STRUCTURED ASSET SECURITIES CORPORATION II,
                                    Depositor


                                       and


                          ___________________________,
                               as Master Servicer


                                       and


                          ___________________________,
                               as Special Servicer


                                       and


                          ___________________________,
                                   as Trustee


                                       and


                          ___________________________,
                                 as Fiscal Agent


                         POOLING AND SERVICING AGREEMENT


                          Dated as of ___________, 200_


                       __________________________________


                                 $______________


                    LB-UBS Commercial Mortgage Trust 200_-C_


                 Commercial Mortgage Pass-Through Certificates,
                                 Series 200_-C_





                                TABLE OF CONTENTS



                                                                                                                    PAGE
                                                                                                                    ----

                                                   ARTICLE I

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

SECTION 1.01.       Defined Terms. ...................................................................................11
SECTION 1.02.       General Interpretive Principles. ................................................................126
SECTION 1.03.       Certain Adjustments to the Principal Distributions on the Certificates. .........................127

                                                  ARTICLE II

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

SECTION 2.01.       Creation of Trust; Conveyance of Trust Mortgage Loans. ..........................................130
SECTION 2.02.       Acceptance of Trust Fund by Trustee. ............................................................134
SECTION 2.03.       Repurchase of Trust Mortgage Loans for Document Defects and Breaches
                      of Representations and Warranties. ............................................................136
SECTION 2.04.       Representations, Warranties and Covenants of the Depositor. .....................................147
SECTION 2.05.       Acceptance of Grantor Trust Assets by Trustee; Issuance of the Class V
                      Certificates ..................................................................................149
SECTION 2.06.       Acceptance of Loan REMICs by Trustee; Execution, Authentication and
                      Delivery of Class R-LR Certificates; Creation of Loan REMIC Regular
                      Interests. ....................................................................................150
SECTION 2.07.       Conveyance of Loan REMIC Regular Interests. .....................................................150
SECTION 2.08.       Execution, Authentication and Delivery of Class R-I Certificates; Creation
                      of REMIC I Regular Interests ..................................................................150
SECTION 2.09.       Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by
                      Trustee. ......................................................................................151
SECTION 2.10.       Execution, Authentication and Delivery of Class R-II Certificates;
                      Creation of REMIC II Regular Interests. .......................................................151
SECTION 2.11.       Conveyance of REMIC II Regular Interests; Acceptance of REMIC III by
                      Trustee. ......................................................................................151
SECTION 2.12.       Execution, Authentication and Delivery of REMIC III Certificates. ...............................151
SECTION 2.13.       Acceptance of Loss of Value Reserve Fund by Trustee. ............................................152

                                                  ARTICLE III

                                ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.       Administration of the Mortgage Loans. ...........................................................153
SECTION 3.02.       Collection of Mortgage Loan Payments ............................................................155
SECTION 3.03.       Collection of Taxes, Assessments and Similar Items; Servicing Accounts;
                      Reserve Accounts ..............................................................................158








SECTION 3.04.       Pool Custodial Account, Defeasance Deposit Account, Collection
                      Account, Interest Reserve Account, Excess Liquidation Proceeds
                      Account and Loss of Value Reserve Fund. .......................................................160
SECTION 3.04A.      Loan Combination Custodial Accounts for Serviced Loan Combinations. .............................166
SECTION 3.05.       Permitted Withdrawals From the Pool Custodial Account, the Collection
                      Account, the Interest Reserve Account and the Excess Liquidation
                      Proceeds Account ..............................................................................168
SECTION 3.05A.      Permitted Withdrawals From the Loan Combination Custodial Accounts ..............................176
SECTION 3.06.       Investment of Funds in the Collection Account, the Servicing Accounts,
                      the Reserve Accounts, the Defeasance Deposit Account, the Custodial
                      Accounts, the REO Accounts, the Interest Reserve Account and the
                      Excess Liquidation Proceeds Account ...........................................................187
SECTION 3.07.       Maintenance of Insurance Policies; Errors and Omissions and Fidelity
                      Coverage; Environmental Insurance. ............................................................190
SECTION 3.08.       Enforcement of Alienation Clauses. ..............................................................194
SECTION 3.09.       Realization Upon Defaulted Mortgage Loans; Required Appraisals;
                      Appraisal Reduction Calculation. ..............................................................199
SECTION 3.10.       Trustee and Custodian to Cooperate; Release of Mortgage Files ...................................203
SECTION 3.11.       Servicing Compensation; Payment of Expenses; Certain Matters
                      Regarding Servicing Advances ..................................................................205
SECTION 3.12.       Property Inspections; Collection of Financial Statements; Delivery of
                      Certain Reports. ..............................................................................213
SECTION 3.12A.      Preparation and Delivery of Certain Statements and Reports to the
                      Serviced Non-Trust Mortgage Loan Noteholders ..................................................217
SECTION 3.13.       Annual Statement as to Compliance. ..............................................................215
SECTION 3.14.       Reports by Independent Public Accountants .......................................................219
SECTION 3.15.       Access to Certain Information. ..................................................................221
SECTION 3.16.       Title to REO Property; REO Accounts. ............................................................223
SECTION 3.17.       Management of REO Property. .....................................................................225
SECTION 3.18.       Sale of Trust Mortgage Loans and Administered REO Properties ....................................228
SECTION 3.19.       Additional Obligations of the Master Servicer and Special Servicer;
                      Obligations to Notify Ground Lessors and Hospitality Franchisors; the
                      Special Servicer's Right to Request the Master Servicer to Make
                      Servicing Advances; Mortgagor Enforcement Actions. ............................................233
SECTION 3.20.       Modifications, Waivers, Amendments and Consents; Defeasance. ....................................237
SECTION 3.21.       Transfer of Servicing Between Master Servicer and Special Servicer;
                      Record Keeping. ...............................................................................246
SECTION 3.22.       Sub-Servicing Agreements ........................................................................248
SECTION 3.23.       Representations and Warranties of the Master Servicer. ..........................................251
SECTION 3.24.       Representations and Warranties of the Special Servicer ..........................................252
SECTION 3.25.       Certain Matters Regarding the Purchase of the Trust Mortgage Loan in a
                      Loan Combination ..............................................................................254
SECTION 3.26.       Application of Default Charges. .................................................................254
SECTION 3.27.       Purchase Option and Cure Rights of the Class ____ Representative ................................258
SECTION 3.28.       Purchase Option and Cure Rights of the Class ____ Representative. ...............................259










                                                  ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

SECTION 4.01.       Distributions. ..................................................................................261
SECTION 4.02.       Statements to Certificateholders and Others. ....................................................276
SECTION 4.03.       P&I Advances With Respect to the Mortgage Pool ..................................................285
SECTION 4.04.       Allocations of Realized Losses and Additional Trust Fund Expenses ...............................292
SECTION 4.05.       Various Reinstatement Amounts. ..................................................................293
SECTION 4.06.       Calculations. ...................................................................................295
SECTION 4.07.       Use of Agents. ..................................................................................296

                                                   ARTICLE V

                                               THE CERTIFICATES

SECTION 5.01.       The Certificates ................................................................................297
SECTION 5.02.       Registration of Transfer and Exchange of Certificates. ..........................................297
SECTION 5.03.       Book-Entry Certificates .........................................................................305
SECTION 5.04.       Mutilated, Destroyed, Lost or Stolen Certificates. ..............................................307
SECTION 5.05.       Persons Deemed Owners ...........................................................................307

                                                  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. ...................................308
SECTION 6.02.       Continued Qualification and Compliance of Master Servicer; Merger,
                      Consolidation or Conversion of Depositor, Master Servicer or Special
                      Servicer ......................................................................................308
SECTION 6.03.       Limitation on Liability of Depositor, Master Servicer and Special
                     Servicer .......................................................................................309
SECTION 6.04.       Resignation of Master Servicer and the Special Servicer. ........................................310
SECTION 6.05.       Rights of Depositor, Trustee and Serviced Non-Trust Mortgage Loan
                      Noteholders in Respect of the Master Servicer and the Special Servicer. .......................311
SECTION 6.06.       Depositor, Master Servicer and Special Servicer to Cooperate with
                      Trustee. ......................................................................................311
SECTION 6.07.       Depositor, Special Servicer and Trustee to Cooperate with Master
                      Servicer ......................................................................................311
SECTION 6.08.       Depositor, Master Servicer and Trustee to Cooperate with Special
                      Servicer ......................................................................................312
SECTION 6.09.       Designation of Special Servicer and Controlling Class Representative,
                      Class ____ Representative and Class ____ Representative; Replacement of
                      Special Servicer by the Controlling Class and Others. .........................................312
SECTION 6.10.       Master Servicer or Special Servicer as Owner of a Certificate. ..................................318
SECTION 6.11.       Certain Powers of the Controlling Class Representative and the Class ____
                      Representative ................................................................................319
SECTION 6.12.       Certain Matters Regarding the Serviced Loan Combinations. .......................................323








                                                  ARTICLE VII

                                                    DEFAULT


SECTION 7.01.       Events of Default and Outside Servicer Defaults. ................................................329
SECTION 7.02.       Trustee to Act; Appointment of Successor ........................................................337
SECTION 7.03.       Notification to Certificateholders. .............................................................338
SECTION 7.04.       Waiver of Events of Default and Outside Servicer Defaults .......................................339
SECTION 7.05.       Additional Remedies of Trustee Upon Event of Default or Outside
                      Servicer Default. .............................................................................339

                                                 ARTICLE VIII

                                            CONCERNING THE TRUSTEE

SECTION 8.01.       Duties of Trustee ...............................................................................340
SECTION 8.02.       Certain Matters Affecting Trustee. ..............................................................341
SECTION 8.03.       Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of
                      Certificates or Mortgage Loans. ...............................................................342
SECTION 8.04.       Trustee and Fiscal Agent May Own Certificates ...................................................342
SECTION 8.05.       Fees and Expenses of Trustee; Indemnification of and by Trustee. ................................343
SECTION 8.06.       Eligibility Requirements for Trustee ............................................................344
SECTION 8.07.       Resignation and Removal of Trustee. .............................................................344
SECTION 8.08.       Successor Trustee ...............................................................................346
SECTION 8.09.       Merger or Consolidation of Trustee and Fiscal Agent .............................................346
SECTION 8.10.       Appointment of Co-Trustee or Separate Trustee ...................................................346
SECTION 8.11.       Appointment of Custodians. ......................................................................347
SECTION 8.12.       Appointment of Authenticating Agents. ...........................................................348
SECTION 8.13.       Appointment of Tax Administrators. ..............................................................349
SECTION 8.14.       Access to Certain Information. ..................................................................350
SECTION 8.15.       Reports to the Securities and Exchange Commission and Related Reports ...........................351
SECTION 8.16.       Representations and Warranties of Trustee .......................................................357
SECTION 8.17.       The Fiscal Agent ................................................................................359
SECTION 8.18.       Representations and Warranties of Fiscal Agent ..................................................360

                                                  ARTICLE IX

                                                  TERMINATION

SECTION 9.01.       Termination Upon Repurchase or Liquidation of All Trust Mortgage
                      Loans. ........................................................................................362
SECTION 9.02.       Additional Termination Requirements. ............................................................365
SECTION 9.03.       Outside Administered REO Properties. ............................................................366

                                                   ARTICLE X

                                           ADDITIONAL TAX PROVISIONS

SECTION 10.01.      REMIC Administration. ...........................................................................367
SECTION 10.02.      Grantor Trust Administration. ...................................................................370








                                                  ARTICLE XI

                                           MISCELLANEOUS PROVISIONS


SECTION 11.01.      Amendment. ......................................................................................373
SECTION 11.02.      Recordation of Agreement; Counterparts ..........................................................375
SECTION 11.03.      Limitation on Rights of Certificateholders ......................................................375
SECTION 11.04.      Governing Law; Consent to Jurisdiction ..........................................................376
SECTION 11.05.      Notices .........................................................................................376
SECTION 11.06.      Severability of Provisions. .....................................................................377
SECTION 11.07.      Grant of a Security Interest ....................................................................377
SECTION 11.08.      Streit Act. .....................................................................................378
SECTION 11.09.      Successors and Assigns; Beneficiaries ...........................................................378
SECTION 11.10.      Article and Section Headings. ...................................................................379
SECTION 11.11.      Notices to Rating Agencies. .....................................................................379
SECTION 11.12.      Complete Agreement. .............................................................................381





                             SCHEDULES AND EXHIBITS

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

     I         Trust Mortgage Loan Schedule
    II         Representations and Warranties of the Depositor
    III        Exceptions to the Representations and Warranties of the Depositor
    IV         Schedule of Environmentally Insured Mortgage Loans
     V         Schedule of Initial Deposit Mortgage Loans
    VI         Schedule of Mortgage Loans Secured by a Hospitality Property or
                 Nursing Facility
    VII        Schedule of Early Defeasance Mortgage Loans
   VIII        Schedule of Reference Rates
    IX         Schedule of Class A-AB Planned Principal Balances
     X         Schedule of Additional Mortgage Loan Origination Documents
    XI         Schedule of Additional Section 2.03 Documents

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

    A-1        Form of Class [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1A] Certificate
    A-2        Form of Class X-CP Certificate
    A-3        Form of Class X-CL Certificate
    A-4        Form of Class [A-M] [A-J] [B] [C] [D] [E] [F] Certificate
    A-5        Form of Class [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T]
                 Certificate
    A-6        Form of Class [R-I] [R-II] [R-III] [R-LR] Certificate
    A-7        Form of Class V Certificate
    A-8        Form of Class [___-1] [___-2] [___-3] [___-4] [___-5] [___-6]
                 [___-7] [___-1] [___-2] [___-3] [___-4] Certificate
     B         Form of Distribution Date Statement
     C         Form of Custodial Certification
    D-1        Form of Master Servicer Request for Release
    D-2        Form of Special Servicer Request for Release
     E         Form of Loan Payoff Notification Report
    F-1        Form of Transferor Certificate for Transfers of Definitive
                 Non-Registered Certificates
   F-2A        Form I of Transferee Certificate for Transfers of Definitive
                 Non-Registered Certificates
   F-2B        Form II of Transferee Certificate for Transfers of Definitive
                 Non-Registered Certificates
   F-2C        Form of Transferee Certificate for Transfers of Interests in Rule
                 144A Global Certificates
   F-2D        Form of Transferee Certificate for Transfers of Interests in
                 Regulation S Global Certificates
    G-1        Form I of Transferee Certificate in Connection with ERISA
                 (Definitive Non-Registered Certificates)
    G-2        Form II of Transferee Certificate in Connection with ERISA
                 (Book-Entry Non-Registered Certificates)
    H-1        Form of Transfer Affidavit and Agreement regarding Residual
                  Interest Certificates
    H-2        Form of Transferor Certificate regarding Residual Interest
                 Certificates
    I-1        Form of Notice and Acknowledgment
    I-2        Form of Acknowledgment of Proposed Special Servicer
     J         Form of UCC-1 Financing Statement Schedule
     K         Sub-Servicers in respect of which Sub-Servicing Agreements are in
                 effect or being negotiated as of the Closing Date


                                      -v-



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

    L-1        Form of Information Request/Investor Certification for Website
                 Access from Certificate [Holder] [Owner]
    L-2        Form of Information Request/Investor Certification for Website
                 Access from Prospective Investor
     M         Form of Defeasance Certification
     N         Form of Seller/Depositor Notification
     O         Form of Controlling Class Representative Confidentiality
                 Agreement
     P         Form of Trustee Backup Certification
     Q         Form of Master Servicer Backup Certification
     R         Form of Special Servicer Backup Certification
     S         Form of Outside Master Servicer Notice


                                      -vi-



            This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of ___________, 200_, among STRUCTURED ASSET SECURITIES CORPORATION
II, as Depositor, ______________________, as Master Servicer,
______________________, as Special Servicer, ______________________, as Trustee
and ______________________, as Fiscal Agent.

                             PRELIMINARY STATEMENT:

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

            As provided herein, the Trustee will elect to treat each Early
Defeasance Trust Mortgage Loan, if any, as the primary asset of a separate REMIC
for federal income tax purposes, and each such REMIC will be designated as a
"Loan REMIC". The Class R-LR Certificates (if issued in accordance with Section
2.06) will represent the sole class of "residual interests" in each and every
Loan REMIC, if any, for purposes of the REMIC Provisions under federal income
tax law. A separate Loan REMIC Regular Interest will, on the Closing Date, be
issued with respect to, and will thereafter relate to, each Early Defeasance
Trust Mortgage Loan, if any, included in a Loan REMIC. Each Loan REMIC Regular
Interest, if any, issued with respect to, and relating to, an Early Defeasance
Trust Mortgage Loan in a Loan REMIC, shall also relate to any successor REO
Trust Mortgage Loan with respect to such Early Defeasance Trust Mortgage Loan.
Each Loan REMIC Regular Interest, if any, shall: (i) bear a numeric designation
that is the same as the loan number for the related Early Defeasance Trust
Mortgage Loan set forth on the Trust Mortgage Loan Schedule; (ii) accrue
interest at the related per annum rate described in the definition of "Loan
REMIC Remittance Rate"; and (iii) have an initial Uncertificated Principal
Balance equal to the Cut-off Date Balance of the related Early Defeasance Trust
Mortgage Loan. The Legal Final Distribution Date of each Loan REMIC Regular
Interest, if any, is the Distribution Date immediately following the third
anniversary of the end of the remaining amortization term (as determined as of
the Closing Date) of the related Early Defeasance Trust Mortgage Loan. None of
the Loan REMIC Regular Interests (if issued in accordance with Section 2.06)
will be certificated. Notwithstanding the foregoing, however, if the Trust Fund
does not include Early Defeasance Trust Mortgage Loans, then (i) there will be
no Loan REMICs, (ii) neither the Class R-LR Certificates nor any Loan REMIC
Regular Interests will be issued and (iii) the provisions of Section 2.06(b)
will apply.

