, that:

         1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act") and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that the Transfer to it of the Transferor's
interest in the Transferred Certificates is being made in reliance on Rule 144A.
The Transferee is acquiring such interest in the Transferred Certificates for
its own account or for the account of a Qualified Institutional Buyer.

         2. The Transferee understands that (a) the Transferred Certificates
have not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) none of the
Depositor, the Trustee or the Certificate Registrar is obligated so to register
or qualify the Transferred Certificates and (c) neither any interest in the
Transferred Certificates nor any security issued in exchange therefor or in lieu
thereof may be resold or transferred unless (i) such Certificates are registered
pursuant to the Securities Act and registered or qualified pursuant any
applicable state securities laws, or (ii) such interest is sold or transferred
in a transaction which is exempt from such registration and qualification and
the Certificate Owner desiring to effect such transfer has received either (A) a
certificate from such Certificate Owner's prospective transferee substantially
in the form attached either as Exhibit F-2C or as Exhibit F-2D to the Pooling
and Servicing Agreement or (B) an opinion of counsel to the effect that such
transfer may be made without registration under the Securities Act.


<PAGE>

         3. The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates, any security issued in exchange therefor
or in lieu thereof or any interest therein except in compliance with the
provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that each Transferred Certificate will
bear the following legends:

         THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
         SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
         DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
         REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH
         DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
         ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.

         NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
         (A) ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS
         SUBJECT TO SECTION 406 OR 407 OF THE EMPLOYEE RETIREMENT INCOME
         SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS
         DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST
         HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
         ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
         ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

                  4. The Transferee has been furnished with all information
regarding (a) the Depositor, (b) the Transferred Certificates and distributions
thereon, (c) the nature, performance and servicing of the Mortgage Loans, (d)
the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto,
(e) any credit enhancement mechanism associated with the Transferred
Certificates, and (f) all related matters, that it has requested.

                                            Very truly yours,

                                            ____________________________________
                                            (Transferee)


                                            By:_________________________________
                                               Name: ___________________________
                                               Title: __________________________

                                     F-2C-2
<PAGE>



                                                         ANNEX 1 TO EXHIBIT F-2C


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [for Transferees other than Registered Investment Companies]


         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Structured Asset Securities
Corporation with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee certificate to which this certification relates and to which this
certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").

         2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because (i) [the Transferee] [each of the Transferee's equity owners] owned
and/or invested on a discretionary basis $______________________(1) in
securities (other than the excluded securities referred to below) as of the end
of such entity's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

         ___      Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986.

         ___      Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any state, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  state or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Transferred Certificates in
                  the case of a U.S. bank, and not more than 18 months preceding
                  such date of sale in the case of a foreign bank or equivalent
                  institution.

         ___      Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a state or federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual

--------
1 Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee or any
such equity owner, as the case may be, is a dealer, and, in that case,
Transferee or such equity owner, as the case may be, must own and/or invest on a
discretionary basis at least $10,000,000 in securities.

                                     F-2C-3
<PAGE>

                  financial statements, a copy of which is attached hereto, as
                  of a date not more than 16 months preceding the date of sale
                  of the Transferred Certificates in the case of a U.S. savings
                  and loan association, and not more than 18 months preceding
                  such date of sale in the case of a foreign savings and loan
                  association or equivalent institution.

         ___      Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

         ___      Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  state, U.S. territory or the District of Columbia.

         ___      State or Local Plan. The Transferee is a plan established and
                  maintained by a state, its political subdivisions, or any
                  agency or instrumentality of the state or its political
                  subdivisions, for the benefit of its employees.

         ___      ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement Income
                  Security Act of 1974.

         ___      Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

         ___      QIB Subsidiary. All of the Transferee's equity owners are
                  "qualified institutional buyers" within the meaning of Rule
                  144A.

         ___      Other. (Please supply a brief description of the entity and a
                  cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex 2 rather than this Annex 1.)

         3. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee did not
include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee used the
cost of such securities to such Person, unless such Person reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of such Person, but only if such subsidiaries
are consolidated with such Person in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under such Person's


                                     F-2C-4
<PAGE>

                  direction. However, such securities were not included if such
                  Person is a majority-owned, consolidated subsidiary of another
                  enterprise and such Person is not itself a reporting company
                  under the Securities Exchange Act of 1934, as amended.

         5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee may be in reliance on Rule 144A.

                  ----     -----
                  Yes                       No Will the Transferee be purchasing
                                            the Transferred Certificates only
                                            for the Transferee's own account?

         6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

         7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.

         8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.


                                     _____________________________________
                                     Print Name of Transferee


                                     By: _________________________________
                                         Name: ___________________________
                                         Title: __________________________
                                         Date: ___________________________




                                     F-2C-5
<PAGE>



                                                         ANNEX 2 TO EXHIBIT F-2C


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [for Transferees that are Registered Investment Companies]

                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and for the benefit of Structured Asset
Securities Corporation with respect to the mortgage pass-through certificates
being transferred in book-entry form (the "Transferred Certificates") as
described in the Transferee certificate to which this certification relates and
to which this certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933, as amended ("Rule 144A"), because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

         2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, as amended, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.

         ____     The Transferee owned and/or invested on a discretionary basis
                  $___________________ in securities (other than the excluded
                  securities referred to below) as of the end of the
                  Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

         ____     The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate $______________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Transferee's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A).

         3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

         4. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary


                                     F-2C-6
<PAGE>

basis by the Transferee, or owned by the Transferee's Family of Investment
Companies, the securities referred to in this paragraph were excluded.

         5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.

         ____     ____    Will the Transferee be purchasing the Transferred
         Yes      No       Certificates only for the Transferee's own account?

         6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

         7. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.



                                     F-2C-7
<PAGE>


         8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.


                                       ____________________________________
                                       Print Name of Transferee or Adviser


                                       By: ________________________________
                                           Name: __________________________
                                           Title: _________________________


                                       IF AN ADVISER:

                                       ____________________________________
                                       Print Name of Transferee

                                       Date: _______________________________



                                     F-2C-8
<PAGE>



                                  EXHIBIT F-2D

                        FORM II OF TRANSFEREE CERTIFICATE
      FOR TRANSFERS OF INTERESTS IN BOOK-ENTRY NON-REGISTERED CERTIFICATES


                                                              ____________, 20__


[TRANSFEROR]

         Re:      LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage
                  Pass-Through Certificates, Series 2001-C7, Class __, [having
                  an initial aggregate [Certificate Principal Balance]
                  [Certificate Notional Amount] as of December 18, 2001 (the
                  "Closing Date") of $__________] [representing a ___%
                  Percentage Interest in the related Class]

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
___________________ (the "Transferor") to _____________________________________
(the "Transferee") through our respective Depository Participants of the
Transferor's beneficial ownership interest (currently maintained on the books
and records of The Depository Trust Company ("DTC") and the Depository
Participants) in the captioned Certificates (the "Transferred Certificates"),
which were issued pursuant to the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of December 11, 2001, among Structured Asset
Securities Corporation as Depositor, First Union National Bank as Master
Servicer, Lend Lease Asset Management, L.P. as Special Servicer, LaSalle Bank
National Association as Trustee and ABN AMRO Bank N.V. as Fiscal Agent. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you and agrees with you,
and for the benefit of the Depositor, that:

         1. The Transferee is acquiring the Transferor's beneficial ownership
interest in the Transferred Certificates for its own account for investment and
not with a view to or for sale or transfer in connection with any distribution
thereof, in whole or in part, in any manner which would violate the Securities
Act of 1933, as amended (the "Securities Act"), or any applicable state
securities laws.