            As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the Trust Mortgage Loans (exclusive of the Early
Defeasance Trust Mortgage Loans, if any, and exclusive of any collections of
Additional Interest on the ARD Trust Mortgage Loans, if any, after their
respective Anticipated Repayment Dates), any Loan REMIC Regular Interests and
certain other related assets subject to this Agreement as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC I". The Class R-I Certificates will represent the sole class of "residual
interests" in REMIC I for purposes of the REMIC Provisions under federal income
tax law. Two separate REMIC I Regular Interests will, on the Closing Date, be
issued with respect to, and will thereafter relate to, the ______________ Trust
Mortgage Loan, and such REMIC I Regular Interests will bear the alphabetic
designations "___-A" and "___-B", respectively. The ______________ Trust
Mortgage Loan consists of two loan components, and each of REMIC I Regular
Interest ___-A and REMIC I Regular Interest ___-B will correspond to a separate
loan component of the ______________ Trust Mortgage Loan. REMIC I Regular
Interest ___-A will relate to ______________ Trust Mortgage Loan Component A-1a,
and REMIC I Regular Interest ___-B will relate to ______________ Trust Mortgage
Loan Component A-1b. Two separate REMIC I Regular Interests will, on the Closing
Date,




also be issued with respect to, and will thereafter relate to, the
______________ Trust Mortgage Loan, and such REMIC I Regular Interests will bear
the alphabetic designations "___-A" and "___-B", respectively. In addition, a
separate REMIC I Regular Interest will, on the Closing Date, be issued with
respect to, and will thereafter relate to, each other Trust Mortgage Loan
included in REMIC I and each Loan REMIC Regular Interest, if any, included in
REMIC I. Each REMIC I Regular Interest issued with respect to, and relating to,
a Trust Mortgage Loan in REMIC I, shall also relate to any successor REO Trust
Mortgage Loan with respect to such Trust Mortgage Loan and, more specifically,
in the case of each of REMIC I Regular Interest ___-A and REMIC I Regular
Interest ___-B, shall continue to relate to the applicable loan component of any
successor REO Trust Mortgage Loan with respect to the ______________ Trust
Mortgage Loan. Each REMIC I Regular Interest issued with respect to, and
relating to, any Loan REMIC Regular Interest, shall also relate to the Early
Defeasance Trust Mortgage Loan and any successor REO Trust Mortgage Loan
corresponding to such Loan REMIC Regular Interest. Each REMIC I Regular Interest
shall: (i) except as otherwise described above with respect to REMIC I Regular
Interest ___-A, REMIC I Regular Interest ___-B, REMIC I Regular Interest ___-A
and REMIC I Regular Interest ___-B, bear a numeric designation that is the same
as the loan number for the related Trust Mortgage Loan set forth on the Trust
Mortgage Loan Schedule; (ii) accrue interest at a per annum rate described in
the definition of "REMIC I Remittance Rate"; and (iii) have an initial
Uncertificated Principal Balance equal to (A) $____________ in the case of REMIC
I Regular Interest ___-A, (B) $____________in the case of REMIC I Regular
Interest ___-B, (C) $____________ in the case of REMIC I Regular Interest ___-A,
(D) $____________ in the case of REMIC I Regular Interest ___-B, and (E) the
Cut-off Date Balance of the related Trust 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 Trust Mortgage Loan. None of the REMIC I
Regular Interests will be certificated.

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

                                                 Initial Uncertificated
 Designation of REMIC II Regular              Principal Balance of REMIC II
           Interests                                Regular Interests
-----------------------------------      ---------------------------------------
              [A-1-1                                $       ____________
               A-1-2                                $       ____________
              A-1A-1                                $       ____________
              A-1A-2                                $       ____________
              A-1A-3                                $       ____________
              A-1A-4                                $       ____________
              A-1A-5                                $       ____________
              A-1A-6                                $       ____________
              A-1A-7                                $       ____________


                                       -2-



                                                 Initial Uncertificated
 Designation of REMIC II Regular          Principal Balance of REMIC II Regular
           Interests                                    Interests
-----------------------------------      ---------------------------------------
              A-1A-8                                $       ____________
               A-2-1                                $       ____________
               A-2-2                                $       ____________
               A-2-3                                $       ____________
                A-3                                 $       ____________
              A-AB-1                                $       ____________
              A-AB-2                                $       ____________
               A-4-1                                $       ____________
               A-4-2                                $       ____________
               A-4-3                                $       ____________
               A-4-4                                $       ____________
                A-M                                 $       ____________
                A-J                                 $       ____________
                 B                                  $       ____________
                 C                                  $       ____________
                D-1                                 $       ____________
                D-2                                 $       ____________
                E-1                                 $       ____________
                E-2                                 $       ____________
                 F                                  $       ____________
                 G                                  $       ____________
                 H                                  $       ____________
                 J                                  $       ____________
                 K                                  $       ____________
                 L                                  $       ____________
                 M                                  $       ____________
                 N                                  $       ____________
                 P                                  $       ____________
                 Q                                  $       ____________
                 S                                  $       ____________
                 T                                  $       ____________
               ___-1                                $       ____________
               ___-2                                $       ____________
               ___-3                                $       ____________
               ___-4                                $       ____________
               ___-5                                $       ____________
               ___-6                                $       ____________
               ___-7                                $       ____________
               ___-1                                $       ____________
               ___-2                                $       ____________
               ___-3                                $       ____________
               ___-4                                $       ____________

            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. For federal income tax purposes, each Class of the
Regular Interest Certificates (exclusive of


                                       -3-



the Class X-CL and Class X-CP Certificates), each REMIC III Component of the
Class X-CL Certificates and each REMIC III Component 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
REMIC III Component of the Class X-CL Certificates and for each REMIC III
Component of the Class X-CP Certificates is the latest Rated Final Distribution
Date. Each Class of Regular Interest Certificates (exclusive of the Class X-CL
and Class X-CP Certificates), each REMIC III Component of the Class X-CL
Certificates and each REMIC III Component of the Class X-CP Certificates will
accrue interest at the per annum rate described in the definition of
"Pass-Through Rate." The following table sets forth the Class designation and
original Class Principal Balance for each Class of the Regular Interest
Certificates.


                                       -4-



               Class                                 Original Class
  Designation of Regular Interest             Principal Balance of Regular
       Certificate  Classes                   Interest Certificate Classes
----------------------------------      ----------------------------------------
             Class A-1                             $        ____________
             Class A-2                             $        ____________
             Class A-3                             $        ____________
             Class A-AB                            $        ____________
             Class A-4                             $        ____________
             Class A-1A                            $        ____________
             Class A-M                             $        ____________
             Class A-J                             $        ____________
              Class B                              $        ____________
              Class C                              $        ____________
              Class D                              $        ____________
              Class E                              $        ____________
              Class F                              $        ____________
              Class G                              $        ____________
              Class H                              $        ____________
              Class J                              $        ____________
              Class K                              $        ____________
              Class L                              $        ____________
              Class M                              $        ____________
              Class N                              $        ____________
              Class P                              $        ____________
              Class Q                              $        ____________
              Class S                              $        ____________
              Class T                              $        ____________
             Class X-CL                                          (1)
             Class X-CP                                          (2)
            Class ___-1                            $        ____________
            Class ___-2                            $        ____________
            Class ___-3                            $        ____________
            Class ___-4                            $        ____________
            Class ___-5                            $        ____________
            Class ___-6                            $        ____________
            Class ___-7                            $        ____________
            Class ___-1                            $        ____________
            Class ___-2                            $        ____________
            Class ___-3                            $        ____________
            Class ___-4                            $        ____________

            __________________

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


                                       -5-



                    accrued on the respective Component Notional Amounts of the
                    Class X-CL REMIC III Components from time to time.

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

            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, if any, maintains its status as a grantor trust under the Code. The
Class V Certificates (if issued in accordance with Section 2.05) will represent
the entire beneficial ownership of the Grantor Trust Assets. Notwithstanding the
foregoing, however, if the Trust Fund does not include ARD Trust Mortgage Loans,
then there will be no Grantor Trusts, the Class V Certificates will not be
issued and the provisions of Section 2.05(b) will apply.

            The Initial Pool Balance will be $______________.

            There exists one Trust Mortgage Loan (the "________________ Trust
Mortgage Loan"), with a Cut-off Date Balance of $____________, that is evidenced
by a Mortgage Note designated as the Second Amended and Restated Promissory Note
___ and is, together with two (2) other mortgage loans that will not be part of
the Trust Fund (such two (2) other mortgage loans, collectively, the
"________________ Non-Trust Mortgage Loans"), secured on a collective basis by
the same Mortgage encumbering the property identified on the Trust Mortgage Loan
Schedule as ________________ (the "________________ Mortgaged Property"). The
________________ Non-Trust Mortgage Loans consist of: (i) one mortgage loan (the
"________________ Note ___ Non-Trust Mortgage Loan") that has an unpaid
principal balance as of the Cut-off Date of $____________, is evidenced by a
Mortgage Note designated as the Second Amended and Restated Promissory Note ___
and is, as of the Closing Date, together with various other commercial and
multifamily mortgage loans, included in a commercial mortgage securitization
(the "LB-UBS Series 200_-C_ Securitization") involving the issuance of the
LB-UBS Commercial Mortgage Trust 200_-C_, Commercial Mortgage Pass-Through
Certificates, Series 200_-C_ (the "LB-UBS Series 200_-C_ Certificates"); and
(ii) an additional mortgage loan (the "________________ Note ___ Non-Trust
Mortgage Loan") that has an unpaid principal balance as of the Cut-off Date of
$____________, is evidenced by a Mortgage Note designated as the Second Amended
and Restated Promissory Note ___ and is, as of the Closing Date, together with
various other commercial and multifamily mortgage loans, included in a
commercial mortgage securitization (the "LB-UBS Series 200_-C_ Securitization")
involving the issuance of the LB-UBS Commercial Mortgage Trust 200_-C_,
Commercial Mortgage Pass-Through Certificates, Series 200_-C_ (the "LB-UBS
Series 200_-C_ Certificates"). The ________________ Trust Mortgage Loan and the
________________ Non-Trust Mortgage Loans collectively constitute the
"________________ Loan Combination" (which term shall include any group of
successor REO Mortgage Loans or other comparable deemed mortgage loans with
respect to those three (3) Mortgage Loans).

            The relative rights of the respective lenders in respect of the
________________ Loan Combination are set forth in a co-lender agreement dated
as of ____________, 200_ (as amended, restated, supplemented or otherwise
modified from time to time, the "________________ Co-Lender


                                       -6-



Agreement"), between the holder of the Mortgage Note for the ________________
Trust Mortgage Loan and the respective holders of the Mortgage Notes for the
 ________________ Non-Trust Mortgage Loans. As of the Closing Date, the entire
________________ Loan Combination is to be serviced and administered in
accordance with a pooling and servicing agreement, dated as of ______, 200_
(together with any successor servicing agreement provided for under the
________________ Co-Lender Agreement, as any such servicing agreement may be
amended, restated, supplemented or otherwise modified from time to time, the
"________________ Servicing Agreement"), between Structured Asset Securities
Corporation II, as depositor, __________________, as master servicer (in such
capacity, and together with any successor master servicers in respect of the
________________ Loan Combination, the "________________ Master Servicer"),
_______________., as special servicer (in such capacity, and together with any
successor special servicers in respect of the ________________ Loan Combination,
the "________________ Special Servicer"), ______________________, as trustee (in
such capacity, and together with any successor trustees under such pooling and
servicing agreement, the "________________ Trustee"), and
______________________, as fiscal agent.

            There exists one Trust Mortgage Loan (the "________________ Trust
Mortgage Loan"), with a Cut-off Date Balance of $____________, that is evidenced
by a Mortgage Note designated as Promissory Note (Replacement Note ___) and is,
together with three (3) other mortgage loans that will not be part of the Trust
Fund (such three (3) other mortgage loans, collectively, the "________________
Non-Trust Mortgage Loans"), secured on a collective basis by the same Mortgage
encumbering the properties collectively identified on the Trust Mortgage Loan
Schedule as ________________ (collectively, the "________________ Mortgaged
Property"). The ________________ Non-Trust Mortgage Loans consist of: (i) one
(1) mortgage loan (the "________________ Note ___ Mortgage Loan") that has an
unpaid principal balance as of the Cut-off Date of $____________, is evidenced
by a Mortgage Note designated as Promissory Note (Replacement Note ___),
consists of two (2) loan components and is, as of the Closing Date, together
with various other commercial and multifamily mortgage loans, included in the
LB-UBS Series 200_-C_ Securitization, which involves the issuance of the LB-UBS
Series 200_-C_ Certificates; (ii) one (1) mortgage loan (the "________________
Note ___ Non-Trust Mortgage Loan") that has an unpaid principal balance as of
the Cut-off Date of $____________, is evidenced by a Mortgage Note designated as
Promissory Note (Replacement Note ___) and is, as of the Closing Date, together
with various other commercial and multifamily mortgage loans, included in the
LB-UBS Series 200_-C_ Securitization, which involves the issuance of the LB-UBS
Series 200_-Certificates; [(iii) one (1) mortgage loan (the "________________
Note ___ Non-Trust Mortgage Loan") that has an unpaid principal balance as of
the Cut-off Date of $____________, is evidenced by a Mortgage Note designated as
Promissory Note (Replacement Note ___) and is, as of the Closing Date, held by
an institutional third-party noteholder; and (iv) one (1) mortgage loan (the
"________________ Note ___ Non-Trust Mortgage Loan") that has an unpaid
principal balance as of the Cut-off Date of $____________, is evidenced by a
Mortgage Note designated as Promissory Note (Replacement Note ___) and is, as of
the Closing Date, held by an institutional third-party noteholder]. The
________________ Trust Mortgage Loan and the ________________ Non-Trust Mortgage
Loans collectively constitute the "________________ Loan Combination" (which
term shall include any group of successor REO Mortgage Loans or comparable
deemed mortgage loans with respect to those four (4) Mortgage Loans).

            The relative rights of the respective lenders in respect of the
________________ Loan Combination are set forth in a co-lender agreement dated
as of ____________, 200_ (as amended, restated, supplemented or otherwise
modified from time to time, the "________________ Co-Lender


                                       -7-



Agreement"), between the holder of the Mortgage Note for the ________________
Trust Mortgage Loan and the respective holders of the Mortgage Notes for the
________________ Non-Trust Mortgage Loans. As of the Closing Date, the entire
________________ Loan Combination is to be serviced and administered in
accordance with a pooling and servicing agreement, dated as of ______, 200_
(together with any successor servicing agreement provided for under the
________________ Co-Lender Agreement, as any such servicing agreement may be
amended, restated, supplemented or otherwise modified from time to time, the
"________________ Servicing Agreement"), between Structured Asset Securities
Corporation II, as depositor, ____________, as master servicer (in such
capacity, and together with any successor master servicers in respect of the
________________ Loan Combination, the "________________ Master Servicer"),
____________, Inc., as special servicer (in such capacity, and together with any
successor special servicers in respect of the ________________ Loan Combination,
the "________________ Special Servicer"), ______________________, as trustee (in
such capacity, and together with any successor trustees under such pooling and
servicing agreement, the "________________ Trustee") and ______________________,
as fiscal agent.

            There exists one Trust Mortgage Loan (the "____________________
Trust Mortgage Loan"), with a Cut-off Date Balance of $____________, that is
evidenced by a Mortgage Note designated as [the ______ Note] and is, together
with one other mortgage loan that will not be part of the Trust Fund (such other
mortgage loan, the "____________________ Non-Trust Mortgage Loan"), secured on a
collective basis by the same Mortgage encumbering the property identified on the
Trust Mortgage Loan Schedule as ____________________ (the "____________________
Mortgaged Property"). The ____________________ Non-Trust Mortgage Loan has an
unpaid principal balance as of the Cut-off Date of $____________, is evidenced
by a Mortgage Note designated as [the A/B Note] and is, as of the Closing Date,
included in a commercial mortgage securitization involving the issuance of the
____________________ Commercial Mortgage Trust II, Commercial Mortgage
Pass-Through Certificates, Series 200_-C6. The ____________________ Trust
Mortgage Loan and the ____________________ Non-Trust Mortgage Loan together
constitute the "____________________ Loan Combination" (which term shall include
any group of successor REO Mortgage Loans or comparable deemed mortgage loans
with respect to those two (2) mortgage loans).

            The relative rights of the respective lenders in respect of the
____________________ Loan Combination are set forth in a co-lender agreement
dated as of ___________, 200_ (as amended, restated, supplemented or otherwise
modified from time to time, the "____________________ Co-Lender Agreement"),
between the holder of the Mortgage Note for the ____________________ Trust
Mortgage Loan and the holder of the Mortgage Note for the ____________________
Non-Trust Mortgage Loan. As of the Closing Date, the entire ____________________
Loan Combination is to be serviced and administered in accordance with a trust
and servicing agreement, dated as of ___________, 200_ (together with any
successor servicing agreement provided for under the ____________________
Co-Lender Agreement, as any such servicing agreement may be amended, restated,
supplemented or otherwise modified from time to time, the "____________________
Servicing Agreement"), between Structured Asset Securities Corporation II, as
depositor, ______________________, as servicer (in such capacity, and together
with any successor servicers in respect of the ____________________ Loan
Combination, the "____________________ Master Servicer") and as special servicer
(in such capacity, and together with any successor special servicers in respect
of the ____________________ Loan Combination, the "____________________ Special
Servicer"), ______________________, as trustee (in such capacity, and together
with any successor trustees under such trust and servicing agreement, the
"____________________ Trustee"), and ______________________, as fiscal agent.


                                       -8-



            There exists one Trust Mortgage Loan (the "______________ Trust
Mortgage Loan"), with a Cut-off Date Balance of $____________, that is evidenced
by a Mortgage Note designated as [Note ___] and is, together with another
mortgage loan that will not be part of the Trust Fund (such other mortgage loan,
the "______________ Non-Trust Mortgage Loan"), secured on a collective basis by
the same Mortgage encumbering the property identified on the Trust Mortgage Loan
Schedule as ______________ (the "______________ Mortgaged Property"). The
______________ Trust Mortgage Loan consists of two (2) loan components
(together, the "______________ Loan Components", which term shall include the
corresponding loan components that shall be deemed to exist with respect to any
successor REO Trust Mortgage Loan in respect of the ______________ Trust
Mortgage Loan), designated as loan component A-1a (the "______________ Loan
Component A-1a", which term shall include the corresponding loan component that
shall be deemed to exist with respect to any successor REO Trust Mortgage Loan
in respect of the ______________ Trust Mortgage Loan) and loan component A-1b
(the "______________ Loan Component A-1b", which term shall include the
corresponding loan component that shall be deemed to exist with respect to any
successor REO Trust Mortgage Loan in respect of the ______________ Trust
Mortgage Loan), respectively. The ______________ Non-Trust Mortgage Loan has an
unpaid principal balance as of the Cut-off Date of $____________, is evidenced
by a Mortgage Note designated as Note ___ and is, as of the Closing Date, held
by the UBS Mortgage Loan Seller or an Affiliate thereof. The ______________
Trust Mortgage Loan and the ______________ Non-Trust Mortgage Loan collectively
constitute the "______________ Loan Combination" (which term shall include any
group of successor REO Mortgage Loans with respect to those two (2) Mortgage
Loans).

            The relative rights of the respective lenders in respect of the
______________ Loan Combination are set forth in a co-lender agreement dated as
of October ___, 200_ (as amended, restated, supplemented or otherwise modified
from time to time, the "______________ Co-Lender Agreement"), between the holder
of the Mortgage Note for the ______________ Trust Mortgage Loan and the holder
of the Mortgage Note for the ______________ Non-Trust Mortgage Loan. The entire
______________ Loan Combination is to be serviced and administered in accordance
with this Agreement.