         2. The Transferee understands that (a) the Transferred Certificates
have not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) none of the
Depositor, the Trustee or the Certificate Registrar is obligated so to register
or qualify the Transferred Certificates, and (c) neither any interest in the
Transferred Certificates nor any security issued in exchange therefor or in lieu
thereof may be resold or transferred unless (i) such Certificates are registered
pursuant to the Securities Act and registered or qualified pursuant any
applicable state securities laws, or (ii) such interest is sold or transferred
in a transaction which is exempt from such registration and qualification and
the Certificate Owner desiring to effect such transfer has received either (A) a
certificate from such Certificate Owner's prospective transferee substantially
in the form attached either as Exhibit F-2C or as Exhibit F-2D to the Pooling
and Servicing Agreement or (B) an opinion of counsel satisfactory to the
Transferor to the effect that such transfer may be made without registration
under the Securities Act.

         3. The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates or any interest therein except in
compliance with the provisions of Section 5.02 of the Pooling


<PAGE>
and Servicing Agreement, which provisions it has carefully reviewed, and that
the Transferred Certificates will bear the following legends:

         THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
         SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
         DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
         REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH
         DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
         ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.

         NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
         (A) ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS
         SUBJECT TO SECTION 406 OR 407 OF THE EMPLOYEE RETIREMENT INCOME
         SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS
         DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST
         HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
         ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
         ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of the
Transferred Certificates under the Securities Act, would render the disposition
of the Transferred Certificates a violation of Section 5 of the Securities Act
or any state securities law or would require registration or qualification of
the Transferred Certificates pursuant thereto. The Transferee will not act, nor
has it authorized nor will it authorize any person to act, in any manner set
forth in the foregoing sentence with respect to the Transferred Certificates,
any interest in the Transferred Certificates or any other similar security.

         5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
the nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.

                                     F-2D-2
<PAGE>

         6. The Transferee is an "accredited investor" as defined in any of
paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an
entity in which all of the equity owners come within such paragraphs. The
Transferee has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the
Transferred Certificates; the Transferee has sought such accounting, legal and
tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such
investment and can afford a complete loss of such investment.

                                     Very truly yours,

                                     ___________________________________
                                     (Transferee)


                                     By: _______________________________
                                         Name: _________________________
                                         Title: ________________________


                             Nominee Acknowledgement

         The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates above being registered in its name, the sole beneficial
owner thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.




                                     __________________________________
                                     (Nominee)


                                     By: _______________________________
                                         Name: _________________________
                                         Title: ________________________



                                     F-2D-3
<PAGE>




                                  EXHIBIT F-2E

                       FORM OF TRANSFEREE CERTIFICATE FOR
          ACQUISITIONS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES

                                                              [Date]


[TRANSFEROR]



         Re:   LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage
               Pass-Through Certificates, Series 2001-C7, Class __

Ladies and Gentlemen:

         This letter is delivered to you in connection with the Transfer by
_________________ (the "Transferor") to _____________________ (the "Transferee")
through our respective Depository Participants of the Transferor's beneficial
ownership interest currently maintained on the books and records of The
Depository Trust Company ("DTC") and the Depository Participant in Class __
Certificates having an initial [Certificate Principal Balance][Certificate
Notional Amount] of $___________ (the "Transferred Certificates"). The
Certificates, including the Transferred Certificates, were issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of December 11, 2001, among Structured Asset Securities Corporation as
Depositor, First Union National Bank as Master Servicer, Lend Lease Asset
Management, L.P. as Special Servicer, LaSalle Bank National Association as
Trustee and ABN AMRO Bank N.V. as Fiscal Agent. All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to and agrees with you, and for the benefit of the Depositor, that the
Transferee is not a United States Securities Person.

         For purposes of this certification, "United States Securities Person"
means (i) any natural person resident in the United States, (ii) any partnership
or corporation organized or incorporated under the laws of the United States;
(iii) any estate of which any executor or administrator is a United States
Securities Person, other than any estate of which any professional fiduciary
acting as executor or administrator is a United States Securities Person if an
executor or administrator of the estate who is not a United States Securities
Person has sole or shared investment discretion with respect to the assets of
the estate and the estate is governed by foreign law, (iv) any trust of which
any trustee is a United States Securities Person, other than a trust of which
any professional fiduciary acting as trustee is a United States Securities
Person if a trustee who is not a United States Securities Person has sole or
shared investment discretion with respect to the trust assets and no beneficiary
of the trust (and no settlor if the trust is revocable) is a United States
Securities Person, (v) any agency or branch of a foreign entity located in the
United States, unless the agency or branch operates for valid business reasons
and is engaged in the business of insurance or banking and is subject to
substantive insurance or banking regulation, respectively, in the jurisdiction
where located, (vi) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary for the benefit or
account of a United States Securities Person, (vii) any discretionary account or
similar account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an individual) resident in the United
States, other than one held for the benefit or account of a non-United States
Securities Person by a dealer or other professional fiduciary organized,
incorporated or (if an individual) resident in the United States, (viii) any
partnership or corporation if (a) organized or incorporated under the laws of
any foreign jurisdiction and (b) formed


                                     F-2D-4
<PAGE>

by a United States Securities Person principally for the purpose of investing in
securities not registered under the Securities Act (as defined below), unless it
is organized or incorporated, and owned, by "accredited investors" (as defined
in Rule 501(a)) under the United States Securities Act of 1933, as amended (the
"Securities Act"), who are not natural persons, estates or trusts; provided,
however, that the International Monetary Fund, the International Bank for
Reconstruction and Development, the Inter-American Development Bank, the Asian
Development Bank, the African Development Bank, the United Nations and their
agencies, affiliates and pension plans, any other similar international
organization, their agencies, affiliates and pension plans shall not constitute
United States Securities Persons.

         We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.



Dated:  __________, 20__


                                    By: ________________________________________
                                    As, or as agent for, the beneficial owner(s)
                                    of the Certificates to which this
                                    certificate relates.