            There exist another _________ Trust Mortgage Loans (each, a
"Serviced Note A Trust Mortgage Loan") that, in each case, is evidenced by a
mortgage note designated as Note A and is, together with one (1) other mortgage
loan that will not be part of the Trust Fund (each such other mortgage loan, a
"Serviced Note B Non-Trust Mortgage Loan"), secured on a collective basis by the
same Mortgage encumbering the related property identified in the table following
this paragraph (each property identified in such table, an "A/B Mortgaged
Property"). The Serviced Note A Trust Mortgage Loan and Serviced Note B
Non-Trust Mortgage Loan that are secured by the same Mortgage on a particular
A/B Mortgaged Property will, together, constitute a "Serviced A/B Loan
Combination" (which term shall include any pair of successor REO Mortgage Loans
with respect to those two (2) mortgage loans). The relative rights of the
respective lenders in respect of each Serviced A/B Loan Combination are set
forth in a co-lender agreement dated as of a date in ____________ 200_ (each
such co-lender agreement, as amended, restated, supplemented or otherwise
modified from time to time, an "A/B Co-Lender Agreement"), between the holder of
the Mortgage Note for the Serviced Note A Trust Mortgage Loan comprising such
Serviced A/B Loan Combination and the holder of the Mortgage Note for the
Serviced Note B Non-Trust Mortgage Loan comprising such Serviced A/B Loan
Combination. From and after the Closing Date, each Serviced A/B Loan Combination
is to be serviced and administered in accordance with this Agreement. The table
below identifies each Serviced A/B Loan Combination by name of the related
Mortgaged Property, the Cut-off Date Balance of each Serviced


                                       -9-



Note A Trust Mortgage Loan and Serviced Note B Non-Trust Mortgage Loan included
in the subject Serviced A/B Loan Combination and the holder (as of the Closing
Date) of the Serviced Note B Non-Trust Mortgage Loan included in the subject
Serviced A/B Loan Combination.

                         SERVICED A/B LOAN COMBINATIONS



                              CUT-OFF DATE BALANCE OF      CUT-OFF DATE BALANCE OF        HOLDER OF SERVICED
       NAME OF A/B             SERVICED NOTE A TRUST      SERVICED NOTE B NON-TRUST        NOTE B NON-TRUST
  MORTGAGED PROPERTY(1)            MORTGAGE LOAN                MORTGAGE LOAN              MORTGAGE LOAN(2)
-------------------------     -----------------------     -------------------------     ---------------------

1.  ________________               $   _________                 $    _________                _________
2.  ________________               $   _________                 $    _________                _________
3.  ________________               $   _________                 $    _________                _________
4.  ___________________            $   _________                 $    _________                _________
5.  ___________________            $   _________                 $    _________                _________
6.  ________________               $   _________                 $    _________                _________


___________________

(1)   Reflects property identified by that name on the Trust Mortgage Loan
      Schedule.

(2)   As of Closing Date.

            Accordingly, as and to the extent provided herein, (i) the
________________ Trust Mortgage Loan, although part of the Trust Fund, will be
serviced and administered in accordance with the ________________ Servicing
Agreement, by the ________________ Master Servicer and the ________________
Special Servicer, (ii) the ________________ Trust Mortgage Loan, although part
of the Trust Fund, will be serviced and administered in accordance with the
________________ Servicing Agreement, by the ________________ Master Servicer
and the ________________ Special Servicer, and (iii) the ____________________
Trust Mortgage Loan, although part of the Trust Fund, will be serviced and
administered in accordance with the ____________________ Servicing Agreement, by
the ____________________ Master Servicer and the ____________________ Special
Servicer. The ______________ Non-Trust Mortgage Loan and the Serviced Note B
Non-Trust Mortgage Loans, although not part of the Trust Fund, will be serviced
hereunder by the Master Servicer and the Special Servicer.

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

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


                                      -10-



                                    ARTICLE I

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

            SECTION 1.01.     Defined Terms.

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

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

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

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

            "________________ Determination Date" shall mean the "Remittance
Date" under the ________________ Co-Lender Agreement.

            "________________ Loan Combination" shall have the meaning assigned
thereto in the Preliminary Statement.

            "________________ Master Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.

            "________________ Mortgage Loan" shall mean the ________________
Trust Mortgage Loan or a ________________ Non-Trust Mortgage Loan, as
applicable.

            "________________ Mortgaged Property" shall have the meaning
assigned thereto in the Preliminary Statement.

            "________________ Non-Trust Mortgage Loan Noteholder" shall mean the
holder (or, if applicable, the collective holders) of the Mortgage Note for a
________________ Non-Trust Mortgage Loan.

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


                                      -11-



            "________________ Note ___ Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

            "________________ Note ___ Non-Trust Mortgage Loan Noteholder" shall
mean the holder (or, if applicable, the collective holders) of the Mortgage Note
for the ________________ Note ___ Non-Trust Mortgage Loan.

            "________________ Note ___ Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

            "________________ Note ___ Non-Trust Mortgage Loan Noteholder" shall
mean the holder (or, if applicable, the collective holders) of the Mortgage Note
for the ________________ Note ___ Non-Trust Mortgage Loan.

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

            "________________ Servicer" shall mean the ________________ Master
Servicer or the ________________ Special Servicer, as applicable.

            "________________ Servicing Agreement" shall have the meaning
assigned thereto in the Preliminary Statement.

            "________________ Special Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.

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

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

            "________________ Underlying Collection Period" shall mean, with
respect to any Distribution Date or Trust Master Servicer Remittance Date, the
"Loan Combination Collection Period" (within the meaning of the initial
________________ Servicing Agreement) with respect to the ________________ Loan
Combination that ends in the calendar month in which such Distribution Date or
Trust Master Servicer Remittance Date, as the case may be, occurs.

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

            "____________________ Collection Period" shall mean, with respect to
any Trust Master Servicer Remittance Date or any Distribution Date, the period
commencing on the day immediately following the ____________________
Determination Date in the calendar month preceding the month in which such Trust
Master Servicer Remittance Date or such Distribution Date, as


                                      -12-



the case may be, occurs and ending on and including the ____________________
Determination Date in the calendar month in which such Trust Master Servicer
Remittance Date or such Distribution Date, as the case may be, occurs.

            "____________________ Determination Date" shall mean the "Remittance
Date" under the ____________________ Co-Lender Agreement.

            "____________________ Loan Combination" shall have the meaning
assigned thereto in the Preliminary Statement.

            "____________________ Master Servicer" shall have the meaning
assigned thereto in the Preliminary Statement.

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

            "____________________ Mortgaged Property" shall have the meaning
assigned thereto in the Preliminary Statement.

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

            "____________________ Non-Trust Mortgage Loan Noteholder" shall mean
the holder (or, collectively, if applicable, the holders) of the Mortgage Note
for the ____________________ Non-Trust Mortgage Loan.

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

            "____________________ P&I Advance" shall mean a delinquency advance
(comparable to a P&I Advance) made or to be made, as applicable, by the
____________________ Master Servicer with respect to the ____________________
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto in accordance with the ____________________ Servicing Agreement.

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

            "____________________ Servicer" shall mean either the
____________________ Master Servicer or the ____________________ Special
Servicer, as applicable.

            "____________________ Servicing Agreement" shall have the meaning
assigned thereto in the Preliminary Statement.

            "____________________ Special Servicer" shall have the meaning
assigned thereto in the Preliminary Statement.


                                      -13-



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

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

            "____________________ Underlying Collection Period" shall mean, with
respect to any Distribution Date or Trust Master Servicer Remittance Date, the
"Collection Period" (within the meaning of the initial ____________________
Servicing Agreement) that ends in the calendar month in which such Distribution
Date or Trust Master Servicer Remittance Date, as the case may be, occurs.

            "A/B Co-Lender Agreement" shall have the meaning assigned thereto in
the Preliminary Statement.

            "A/B Mortgaged Property" shall have the meaning assigned thereto in
the Preliminary Statement.

            "AAA" shall have the meaning assigned thereto in Section 2.03(i).

            "AAA Rules" shall have the meaning assigned thereto in Section
2.03(i).

            "____________" shall mean ______________________ or its successor in
interest.

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

            "Accrued Certificate Interest" shall mean the interest accrued from
time to time with respect to any Class of Regular Interest Certificates, the
amount of which interest shall equal: (a) in the case of any Class of Class ___
Certificates for any Interest Accrual Period, the product of (i) the annual
Pass-Through Rate applicable to such Class of Certificates for such Interest
Accrual Period, multiplied by (ii) the Class Principal Balance of such Class of
Certificates outstanding immediately prior to the related Distribution Date,
multiplied by (iii) a fraction, the numerator of which is the actual number of
days in such Interest Accrual Period, and the denominator of which is 360; (b)
in the case of any other Class of Principal Balance Certificates for any
Interest Accrual Period, one-twelfth of the product of (i) the annual
Pass-Through Rate applicable to such Class of Certificates for such Interest
Accrual Period, multiplied by (ii) the Class Principal Balance of such Class of
Certificates outstanding


                                      -14-



immediately prior to the related Distribution Date; and (c) in the case of
either Class of Interest-Only Certificates for any Interest Accrual Period, the
aggregate amount of Accrued Component Interest with respect to all of the REMIC
III Components of such Class of Certificates for such Interest Accrual Period.
The Class ___ Certificates shall accrue interest on an Actual/360 Basis, and the
other Regular Interest Certificates shall accrue interest on a 30/360 Basis.

            "Accrued Component Interest" shall mean the interest accrued from
time to time with respect to any REMIC III Component of 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 annual
Pass-Through Rate applicable to such REMIC III Component for such Interest
Accrual Period, multiplied by (ii) the Component Notional Amount of such REMIC
III Component outstanding immediately prior to the related Distribution Date.
Each REMIC III Component of a Class of Interest-Only Certificates shall accrue
interest on a 30/360 Basis.

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

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

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

            "Additional Interest" shall mean, with respect to any ARD Mortgage
Loan after its Anticipated Repayment Date, subject to Section 2.05(b), all
interest accrued on the principal balance of such ARD Mortgage Loan at the
Additional Interest Rate and, if so provided in the related loan documents,
compounded at the related Mortgage Rate (the payment of which interest shall,
under the terms of such ARD Mortgage Loan, be deferred until the entire
outstanding principal balance thereof has been paid). For purposes of this
Agreement, Additional Interest on an ARD Mortgage Loan or any successor REO
Mortgage Loan with respect thereto shall be deemed not to constitute principal
or any portion thereof and shall not be added to the unpaid principal balance or
Stated Principal Balance of such ARD Mortgage Loan or any successor REO Mortgage
Loan with respect thereto, notwithstanding that the terms of the related loan
documents so permit. To the extent that any Additional Interest is not paid on a
current basis, it shall, for purposes of this Agreement, be deemed to be
deferred interest (regardless of whether it is added to principal outstanding
with respect to the related ARD Mortgage Loan in accordance with the related
loan documents).

            "Additional Interest Rate" shall mean, with respect to any ARD
Mortgage Loan after its Anticipated Repayment Date, subject to Section 2.05(b),
the incremental increase in the Mortgage Rate for such loan resulting from the
passage of such Anticipated Repayment Date.

            "Additional Servicer" shall mean each Servicer, other than the
Master Servicer and the Special Servicer, that meets the criteria in Item
1108(a)(2)(i) through (iii) of Regulation AB.

            "Additional Trust Fund Expense" shall mean any expense that: (i) is
incurred with respect to the Trust Fund or any particular asset therein; (ii) is
not paid by or on behalf of any Mortgagor


                                      -15-



and is not covered by a nonreimbursable payment by any party hereto; (iii) is
not otherwise included in the calculation of a Realized Loss in respect of any
particular Trust Mortgage Loan or REO Trust Mortgage Loan; and (iv) would result
or has resulted, as the case may be, in the Holders of Regular Interest
Certificates receiving less than the full amount of principal and/or
Distributable Certificate Interest to which they are entitled on any
Distribution Date.

            "Adjusted Actual/360 Accrued Interest Amount" shall mean, with
respect to any Loan REMIC Regular Interest or REMIC I Regular Interest that
relates to an Interest Reserve Mortgage Loan or an Interest Reserve REO Mortgage
Loan (other than REMIC I Regular Interest ___-B), for any Interest Accrual
Period, an amount of interest equal to the product of (a) the Mortgage Rate for
the related Trust Mortgage Loan in effect as of the Closing Date (without regard
to any modifications, extensions, waivers or amendments of the related Trust
Mortgage Loan subsequent to the Closing Date and, if such related Trust Mortgage
Loan is an Outside Serviced Trust Mortgage Loan, reduced by the Actual/360
Equivalent of the related Outside Servicing Fee Rate), multiplied by (b) a
fraction, the numerator of which is the number of days in such Interest Accrual
Period, and the denominator of which is 360, multiplied by (c) the
Uncertificated Principal Balance of such Loan REMIC Regular Interest or REMIC I
Regular Interest, as the case may be, immediately prior to the Distribution Date
that corresponds to such Interest Accrual Period; provided that, if the subject
Interest Accrual Period ends during (x) _______________ or any year thereafter
that is not a leap year or (y) _______________ or any year thereafter, then the
amount of interest calculated with respect to any particular Loan REMIC Regular
Interest or REMIC I Regular Interest pursuant to this definition for such
Interest Accrual Period without regard to this proviso shall be decreased by the
Interest Reserve Amount, if any, with respect to the related Interest Reserve
Mortgage Loan or Interest Reserve REO Mortgage Loan, as the case may be,
transferred (in accordance with Section 3.04(c)) from the Collection Account to
the Interest Reserve Account in the calendar month in which such Interest
Accrual Period ends; and provided, further, that, if the subject Interest
Accrual Period ends during _______________ or any year thereafter, then the
amount calculated with respect to any particular Loan REMIC Regular Interest or
REMIC I Regular Interest pursuant to this definition for such Interest Accrual
Period without regard to this proviso shall be increased by the Interest Reserve
Amount(s), if any, with respect to the related Interest Reserve Mortgage Loan or
Interest Reserve REO Mortgage Loan, as the case may be, transferred (in
accordance with Section 3.05(c)) from the Interest Reserve Account to the
Collection Account in the calendar month in which such Interest Accrual Period
ends. For purposes of clause (a) of the prior sentence, the term "Actual/360
Equivalent of the related Outside Servicing Fee Rate" means a rate per annum
equal to the product of (a) the subject Outside Servicing Fee Rate, multiplied
by (b) a fraction, expressed as a percentage, the numerator of which is 30 and
the denominator of which is the number of days in the applicable Interest
Accrual Period.

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

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


                                      -16-



such REMIC II Regular Interest is the sole Corresponding REMIC II Regular
Interest or is one of two or more Corresponding REMIC II Regular Interests, as
applicable.

            "Administered REO Property" shall mean any REO Property other than,
if applicable, any Outside Administered REO Property.

            "Administrative Cost Rate" shall mean: (a) with respect to each
Outside Serviced Trust Mortgage Loan (or any successor REO Trust Mortgage Loan
with respect thereto), the sum of [(i) the related Outside Servicing Fee Rate,
(ii) the Trustee Fee Rate, and (iii) the related Master Servicing Fee Rate;] and
(b) with respect to each other Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan with respect thereto), the corresponding rate per annum specified
as the "Administrative Cost Rate" on the Trust Mortgage Loan Schedule, which,
for each Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto), is equal to the sum of the related Master Servicing Fee Rate
and the Trustee Fee Rate.

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

            "Adverse Grantor Trust Event" shall mean, subject to Section
2.05(b), 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 Specially Designated Non-Trust Mortgage Loan
Securities, as of any date of determination, the qualification, downgrade or
withdrawal of any rating then assigned to such Class of Certificates or such
class of Specially Designated Non-Trust Mortgage Loan Securities, as the case
may be, by either Rating Agency or, if applicable, by Moody's.

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

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

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

            "Annual Assessment Report" shall have the meaning assigned thereto
in Section 3.14.

            "Annual Attestation Report" shall have the meaning assigned thereto
in Section 3.14.


                                      -17-



            "Annual Statement of Compliance" shall have the meaning assigned
thereto in Section 3.13.

            "Anticipated Repayment Date" shall mean, with respect to any ARD
Mortgage Loan, subject to Section 2.05(b), the date specified in the related
loan documents after which the Mortgage Rate for such ARD Mortgage Loan will
increase as specified in the related Mortgage Note.

            "Appraisal Reduction Amount" shall mean, with respect to any
Required Appraisal Loan, an amount (calculated initially as of the applicable
Determination Date immediately following the later of the date on which the
subject Serviced Trust Mortgage Loan or Serviced Loan Combination, as
applicable, became a Required Appraisal Loan and the date on which the
applicable Required Appraisal was obtained, and thereafter as of each subsequent
applicable Determination Date during the period that the subject Serviced Trust
Mortgage Loan, REO Trust Mortgage Loan or Serviced Loan Combination, as
applicable, remains a Required Appraisal Loan) equal to the excess, if any, of:
(a) the sum of, without duplication, (i) the Stated Principal Balance of such
Required Appraisal Loan, (ii) to the extent not previously advanced by or on
behalf of the Master Servicer, the Trustee or the Fiscal Agent, all unpaid
interest on such Required Appraisal Loan through the most recent Due Date prior
to the date of calculation (exclusive of any portion thereof that represents
Additional Interest and/or Default Interest), (iii) all accrued and unpaid
Special Servicing Fees, Liquidation Fees and Workout Fees in respect of such
Required Appraisal Loan, (iv) all related unreimbursed Advances made by or on
behalf of (plus all accrued interest on such Advances payable to) the Master
Servicer and/or any other party hereto with respect to such Required Appraisal
Loan, (v) any other unpaid items that could become 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 Serviced Trust Mortgage Loan or
Serviced Loan Combination becomes a Required Appraisal Loan, (ii) either (A) no
Required Appraisal or update thereof has been obtained or conducted, as
applicable, with respect to the related Mortgaged Property during the 12-month
period prior to the date such Serviced Trust Mortgage Loan or Serviced Loan
Combination, as the case may be, became a Required Appraisal Loan or (B) there
shall have occurred since the date of the most recent Required Appraisal or
update thereof a material change in the circumstances surrounding the related
Mortgaged Property that would, in the Special Servicer's reasonable judgment,
materially affect the value of the related Mortgaged Property, and (iii) no
Required Appraisal is obtained or conducted, as applicable, in accordance with
Section 3.09(a), within 60 days after such Serviced Trust Mortgage Loan or
Serviced Loan Combination, as the case may be, became a Required Appraisal Loan,
then (x) until such Required Appraisal or update is obtained or conducted, as
applicable, in accordance with Section 3.09(a), the Appraisal Reduction Amount
shall equal 25% of the Stated Principal Balance of such Required Appraisal Loan,
and (y) upon receipt or performance, as applicable, in accordance with Section
3.09(a), of such Required Appraisal or update thereof by the Special Servicer,
the Appraisal Reduction Amount for such Required Appraisal Loan shall be
recalculated in accordance with the preceding sentence of this definition. For
purposes of this definition, each Required Appraisal Loan that is part of a
Cross-Collateralized Group shall be treated separately for the purposes of
calculating any Appraisal Reduction Amount.


                                      -18-



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

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

            Notwithstanding the foregoing, in the case of an Outside Serviced
Loan Combination, the term "Appraisal Reduction Amount" shall have the meaning
assigned to that term or any analogous term in the related Outside Servicing
Agreement. Further notwithstanding the foregoing, any Appraisal Reduction Amount
with respect to an Outside Serviced Loan Combination shall be calculated, and
allocated between the respective Mortgage Loans comprising such Outside Serviced
Loan Combination by the applicable Outside Servicer pursuant to the related
Outside Servicing Agreement; and the parties hereto shall be entitled to rely on
such calculations, and the allocations to the Trust Mortgage Loan or REO Trust
Mortgage Loan, as applicable, in such Outside Serviced Loan Combination, as
reported to them by the applicable Outside Servicer.