                                     F-2E-2
<PAGE>



                                   EXHIBIT G-1

                        FORM I OF TRANSFEREE CERTIFICATE
        IN CONNECTION WITH ERISA (DEFINITIVE NON-REGISTERED CERTIFICATES)


                                                             _____________, 20__


LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603
Attention:   Asset-Backed Securities Trust Services
             Group-LB-UBS Commercial Mortgage Trust 2001-C7

         Re: LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage
             Pass-Through Certificates, Series 2001-C7 (the "Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class ______ Certificates [having an initial aggregate Certificate Principal
Balance as of December 18, 2001 (the "Closing Date") of $__________] [evidencing
a ____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of December 11, 2001, among Structured Asset
Securities Corporation as depositor, First Union National Bank as master
servicer, Lend Lease Asset Management, L.P. as special servicer, LaSalle Bank
National Association as trustee and ABN AMRO Bank N.V. as fiscal agent. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you as Certificate
Registrar, as follows (check the applicable paragraph):

___      The Transferee (A) is not an employee benefit plan or other retirement
         arrangement, including an individual retirement account or annuity, a
         Keogh plan or a collective investment fund or separate account in which
         such plans, accounts or arrangements are invested, including, without
         limitation, an insurance company general account, that is subject to
         ERISA or the Code (each, a "Plan"), and (B) is not directly or
         indirectly purchasing the Transferred Certificates on behalf of, as
         named fiduciary of, as trustee of, or with assets of a Plan; or

___      The Transferee is using funds from an insurance company general account
         to acquire the Transferred Certificates, however, the purchase and
         holding of such Certificates by such Person is exempt from the
         prohibited transaction provisions of Sections 406 and 407 of ERISA and
         the excise taxes imposed on such prohibited transactions by Section
         4975 of the Code, under Sections I and III of Prohibited Transaction
         Class Exemption 95-60.

___      The Transferred Certificates are rated in one of the four highest
         generic rating categories by either Rating Agency and are being
         acquired by or on behalf of a Plan in reliance on Prohibited
         Transaction Exemption 91-14 and such Plan (X) is an accredited investor
         as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y)
         is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by
         the Trustee, the Depositor, any of the Mortgage Loan Seller, the
<PAGE>
         Master Servicer, the Special Servicer, any Sub-Servicer or any
         Mortgagor with respect to Mortgage Loans constituting more than 5% of
         the aggregate unamortized principal balance of all the Mortgage Loans
         determined on the date of the initial issuance of the Certificates, or
         by any Affiliate of such Person and (Z) agrees that it will obtain from
         each of its Transferees that are Plans, a written representation that
         such Transferee, if a Plan, satisfies the requirements of the
         immediately preceding clauses (X) and (Y), together with a written
         agreement that such Transferee will obtain from each of its Transferees
         that are Plans a similar written representation regarding satisfaction
         of the requirements of the immediately preceding clauses (X) and (Y).

                                   Very truly yours,

                                   ____________________________________
                                   (Transferee)


                                   By: ________________________________
                                       Name: __________________________
                                       Title: _________________________


                                     G-1-2
<PAGE>


                                   EXHIBIT G-2

                        FORM II OF TRANSFEREE CERTIFICATE
                            IN CONNECTION WITH ERISA
                    (BOOK-ENTRY NON-REGISTERED CERTIFICATES)

                                                              [Date]

[TRANSFEROR]

         Re:      LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage
                  Pass-Through Certificates, Series 2001-C7, (the
                  "Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
______________________ (the "Transferor") to _________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Corporation ("DTC") and the Depository Participants) in
Class ___ Certificates [having an initial aggregate Certificate Principal
Balance as of December 18, 2001 (the "Closing Date") of $__________] [evidencing
a ____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement, dated as of December 11,
2001 (the "Pooling and Servicing Agreement"), among Structured Asset Securities
Corporation, as depositor, First Union National Bank as master servicer, Lend
Lease Asset Management, L.P. as special servicer, LaSalle Bank National
Association as trustee and ABN AMRO Bank N.V. as fiscal agent. All capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to you as follows (check the applicable
paragraph):

___      The Transferee (A) is not an employee benefit plan or other retirement
         arrangement, including an individual retirement account or annuity, a
         Keogh plan or a collective investment fund or separate account in which
         such plans, accounts or arrangements are invested, including, without
         limitation, an insurance company general account, that is subject to
         ERISA or the Code (each, a "Plan"), and (B) is not directly or
         indirectly purchasing an interest in the Transferred Certificates on
         behalf of, as named fiduciary of, as trustee of, or with assets of a
         Plan;

___      The Transferee is using funds from an insurance company general account
         to acquire an interest in the Transferred Certificates, however, the
         purchase and holding of such interest by such Person is exempt from the
         prohibited transaction provisions of Sections 406(a) and (b) and 407 of
         ERISA and the excise taxes imposed on such prohibited transactions by
         Sections 4975(a) and (b) of the Code, under Sections I and III of
         Prohibited Transaction Class Exemption 95-60.

___      The Transferred Certificates are rated in one of the four highest
         generic rating categories by either Rating Agency and an interest in
         such Certificates is being acquired by or on behalf of a Plan in
         reliance on Prohibited Transaction Exemption 91-14 and such Plan (X) is
         an accredited investor as defined in Rule 501(a)(1) of Regulation D of
         the Securities Act, (Y) is not sponsored (within the meaning of Section
         3(16)(B) of ERISA) by the Trustee, the Depositor, any of the Mortgage
         Loan Sellers, the Master Servicer, the Special Servicer, any
         Sub-Servicer or any Mortgagor with respect to Mortgage Loans
         constituting more than 5% of the aggregate unamortized principal
         balance of all the Mortgage Loans determined on the date of the initial
         issuance of the

<PAGE>

         Certificates, or by any Affiliate of such Person and (Z) agrees that it
         will obtain from each of its Transferees that are Plans, a written
         representation that such Transferee, if a Plan, satisfies the
         requirements of the immediately preceding clauses (X) and (Y), together
         with a written agreement that such Transferee will obtain from each of
         its Transferees that are Plans a similar written representation
         regarding satisfaction of the requirements of the immediately preceding
         clauses (X) and (Y).

                                    Very truly yours,


                                   ____________________________________
                                   (Transferee)


                                   By: ________________________________
                                       Name: __________________________
                                       Title: _________________________



                                    G-2-2
<PAGE>



                                   EXHIBIT H-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                    REGARDING RESIDUAL INTEREST CERTIFICATES

TRANSFER AFFIDAVIT PURSUANT TO
SECTIONS 860D(A)(6)(A) AND 860E(E)(4) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


         Re:      LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage
                  Pass-Through Certificates, Series 2001-C7 (the "Certificates")
                  issued pursuant to the Pooling and Servicing Agreement (the
                  "Pooling and Servicing Agreement"), dated as of December 11,
                  2001, among Structured Asset Securities Corporation as
                  Depositor, First Union National Bank as Master Servicer, Lend
                  Lease Asset Management, L.P. as Special Servicer, LaSalle Bank
                  National Association as Trustee and ABN AMRO Bank N.V. as
                  Fiscal Agent

STATE OF                     )
                                    )       ss.: ____________________
COUNTY OF                    )

                  I, _________________________, under penalties of perjury,
declare that, to the best of my knowledge and belief, the following
representations are true, correct and complete, and being first sworn, depose
and say that:

                  1. I am a __________________________ of______________________
______________________________ (the "Purchaser"), on behalf of which I have the
authority to make this affidavit.