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

            "Arbitration Commencement Date" shall have the meaning assigned
thereto in Section 2.03(i).

            "ARD Mortgage Loan" shall mean, subject to Section 2.05(b), any
Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) that
provides that if the unamortized principal balance thereof is not repaid by a
date certain set forth in the related loan documents, such Mortgage Loan (or
successor REO Mortgage Loan) will accrue additional interest at the rate
specified in the related Mortgage Note and the related Mortgagor is required to
apply certain excess monthly cash flow generated by the related Mortgaged
Property to the repayment of the outstanding principal balance on such Mortgage
Loan. If none of the Trust Mortgage Loans are reflected on the Trust Mortgage
Loan Schedule as being ARD Mortgage Loans, then Section 2.05(b) shall apply.


                                      -19-



            "ARD Trust Mortgage Loan" shall mean any Trust Mortgage Loan that is
an ARD Mortgage Loan. If none of the Trust Mortgage Loans are reflected on the
Trust Mortgage Loan Schedule as being ARD Mortgage Loans, then Section 2.05(b)
shall apply.

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

            "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 then Maturity Date as of which such
Mortgage Loan remains outstanding and part of the Trust Fund (or, in the case of
a Serviced Non-Trust Mortgage Loan, if applicable, as of which (i) such
Non-Trust Mortgage Loan remains outstanding and (ii) the related Trust Mortgage
Loan remains part of the Trust Fund) (provided that such Mortgage Loan was not
paid in full, and no other Liquidation Event occurred in respect thereof, before
the end of the related Collection Period in which such 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, such Maturity Date; and (b) with respect to any REO
Mortgage Loan, for any Due Date as of which the related REO Property (or any
interest therein) remains part of the Trust Fund, the scheduled monthly payment
of principal and/or interest deemed to be due in respect thereof on such Due
Date equal to the Monthly Payment (or, in the case of a Balloon Mortgage Loan
described in clause (a) of this definition, the Assumed Monthly Payment) that
was due (or deemed due) in respect of the related Mortgage Loan on the last Due
Date prior to its becoming an REO Mortgage Loan.

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

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

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

            (a)     the sum, without duplication, of (i) the aggregate amount of
      all payments and other collections on or with respect to the Trust
      Mortgage Loans and any REO Properties (including Loss of Value Payments,
      ____________________ P&I Advances and, in the case of the initial
      Distribution Date, any Initial Deposits) that (A) were Received by the
      Trust as of the end of the related Collection Period and (B) are on
      deposit in the Collection Account as of 12:00 noon (New York City time) on
      such Distribution Date, (ii) the aggregate amount of any P&I Advances made
      by the Master Servicer, the Trustee and/or the Fiscal Agent with respect
      to the Mortgage Pool for distribution on the Certificates on such
      Distribution Date pursuant to Section 4.03, (iii) the aggregate amount
      deposited by the Master Servicer in the Collection Account for such
      Distribution Date pursuant to Section 3.19(a) in connection with
      Prepayment Interest Shortfalls on the Mortgage Pool, (iv) to the extent
      not included in the amount described in clause (a)(i) of this definition,
      the aggregate amount transferred from the Excess Liquidation Proceeds
      Account to the Collection Account pursuant to Section 3.05(d) in respect
      of such Distribution


                                      -20-



      Date, (v) to the extent not included in the amount described in clause
      (a)(i) of this definition, if such Distribution Date is the Final
      Distribution Date, the aggregate amount transferred from the Loss of Value
      Reserve Fund to the Collection Account pursuant to Section 3.05(e) in
      respect of such Distribution Date, and (vi) to the extent not included in
      the amount described in clause (a)(i) of this definition, if such
      Distribution Date occurs during _______________ or any year thereafter,
      the aggregate of the Interest Reserve Amounts transferred from the
      Interest Reserve Account to the Collection Account in respect of the
      Interest Reserve Mortgage Loans and any Interest Reserve REO Mortgage
      Loans for distribution on such Distribution Date; net of

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

provided that the Available Distribution Amount for the Final Distribution Date
shall consist of all amounts on deposit in the Collection Account as of the time
distributions are to be made to Certificateholders on the Final Distribution
Date, exclusive of any portion of such amounts that are payable or reimbursable
to any Person from the Collection Account pursuant to clauses (ii) through (v)
and (viii) of Section 3.05(b), that were deposited in the Collection Account in
error or that represent Prepayment Consideration and/or Additional Interest.

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

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

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

            "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


                                      -21-



date of determination, over (b) the aggregate of the Servicer Fee Amounts for
the Master Servicer and all of the Sub-Servicers as of such date of
determination.

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

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

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

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

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

            "Cash-Based Permitted Purchase" shall mean any Permitted Purchase
other than in connection with the exchange of all the Certificates for all the
Trust Mortgage Loans and REO Properties pursuant to Section 9.01.

            "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 200_-C_, Commercial Mortgage Pass-Through Certificates, Series 200_-C_, 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.


                                      -22-



            "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
(provided that the provisions of this clause (ii) are not intended to limit the
rights of the Controlling Class Representative, the Class ___ Representative or
the Class ___ Representative (any of which may be an Affiliate of the Special
Servicer) as are specifically set forth in this Agreement with respect to any
consent, approval or waiver required or permitted to be made by the Controlling
Class Representative, the Class ___ Representative or the Class ___
Representative or any rights under Section 6.09 with respect to any election,
removal or replacement of the Special Servicer or the Controlling Class
Representative, the Class ___ Representative or the Class ___ Representative).
The Certificate Registrar shall be entitled to request and rely upon a
certificate of the Depositor, the Master Servicer or the Special Servicer in
determining whether a Certificate is registered in the name of an Affiliate of
such Person. All references herein to "Certificateholders" shall reflect the
rights of Certificate Owners as they may indirectly exercise such rights through
the Depository and the Depository Participants, except as otherwise specified
herein; provided, however, that the parties hereto shall be required to
recognize as a "Certificateholder" only the Person in whose name a Certificate
is registered in the Certificate Register.

            "Certificateholder Reports" shall mean, collectively, the
Distribution Date Statement, the Mortgage Pool Data Update Report, the Loan
Payoff Notification Report, the CMSA Investor Reporting Package and any reports
comparable to the foregoing with respect to an Outside Serviced Trust Mortgage
Loan or any related REO Property that are deliverable to the Trustee (or to the
Master Servicer on behalf of the Trustee), as holder of the Mortgage Note for
such Outside Serviced Trust Mortgage Loan.

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

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

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


                                      -23-



            (a)     the sum, without duplication, of (i) any payments and other
      collections on or with respect to the ______________ Trust Mortgage Loan
      or any related REO Property (including Loss of Value Payments with respect
      to the ______________ Trust Mortgage Loan) that (A) were Received by the
      Trust as of the end of the related Collection Period and (B) are on
      deposit in the Collection Account as of 12:00 noon (New York City time) on
      such Distribution Date, (ii) any P&I Advance made by the Master Servicer,
      the Trustee and/or the Fiscal Agent with respect to the ______________
      Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
      thereto for distribution on the Certificates on such Distribution Date
      pursuant to Section 4.03, (iii) the amount deposited by the Master
      Servicer in the Collection Account for such Distribution Date pursuant to
      Section 3.19(a) in connection with any Prepayment Interest Shortfall on
      the ______________ Trust Mortgage Loan, and (iv) to the extent not
      included in the amount described in clause (a)(i) of this definition, if
      such Distribution Date is the Final Distribution Date, the aggregate
      amount transferred from the Loss of Value Reserve Fund to the Collection
      Account with respect to the ______________ Trust Mortgage Loan or any
      related REO Property pursuant to Section 3.05(e) in respect of such
      Distribution Date; net of

            (b)     the portion of the aggregate amount described in clause (a)
      of this definition that represents one or more of the following--(i)
      scheduled Monthly Payments with respect to the ______________ Trust
      Mortgage Loan 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 from payments and other collections with
      respect to the ______________ Trust Mortgage Loan or any related REO
      Property pursuant to clauses (ii) through (v) and (viii) of Section
      3.05(b), (iii) Prepayment Consideration with respect to the ______________
      Trust Mortgage Loan, and (iv) amounts deposited in the Collection Account
      with respect to the ______________ Trust Mortgage Loan or any related REO
      Property in error.

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

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

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

            "Class A Certificate" shall mean any of the [Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M and Class A-J]
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-1A Certificate" shall mean any one of the Certificates with
a "Class A-1A" 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.


                                      -24-



            "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-AB Certificate" shall mean any one of the Certificates with
a "Class A-AB" 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-AB Planned Principal Balance" shall mean, with respect to
any Distribution Date, the targeted Class Principal Balance of the Class A-AB
Certificates for such date set forth on Schedule IX attached hereto.

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

            "Class 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-4 attached hereto, and evidencing a portion of a class of "regular interests"
in REMIC III for purposes of the REMIC Provisions.

            "Class B Through T 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 or Class T] Certificate.

            "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-4 attached hereto, and evidencing a portion of a class of "regular interests"
in REMIC III for purposes of the REMIC Provisions.

            "Class ___ Available Distribution Amount" shall mean, with respect
to any Distribution Date, that portion of the ______________ Available
Distribution Amount for such Distribution Date that is equal to the lesser of
(i) the amount deemed distributed to REMIC II with respect to REMIC I Regular
Interest ___-B on such Distribution Date pursuant to clauses (iv), (v) and (vi)
of the first paragraph of Section 4.01(m) and (ii) the total of (x) all
Distributable Certificate Interest with respect to the Class ___ Certificates
for such Distribution Date and, to the extent not previously distributed, for
all prior Distribution Dates, (y) the Class ___ Principal Distribution Amount
for such Distribution Date and


                                      -25-



(z) the aggregate Loss Reimbursement Amount with respect to the Class ___
Certificates for such Distribution Date.

            "Class ___-1 Certificate" shall mean any of the Certificates with a
"Class ___-1" designation on the face thereof, substantially in the form of
Exhibit A-8 attached hereto, and evidencing a portion of a class of "regular
interests" in REMIC III for purposes of the REMIC Provisions.

            "Class ___-2 Certificate" shall mean any of the Certificates with a
"Class ___-2" designation on the face thereof, substantially in the form of
Exhibit A-8 attached hereto, and evidencing a portion of a class of "regular
interests" in REMIC III for purposes of the REMIC Provisions.

            "Class ___-3 Certificate" shall mean any of the Certificates with a
"Class ___-3" designation on the face thereof, substantially in the form of
Exhibit A-8 attached hereto, and evidencing a portion of a class of "regular
interests" in REMIC III for purposes of the REMIC Provisions.

            "Class ___-4 Certificate" shall mean any of the Certificates with a
"Class ___-4" designation on the face thereof, substantially in the form of
Exhibit A-8 attached hereto, and evidencing a portion of a class of "regular
interests" in REMIC III for purposes of the REMIC Provisions.

            "Class ___ Certificateholders" shall mean the Holders of the Class
___ Certificates.

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

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

            "Class ___ Control Period" shall mean any period when there is no
continuing Class ___ Change of Control Event.

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

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


                                      -26-



            "Class ___ Purchase Option Event" shall mean the existence of the
following circumstances as of any date of determination: (a) the ______________
Trust Mortgage Loan constitutes a Specially Serviced Trust Mortgage Loan; and
(b) any Monthly Payment under the ______________ Trust Mortgage Loan is at least
60 days delinquent. [OTHER EVENTS?]

            "Class ___ Purchase Price" shall mean, with respect to the
______________ Trust Mortgage Loan, in connection with a purchase thereof by the
Class ___ Representative pursuant to Section 3.27(a), a price equal to the sum,
without duplication, of (i) the outstanding principal balance of the
______________ Trust Mortgage Loan, together with all accrued and unpaid
interest (including the Master Servicing Fee) on the ______________ Trust
Mortgage Loan (excluding, however, any such accrued and unpaid interest that
represents Default Interest), (ii) all other sums (in addition to principal and
interest) then due and owing under the terms of the ______________ Trust
Mortgage Loan (excluding, however, any such other sums that represent Default
Interest), (iii) all expenses (including amounts incurred by and owing to the
Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer, if any)
associated with the subject purchase, (iv) any amount relating to the
______________ Trust Mortgage Loan in respect of servicing compensation payable
to the Master Servicer or any other party hereunder, and (v) Advances and all
interest paid or payable, as the context may require, to the Master Servicer or
any other party hereunder with respect to Advances made by the Master Servicer
or any other party, at the Reimbursement Rate, which Advances are, at the time
of purchase, payable or reimbursable to the Trustee, the Fiscal Agent, the
Master Servicer or any other Person under this Agreement.

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

            "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-4 attached hereto, and evidencing a portion of a class of "regular interests"
in REMIC III for purposes of the REMIC Provisions.

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

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


                                      -27-



            "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-5 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-5 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 hypothetical or
notional amount on which a Class of Interest-Only Certificates accrues or is
deemed to accrue interest from time to time. As of any date of determination,
the Class Notional Amount of each Class of Interest-Only Certificates shall
equal the then aggregate of the Component Notional Amounts of all the REMIC III
Components of such Class of Interest-Only Certificates; provided that, for
reporting purposes, the Class Notional Amount of the Class X-CP Certificates
shall be calculated in accordance with the Prospectus Supplement.

            "Class P Certificate" shall mean any of the Certificates with a
"Class P" designation on the face thereof, substantially in the form of Exhibit
A-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
outstanding from time to time of any Class of Principal Balance Certificates. As
of the Closing Date, the Class Principal Balance of each Class of Principal
Balance Certificates shall equal the Original Class Principal Balance thereof.
On each Distribution Date, the Class Principal Balance of each Class of
Principal Balance Certificates shall be 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 reduced (subject to
Section 4.05) by the amount of any Realized Losses and Additional Trust Fund
Expenses deemed allocated thereto on such Distribution Date pursuant to Section
4.04. On each Distribution Date, the Class Principal Balance of each Class of
Principal Balance Certificates shall be increased by the related Class Principal
Reinstatement Amount, if any, for such Distribution Date.

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

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


                                      -28-



            "Class R-II Certificate" shall mean any 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 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 R-LR Certificate" shall mean, subject to Section 2.06(b), any
of the Certificates with a "Class R-LR" 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 each Loan REMIC for
purposes of the REMIC Provisions.

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

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

            (a)     the sum, without duplication, of (i) any payments and other
      collections on or with respect to the ______________ Loan Component A-1b
      and on or with respect to any related REO Property that are allocable
      under the ______________ Co-Lender Agreement to the ______________ Loan
      Component (including Loss of Value Payments with respect to the
      ______________ Loan Component A-1b) that (A) were Received by the Trust as
      of the end of the related Collection Period and (B) are on deposit in the
      Collection Account as of 12:00 noon (New York City time) on such
      Distribution Date, (ii) any P&I Advance made by the Master Servicer, the
      Trustee and/or the Fiscal Agent with respect to the ______________ Loan
      Component A-1b for distribution on the Class ___ Certificates on such
      Distribution Date pursuant to Section 4.03, (iii) the amount deposited by
      the Master Servicer in the Collection Account for such Distribution Date
      pursuant to Section 3.19(a) in connection with any Prepayment Interest
      Shortfall on the ______________ Loan Component A-1b, and (iv) to the
      extent not included in the amount described in clause (a)(i) of this
      definition, if such Distribution Date is the Final Distribution Date, the
      aggregate amount transferred from the Loss of Value Reserve Fund to the
      Collection Account with respect to the ______________ Loan Component A-1b
      pursuant to Section 3.05(e) in respect of such Distribution Date; net of

            (b)     the portion of the aggregate amount described in clause (a)
      of this definition that represents one or more of the following--(i)
      scheduled Monthly Payments with respect to the ______________ Loan
      Component A-1b that are due on a Due Date following the end of the related
      Loan Combination Collection Period, (ii) any amounts payable or
      reimbursable to any Person from the Collection Account from payments and
      other collections on the ______________ Loan Component A-1b pursuant to
      clauses (ii) through (v) and (viii) of Section 3.05(b), (iii) Prepayment
      Consideration with respect to the ______________ Loan Component A-1b, and
      (iv) amounts deposited in the Collection Account with respect to the
      ______________ Loan Component A-1b in error;


                                      -29-



provided that, with respect to any Distribution Date, the Class ___ Available
Distribution Amount shall not exceed the sum of (i) the Class ___ Principal
Distribution Amount for such Distribution Date, (ii) the aggregate Distributable
Certificate Interest in respect of all the Classes of the Class ___ Certificates
for such Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates, if any, and (iii) the aggregate Loss Reimbursement Amount
with respect to all the Classes of the Class ___ Certificates for such
Distribution Date.

            "Class ___-1 Certificate" shall mean any one of the Certificates
with a "Class ___-1" designation on the face thereof, substantially in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

            "Class ___-2 Certificate" shall mean any one of the Certificates
with a "Class ___-2" designation on the face thereof, substantially in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

            "Class ___-3 Certificate" shall mean any one of the Certificates
with a "Class ___-3" designation on the face thereof, substantially in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

            "Class ___-4 Certificate" shall mean any one of the Certificates
with a "Class ___-4" designation on the face thereof, substantially in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

            "Class ___-5 Certificate" shall mean any one of the Certificates
with a "Class ___-5" designation on the face thereof, substantially in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

            "Class ___-6 Certificate" shall mean any one of the Certificates
with a "Class ___-6" designation on the face thereof, substantially in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

            "Class ___-7 Certificate" shall mean any one of the Certificates
with a "Class ___-7" designation on the face thereof, substantially in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

            "Class ___ Certificateholders" shall mean the Holders of the Class
___ Certificates.

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

            "Class ___ Change of Control Event" shall mean the event that exists
when, as of any date of determination, the unpaid principal amount of the
______________ Loan Component A-1b (net of any Appraisal Reduction Amount with
respect to the ______________ Loan Combination) is less than 25.0% of the
initial unpaid principal amount of the ______________ Loan Component A-1b.

            "Class ___ Control Period" shall mean any period when there is no
continuing Class ___ Change of Control Event.


                                      -30-



            "Class ___ Net Prepayment Consideration" shall mean that portion of
any Net Prepayment Consideration received with respect to, and allocable to, the
______________ Loan Component in accordance with the related loan documents and
the ______________ Co-Lender Agreement.

            "Class ___ Principal Distribution Amount" shall mean, with respect
to any Distribution Date, an amount equal to the lesser of (a) that portion, if
any, of the Principal Distribution Amount for such Distribution Date that is
attributable to the ______________ Loan Component A-1b and (b) the aggregate
Certificate Principal Balance of the Class ___ Certificates outstanding
immediately prior to such Distribution Date.

            "Class ___ Purchase Option Event" shall mean, the following
circumstances as of any date of determination: (a) the ______________ Mortgage
Loans constitute Specially Serviced Mortgage Loans; and (b) any Monthly Payment
under the ______________ Loan Combination is at least 60 days delinquent or the
______________ Loan Combination is not repaid on the related Maturity Date.