                  2. The Purchaser is acquiring [Class R-I] [Class R-II] [Class
R-III] Certificates representing ________% of the residual interest in [each of]
the real estate mortgage investment conduit[s] ([each,] a "REMIC") designated as
["REMIC I"] ["REMIC II"] ["REMIC III"], [respectively], relating to the
Certificates for which an election is to be made under Section 860D of the
Internal Revenue Code of 1986 (the "Code").

                  3. The Purchaser is not a "Disqualified Organization" (as
defined below), and that the Purchaser is not acquiring the [Class R-I] [Class
R-II] [Class R-III] Certificates for the account of, or as agent or nominee of,
or with a view to the transfer of direct or indirect record or beneficial
ownership thereof, to a Disqualified Organization. For the purposes hereof, a
Disqualified Organization is any of the following: (i) the United States, (ii)
any state or political subdivision thereof, (iii) any foreign government, (iv)
any international organization, (v) any agency or instrumentality of any of the
foregoing, (vi) any tax-exempt organization (other than a cooperative described
in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of
the Code unless such organization is subject to the tax imposed by Section 511
of the Code, (vii) any organization described in Section 1381(a)(2)(C) of the
Code, or (viii) any other entity designated as a "disqualified organization" by
relevant legislation amending the REMIC Provisions and in effect at or proposed
to be effective as of the time of determination. In addition, a corporation will
not be treated as an instrumentality of the United States or of any state or
political subdivision thereof if all of its activities are subject to tax
(except for the Federal Home Loan Mortgage Corporation) and a majority of its
board of directors is not selected by such governmental unit. The terms "United
States" and "international organization" shall have the meanings set forth in
Section 7701 of the Code.

<PAGE>

                  4. The Purchaser acknowledges that Section 860E(e) of the Code
would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in
any [Class R-I] [Class R-II] [Class R-III] Certificates to a Disqualified
Organization.

                  5. No purpose of the acquisition of the [Class R-I] [Class
R-II] [Class R-III] Certificates is to impede the assessment or collection of
tax

                  6. [Check the statement that applies]

o        If the Transferor requires the safe harbor under Revenue Procedure
         2001-12, I.R.B. 2001-2 (December 8, 2000) to apply:

                  a) In accordance with Revenue Procedure 2001-12, I.R.B. 2001-2
(December 8, 2000), the Purchaser (i) is an "eligible corporation" as defined in
Section 860L(a)(2) of the Code, as to which the income of [Class R-I] [Class
R-II] [Class R-III] Certificates will only be subject to taxation in the United
States, (ii) has, and has had in each of its two preceding fiscal years, gross
assets for financial reporting purposes(excluding any obligation of a person
related to the transferee within the meaning of Section 860L(g) of the Code) in
excess of $100 million and net assets of $10 million, and (iii) hereby agrees
only to transfer the Certificate to another corporation meeting the criteria set
forth in Revenue Procedure 2001-12; [ ]

                  or

                  b) The Purchaser is a United States Person and the
consideration paid to the Purchaser for accepting the [Class R-I] [Class R-II]
[Class R-III] Certificates is greater than the present value of the anticipated
net federal income taxes and tax benefits ("Tax Liability Present Value")
associated with owning such Certificates, with such present value computed using
a discount rate equal to the "applicable federal rate" prescribed by Section
1274 of the Code as of the date hereof (with all applicable computations done in
accordance with Revenue Procedure 2001-12) or, to the extent it is not, if the
Transferee has asserted that it regularly borrows, in the ordinary course of its
trade or business, substantial funds from unrelated third parties at a lower
interest rate than such applicable federal rate and the consideration paid to
the Purchaser is greater than the Tax Liability Present Value using such lower
interest rate as the discount rate, the transactions with the unrelated third
party lenders, the interest rate or rates, the date or dates of such
transactions, and the maturity dates or, in the case of adjustable rate debt
instruments, the relevant adjustment dates or periods, with respect to such
borrowings, are accurately stated in Exhibit A to this letter. [ ]


o        If the Transferor does not require the safe harbor under Revenue
         Procedure 2001-12 to apply:

                  a) The Purchaser is a "United States person" as defined in
Section 7701(a) of the Code and the regulations promulgated thereunder (the
Purchaser's U.S. taxpayer identification number is __________). The Purchaser is
not classified as a partnership under the Code (or, if so classified, all of its
beneficial owners are United States persons); [ ]

                  or

                  b) The Purchaser is not a United States person. However, the
Purchaser:

                                     H-1-2
<PAGE>

                           (a) conducts a trade or business within the United
                  States and, for purposes of Treasury Regulation Section
                  1.860G-3(a)(3), is subject to tax under Section 882 of the
                  Code;

                           (b) understands that, for purposes of Treasury
                  Regulation Section 1.860E-1(c)(4)(ii), as a holder of a [Class
                  R-I] [Class R-II] [Class R-III] Certificate for United States
                  federal income tax purposes, it may incur tax liabilities in
                  excess of any cash flows generated by such [Class R-I] [Class
                  R-II] [Class R-III] Certificate;

                           (c) intends to pay the taxes associated with holding
                  a [Class R-I] [Class R-II] [Class R-III] Certificate; and

                           (d) is not classified as a partnership under the Code
                  (or, if so classified, all of its beneficial owners either
                  satisfy clauses (a), (b) and (c) of this sentence or are
                  United States persons) [ ]

                  7. The Purchaser historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Purchaser intends to pay taxes associated with holding the [Class R-I] [Class
R-II] [Class R-III] Certificates as they become due.

                  8. The Purchaser understands that it may incur tax liabilities
with respect to the [Class R-I] [Class R-II] [Class R-III] Certificates in
excess of any cash flows generated by such Certificates.

                  9. The Purchaser will not transfer the [Class R-I] [Class
R-II] [Class R-III] Certificates to any person or entity as to which the
Purchaser has not received an affidavit substantially in the form of this
affidavit or to any person or entity as to which the Purchaser has actual
knowledge that the requirements set forth in paragraphs 3, 5 or 7 hereof are not
satisfied, or to any person or entity with respect to which the Purchaser has
not (at the time of such transfer) satisfied the requirements under the Code to
conduct a reasonable investigation of the financial condition of such person or
entity (or its current beneficial owners if such person or entity is classified
as a partnership under the Code).

                  10. The Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the prohibition
against transferring the [Class R-I] [Class R-II] [Class R-III] Certificates to
a Disqualified Organization, an agent thereof or a person that does not satisfy
the requirements of paragraphs 5 and 7.

                  11. The Purchaser consents to the designation of the Trustee
as the agent of the Tax Matters Person of [the [related] Loan REMIC[(s)] [REMIC
I] [REMIC II] [REMIC III] pursuant to Section 10.01(d) of the Pooling and
Servicing Agreement.

                  Capitalized terms used but not defined herein have the
meanings assigned thereto in the Pooling and Servicing Agreement.

                                     H-1-3
<PAGE>

                  IN WITNESS WHEREOF, the Purchaser has caused this instrument
to be duly executed on its behalf by its duly authorized officer this ___ day of
__________________.