            "Class ___ Purchase Price" shall mean, with respect to the
______________ Trust Mortgage Loan, in connection with a purchase thereof by the
Class ___ Representative pursuant to Section 3.28(a), a price equal to the sum,
without duplication, of (i) the outstanding principal balance of the
______________ Trust Mortgage Loan, together with all accrued and unpaid
interest (including the Master Servicing Fee) on the ______________ Trust
Mortgage Loan (excluding, however, any such accrued and unpaid interest that
represents Default Interest), (ii) all other sums (in addition to principal and
interest) then due and owing under the terms of the ______________ Trust
Mortgage Loan (excluding, however, any such other sums that represent Default
Interest), (iii) all expenses (including amounts incurred by and owing to the
Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer, if any)
associated with the subject purchase, (iv) any amount relating to the
______________ Trust Mortgage Loan in respect of servicing compensation payable
to the Master Servicer or any other party hereunder, and (v) Advances and all
interest paid or payable, as the context may require, to the Master Servicer or
any other party hereunder with respect to Advances made with respect to the
______________ Loan Combination by the Master Servicer or any other party, at
the Reimbursement Rate, which Advances are, at the time of purchase, payable or
reimbursable to the Trustee, the Fiscal Agent, the Master Servicer or any other
Person under this Agreement.

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

            "Class T Certificate" shall mean any of the Certificates with a
"Class T" designation on the face thereof, substantially in the form of Exhibit
A-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, subject to Section 2.05(b), 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, subject to Section 2.05(b), 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.


                                      -31-



            "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-3 attached hereto, and evidencing a portion of ___ separate "regular
interests" in REMIC III for purposes of the REMIC Provisions.

            "Class X-CL REMIC III Component" shall mean any of the ___ separate
"regular interests" in REMIC III evidenced by the Class X-CL Certificates, each
of which: (i) relates to its Corresponding REMIC II Regular Interest; (ii)
accrues interest at its Pass-Through Rate in effect from time to time; 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. The
Class X-CL REMIC III Components shall have the following alphabetic and
alphanumeric designations: [X-CL-A-1-1; X-CL-A-1-2; X-CL-A-1A-1; X-CL-A-1A-2;
X-CL-A-1A-3; X-CL-A-1A-4; X-CL-A-1A-5; X-CL-A-1A-6; X-CL-A-1A-7; X-CL-A-1A-8;
X-CL-A-2-1; X-CL-A-2-2; X-CL-A-2-3; X-CL-A-3; X-CL-A-AB-1; X-CL-A-AB-2;
X-CL-A-4-1; X-CL-A-4-2; X-CL-A-4-3; X-CL-A-4-4; X-CL-A-M; X-CL-A-J; X-CL-B;
X-CL-C; X-CL-D-1; X-CL-D-2; X-CL-E-1; X-CL-E-2; X-CL-F; X-CL-G; X-CL-H; X-CL-J;
X-CL-K; X-CL-L; X-CL-M; X-CL-N; X-CL-P; X-CL-Q; X-CL-S; and X-CL-T].

            "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 28 separate "regular
interests" in REMIC III for purposes of the REMIC Provisions.

            "Class X-CP REMIC III Component" shall mean any of the 28 separate
"regular interests" in REMIC III evidenced by the Class X-CP Certificates, each
of which: (i) relates to its Corresponding REMIC II Regular Interest; (ii)
accrues interest at its Pass-Through Rate in effect from time to time; 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. The
Class X-CP REMIC III Components shall have the respective alphabetic and
alphanumeric designations set forth in the definition of "Class X-CP Termination
Date".


                                      -32-



            "Class X-CP Termination Date" shall mean, with respect to any Class
X-CP REMIC III Component, the Distribution Date in the month and year specified
opposite the alphanumeric designation for such Class X-CP REMIC III Component in
the following table.

        Designation of Class X-CP            Month and Year of Class X-CP
           REMIC III Component                     Termination Date
        -------------------------            -----------------------------
               [X-CP-A-1-2                            __________
               X-CP-A-1A-2                            __________
               X-CP-A-1A-3                            __________
               X-CP-A-1A-4                            __________
               X-CP-A-1A-5                            __________
               X-CP-A-1A-6                            __________
               X-CP-A-1A-7                            __________
               X-CP-A-1A-8                            __________
                X-CP-A-2-1                            __________
                X-CP-A-2-2                            __________
                X-CP-A-2-3                            __________
                 X-CP-A-3                             __________
               X-CP-A-AB-1                            __________
               X-CP-A-AB-2                            __________
                X-CP-A-4-1                            __________
                X-CP-A-4-2                            __________
                X-CP-A-4-3                            __________
                X-CP-A-4-4                            __________
                 X-CP-A-M                             __________
                 X-CP-A-J                             __________
                  X-CP-B                              __________
                  X-CP-C                              __________
                 X-CP-D-1                             __________
                 X-CP-D-2                             __________
                 X-CP-E-1                             __________
                 X-CP-E-2                             __________
                  X-CP-F                              __________
                 X-CP-G]                              __________

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

            "Closing Date" shall mean ____________, 200_.

            "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


                                      -33-



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

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

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

            "CMSA Comparative Financial Status Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Comparative Financial Status Report" available as of
the Closing Date on the CMSA Website, or such other form for the presentation of
such information as may from time to time be approved by the CMSA for commercial
mortgage securities transactions generally. In connection with preparing the
CMSA Comparative Financial Status Report, the Master Servicer shall process (a)
interim financial statements beginning with interim financial statements for the
fiscal quarter ending ______ of 200_, and (b) annual financial statements
beginning with annual financial statements for the 200_ fiscal year.

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

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

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


                                      -34-



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

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

            "CMSA Investor Reporting Package" shall mean, collectively:

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

            (b)     the following ten supplemental reports: (i) CMSA Delinquent
      Loan Status Report, (ii) CMSA Historical Loan Modification and Corrected
      Mortgage Loan Report, (iii) CMSA Historical Liquidation Report, (iv) CMSA
      REO Status Report, (v) CMSA Operating Statement Analysis Report, (vi) CMSA
      Comparative Financial Status Report, (vii) CMSA Servicer Watch List,
      (viii) CMSA Advance Recovery Report, (ix) CMSA Loan Level Reserve/LOC
      Report and (x) CMSA NOI Adjustment Worksheet; and

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

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

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

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

            "CMSA NOI Adjustment Worksheet" shall mean a report prepared by the
Master Servicer with respect to all the Performing Serviced Mortgage Loans, and
by the Special Servicer with


                                      -35-



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

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

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

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

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

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

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

            "Co-Lender Agreement" shall mean, with respect to any Loan
Combination, the co-lender agreement governing the relative rights of the
respective holders of the Mortgage Loans comprising such Loan Combination. The
Co-Lender Agreements consist of the ________________ Co-Lender Agreement, the
________________ Co-Lender Agreement, the ____________________ Co-Lender
Agreement, the ______________ Co-Lender Agreement, the ___________________
Co-Lender Agreement and the other A/B Co-Lender Agreements.


                                      -36-



            "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 "[NAME OF TRUSTEE], as Trustee, in trust for the registered holders
of LB-UBS Commercial Mortgage Trust 200_-C_, Commercial Mortgage Pass-Through
Certificates, Series 200_-C_".

            "Collection Period" shall mean, individually and collectively, as
applicable in the context used, (i) the related Loan Combination Collection
Period with respect to each Loan Combination and all related matters, and (ii)
the Trust Collection Period with respect to the Mortgage Pool (exclusive of
those Trust Mortgage Loans and any REO Trust Mortgage Loans that are part of a
Loan Combination) and all related matters.

            "Combination Trust Mortgage Loan" shall mean any Trust Mortgage Loan
that constitutes part of a Loan Combination. The Combination Trust Mortgage
Loans are the ________________ Trust Mortgage Loan, the ________________ Trust
Mortgage Loan, the ____________________ Trust Mortgage Loan, the ______________
Trust Mortgage Loan, the ___________________ Trust Mortgage Loan and the other
Serviced Note A Trust Mortgage Loans.

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

            "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.

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

            "Controlling Class" shall mean, as of any date of determination, the
then most subordinate (based on the payment priorities set forth in Sections
4.01(a) and 4.01(b)) outstanding Class of Principal Balance Certificates
(exclusive of the Class ___ and Class ___ Certificates) that has a Class
Principal Balance that is at least equal to 25% of the Original Class Principal
Balance of such Class; provided that if no such Class of Principal Balance
Certificates has as of such date of determination a Class Principal Balance that
is at least equal to 25% of its Original Class Principal Balance, then the
Controlling Class shall be the then most subordinate (based on the payment
priorities set forth in Sections 4.01(a) and 4.01(b)) outstanding Class of
Principal Balance Certificates (exclusive of the Class ___ and Class ___
Certificates) that has a Class Principal Balance greater than zero; and
provided, further, that, for purposes of determining, and exercising the rights
of, the Controlling Class, all of the Senior Class A Certificates shall be
deemed to constitute a single Class of Certificates. The Trustee shall notify
the other parties hereto of any change in the Class of Certificates that
constitutes the Controlling Class pursuant to this definition.

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


                                      -37-



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

            "Controlling Class Representative Confirmation" 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
________________________, Attention: _______________.

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

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

            "Corresponding REMIC II Regular Interest" shall mean: (a) with
respect to any Class of Principal Balance Certificates, the REMIC II Regular
Interest that has an alphabetic or alphanumeric, as applicable, designation that
is the same as the alphabetic or alphanumeric, as the case may be, designation
for such Class of Principal Balance Certificates (provided that [each REMIC II
Regular Interest with an alphanumeric designation that begins "A-1-" shall be a
Corresponding REMIC II Regular Interest with respect to the Class A-1
Certificates, each REMIC II Regular Interest with an alphanumeric designation
that begins "A-1A-" shall be a Corresponding REMIC II Regular Interest with
respect to the Class A-1A Certificates, each REMIC II Regular Interest with an
alphanumeric designation that begins "A-2-" shall be a Corresponding REMIC II
Regular Interest with respect to the Class A-2 Certificates, each REMIC II
Regular Interest with an alphanumeric designation that begins "A-AB-" shall be a
Corresponding REMIC II Regular Interest with respect to the Class A-AB
Certificates, each REMIC II Regular Interest with an alphanumeric designation
that begins "A-4-" shall be a Corresponding REMIC II Regular Interest with
respect to the Class A-4 Certificates, each REMIC II Regular Interest with an
alphanumeric designation that begins "D-" shall be a Corresponding REMIC II
Regular Interest with respect to the Class D Certificates, and each REMIC II
Regular Interest with an alphanumeric designation that begins "E-" shall be a
Corresponding REMIC II Regular Interest with respect to the Class E
Certificates]); (b) with respect to any Class X-CL REMIC III Component, the
REMIC II Regular Interest that has an alphabetic or alphanumeric, as applicable,
designation that, when preceded by "X-CL-", is the same as the alphabetic or
alphanumeric, as the case may be, designation for such Class X-CL REMIC III
Component; and (c) with respect to any Class X-CP REMIC III Component, the REMIC
II Regular Interest that has an alphabetic or alphanumeric, as applicable,
designation that, when preceded by "X-CP-", is the same as the alphabetic or
alphanumeric, as the case may be, designation for such Class X-CP REMIC III
Component.

            "Corresponding Class X-CP REMIC III Component" shall mean, with
respect to any Class X-CL REMIC III Component, any Class X-CP REMIC III
Component that has the same Corresponding REMIC II Regular Interest as such
Class X-CL REMIC III Component. If the


                                      -38-



Corresponding REMIC II Regular Interest for any Class X-CL REMIC III Component
is not also a Corresponding REMIC II Regular Interest for a Class X-CP REMIC III
Component, then such Class X-CL REMIC III Component shall not have a
Corresponding Class X-CP REMIC III Component.

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

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

            "________________ Determination Date" shall mean the "Remittance
Date" under the ________________ Co-Lender Agreement.

            "________________ Loan Combination" shall have the meaning assigned
thereto in the Preliminary Statement.

            "________________ Master Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.

            "________________ Mortgage Loan" shall mean the ________________
Trust Mortgage Loan or any ________________ Non-Trust Mortgage Loan, as
applicable.

            "________________ Mortgaged Property" shall have the meaning
assigned thereto in the Preliminary Statement.

            "________________ Non-Trust Mortgage Loan Noteholder" shall mean the
holder (or, if applicable, the collective holders) of the Mortgage Note for the
________________ Non-Trust Mortgage Loan.

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

            "________________ Note ___ Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

            "________________ Note ___ Non-Trust Mortgage Loan Noteholder" shall
mean the holder (or, if applicable, the collective holders) of the Mortgage Note
for the ________________ Note ___ Non-Trust Mortgage Loan.

            "________________ Note ___ Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.


                                      -39-



            "________________ Note ___ Non-Trust Mortgage Loan Noteholder" shall
mean the holder (or, if applicable, the collective holders) of the Mortgage Note
for the ________________ Note ___ Non-Trust Mortgage Loan.

            "________________ Note B Non-Trust Mortgage Loan" shall mean,
together, the ________________ Note ___ Non-Trust Mortgage Loan and the
________________ Note ___ Non-Trust Mortgage Loan.

            "________________ Note ___ Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

            "________________ Note ___ Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

            "________________ Note B Non-Trust Mortgage Loan Noteholder" shall
mean the collective holders of the Mortgage Notes for the ________________ Note
B Non-Trust Mortgage Loan.

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

            "________________ Servicer" shall mean the ________________ Master
Servicer or the ________________ Special Servicer.

            "________________ Servicing Agreement" shall have the meaning
assigned thereto in the Preliminary Statement.

            "________________ Special Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.

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

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

            "________________ Underlying Collection Period" shall mean, with
respect to any Distribution Date or Trust Master Servicer Remittance Date, the
"Loan Combination Collection Period" (within the meaning of the initial
________________ Servicing Agreement) with respect to the ________________ Loan
Combination that ends in the calendar month in which such Distribution Date or
Trust Master Servicer Remittance Date, as the case may be, occurs.

            "Covered Costs" shall mean, with respect to any Trust Mortgage Loan
and any related costs and expenses that the Depositor or the UBS Mortgage Loan
Seller, as applicable, are otherwise required to pay pursuant to Section 2.03(d)
or the UBS/Depositor Mortgage Loan Purchase Agreement, (i) if such Trust
Mortgage Loan has an original principal balance equal to or less than
$10,000,000, the


                                      -40-



entire amount of such costs and expenses, but only in the event such costs and
expenses exceed a threshold of $10,000, and (ii) if such Trust Mortgage Loan has
an original principal balance greater than $10,000,000, the entire amount of
such costs and expenses, but only in the event such costs and expenses exceed a
threshold of $25,000. In the case of each of clauses (i) and (ii) above in this
definition, in the event the subject costs and expenses do not exceed the
required threshold stated in the subject clause, the "Covered Costs" shall be
$0.

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

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

            "Custodial Account" shall mean the Pool Custodial Account or any
Loan Combination Custodial Account.

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

            "Cut-off Date" shall mean, individually and collectively, as
applicable in the context used: (i) with respect to each Mortgage Loan that was
originated after ___________, 200_, the related date of origination of such
Mortgage Loan; and (ii) for every other Mortgage Loan, ___________, 200_.

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

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

            "Default Interest" shall mean: (a) with respect to any Serviced
Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), any
amounts collected thereon (other than late payment charges and Prepayment
Consideration) that represent penalty interest (arising out of a default) in
excess of (i) interest accrued on the principal balance of such Serviced
Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), at the
related Mortgage Rate (net of any applicable Additional Interest Rate included
as part of such Mortgage Rate), and (ii) in the case of an ARD Mortgage Loan (or
any successor REO Trust Mortgage Loan with respect thereto) after the related
Anticipated Repayment Date, any Additional Interest; and (b) with respect to any
Outside Serviced Trust Mortgage Loan (or any successor REO Trust Mortgage Loan
with respect thereto), any amounts Received by the Trust thereon that represent
"Default Interest" as defined under the related Outside Servicing Agreement or,
if not defined therein, as defined under the related Co-Lender Agreement.


                                      -41-



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

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

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

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

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

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

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

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

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

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

            "Depositor" shall mean SASCO II.

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

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

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

            "Determination Date" shall mean, individually and collectively, as
applicable in the context used, (i) the related Loan Combination Determination
Date with respect to each Loan


                                      -42-



Combination and all related matters, and (ii) the Trust Determination Date with
respect to the Mortgage Pool (exclusive of those Trust Mortgage Loans and any
REO Trust Mortgage Loans that are part of a Loan Combination) and all related
matters.

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

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

            "Dispute" shall have the meaning assigned thereto in Section
2.03(i).

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

            "Disqualified Organization" shall mean any of the following: (i) the
United States, any State or any political subdivision thereof, any foreign
government, international organization, or any agency or instrumentality of any
of the foregoing; (ii) any organization (except certain farmers' cooperatives
described in Section 521 of the Code) that is exempt from the tax imposed by
Chapter 1 of the Code (unless such organization is subject to the tax imposed by
Section 511 of the Code on unrelated business income); (iii) rural electric and
telephone cooperatives described in Section 1381 of the Code; or (iv) any other
Person so designated by the Trustee or the Tax Administrator based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Interest Certificate by such Person may


                                      -43-



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, subject to
Section 4.05(b), an amount of interest equal to (a) the amount of Accrued
Certificate Interest in respect of such Class of Certificates for the related
Interest Accrual Period, reduced (to not less than zero) by (b) that portion, if
any, of the Net Aggregate Prepayment Interest Shortfall for such Distribution
Date allocated to such Class of Certificates as provided below. For purposes of
the foregoing, the Net Aggregate Prepayment Interest Shortfall, if any, for each
Distribution Date shall be allocated:

            (i)     to each Class of the Class ___ Certificates, in an amount
      equal to the lesser of (A) the amount of Accrued Certificate Interest with
      respect to the subject Class of Class ___ Certificates for the related
      Interest Accrual Period and (B) the product of (1) the portion, if any, of
      such Net Aggregate Prepayment Interest Shortfall that is attributable to
      the ______________ Trust Mortgage Loan, multiplied by (2) a fraction (not
      greater than one or less than zero), the numerator of which is equal to
      the amount of Accrued Certificate Interest with respect to the subject
      Class of Class ___ Certificates for the related Interest Accrual Period,
      and the denominator of which is the aggregate amount of Accrued
      Certificate Interest with respect to all of the Class ___ Certificates for
      the related Interest Accrual Period, multiplied by (3) a fraction (not
      greater than one or less than zero), the numerator of which is the portion
      of the applicable principal prepayment or other early collection of
      principal on the ______________ Trust Mortgage Loan that is included in
      the Class ___ Principal Distribution Amount for such Distribution Date,
      and the denominator of which is the entire amount of such principal
      prepayment or other early collection of principal on the ______________
      Trust Mortgage Loan;

            (ii)    to each Class of the Class ___ Certificates in an amount
      equal to the lesser of (A) the amount of Accrued Certificate Interest with
      respect to the subject Class of Class ___ Certificates for the related
      Interest Accrual Period and (B) the product of (1) the portion, if any, of
      such Net Aggregate Prepayment Interest Shortfall that is attributable to
      the ______________ Loan Component A-1b, multiplied by (2) a fraction (not
      greater than one or less than zero), the numerator of which is equal to
      the amount of Accrued Certificate Interest with respect to the subject
      Class of Class ___ Certificates for the related Interest Accrual Period,
      and the denominator of which is the aggregate amount of Accrued
      Certificate Interest with respect to all of the Class ___ Certificates for
      the related Interest Accrual Period; and

            (iii)   to each other Class of Regular Interest Certificates in an
      amount equal to the lesser of (A) the amount of Accrued Certificate
      Interest with respect to the subject Class of Regular Interest
      Certificates for the related Interest Accrual Period and (B) the product
      of (1) the entire amount of such Net Aggregate Prepayment Interest
      Shortfall (exclusive of any portion thereof that is allocable to the Class
      ___ Certificates and/or the Class ___ Certificates),


                                      -44-



      multiplied by (2) a fraction, the numerator of which is equal to the
      amount of Accrued Certificate Interest with respect to the subject Class
      of Regular Interest Certificates for the related Interest Accrual Period,
      and the denominator of which is equal to the aggregate amount of Accrued
      Certificate Interest with respect to all the Classes of Regular Interest
      Certificates (exclusive of the Class ___ Certificates and the Class ___
      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, subject to Section 4.05(b), an amount of interest equal to
(a) the amount of Accrued Component Interest in respect of such REMIC III
Component for the related Interest Accrual Period, reduced (to not less than
zero) by (b) the product of (i) the entire portion of any Net Aggregate
Prepayment Interest Shortfall for such Distribution Date that was allocated to
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
_____________ 200_, on which, among other things, the Trustee is to make
distributions on the Certificates, which date shall be the fourth Business Day
following the Trust Determination Date in such calendar month.

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

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

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

            "Early Defeasance Trust Mortgage Loan" shall mean, subject to
Section 2.06(b), any Trust Mortgage Loan that provides the related Mortgagor
with the option to defease such Trust Mortgage Loan in its entirety prior to the
second anniversary of the Closing Date. The Early Defeasance Trust Mortgage
Loans, if any, are identified on Schedule VII hereto. If Schedule VII hereto
does not identify any Trust Mortgage Loan as an Early Defeasance Trust Mortgage
Loan, then Section 2.06(b) shall apply.

            "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
"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,
at least "AA-" by Fitch and, if applicable, at least "Aa3" by Moody's (or, in
the case of either Rating Agency or, if applicable,


                                      -45-



Moody's, such lower rating as will not result in an Adverse Rating Event with
respect to any Class of Certificates or, if applicable, any class of Specially
Designated Non-Trust Mortgage Loan Securities that is rated by such Rating
Agency or, if applicable, Moody's, as evidenced in writing by such Rating Agency
or, if applicable, Moody's) at any time funds are on deposit therein (if such
funds are to be held for more than 30 days), or the short-term deposits of which
are rated at least "A-1" by S&P, at least "F-1" by Fitch and, if applicable, at
least "P-1" by Moody's (or, in the case of either Rating Agency or, if
applicable, Moody's, such lower rating as will not result in an Adverse Rating
Event with respect to any Class of Certificates or, if applicable, any class of
Specially Designated Non-Trust Mortgage Loan Securities, that is rated by such
Rating Agency or, if applicable, Moody's, as evidenced in writing by such Rating
Agency or, if applicable, Moody's) at any time funds are on deposit therein (if
such funds are to be held for 30 days or less); or (ii) a segregated trust
account maintained with the trust department of a federal or state chartered
depository institution or trust company acting in its fiduciary capacity (which
may be the Trustee), which has a combined capital and surplus of at least
$50,000,000, is subject to supervision or examination by federal or state
authority and, in the case of a state chartered depository institution or trust
company, is subject to regulations regarding fiduciary funds on deposit therein
substantially similar to 12 CFR 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 or, if applicable, any class of Specially
Designated Non-Trust Mortgage Loan Securities that, in any event, is rated by
either Rating Agency or, if applicable, Moody's, as evidenced in writing by such
Rating Agency or, if applicable, Moody's; provided that the references to
Moody's and to the ratings thereof in clauses (i) and (iii) of this definition
shall not apply unless the account in question relates solely to a Serviced Loan
Combination that includes one or more Specially Designated Securitized Non-Trust
Mortgage Loans or any successor REO Mortgage Loans with respect thereto that
back Specially Designated Non-Trust Mortgage Loan Securities rated by Moody's.

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

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

            "Environmentally Insured Mortgage Loans" shall mean the Serviced
Mortgage Loans identified on Schedule IV 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).


                                      -46-



            "Excess Defeasance Deposit Proceeds" shall mean, with respect to an
Early Defeasance Trust Mortgage Loan for which the related Mortgagor has
exercised its option to defease such Trust Mortgage Loan prior to the second
anniversary of the Closing Date, subject to Section 2.06(b), the excess, if any,
of any cash amount tendered by such Mortgagor in order to purchase Defeasance
Collateral or other permitted collateral for purposes of defeasing such Trust
Mortgage Loan in accordance with the related loan documents, over an amount
equal to, with respect to such Trust Mortgage Loan, the aggregate of the amounts
specified in clauses (a) through (e) of the definition of "Purchase Price" in
this Agreement.

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

            "Excess Liquidation Proceeds Account" shall mean the segregated
account or accounts (or the segregated sub-account of the Collection Account)
created and maintained by the Trustee pursuant to Section 3.04(d) in trust for
the Certificateholders, which shall be entitled "[NAME OF TRUSTEE], as Trustee,
in trust for the registered holders of LB-UBS Commercial Mortgage Trust 200_-C_,
Commercial Mortgage Pass-Through Certificates, Series 200_-C_".

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

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

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

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

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

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

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

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

            "Filing Letter Agreement" shall have the meaning assigned thereto in
Section 2.01(c).


                                      -47-



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

            "Final Recovery Determination" shall mean a determination by the
Special Servicer with respect to any Specially Serviced Mortgage Loan or
Administered REO Property that there has been a recovery of all Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds and other payments or
recoveries that the Special Servicer has determined, in accordance with the
Servicing Standard, will be ultimately recoverable; provided that the term
"Final Recovery Determination" shall not apply to (i) a Specially Serviced
Mortgage Loan that was paid in full; or (ii) a Specially Serviced Trust Mortgage
Loan or Administered REO Property, as the case may be, that was the subject of a
Permitted Purchase; and provided, further, that the term "Final Recovery
Determination" shall include any comparable determination made with respect to
an Outside Serviced Trust Mortgage Loan or any related REO Property by a related
Outside Servicer pursuant to the related Outside Servicing Agreement.

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

            "Fitch" shall mean Fitch, Inc. or its successor in interest. If
neither such rating agency nor any successor remains in existence, "Fitch" 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 Fitch, Inc. herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.

            "Form 8-K" shall mean Exchange Act Form 8-K, as and to the extent
that such form is applicable for an asset-backed issuer to satisfy its reporting
requirements under the Exchange Act, and the rules and regulations promulgated
thereunder, including for purposes of filing current reports under Section 13 or
15(d) of the Exchange Act, filed pursuant to Rule 13a-11 or Rule 15d-11, and for
reports of nonpublic information required to be disclosed by Regulation FD (17
CFR 243.100 and 243.101). For purposes of this Agreement, "Form 8-K" shall be
deemed to include any successor or equivalent Exchange Act form adopted by the
Commission.

            "Form 8-K Relevant Information" shall mean the following items of
information [THE FOLLOWING ITEMS ARE SUBJECT TO CHANGE BASED ON CONTRACT
NEGOTIATIONS]:

            (i)     the entry into or amendment to a definitive agreement that
      is material to the asset backed securities transaction contemplated by
      this Agreement, including a servicing agreement with a Servicer
      contemplated by Item 1108(a)(3) of Regulation AB;

            (ii)    the termination of a definitive agreement that is that is
      material to the asset backed securities transaction contemplated by this
      Agreement (otherwise than by expiration of the agreement on its stated
      termination date or as a result of all parties completing their
      obligations under such agreement);

            (iii)   the appointment of a receiver, fiscal agent or similar
      officer for any Material Debtor in a proceeding under the U.S. Bankruptcy
      Code or in any other proceeding under state or federal law in which a
      court or governmental authority has assumed jurisdiction over


                                      -48-



      substantially all of the assets or business of any Material Debtor,
      including where such jurisdiction has been assumed by leaving the existing
      directors and officers in possession but subject to the supervision and
      orders of a court or governmental authority;

            (iv)    the entry of an order confirming a plan of reorganization,
      arrangement or liquidation of a Material Debtor by a court or governmental
      authority having supervision or jurisdiction over substantially all of the
      assets or business of such Material Debtor;

            (v)     any event that has occurred hereunder that would materially
      alter the payment priority or distribution of cash flows regarding the
      Certificates;

            (vi)    any material modification to the rights of the Holders of
      any Class of Certificates, including by reason of a modification to this
      Agreement, a Mortgage Loan Purchase Agreement or any other constituent
      instrument;

            (vii)   any material limitation or qualification of the rights
      evidenced by any Class of Certificates by reason of the modification of
      any other Class of Certificates;

            (viii)  any amendment to this Agreement pursuant to Section 11.01;

            (ix)    any resignation, removal, replacement or substitution of the
      Trustee, the Master Servicer, the Special Servicer, or any Sub-Servicer,
      subcontractor or agent acting on behalf of any party hereto, which
      Sub-Servicer, subcontractor or agent constitutes, as regards the Trust
      Fund, a Servicer contemplated by Item 1108(a)(2) of Regulation AB;

            (x)     any appointment of a new Trustee, new Master Servicer, new
      Special Servicer, or any new Sub-Servicer, subcontractor or agent acting
      on behalf of any party hereto, which Sub-Servicer, subcontractor or agent
      constitutes, as regards the Trust Fund, a Servicer contemplated by Item
      1108(a)(2) of Regulation AB;

            (xi)    any material enhancement or support specified in Item
      1114(a)(1) through (3) of Regulation AB or Item 1115 of Regulation AB that
      was previously applicable regarding one or more Classes of the
      Certificates has terminated other than by expiration of the contract on
      its stated termination date or as a result of all parties completing their
      obligations under such agreement;

            (xii)   any material failure on the part of the Trustee to make on
      the applicable Distribution Date any required monthly distributions to the
      Holders of any Class of Certificates;

            (xiii)  any nonpublic disclosure with respect to the asset-backed
      securitization contemplated by this Agreement, that is required to be
      disclosed by Regulation FD (17 CFR 243.100 through 243.103); and

            (xiv)   any other information of importance to Certificateholders
      that is not otherwise required to be included in the Distribution Date
      Statement or any other report to be delivered or otherwise made available
      to Certificateholders hereunder.


                                      -49-



            "Form 8-K Required Information" shall mean any and all information
required pursuant to the Exchange Act and/or the rules and regulations
promulgated thereunder to be reported by an asset-backed issuer under Form 8-K.

            "Form 10-D" shall mean Exchange Act Form 10-D, as and to the extent
that such form is applicable for an asset-backed issuer to satisfy its reporting
requirements under the Exchange Act, and the rules and regulations promulgated
thereunder, including for purposes of filing distribution reports under Section
13 or 15(d) of the Exchange Act, filed pursuant to Rule 13a-17 or Rule 15d-17.
For purposes of this Agreement, "Form 10-D" shall be deemed to include any
successor or equivalent Exchange Act form adopted by the Commission.

            "Form 10-D Relevant Information" shall mean the following items of
information required [THE FOLLOWING ITEMS ARE SUBJECT TO CHANGE BASED ON
CONTRACT NEGOTIATIONS]:

            (i)     the commencement or termination of, or any material
      developments regarding, any legal proceedings pending against any Material
      Litigant, or of which any property of a Material Litigant is the subject,
      that are material to Certificateholders, or any threat by a governmental
      authority to bring any such legal proceedings;

            (ii)    any material default in the payment of principal and
      interest on, or any other material default with respect to, any Class of
      Certificates;

            (iii)   any Event of Default;

            (iv)    the submission of any matter to a vote by
      Certificateholders;

            (v)     whether any Mortgagor or other Person has become a
      significant obligor (within the meaning of Item 1101(k) of Regulation AB)
      with respect to the Mortgage Pool;

            (vi)    the receipt of any updated information regarding a
      significant obligor (within the meaning of Item 1101(k) of Regulation AB)
      with respect to the Mortgage Pool that is required pursuant to Item
      1112(b) of Regulation AB; and

            (vii)   the receipt of any updated information regarding an
      enhancement provider with respect to any Class of Certificates that is
      required pursuant to Item 1114(b)(2) or Item 1115(b) of Regulation AB.

            "Form 10-D Required Information" shall mean any and all information
required pursuant to the Exchange Act and/or the rules and regulations
promulgated thereunder to be reported by an asset-backed issuer under Form 10-D.

            "Form 10-K" shall mean Exchange Act Form 10-K, as and to the extent
that such form is applicable for an asset-backed issuer to satisfy its reporting
requirements under the Exchange Act, and the rules and regulations promulgated
thereunder, including for purposes of filing annual reports pursuant to Section
13 or 15(d) of the Exchange Act for which no other form is prescribed, as well
as for filing transition reports pursuant to Section 13 or 15(d) of the Exchange
Act. For purposes of this


                                      -50-



Agreement, "Form 10-K" shall be deemed to include any successor or equivalent
Exchange Act form adopted by the Commission.

            "Form 10-K Relevant Information" shall mean the following items of
information required [THE FOLLOWING ITEMS ARE SUBJECT TO CHANGE BASED ON
CONTRACT NEGOTIATIONS]:

            (i)     whether any Mortgagor or other Person has become a
      significant obligor (within the meaning of Item 1101(k) of Regulation AB)
      with respect to the Mortgage Pool;

            (ii)    the receipt of any updated information regarding a
      significant obligor (within the meaning of Item 1101(k) of Regulation AB)
      with respect to the Mortgage Pool that is required pursuant to Item
      1112(b) of Regulation AB;

            (iii)   the receipt of any updated information regarding an
      enhancement provider with respect to any Class of Certificates that is
      required pursuant to Item 1114(b)(2) or Item 1115(b) of Regulation AB;

            (iv)    the commencement or termination of, or any material
      developments regarding, any legal proceedings pending against any Material
      Litigant, or of which any property of a Material Litigant is the subject,
      that are material to Certificateholders, or any threat by a governmental
      authority to bring any such legal proceedings;

            (v)     whether LBHI, the UBS Mortgage Loan Seller, the Depositor or
      the Trust became an affiliate (as defined in Rule 405 of the Securities
      Act) of any of the following parties, as well as whether any of the
      following parties became an affiliate (as defined in Rule 405 of the
      Securities Act) of any of the other following parties--(A) the Master
      Servicer, (B) the Special Servicer, (C) any Sub-Servicer, subcontractor or
      agent on behalf of any party hereto, which Sub-Servicer, subcontractor or
      agent constitutes, as regards the Trust Fund, a Servicer contemplated by
      Item 1108(a)(3) of Regulation AB, (D) the Trustee, (E) any originator of
      Trust Mortgage Loans contemplated by Item 1110 of this Regulation AB, (F)
      any significant obligor (within the meaning of Item 1101(k) of Regulation
      AB) with respect to the Mortgage Pool contemplated by Item 1112 of
      Regulation AB, (G) any enhancement or support provider with respect to any
      Class of Certificates contemplated by Item 1114 or Item 1115 of Regulation
      AB and (H) any other material parties related to the Certificates
      contemplated by Item 1100(d)(1) of Regulation AB;

            (vi)    whether any business relationship, agreement, arrangement,
      transaction or understanding was entered into outside the ordinary course
      of business or on terms other than would be obtained in an arm's length
      transaction with an unrelated third party, apart from the asset-backed
      securitization contemplated by this Agreement, between LBHI, the UBS
      Mortgage Loan Seller, the Depositor or the Trust and any of the parties in
      subclauses (A) through (H) of the immediately preceding clause (v), or any
      affiliates of such parties, that currently exist or that existed during
      the past two (2) years and that is material to an investor's understanding
      of the Certificates; and

            (vii)   to the extent material, any specific relationships involving
      or relating to the asset-backed securitization contemplated by this
      Agreement or the Trust Fund between LBHI, the UBS Mortgage Loan Seller,
      the Depositor or the Trust and any of the parties in subclauses (A)


                                      -51-



      through (H) of the immediately preceding clause (v), or any affiliates of
      such parties, that currently exist or that existed during the past two (2)
      years.

            "Form 10-K Required Information" shall mean any and all information
required pursuant to the Exchange Act and/or the rules and regulations
promulgated thereunder to be reported by an asset-backed issuer under Form 10-K.

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

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

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

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

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

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

            "Grantor Trust" shall mean, subject to Section 2.05(b), that certain
"grantor trust" (within the meaning of the Grantor Trust Provisions) consisting
of the Grantor Trust Assets.

            "Grantor Trust Assets" shall mean, subject to Section 2.05(b), any
collections of Additional Interest Received by the Trust with respect to any ARD
Trust Mortgage Loans and any successor REO Trust Mortgage Loans with respect
thereto.

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

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

            "Group ___ REMIC II Regular Interest" shall mean any of REMIC II
Regular Interest ___-1, REMIC II Regular Interest ___-2, REMIC II Regular
Interest ___-3 and REMIC II Regular Interest ___-4.

            "Group ___ REMIC II Regular Interest" shall mean any of REMIC II
Regular Interest ___-1, REMIC II Regular Interest ___-2, REMIC II Regular
Interest ___-3, REMIC II Regular Interest ___-4, REMIC II Regular Interest
___-5, REMIC II Regular Interest ___-6 and REMIC II Regular Interest ___-7.

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


                                      -52-



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

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

            "Holder" shall mean a Certificateholder.

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

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

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

            "Independent Contractor" shall mean: (a) any Person that would be an
"independent contractor" with respect to REMIC I (or, solely for purposes of an
Early Defeasance Trust Mortgage Loan or any corresponding REO Property, any
related Loan REMIC) within the meaning of Section 856(d)(3) of the Code if such
REMIC Pool 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


                                      -53-



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

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

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

            "Initial Deposit Mortgage Loans" shall mean each of the Trust
Mortgage Loans, if any, identified on Schedule V hereto.

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

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

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

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

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

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

            "Interest Accrual Basis" shall mean the basis on which interest
accrues in respect of any Mortgage Loan, any REO Mortgage Loan, any Loan REMIC
Regular Interest, any REMIC I Regular


                                      -54-



Interest, any REMIC II Regular Interest, any Class of Regular Interest
Certificates or any particular REMIC III Component of a Class of Interest-Only
Certificates, in each case consisting of one of the following: (i) a 360-day
year consisting of twelve 30-day months; (ii) actual number of days elapsed in a
360-day year; (iii) actual number of days elapsed in a 365-day year; or (iv)
actual number of days elapsed in an actual calendar year (taking account of leap
year).

            "Interest Accrual Period" shall mean, with respect to any
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.

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

            "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 Reserve Account" shall mean the segregated account or
accounts (or the segregated sub-account of the Collection Account) created and
maintained by the Trustee pursuant to Section 3.04(c) in trust for
Certificateholders, which shall be entitled "[NAME OF TRUSTEE], as Trustee, in
trust for the registered holders of LB-UBS Commercial Mortgage Trust 200_-C_,
Commercial Mortgage Pass-Through Certificates, Series 200_-C_".