                                      By: _____________________________________
                                          Name: _______________________________
                                          Title: ______________________________


                  Personally appeared before me __________________ known or
proved to me to be the same person who executed the foregoing instrument and to
be a_______________________ of the Purchaser, and acknowledged to me that he/she
executed the same as his/her free act and deed and as the free act and deed of
the Purchaser.

                  Subscribed and sworn before me this ____ day of
                  _______________.


                  _______________
                  Notary Public



                                     H-1-4
<PAGE>

                                   EXHIBIT H-2

                         FORM OF TRANSFEROR CERTIFICATE
                    REGARDING RESIDUAL INTEREST CERTIFICATES


                                                              [Date]


LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603
Attention:        Asset-Backed Securities Trust Services
                  Group-LB-UBS Commercial Mortgage Trust 2001-C7

         Re:      LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage
                  Pass-Through Certificates, Series 2001-C7 (the "Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class R-I] [Class R-II] [Class R-III] Certificates evidencing a ____%
Percentage Interest in such Class (the "Residual Interest Certificates"). The
Certificates, including the Residual Interest Certificates, were issued pursuant
to the Pooling and Servicing Agreement, dated as of December 11, 2001 (the
"Pooling and Servicing Agreement"), among Structured Asset Securities
Corporation, as depositor, First Union National Bank as master servicer, Lend
Lease Asset Management, L.P. as special servicer, LaSalle Bank National
Association as trustee and ABN AMRO Bank N.V. as fiscal agent. All capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby
certifies, represents and warrants to you, as Certificate Registrar, that:

                  1. No purpose of the Transferor relating to the transfer of
the Residual Interest Certificates by the Transferor to the Transferee is or
will be to impede the assessment or collection of any tax.

                  2. The Transferor understands that the Transferee has
delivered to you a Transfer Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit H-1. The Transferor does not know or
believe that any representation contained therein is false.



<PAGE>



                  3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee (or the
beneficial owners of the Transferee if it is classified as a partnership under
the Code) as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and,
as a result of that investigation, the Transferor has determined that the
Transferee has historically paid its debts as they became due and has found no
significant evidence to indicate that the Transferee will not continue to pay
its debts as they become due in the future. The Transferor understands that the
transfer of the Residual Interest Certificates may not be respected for United
States income tax purposes (and the Transferor may continue to be liable for
United States income taxes associated therewith) unless the Transferor has
conducted such an investigation.

                            Very truly yours,

                            ____________________________________
                            (Transferee)

                            By: ________________________________
                                  Name: ________________________
                                  Title: _______________________


                                     H-2-2
<PAGE>




                                   EXHIBIT I-1

                        FORM OF NOTICE AND ACKNOWLEDGMENT


                                                              [Date]


Standard & Poor's Ratings Services
   a division of The McGraw-Hill Companies, Inc.
55 Water Street, 41st  Floor
New York, New York  10041
Attention:  Commercial Surveillance Department

Moody's Investors Service, Inc.
99 Church Street
New York, New York  10007
Attention:  CMBS Monitoring

Ladies and Gentlemen:

         This notice is being delivered pursuant to Section 6.09 of the Pooling
and Servicing Agreement, dated as of December 11, 2001 and relating to LB-UBS
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2001-C7 (the "Agreement"). Capitalized terms used but not otherwise defined
herein shall have respective meanings assigned to them in the Agreement.

         Notice is hereby given that the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class have designated
________________ to serve as the Special Servicer under the Agreement.

         The designation of __________________ as Special Servicer will become
final if certain conditions are met and you deliver to _________________, the
trustee under the Agreement (the "Trustee"), written confirmation that if the
person designated to become the Special Servicer were to serve as such, such
event would not result in the qualification, downgrade or withdrawal of the
rating or ratings assigned by you to one or more Classes of the Certificates.
Accordingly, such confirmation is hereby requested as soon as possible.



<PAGE>



         Please acknowledge receipt of this notice by signing the enclosed copy
of this notice where indicated below and returning it to the Trustee, in the
enclosed stamped self-addressed envelope.

                                Very truly yours,

                                LASALLE BANK NATIONAL ASSOCIATION,
                                as Trustee


                                By: ___________________________________________
                                    Name:
                                    Title:



Receipt acknowledged:


STANDARD & POOR'S RATINGS SERVICES


By:  ________________________________
Name:
Title:
Date:


MOODY'S INVESTORS SERVICE, INC.


By:  ________________________________
Name:
Title:
Date:


                                     I-1-2
<PAGE>



                                   EXHIBIT I-2

               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER


                                                              [Date]


[TRUSTEE]
[MASTER SERVICER]
[DEPOSITOR]
[FISCAL AGENT]

         Re:      LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage
                  Pass-Through Certificates, Series 2001-C7

Ladies and Gentlemen:

         Pursuant to Section 6.09 of the Pooling and Servicing Agreement, dated
as of December 11, 2001, relating to LB-UBS Commercial Mortgage Trust 2001-C7,
Commercial Mortgage Pass-Through Certificates, Series 2001-C7 (the "Agreement"),
the undersigned hereby agrees with all the other parties to the Agreement that
the undersigned shall serve as Special Servicer under, and as defined in, the
Agreement. The undersigned hereby acknowledges that, as of the date hereof, it
is and shall be a party to the Agreement and bound thereby to the full extent
indicated therein in the capacity of Special Servicer. The undersigned hereby
makes, as of the date hereof, the representations and warranties set forth in
Section 3.23 of the Agreement, with the following corrections with respect to
type of entity and jurisdiction of organization: ____________________.




                                By: ___________________________________________
                                    Name:
                                    Title:



<PAGE>


                                    EXHIBIT J

                        FORM OF UCC-1 FINANCING STATEMENT




<PAGE>



                                                                      SCHEDULE 1


                  This Schedule 1 is attached to and incorporated in a financing
statement pertaining to Structured Asset Securities Corporation as depositor
(referred to as the "Debtor" for the purpose of this financing statement only),
and LaSalle Bank National Association as trustee for the holders of the Debtor's
LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage Pass-Through
Certificates, Series 2001-C7 (referred to as the "Secured Party" for purposes of
this financing statement only), under that certain Pooling and Servicing
Agreement, dated as of December 11, 2001 (the "Pooling and Servicing
Agreement"), among the Debtor as depositor, the Secured Party as trustee (the
"Trustee"), First Union National Bank as master servicer (the "Master
Servicer"), Lend Lease Asset Management, L.P. as special servicer (the "Special
Servicer") and ABN AMRO Bank N.V. as fiscal agent relating to the issuance of
the Debtor's LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage
Pass-Through Certificates, Series 2001-C7. Capitalized terms used herein and not
defined shall have the respective meanings given to them in the Pooling and
Servicing Agreement.