            "Interest Reserve Amount" shall mean, with respect to each Interest
Reserve Mortgage Loan and Interest Reserve REO Mortgage Loan, for any
Distribution Date that occurs during February of 2006 or February of any year
thereafter or that occurs during January of 2006 or January of any year
thereafter that is not a leap year, an amount equal to one day's interest
accrued at the related Mortgage Rate (net of the related Additional Interest
Rate, in the case of an ARD Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto after the related Anticipated Repayment Date,
and net of the Actual/360 Equivalent of the related Outside Servicing Fee Rate,
in the case of an Outside Serviced Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto) 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 or an Assumed Monthly Payment, as applicable, is
Received by the Trust in respect thereof for such Due Date as of the related
Determination Date or a P&I Advance is made under this Agreement in respect
thereof for such Due Date by such Distribution Date; provided that, in the case
of the ______________ Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto, the Interest Reserve Amount shall be calculated based
on the Stated Principal Balance of, and be solely allocable to, the
______________ Loan Component A-1a. For purposes of the prior sentence, the term
"Actual/360 Equivalent of the related Outside Servicing Fee Rate" means a rate
per annum equal to the product of (a) the subject Outside Servicing Fee Rate,
multiplied by (b) a fraction, expressed as a percentage, the numerator of which
is 30 and the denominator of which is the number of days in the related Interest
Accrual Period.

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


                                      -55-



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

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

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

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

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

            "____________" shall mean ______________________ or its successor in
interest.

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


                                      -56-



respect of the predecessor Trust Mortgage Loan, or the principal and/or interest
portions of an Assumed Monthly Payment in respect of such REO Trust Mortgage
Loan, due or deemed due on a Due Date in a previous related Collection Period
and not previously recovered.

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

            "LBHI/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of ____________, 200_, between
LBHI and the Depositor.

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

            "LB-UBS Series 200_-C_ Certificates" shall have the meaning assigned
thereto in the Preliminary Statement.

            "LB-UBS Series 200_-C_ Securitization" shall have the meaning
assigned thereto in the Preliminary Statement.

            "LB-UBS Series 200_-C_ Certificates" shall have the meaning assigned
thereto in the Preliminary Statement.

            "LB-UBS Series 200_-C_ Securitization" shall have the meaning
assigned thereto in the Preliminary Statement.

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

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

            "Lehman Mortgage Loan Seller" shall mean: (a) LBHI in matters
relating to a LBHI Trust Mortgage Loan; and (b) LUBS in matters relating to a
LUBS Trust Mortgage Loan.

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

            "Liquidation Event" shall mean: (a) with respect to any Trust
Mortgage Loan or Serviced Non-Trust Mortgage Loan, any of the following
events--(i) such Mortgage Loan is paid in full, (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan, or (iii) in the case
of a Trust Mortgage Loan, such Mortgage Loan is the subject of a Permitted
Purchase; and (b) with respect to any REO Property (and the related REO Mortgage
Loan(s)), any of the following events--(i) a Final Recovery Determination is
made with respect to such REO Property, or (ii) such REO Property is the subject
of a Permitted Purchase.

            "Liquidation Expenses" shall mean all customary, reasonable and
necessary "out-of-pocket" costs and expenses due and owing (but not otherwise
covered by Servicing Advances) in


                                      -57-



connection with the liquidation of any Specially Serviced Mortgage Loan pursuant
to Section 3.09 or in connection with the sale of a Specially Serviced Mortgage
Loan or an Administered REO Property in accordance with Section 3.18, or in
connection with the final payoff of a Corrected Mortgage Loan (including legal
fees and expenses, committee or referee fees and, if applicable, brokerage
commissions and conveyance taxes).

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

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

            "Liquidation Proceeds" shall mean all cash amounts (other than
Insurance Proceeds, Condemnation Proceeds and REO Revenues) Received by the
Trust (or, in the case of a Serviced Loan Combination or any related
Administered REO Property, collected on behalf of the Trust and/or the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) in connection with: (i) the full
or partial liquidation of a Mortgaged Property or other collateral constituting
security for a defaulted Mortgage Loan, through trustee's sale, foreclosure
sale, REO Disposition or otherwise, exclusive of any portion thereof required to
be released to the related Mortgagor in accordance with applicable law and the
terms and conditions of the related Mortgage Note and Mortgage; (ii) the
realization upon any deficiency judgment obtained against a Mortgagor; (iii) a
Permitted Purchase; or (iv) except for purposes of Section 3.11(c), the transfer
of any Loss of Value Payments from the Loss of Value Reserve Fund, or the
deposit of any other payments contemplated by Section 2.03(d), in any event to
the Pool Custodial Account.

            "Loan Combination" shall mean any group of two or more mortgage
loans, at least one of which mortgage loans is included in the Trust Fund and at
least one of which mortgage loans is not included in the Trust Fund, and all of
which mortgage loans are secured by the same Mortgage(s) on the same Mortgaged
Property or Properties, as applicable. The Loan Combinations are the
________________ Loan Combination, the ________________ Loan Combination, the
____________________ Loan Combination, the ______________ Loan Combination, the
___________________ Loan Combination and the other Serviced A/B Loan
Combinations.

            "Loan Combination Collection Period" shall mean, individually and
collectively, as applicable in the context used, (i) the ________________
Collection Period with respect to the ________________ Loan Combination and all
related matters, (ii) the ________________ Collection Period with respect to the
________________ Loan Combination and all related matters, (iii) the
____________________ Collection Period with respect to the ____________________
Loan Combination and all related matters, and (iv) the Trust Collection Period
with respect to each other Loan Combination and all related matters.

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


                                      -58-



            "Loan Combination Determination Date" shall mean, individually and
collectively, as applicable in the context used, (i) the ________________
Determination Date with respect to the ________________ Loan Combination and all
related matters, (ii) the ________________ Determination Date with respect to
the ________________ Loan Combination and all related matters, (iii) the
____________________ Determination Date with respect to the ____________________
Loan Combination and all related matters, and (iv) the Trust Determination Date
with respect to each other Loan Combination and all related matters.

            "Loan Combination Master Servicer Remittance Date" shall mean with
respect to any Serviced Loan Combination, the date of each month, commencing in
_____________ 200_, on which, among other things, the Master Servicer is
required to make normal monthly remittances to the related Serviced Non-Trust
Mortgage Loan Noteholder(s), which date shall be: (a) with respect to the
______________ Loan Combination, the ________________ Loan Combination and the
________________ Loan Combination, the Business Day immediately following the
Due Date with respect thereto; and (b) with respect to any other Serviced Loan
Combination, the Business Day immediately preceding the Distribution Date in
such month.

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

            "Loan Combination Servicing Reports" shall mean, with respect to
each Serviced Loan Combination, each of the CMSA Delinquent Loan Status Report,
CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA
Advance Recovery Report, CMSA Loan Level Reserve/LOC Reserve, CMSA Historical
Liquidation Report, CMSA REO Status Report, Loan Payoff Notification Report,
CMSA Loan Periodic Update File, CMSA Property File, CMSA Financial File, CMSA
Loan Setup File, CMSA Servicer Watch List, CMSA Operating Statement Analysis,
CMSA NOI Adjustment Worksheet and CMSA Comparative Financial Status Report, each
as may be modified to reflect the fact that only the related Mortgaged Property
or Properties or any related REO Property or Properties, as the case may be,
shall be the subject of such report.

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

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

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

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

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


                                      -59-



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

            "Loan REMIC" shall mean, with respect to any Early Defeasance Trust
Mortgage Loan, subject to Section 2.06(b), the segregated pool of assets, as to
which a separate REMIC election is to be made, consisting of: (i) such Trust
Mortgage Loan (for so long as it is subject to this Agreement) and all payments
under and proceeds of such Trust Mortgage Loan Received by the Trust after the
Closing Date (other than scheduled payments of interest and principal due on or
before the Cut-off Date), together with all documents included in the related
Mortgage File; (ii) any REO Property acquired in respect of such Trust Mortgage
Loan (for so long as it is subject to this Agreement) and all income and
proceeds therefrom; (iii) such funds or assets as from time to time are
deposited in the Pool Custodial Account, the Collection Account, the Interest
Reserve Account and, if established, the Pool REO Account with respect to such
Trust Mortgage Loan or any related REO Property; and (iv) insofar as they relate
to such Trust Mortgage Loan or any related REO Property, the rights of the
Depositor under the UBS/Depositor Mortgage Loan Purchase Agreement (but only if
such Trust Mortgage Loan is a UBS Trust Mortgage Loan); provided that none of
the Loan REMICs shall include (x) any collections of Additional Interest or (y)
the Loss of Value Reserve Fund or any amounts on deposit therein.

            "Loan REMIC Interest" shall mean, subject to Section 2.06(b), either
a Loan REMIC Regular Interest or a Loan REMIC Residual Interest.

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

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

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

            "Loan-Specific Certificate" shall mean any Class ___ or Class ___
Certificate.


                                      -60-



            "Loan-Specific Class Representative" shall mean the Class ___
Representative or the Class ___ Representative, as applicable.

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

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

            "Loss of Value Reserve Fund" shall mean the account or accounts
created and maintained by the Trustee pursuant to Section 3.04(e), which shall
be entitled "[NAME OF TRUSTEE], as Trustee, in trust for the registered holders
of LB-UBS Commercial Mortgage Trust 200_-C_, Commercial Mortgage Pass-Through
Certificates, Series 200_-C_, Loss of Value Reserve Fund". The Loss of Value
Reserve Fund shall be designated as an "outside reserve fund" (within the
meaning of Treasury regulations section 1.860G-2(h)), pursuant to Section
2.05(b). The Loss of Value Reserve Fund will be part of the Trust Fund but not
part of the Grantor Trust (if created hereunder taking into account Section
2.05(b)) or any REMIC Pool.

            "Loss Reimbursement Amount" shall mean:

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

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

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

            (d)     with respect to any Class of Principal Balance Certificates,
      for any Distribution Date, the excess, if any, of (i) the total amount of
      all reductions, if any, made in the related Class Principal Balance
      (without any corresponding distribution of principal) on all prior
      Distribution Dates, if any, pursuant to Section 4.04(a), over (ii) the sum
      of (A) the total amount of such reductions reimbursed to the Holders of
      such Class of Certificates with respect to any related


                                      -61-



      Loss Reimbursement Amount on all prior Distribution Dates, if any,
      pursuant to Section 4.01(a) or Section 4.01(b), as applicable, plus (B)
      the total amount of such reductions reinstated to the Class Principal
      Balance of such Class of Certificates on all prior Distribution Dates, if
      any, pursuant to Section 4.05(a).

            "LUBS" shall mean LUBS, Inc.

            "LUBS/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of ___________, 200_, between
LUBS as mortgage loan seller, LBHI as an additional party and the Depositor.

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

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

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

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

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

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

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

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

            "Master Servicer Remittance Amount" shall mean, with respect to any
Trust Master Servicer Remittance Date, an amount equal to: (a) the aggregate
amount of all payments and other collections on or with respect to the Trust
Mortgage Loans and any related REO Properties (including Loss of Value Payments
and, in the case of the initial Distribution Date, any Initial Deposits) that
(i) were Received by the Trust as of the close of business on the immediately
preceding applicable Determination Date and (ii) are on deposit or are required
to be on deposit in the Pool Custodial Account as of 12:00 noon (New York City
time) on such Trust Master Servicer Remittance Date, including any such payments
and other collections transferred or required to be transferred to the Pool
Custodial Account from the Pool REO Account (if established) and/or a Loan
Combination Custodial Account, net of (b) the portion of the aggregate amount
described in clause (a) of this definition that represents one or more of the
following--(i) scheduled Monthly Payments that are due on a Due Date following
the end


                                      -62-



of the related Collection Period (or, in the case of a scheduled Monthly Payment
that is due on a Due Date in the same month as such Trust Master Servicer
Remittance Date but subsequent to the end of the related Collection Period,
following the end of the calendar month in which such Trust Master Servicer
Remittance Date occurs), (ii) any amount payable or reimbursable to any Person
from the Pool Custodial Account pursuant to clauses (ii) through (xviii) of
Section 3.05(a), (iii) any Excess Liquidation Proceeds and (iv) any amounts
deposited in the Pool Custodial Account in error.

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

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

            "Master Servicing Fee Rate" shall mean: (a) with respect to each
Serviced Trust Mortgage Loan (and any successor REO Trust Mortgage Loan with
respect thereto) [(in the case of the ______________ Trust Mortgage Loan,
excluding the ______________ Component A-1b)], a rate per annum equal to the
related Administrative Cost Rate minus the Trustee Fee Rate; (b) with respect to
the ______________ Loan Component A-1b, ______% per annum; (c) with respect to
each Outside Serviced Trust Mortgage Loan (and any successor REO Trust Mortgage
Loan with respect thereto), ______% per annum; (d) with respect to the
______________ Non-Trust Mortgage Loan (and any successor REO Mortgage Loan with
respect thereto), ______% per annum; and (e) with respect to each other Serviced
Non-Trust Mortgage Loan (and any successor REO Mortgage Loan with respect
thereto), ______% per annum.

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

            "Material Debtor" shall mean any of the following:

            (i)     the Trust;

            (ii)    LBHI;

            (iii)   the UBS Mortgage Loan Seller;

            (iv)    each of the parties to this Agreement;

            (v)     any Sub-Servicer, subcontractor or agent acting on behalf of
      a party to this Agreement, which Sub-Servicer, subcontractor or agent
      constitutes a Servicer contemplated by Item 1108(a)(3) of Regulation AB;

            (vi)    any significant obligor (within the meaning of Item 1101(k)
      of Regulation AB) with respect to the Mortgage Pool;


                                      -63-



            (vii)   any enhancement or support provider contemplated by Items
      1114(b) or 1115 of Regulation AB with respect to the Trust Fund or any one
      or more Classes of Certificates; and

            (viii)  any other material party contemplated by Item 1101(d)(1) of
      Regulation AB relating to the asset-backed securitization transaction
      contemplated by this Agreement.

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

            "Material Litigant" shall mean any of the following:

            (i)     LBHI;

            (ii)    the UBS Mortgage Loan Seller;

            (iii)   the Depositor;

            (iv)    the Trustee;

            (v)     the Master Servicer;

            (vi)    the Special Servicer;

            (vii)   any Sub-Servicer, subcontractor or agent acting on behalf of
      any party hereto, which Sub-Servicer, subcontractor or agent constitutes a
      Servicer contemplated by Item 1108(a)(3) of Regulation AB;

            (viii)  any originator of Trust Mortgage Loans contemplated by Item
      1110(b) of Regulation AB; and

            (ix)    any other party contemplated by Item 1100(d)(1) of
      Regulation AB relating to the asset-backed securitization transaction
      contemplated by this Agreement.

            "___________________ Change of Control Event" shall mean any
Serviced Loan Combination Change of Control Event with respect to the
___________________ Loan Combination.

            "___________________ Co-Lender Agreement" shall mean the Co-Lender
Agreement dated as of ___________, 200_, between LBHI as holder of the Mortgage
Note for the ___________________ Trust Mortgage Loan and LBHI as holder of the
Mortgage Note for the ___________________ Note B Non-Trust Mortgage Loan.

            "___________________ Controlling Party" shall mean the Serviced Loan
Combination Controlling Party with respect to the ___________________ Loan
Combination.

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


                                      -64-



            "___________________ Directing Lender" shall mean the Serviced Loan
Combination Directing Lender with respect to the ___________________ Loan
Combination.

            "___________________ Loan Combination" shall mean the Serviced Loan
Combination consisting of the ___________________ Trust Mortgage Loan and the
___________________ Note B Non-Trust Mortgage Loan (or any successor REO
Mortgage Loans with respect thereto).

            "___________________ Mortgage Loan" shall mean the
___________________ Trust Mortgage Loan or the ___________________ Note B
Non-Trust Mortgage Loan, as applicable.

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

            "___________________ Note B Non-Trust Mortgage Loan" shall mean the
Serviced Note B Non-Trust Mortgage Loan that is, together with the
___________________ Trust Mortgage Loan, secured by the same Mortgage on the
___________________ Mortgaged Property.

            "___________________ Note B Non-Trust Mortgage Loan Noteholder"
shall mean the holder (or, if applicable, the collective holders) of the
Mortgage Note for the ___________________ Note B Non-Trust Mortgage Loan.

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

            "___________________ Special Servicer" shall mean any special
servicer hereunder responsible for special servicing the ___________________
Loan Combination or any related REO Property; provided that, if such special
servicer has special servicing responsibilities with respect to other Serviced
Mortgage Loans and/or Administered REO Properties, then the term
___________________ Special Servicer shall refer to such party only to the
extent of its rights, duties and obligations in respect of the
___________________ Loan Combination or any related REO Property.

            "___________________ Trust Mortgage Loan" shall mean the Trust
Mortgage Loan that is secured by the ___________________ Mortgaged Property and
that is identified on the Trust Mortgage Loan Schedule by loan number ______.

            "Maturity Date" shall mean, with respect to any Mortgage Loan as of
any date of determination, the Due Date on which the last payment of principal
is due and payable under the terms of the related Mortgage Note, as such terms
may be changed or modified from time to time in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, extension,
waiver or amendment of such Mortgage Loan granted or agreed to by the Special
Servicer (or the Master Servicer, if applicable) pursuant to Section 3.20.

            "____________" shall mean ______________________ or its successor in
interest.

            "Mediation Letter" shall have the meaning assigned thereto in
Section 2.03(i).


                                      -65-



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

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

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

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

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

            "Moody's" shall mean Moody's Investors Service, Inc. or its
successor in interest.