                  The attached financing statement covers all of the Debtor's
right (including the power to convey title thereto), title and interest in and
to the Trust Fund created pursuant to the Pooling and Servicing Agreement,
consisting of the following:

                  (1) the mortgage loans listed on the Mortgage Loan Schedule
attached hereto as Exhibit A (the "Mortgage Loans");

                  (2) the note or other evidence of indebtedness of the related
borrower under each Mortgage Loan (the "Mortgage Note"), the related mortgage,
deed of trust or other similar instrument securing such Mortgage Note (the
"Mortgage") and each other legal, credit and servicing document related to such
Mortgage Loan (collectively with the related Mortgage Note and Mortgage, the
"Mortgage Loan Documents");

                  (3) (a) the Custodial Accounts and the Defeasance Deposit
Account required to be maintained by the Master Servicer pursuant to the Pooling
and Servicing Agreement, (b) all funds from time to time on deposit in the
Custodial Accounts and the Defeasance Deposit Account, (c) the investments of
any such funds consisting of securities, instruments or other obligations, and
(d) the general intangibles consisting of the contractual right to payment,
including, without limitation, the right to payments of principal and interest
and the right to enforce the related payment obligations, arising from or under
any such investments;

                  (4) all REO Property acquired in respect of defaulted
Mortgage Loans;

                  (5) (a) the REO Accounts required to be maintained by the
Special Servicer pursuant to the Pooling and Servicing Agreement, (b) all funds
from time to time on deposit in the REO Accounts, (c) the investments of any
such funds consisting of securities, instruments or other obligations, and (d)
the general intangibles consisting of the contractual right to payment,
including, without limitation, the right to payments of principal and interest
and the right to enforce the related payment obligations, arising from or under
any such investments;

                  (6) (a) the Servicing Accounts and the Reserve Accounts
required to be maintained by the Master Servicer and/or the Special Servicer
pursuant to the Pooling and Servicing Agreement, (b) all funds from time to time
on deposit in the Servicing Accounts and the Reserve Accounts, (c) the
investments of any such funds consisting of securities, instruments or other
obligations, and (d) the


                                      J-2
<PAGE>

general intangibles consisting of the contractual right to payment, including,
without limitation, the right to payments of principal and interest and the
right to enforce the related payment obligations, arising from or under any such
investments;

                  (7) (a) the Interest Reserve Account required to be maintained
by the Secured Party pursuant to the Pooling and Servicing Agreement, (b) all
funds from time to time on deposit in the Interest Reserve Account, (c) the
investments of any such funds consisting of securities, instruments or other
obligations, and (d) the general intangibles consisting of the contractual right
to payment, including, without limitation, the right to payments of principal
and interest and the right to enforce the related payment obligations, arising
from or under any such investments;

                  (8) (a) the Collection Account required to be maintained by
the Trustee pursuant to the Pooling and Servicing Agreement, (b) all funds from
time to time on deposit in the Collection Account, (c) the investments of any
such funds consisting of securities, instruments or other obligations, and (d)
the general intangibles consisting of the contractual right to payment,
including, without limitation, the right to payments of principal and interest
and the right to enforce the related payment obligations, arising from or under
any such investments;

                  (9) all insurance policies, including the right to payments
thereunder, with respect to the Mortgage Loans required to be maintained
pursuant to the Mortgage Loan Documents and the Pooling and Servicing Agreement,
transferred to the Trust and to be serviced by the Master Servicer or Special
Servicer pursuant to the Pooling and Servicing Agreement;

                  (10) any and all general intangibles (as defined in the
Uniform Commercial Code) consisting of, arising from or relating to any of the
foregoing; and

                  (11) any and all income, payments, proceeds and products of
any of the foregoing.

THE DEBTOR AND THE SECURED PARTY INTEND THE TRANSACTIONS CONTEMPLATED BY THE
POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF ALL THE DEBTOR'S RIGHT,
TITLE AND INTEREST IN, TO AND UNDER THE MORTGAGE LOANS, THE MORTGAGE NOTES, THE
RELATED MORTGAGES AND THE OTHER RELATED MORTGAGE LOAN DOCUMENTS EVIDENCED BY THE
SERIES 2001-C7 CERTIFICATES, AND THIS FILING SHOULD NOT BE CONSTRUED AS A
CONCLUSION THAT A SALE HAS NOT OCCURRED. THE REFERENCES HEREIN TO MORTGAGE NOTES
SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY MORTGAGE NOTE IS NOT AN
INSTRUMENT WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN EFFECT IN
ANY APPLICABLE JURISDICTION, OR THAT A FILING IS NECESSARY TO PERFECT THE
OWNERSHIP OR SECURITY INTEREST OF THE SECURED PARTY WITH RESPECT TO THE MORTGAGE
LOANS OR IN ANY MORTGAGE NOTE, MORTGAGE OR OTHER MORTGAGE LOAN DOCUMENT. IN
ADDITION, THE REFERENCES HEREIN TO SECURITIES, INSTRUMENTS AND OTHER OBLIGATIONS
SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY SUCH SECURITY, INSTRUMENT OR
OTHER OBLIGATION IS NOT AN INSTRUMENT, A CERTIFICATED SECURITY OR AN
UNCERTIFICATED SECURITY WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN
EFFECT IN ANY APPLICABLE JURISDICTION, NOR SHOULD THIS FINANCING STATEMENT BE
CONSTRUED AS A CONCLUSION THAT A FILING IS NECESSARY TO PERFECT THE OWNERSHIP OR
SECURITY INTEREST OF THE SECURED PARTY IN THE CONTRACTUAL RIGHT TO PAYMENT,
INCLUDING, WITHOUT LIMITATION, THE RIGHT TO PAYMENTS OF PRINCIPAL AND INTEREST
AND THE RIGHT TO ENFORCE THE RELATED PAYMENT OBLIGATIONS, ARISING FROM OR UNDER
ANY


                                      J-3
<PAGE>

SUCH SECURITY, INSTRUMENT OR OTHER OBLIGATION. WITH RESPECT TO THE
FOREGOING, THIS FILING IS MADE ONLY IN THE EVENT OF CONTRARY ASSERTIONS BY THIRD
PARTIES.


























                                      J-4

<PAGE>



                             EXHIBIT A TO SCHEDULE 1

                      (See attached Mortgage Loan Schedule)




<PAGE>


                                    EXHIBIT K

        SUB-SERVICERS IN RESPECT OF WHICH SUB-SERVICING AGREEMENTS ARE IN
                EFFECT OR BEING NEGOTIATED AS OF THE CLOSING DATE

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

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

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

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

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


<PAGE>



                                   EXHIBIT L-1

      FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION FOR WEBSITE ACCESS
                        FROM CERTIFICATE [HOLDER][OWNER]


                                                              [Date]


[LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603
Attention: set-Backed Securities Trust Services
           oup-LB-UBS Commercial Mortgage Trust 2001-C7]

First Union National Bank
8739 Research Drive-URP4
Charlotte, North Carolina 20288
Attention: LB-UBS Commercial Mortgage Trust 2001-C7]

         Re:      LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage
                  Pass-Through Certificates, Series 2001-C7

         In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of December 11, 2001 (the "Pooling and Servicing
Agreement"), among Structured Asset Securities Corporation, as depositor (the
"Depositor"), First Union National Bank as master servicer, Lend Lease Asset
Management, L.P. as special servicer, LaSalle Bank National Association as
trustee (the "Trustee") and ABN AMRO Bank N.V. as fiscal agent, with respect to
LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage Pass-Through
Certificates, Series 2001-C7 (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

         1. The undersigned is a [beneficial owner][registered holder] of the
            Class _____ Certificates.

         2. The undersigned is requesting (Please check as applicable):

                  (i)   ____        the information (the "Information")
                                    identified on the schedule attached hereto
                                    pursuant to Section 8.14 of the Pooling and
                                    Servicing Agreement; or

                  (ii)  ____        a password pursuant to Section 4.02 of
                                    the Pooling and Servicing Agreement for
                                    access to information (also, the
                                    "Information") provided on the [Trustee's]
                                    [Master Servicer's] Internet Website.

         3.  In consideration of the [Trustee's] [Master Servicer's]
             disclosure to the undersigned of the Information, the
             undersigned will keep the Information confidential (except
             from such outside persons as are assisting it in evaluating
             its interest in Certificates, from its accountants and
             attorneys, and otherwise from such governmental or banking
             authorities to which the undersigned is subject), and such
             Information will not, without the prior written consent of the
             [Trustee] [Master Servicer], be disclosed by the undersigned
             or by its officers, directors, partners, employees, agents or
             representatives (collectively, the "Representatives") in any
             manner whatsoever, in whole or in part; provided that the


<PAGE>

             undersigned may provide all or any part of the Information to
             any other person or entity that holds or is contemplating the
             purchase of any Certificate or interest therein, but only if
             such person or entity confirms in writing such ownership
             interest or prospective ownership interest and agrees to keep
             it confidential.

         4.  The undersigned will not use or disclose the Information in
             any manner which could result in a violation of any provision
             of the Securities Act of 1933, as amended, (the "Securities
             Act"), or the Securities Exchange Act of 1934, as amended, or
             would require registration of any Certificate pursuant to
             Section 5 of the Securities Act.


                                     L-1-2
<PAGE>



         IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.

                                  [BENEFICIAL OWNER OF A CERTIFICATE]
                                  [REGISTERED HOLDER OF A CERTIFICATE]


                                  By: ___________________________________
                                      Name: _____________________________
                                      Title: ____________________________

                                  _______________________________________
                                  By: ___________________________________
                                  Name: _________________________________
                                  Title: ________________________________













                                     L-1-3
<PAGE>


                                   EXHIBIT L-2

         FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION FOR WEBSITE
                        ACCESS FROM PROSPECTIVE INVESTOR


                                                              [Date]


LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603
Attention:   Asset-Backed Securities Trust Services
             Group-LB-UBS Commercial Mortgage Trust 2001-C7

         Re:   LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage
               Pass-Through Certificates, Series 2001-C7

         In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of December 11, 2001 (the "Pooling and Servicing
Agreement"), among Structured Asset Securities Corporation as depositor (the
"Depositor"), First Union National Bank as master servicer, Lend Lease Asset
Management, L.P. as special servicer, LaSalle Bank National Association as
trustee (the "Trustee") and ABN AMRO Bank N.V. as fiscal agent, with respect to
LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage Pass-Through
Certificates, Series 2001-C7 (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

         1.       The undersigned is contemplating an investment in the Class
                  _____ Certificates.

         2.       The undersigned is requesting (please check as applicable):

                  (i)               ____ information (the "Information") for use
                                    in evaluating the possible investment
                                    described above as identified on the
                                    schedule attached hereto pursuant to Section
                                    8.14 of the Pooling and Servicing Agreement;
                                    or

                  (ii)              ____ a password pursuant to Section 4.02 of
                                    the Pooling and Servicing Agreement for
                                    access to information (also, the
                                    "Information") provided on the Trustee's
                                    Internet Website.

         3.       In consideration of the Trustee's disclosure to the
                  undersigned of the Information, the undersigned will keep the
                  Information confidential (except from such outside person as
                  are assisting it in making the investment decision described
                  in paragraph 1 above, from its accountants and attorneys, and
                  otherwise from such governmental or banking authorities and
                  agencies to which the undersigned is subject), and such
                  Information will not, without the prior written consent of the
                  Trustee, be disclosed by the undersigned or by its officers,
                  directors, partners, employees, agents or representatives
                  (collectively, the "Representatives") in any manner
                  whatsoever, in whole or in part.

         4.       The undersigned will not use or disclose the Information in
                  any manner which could result in a violation of any provision
                  of the Securities Act of 1933, as amended ( the "Securities
                  Act"), or the Securities Exchange Act of 1934, as amended, or
                  would require registration of any Certificate pursuant to
                  Section 5 of the Securities Act.


<PAGE>

         IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.

                                  [PROSPECTIVE PURCHASER OF A CERTIFICATE]


                                  By: _______________________________________
                                      Name: _________________________________
                                      Title: ________________________________


                                  By:________________________________________
                                  Name: _____________________________________
                                  Title: ____________________________________

                                     L-2-2
<PAGE>


                                    EXHIBIT M

                        FORM OF DEFEASANCE CERTIFICATION



<PAGE>



                        FORM OF NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

FOR LOANS HAVING BALANCE OF (A) $5,000,000 OR LESS, OR (B) LESS THAN 1% OF
OUTSTANDING POOL BALANCE, WHICHEVER IS LESS



To:      Standard & Poor's Ratings Services
         55 Water Street
         New York, New York 10041
         Attn:  Commercial Mortgage Surveillance

From:    _____________________________________, in its capacity as master
         servicer (the "Master Servicer") under the Pooling and Servicing
         Agreement dated as of December 11, 2001 (the "Pooling and Servicing
         Agreement"), among Structured Asset Securities Corporation as
         Depositor, the Master Servicer, Lend Lease Asset Management, L.P. as
         special servicer, LaSalle Bank National Association as trustee (the
         "Trustee"), and ABN AMRO Bank N.V. as fiscal agent.

Date:    _________, 20___

Re:      LB-UBS Commercial Mortgage Trust 2001-C7, Commercial Mortgage
         Pass-Through Certificates Series 2001-C7

     Mortgage loan (the "Mortgage Loan") identified by loan number _____ on the
Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and
heretofore secured by the Mortgaged Properties identified on the Mortgage Loan
Schedule by the following names: ______________________________________________
_______________________________________________________________________________

Reference is made to the Pooling and Servicing Agreement described above.
Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Pooling and Servicing Agreement.

As Master Servicer under the Pooling and Servicing Agreement, we hereby:

1.       Notify you that the Mortgagor has consummated a defeasance of the
         Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
         checked below:

         ____     a full defeasance of the payments scheduled to be due in
                  respect of the entire unpaid principal balance of the Mortgage
                  Loan; or

         ____     a partial defeasance of the payments scheduled to be due in
                  respect of a portion of the unpaid principal balance of the
                  Mortgage Loan that represents ___% of the entire unpaid
                  principal balance of the Mortgage Loan and, under the
                  Mortgage, has an allocated loan amount of $____________ or
                  _______% of the entire unpaid principal balance;

2. Certify as to each of the following, and any additional explanatory notes set
forth on Exhibit A hereto:

                                      M-2
<PAGE>

         a.       The Mortgage Loan documents permit the defeasance, and the
                  terms and conditions for defeasance specified therein were
                  satisfied in all material respects in completing the
                  defeasance.

         b.       The defeasance was consummated on __________, 20__.

         c.       The defeasance collateral consists of securities that (i)
                  constitute "government securities" as defined in Section
                  2(a)(16) of the Investment Company Act of 1940 as amended (15
                  U.S.C. 80a-1), (ii) are listed as "Qualified Investments for
                  `AAA' Financings" under Paragraphs 1, 2 or 3 of "Cash Flow
                  Approach" in Standard & Poor's Public Finance Criteria 2000,
                  as amended to the date of the defeasance, (iii) are rated
                  `AAA' by Standard & Poor's, (iv) if they include a principal
                  obligation, provide for a predetermined fixed dollar amount of
                  principal due at maturity that cannot vary or change, and (v)
                  are not subject to prepayment, call or early redemption. Such
                  securities have the characteristics set forth below:

                         CUSIP RATE MAT PAY DATES ISSUED


         d.       The Master Servicer received an opinion of counsel (from
                  counsel approved by Master Servicer in accordance with the
                  Servicing Standard) that the defeasance will not result in an
                  Adverse REMIC Event.

         e.       The Master Servicer determined that the defeasance collateral
                  will be owned by an entity (the "Defeasance Obligor") as to
                  which one of the statements checked below is true:

                  ____     the related Mortgagor was a Single-Purpose Entity (as
                           defined in Standard & Poor's Structured Finance
                           Ratings Real Estate Finance Criteria, as amended to
                           the date of the defeasance (the "S&P Criteria")) as
                           of the date of the defeasance, and after the
                           defeasance owns no assets other than the defeasance
                           collateral and real property securing Mortgage Loan
                           included in the pool.

                  ____     the related Mortgagor designated a Single-Purpose
                           Entity (as defined in the S&P Criteria) to own the
                           defeasance collateral; or

                  ____     the Master Servicer designated a Single-Purpose
                           Entity (as defined in the S&P Criteria) established
                           for the benefit of the Trust to own the defeasance
                           collateral.

         f.       The Master Servicer received a broker or similar confirmation
                  of the credit, or the accountant's letter described below
                  contained statements that it reviewed a broker or similar
                  confirmation of the credit, of the defeasance collateral to an
                  Eligible Account (as defined in the S&P Criteria) in the name
                  of the Defeasance Obligor, which account is maintained as a
                  securities account by the Trustee acting as a securities
                  intermediary.

         g.       As securities intermediary, the Trustee is obligated to make
                  the scheduled payments on the Mortgage Loan from the proceeds
                  of the defeasance collateral directly to the Master Servicer's
                  collection account in the amounts and on the dates specified
                  in the Mortgage Loan documents or, in a partial defeasance,
                  the portion of such scheduled payments attributed to the
                  allocated loan amount for the real property defeased,
                  increased by any


                                      M-3
<PAGE>

                  defeasance premium specified in the Mortgage Loan documents
                  (the "Scheduled Payments").

         h.       The Master Servicer received from the Mortgagor written
                  confirmation from a firm of independent certified public
                  accountants, who were approved by the Master Servicer in
                  accordance with the Servicing Standard, stating that (i)
                  revenues from principal and interest payments made on the
                  defeasance collateral (without taking into account any
                  earnings on reinvestment of such revenues) will be sufficient
                  to timely pay each of the Scheduled Payments after the
                  defeasance including the payment in full of the Mortgage Loan
                  (or the allocated portion thereof in connection with a partial
                  defeasance) on its Maturity Date (or, in the case of an ARD
                  Loan, on its Anticipated Repayment Date), (ii) the revenues
                  received in any month from the defeasance collateral will be
                  applied to make Scheduled Payments within four (4) months
                  after the date of receipt, and (iii) interest income from the
                  defeasance collateral to the Defeasance Obligor in any
                  calendar or fiscal year will not exceed such Defeasance
                  Obligor's interest expense for the Mortgage Loan (or the
                  allocated portion thereof in a partial defeasance) for such
                  year.

         i.       The Master Servicer received opinions from counsel, who were
                  approved by the Master Servicer in accordance with the
                  Servicing Standard, that (i) the agreements executed by the
                  Mortgagor and/or the Defeasance Obligor in connection with the
                  defeasance are enforceable against them in accordance with
                  their terms, and (ii) the Trustee will have a perfected, first
                  priority security interest in the defeasance collateral
                  described above.

         j.       The agreements executed in connection with the defeasance (i)
                  permit reinvestment of proceeds of the defeasance collateral
                  only in Permitted Investments (as defined in the S&P
                  Criteria), (ii) permit release of surplus defeasance
                  collateral and earnings on reinvestment to the Defeasance
                  Obligor or the Mortgagor only after the Mortgage Loan has been
                  paid in full, if any such release is permitted, (iii) prohibit
                  any subordinate liens against the defeasance collateral, and
                  (iv) provide for payment from sources other than the
                  defeasance collateral or other assets of the Defeasance
                  Obligor of all fees and expenses of the securities
                  intermediary for administering the defeasance and the
                  securities account and all fees and expenses of maintaining
                  the existence of the Defeasance Obligor.

         k.       The entire unpaid principal balance of the Mortgage Loan as of
                  the date of defeasance was $___________ [$5,000,000 or less or
                  less than one percent of pool balance, whichever is less]
                  which is less than 1% of the aggregate unpaid principal
                  balance of the Mortgage Pool as of the date of the most recent
                  Distribution Date Statement received by us (the "Current
                  Report").

         l.       The defeasance described herein, together with all prior and
                  simultaneous defeasances of Mortgage Loans, brings the total
                  of all fully and partially defeased Mortgage Loans to
                  $__________________, which is _____% of the aggregate unpaid
                  principal balance of the Mortgage Pool as of the date of the
                  Current Report.

3.       Certify that Exhibit B hereto is a list of the material agreements,
         instruments, organizational documents for the Defeasance Obligor, and
         opinions of counsel and independent accountants executed and delivered
         in connection with the defeasance described above and that originals or
         copies of such agreements, instruments and opinions have been
         transmitted to the Trustee for placement in the related Mortgage File
         or, to the extent not required to be part of the related


                                      M-4
<PAGE>

         Mortgage File, are in the possession of the Master Servicer as part of
         the Master Servicer's servicing file.

4.       Certify and confirm that the determinations and certifications
         described above were rendered in accordance with the Servicing Standard
         set forth in, and the other applicable terms and conditions of, the
         Pooling and Servicing Agreement; and

5.       Certify that the individual under whose hand the Master Servicer has
         caused this Notice and Certification to be executed did constitute a
         Servicing Officer as of the date of the defeasance described above.

6. Agree to provide copies of all items listed in Exhibit B to you upon request.


         IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.

                                   MASTER SERVICER:____________________________

                                   By:________________________________________
                                   Name:
                                   Title:

                                      M-5