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


                                      -66-



            "Mortgage File" shall mean:

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

            (i)     (A) the original executed Mortgage Note for such Trust
                    Mortgage Loan, endorsed (without recourse, representation or
                    warranty, express or implied) to the order of
                    "______________________, as trustee for the registered
                    holders of LB-UBS Commercial Mortgage Trust 200_-C_,
                    Commercial Mortgage Pass-Through Certificates, Series
                    200_-C_" or in blank, and further showing a complete,
                    unbroken chain of endorsement from the originator (if such
                    originator is other than the related Mortgage Loan Seller)
                    (or, alternatively, if the original executed Mortgage Note
                    has been lost, a lost note affidavit and indemnity with a
                    copy of such Mortgage Note), and (B) in the case of each
                    Serviced Loan Combination, a copy of the executed Mortgage
                    Note for each Serviced Non-Trust Mortgage Loan in such Loan
                    Combination;

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

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

            (iv)    an original executed assignment, in recordable form (except
                    for recording information not yet available if the
                    instrument being assigned has not been returned from the
                    applicable recording office), of (A) the Mortgage and (B)
                    any related Assignment of Leases (if such item is a document
                    separate from the Mortgage), in favor of
                    "______________________, in its capacity as trustee for the
                    registered holders of LB-UBS Commercial Mortgage Trust
                    200_-C_, Commercial Mortgage Pass-Through Certificates,
                    Series 200_-C_" (or, in the case of a Serviced Loan
                    Combination, in favor of "______________________, in its
                    capacity as trustee for the registered holders of LB-UBS
                    Commercial Mortgage Trust 200_-C_, Commercial Mortgage
                    Pass-Through Certificates, Series 200_-C_, and in its
                    capacity as lead lender on behalf of the [IDENTIFY RELATED
                    SERVICED NON-TRUST MORTGAGE LOAN NOTEHOLDER(S)]") (or, in
                    each case, a copy thereof, certified to be the copy of such
                    assignment submitted for recording);


                                      -67-



            (v)     an original or a copy of the assignment of all unrecorded
                    documents relating to such Trust Mortgage Loan, in favor of
                    "______________________, as trustee for the registered
                    holders of LB-UBS Commercial Mortgage Trust 200_-C_,
                    Commercial Mortgage Pass-Through Certificates, Series
                    200_-C_" (or, in the case of a Serviced Loan Combination, in
                    favor of "______________________, in its capacity as trustee
                    for the registered holders of LB-UBS Commercial Mortgage
                    Trust 200_-C_, Commercial Mortgage Pass-Through
                    Certificates, Series 200_-C_, and in its capacity as lead
                    lender on behalf of the [IDENTIFY RELATED SERVICED NON-TRUST
                    MORTGAGE LOAN NOTEHOLDER(S)]");

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

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

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

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

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

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

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

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

            (xiv)   only if such Trust Mortgage Loan is secured by a nursing
                    facility or hospitality property as identified on Schedule
                    VI hereto, filed copies (with evidence of filing) of any
                    prior effective UCC Financing Statements in favor of the
                    originator of such Trust Mortgage Loan or in favor of any
                    assignee prior to the Trustee (but only to the extent the
                    related Mortgage Loan Seller had possession of such UCC


                                      -68-



                    Financing Statements prior to the Closing Date) and an
                    original assignment thereof, as appropriate, in form
                    suitable for filing, in favor of "______________________, in
                    its capacity as trustee for the registered holders of LB-UBS
                    Commercial Mortgage Trust 200_-C_, Commercial Mortgage
                    Pass-Through Certificates, Series 200_-C_" (or, in the case
                    of a Serviced Loan Combination, in favor of
                    "______________________, in its capacity as trustee for the
                    registered holders of LB-UBS Commercial Mortgage Trust
                    200_-C_, Commercial Mortgage Pass-Through Certificates,
                    Series 200_-C_, and in its capacity as lead lender on behalf
                    of the [IDENTIFY RELATED SERVICED NON-TRUST MORTGAGE LOAN
                    NOTEHOLDER(S)]");

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

            (xvi)   an original assignment of the related security agreement (if
                    such item is a document separate from the Mortgage and if
                    such item is not included in the assignment described in
                    clause (a)(iv) or clause (a)(v) of this definition), in
                    favor of "______________________, in its capacity as trustee
                    for the registered holders of LB-UBS Commercial Mortgage
                    Trust 200_-C_, Commercial Mortgage Pass-Through
                    Certificates, Series 200_-C_" (or, in the case of a Serviced
                    Loan Combination, in favor of "______________________, in
                    its capacity as trustee for the registered holders of LB-UBS
                    Commercial Mortgage Trust 200_-C_, Commercial Mortgage
                    Pass-Through Certificates, Series 200_-C_, and in its
                    capacity as lead lender on behalf of the [IDENTIFY RELATED
                    SERVICED NON-TRUST MORTGAGE LOAN NOTEHOLDER(S)]");

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

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

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

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

            (b)     with respect to each Outside Serviced Trust Mortgage Loan,
      the following documents collectively:

                    (i)     the original executed Mortgage Note for such Trust
                            Mortgage Loan, endorsed (without recourse,
                            representation or warranty, express or implied) to
                            the order of "______________________, as trustee for
                            the registered holders of LB-UBS Commercial Mortgage
                            Trust 200_-C_, Commercial Mortgage Pass-Through
                            Certificates, Series 200_-C_" or in blank, and
                            further showing a complete, unbroken chain of
                            endorsement from the originator (if such originator
                            is other than the related Mortgage


                                      -69-



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

                    (ii)    a copy of the executed related Co-Lender Agreement;
                            and

                    (iii)   a copy of the executed related Outside Servicing
                            Agreement;

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

            "Mortgage Loan" shall mean any Trust Mortgage Loan or Non-Trust
Mortgage Loan. As used herein, the term "Mortgage Loan" includes the related
Mortgage Note, Mortgage and other security documents contained in the related
Mortgage File or otherwise held on behalf of the Trust and/or any affected
Non-Trust Mortgage Loan Noteholder(s), as applicable, including, in the case of
an Outside Serviced Loan Combination, any such documents held by or on behalf of
a related Non-Trust Mortgage Loan Noteholder.

            "Mortgage Loan Origination Documents" shall mean, with respect to
any Serviced Trust Mortgage Loan, any of the following documents (other than any
document that constitutes part of the Mortgage File for such Serviced Trust
Mortgage Loan), if applicable with respect to such Serviced Trust Mortgage Loan:
copies of any final appraisal, final survey, final engineering report, final
environmental report, opinion letters of counsel to the related mortgagor
delivered in connection with the closing of such Serviced Trust Mortgage Loan,
escrow agreements, reserve agreements, organizational documentation for the
related mortgagor, organizational documentation for any related guarantor or
indemnitor (if the related guarantor or indemnitor is an entity), insurance
certificates or insurance review reports, leases for tenants representing 10% or
more of the annual income with respect to the related Mortgaged Property, final
seismic report and property management agreements, rent roll, property operating
statement and financial statements for the related guarantor or indemnitor, cash
management or lockbox agreement, zoning letters or zoning reports and the
documents, if any, specifically set forth on Schedule X hereto, but, in each
case, only if the subject document (a) was in fact obtained in connection with
the origination of such Serviced Trust Mortgage Loan, (b) is reasonably
necessary for the ongoing administration and/or servicing of such Serviced Trust
Mortgage Loan by the Master Servicer or Special Servicer in connection with its
duties under this Agreement, and (c) is in the possession or under the control
of the Depositor (if such Serviced Trust Mortgage Loan is a Lehman Trust
Mortgage Loan) or the UBS Mortgage Loan Seller (if such Serviced Trust Mortgage
Loan is a UBS Trust Mortgage Loan), as applicable; provided that neither the
Depositor nor the UBS Mortgage Loan Seller shall be required to deliver any
draft documents, privileged or other communications or correspondence, credit
underwriting or due diligence analyses or information, credit committee briefs
or memoranda or other internal approval documents or data or internal
worksheets, memoranda, communications or evaluations.


                                      -70-



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

            "Mortgage Loan Seller" shall mean a Lehman Mortgage Loan Seller or
the UBS Mortgage Loan Seller, as applicable.

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

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

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

            "Mortgage Rate" shall mean, with respect to each Mortgage Loan (and
any successor REO Mortgage Loan with respect thereto) and each ______________
Loan Component, the related annualized rate at which interest is scheduled (in
the absence of a default) to accrue on such Mortgage Loan or such ______________
Loan Component, as the case may be, from time to time in accordance with the
related Mortgage Note, any related loan agreement and applicable law, as such
rate may be modified in accordance with Section 3.20 (or, in the case of a
Mortgage Loan that is part of an Outside Serviced Loan Combination, by the
applicable Outside Servicer in accordance with the related Outside Servicing
Agreement) or in connection with a bankruptcy, insolvency or similar proceeding
involving the related Mortgagor. In the case of any ARD Mortgage Loan, the
related Mortgage Rate shall increase in accordance with the related Mortgage
Note if the particular loan is not paid in full by its Anticipated Repayment
Date. As of the Closing Date, the Mortgage Rate for each ______________ Loan
Component (and, accordingly, for the ______________ Trust Mortgage Loan) is
______% per annum

            "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, (i) the primary obligor or obligors under a Mortgage Note,
including any Person that has acquired the related Mortgaged Property and
assumed the obligations of the original obligor under the Mortgage Note, and
(ii) the owner of the related Mortgaged Property, if such owner has executed the
related Mortgage with respect to the subject Mortgage Loan in addition to a
guaranty of the obligations of the named obligor on the related Mortgage Note,
and such guaranty is secured by such Mortgage; provided that the foregoing


                                      -71-



definition of "Mortgagor" shall not include any guarantors except to the extent
described in clause (ii) above.

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

            "Net Available Distribution Amount" shall mean, with respect to any
Distribution Date, the Available Distribution Amount for such Distribution Date,
reduced (to not less than zero) by the aggregate of the Class ___ Available
Distribution Amount and the Class ___ Available Distribution Amount for such
Distribution Date.

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

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

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

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

            "Net Prepayment Consideration" shall mean the Prepayment
Consideration Received by the Trust (or, if applicable, on behalf of a Serviced
Non-Trust Mortgage Loan Noteholder) with respect to any Mortgage Loan or REO
Mortgage Loan (or, in the case of the ______________ Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto, with respect to any


                                      -72-



______________ Loan Component), net of any Workout Fee or Liquidation Fee
payable in connection with the receipt thereof.

            "Net Principal Distribution Amount" shall mean, with respect to any
Distribution Date, the Principal Distribution Amount for such Distribution Date,
reduced (to not less than zero) by the aggregate of the Class ___ Principal
Distribution Amount and the Class ___ Principal Distribution Amount for such
Distribution Date.

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

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

            "Nonrecoverable P&I Advance" shall mean:

            (1)     any P&I Advance previously made or proposed to be made in
                    respect of any Trust Mortgage Loan or REO Trust Mortgage
                    Loan (or, in the case of the ______________ Trust Mortgage
                    Loan or any successor REO Trust Mortgage Loan with respect
                    thereto, with respect to any ______________ Loan Component)
                    by the Master Servicer, the Trustee or the Fiscal Agent,
                    which P&I Advance such party has determined in its
                    reasonable, good faith judgment, will not be ultimately
                    recoverable from late payments, Insurance Proceeds,
                    Condemnation Proceeds or Liquidation Proceeds, or any other
                    recovery on or in respect of such Trust Mortgage Loan or REO
                    Trust Mortgage Loan, as the case may be; and

            (2)     any P&I Advance previously made or proposed to be made in
                    respect of any Specially Serviced Trust Mortgage Loan or any
                    REO Trust Mortgage Loan (or, if applicable, in the case of
                    the ______________ Trust Mortgage Loan or any successor REO
                    Trust Mortgage Loan with respect thereto, with respect to
                    any ______________ Loan Component) that the Special Servicer
                    has determined, in accordance with the Servicing Standard,
                    will not be ultimately recoverable from late payments,
                    Insurance Proceeds, Condemnation Proceeds or Liquidation
                    Proceeds, or any other recovery on or in respect of such
                    Specially Serviced Trust Mortgage Loan or REO Trust Mortgage
                    Loan, as the case may be.

            "Nonrecoverable Servicing Advance" shall mean:

            (1)     any Servicing Advance previously made or proposed to be made
                    in respect of any Serviced Mortgage Loan or Administered REO
                    Property by the Master Servicer, the Special Servicer, the
                    Trustee or the Fiscal Agent, which Servicing Advance such
                    party has determined, in its reasonable, good faith
                    judgment, will not be ultimately recoverable from late
                    payments, Insurance Proceeds, Condemnation Proceeds,
                    Liquidation Proceeds, or any other recovery on or in respect
                    of such Mortgage Loan (or, if such Mortgage Loan is part of
                    a Serviced Loan


                                      -73-



                    Combination, on or in respect of such Loan Combination) or
                    such Administered REO Property, as the case may be; and

            (2)     any Servicing Advance previously made or proposed to be made
                    in respect of any Specially Serviced Mortgage Loan or
                    Administered REO Property by the Master Servicer, the
                    Special Servicer, the Trustee or the Fiscal Agent, that the
                    Special Servicer has determined, in accordance with the
                    Servicing Standard, will not be ultimately recoverable from
                    late payments, Insurance Proceeds, Condemnation Proceeds or
                    Liquidation Proceeds, or any other recovery on or in respect
                    of such Specially Serviced Mortgage Loan (or, if such
                    Mortgage Loan is part of a Serviced Loan Combination, on or
                    in respect of such Loan Combination) or such Administered
                    REO Property, as the case may be.

            "Non-Registered Certificate" shall mean any Certificate that has not
been the subject of registration under the Securities Act. As of the Closing
Date, the [Class X-CL, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class P, Class Q, Class S, Class T, Class R-I, Class R-II and Class
R-III Certificates, the Class ___ Certificates, the Class ___ Certificates, the
Class R-LR Certificates (if issued in accordance with Section 2.06) and the
Class V] Certificates (if issued in accordance with Section 2.05) are
Non-Registered Certificates.

            "Non-Trust Mortgage Loan" shall mean any mortgage loan that is part
of a Loan Combination but is not included in the Trust Fund. The Non-Trust
Mortgage Loans consist of the ________________ Non-Trust Mortgage Loans, the
________________ Non-Trust Mortgage Loans, the ____________________ Non-Trust
Mortgage Loan, the ______________ Non-Trust Mortgage Loan, the
___________________ Note B Non-Trust Mortgage Loan, the ________________ Note B
Non-Trust Mortgage Loan, the ________________ Note B Non-Trust Mortgage Loan and
the other Serviced Note B Non-Trust Mortgage Loans.

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

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

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

            "Non-Trust Mortgage Loan Securitization Trust" shall mean any
commercial mortgage securitization trust that is similar to the Trust and holds
a Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect
thereto.

            "Non-United States Securities Person" shall mean a Person that is
not a United States Securities Person.

            "Non-United States Tax Person" shall mean a Person that is not a
United States Tax Person.


                                      -74-



            "Offering Memorandum" shall mean the Offering Memorandum dated
___________, 200_, relating to the [Class X-CL, Class G, Class H, Class J, Class
K, Class L, Class M, Class N, Class P, Class Q, Class S, Class T, Class ___-1,
Class ___-2, Class ___-3, Class ___-4, Class ___-1, Class ___-2, Class ___-3,
Class ___-4, Class ___-5, Class ___-6 and Class ___-7] Certificates.

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

            "Opinion of Counsel" shall mean a written opinion of counsel, who
may, without limitation, be salaried counsel for the Depositor, the Master
Servicer or the Special Servicer, acceptable in form and delivered to the
Trustee or any other specified Person, as the case may be, except that any
opinion of counsel relating to (a) the qualification of any REMIC Pool as a
REMIC, (b) compliance with the REMIC Provisions, (c) qualification of the
Grantor Trust (if created hereunder taking into account Section 2.05(b)) as a
grantor trust, (d) whether any act or event would cause an Adverse REMIC Event
or Adverse Grantor Trust Event, as may be applicable, or (e) the resignation of
the Master Servicer or the Special Servicer pursuant to this Agreement, must be
a written opinion of Independent counsel acceptable to and delivered to the
Trustee or any other specified Person, as the case may be.

            "Original Class Notional Amount" shall mean, with respect to either
Class of Interest-Only Certificates, the initial Class Notional Amount thereof
as of the Closing Date, which shall equal $_______________, in the case of the
Class X-CL Certificates, and $_______________, in the case of the Class X-CP
Certificates.

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

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

            "Outside Administered REO Property" shall mean any REO Property
relating to an Outside Serviced Loan Combination.

            "Outside Master Servicer" shall mean: (i) in the case of the
________________ Trust Mortgage Loan (or any successor REO Trust Mortgage Loan
with respect thereto), the ________________ Master Servicer; (ii) in the case of
the ________________ Trust Mortgage Loan (or any successor REO Trust Mortgage
Loan with respect thereto), the ________________ Master Servicer; and (iii) in
the case of the ____________________ Trust Mortgage Loan (or any successor REO
Trust Mortgage Loan with respect thereto), the ____________________ Master
Servicer.

            "Outside Serviced Loan Combination" shall mean the ________________
Loan Combination, the ________________ Loan Combination or the
____________________ Loan Combination, as applicable.


                                      -75-



            "Outside Serviced Mortgage Loan" shall mean any Mortgage Loan that
is part of an Outside Serviced Loan Combination.

            "Outside Serviced Trust Mortgage Loan" shall mean the
________________ Trust Mortgage Loan, the ________________ Trust Mortgage Loan
or the ____________________ Trust Mortgage Loan, as applicable.

            "Outside Servicer" shall mean, in the case of each Outside Serviced
Loan Combination, the related Outside Master Servicer or Outside Special
Servicer, as applicable.

            "Outside Servicer Default" shall mean an "Event of Default" on the
part of an Outside Servicer under an Outside Servicing Agreement.

            "Outside Servicing Agreement" shall mean: (i) in the case of the
________________ Trust Mortgage Loan (or any successor REO Trust Mortgage Loan
with respect thereto), the ________________ Servicing Agreement; (ii) in the
case of the ________________ Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan with respect thereto), the ________________ Servicing Agreement;
and (iii) in the case of the ____________________ Trust Mortgage Loan (or any
successor REO Trust Mortgage Loan with respect thereto), the
____________________ Servicing Agreement.

            "Outside Servicing Fee" shall mean, with respect to any Outside
Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto, the monthly fee, comparable to the Master Servicing Fee
hereunder and calculated at the related Outside Servicing Fee Rate, that is
payable to the related Outside Master Servicer (or, if applicable, to the
related Outside Master Servicer and a primary servicer in the aggregate).

            "Outside Servicing Fee Rate" shall mean: (i) ____% per annum, in the
case of the ________________ Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto; (ii) ____% per annum, in the case of the
________________ Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto; and (iii) ______% per annum, in the case of the
____________________ Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto.

            "Outside Special Servicer" shall mean: (i) in the case of the
________________ Trust Mortgage Loan (or any successor REO Trust Mortgage Loan
with respect thereto), the ________________ Special Servicer; (ii) in the case
of the ________________ Trust Mortgage Loan (or any successor REO Trust Mortgage
Loan with respect thereto), the ________________ Special Servicer; and (iii) in
the case of the ____________________ Trust Mortgage Loan (or any successor REO
Trust Mortgage Loan with respect thereto), the ____________________ Special
Servicer.

            "Outside Trustee" shall mean: (i) in the case of the
________________ Trust Mortgage Loan (or any successor REO Trust Mortgage Loan
with respect thereto), the ________________ Trustee; (ii) in the case of the
________________ Trust Mortgage Loan (or any successor REO Trust Mortgage Loan
with respect thereto), the ________________ Trustee; and (iii) in the case of
the ____________________ Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan with respect thereto), the ____________________ Trustee.


                                      -76-



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

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

            "Pari Passu Mortgage Loan" shall mean: (a) the ______________ Loan
Component A-1a; (b) the ______________ Non-Trust Mortgage Loan; or (c) any
Mortgage Loan (or portion thereof) that (i) is part of an Outside Serviced Loan
Combination and (ii) is not a Subordinate Non-Trust Mortgage Loan.

            "Pari Passu Non-Trust Mortgage Loan" shall mean any Non-Trust
Mortgage Loan (or portion thereof) that is a Pari Passu Mortgage Loan.

            "Pari Passu Trust Mortgage Loan" shall mean any Trust Mortgage Loan
(or portion thereof) that is a Pari Passu Mortgage Loan.

            "Pass-Through Rate" shall mean:

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

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

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

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

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

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

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


                                      -77-



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

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

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

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

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

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

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

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

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

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

            (r)     with respect to the Class L, Class M, Class N, Class P,
      Class Q, Class S and Class T Certificates, for any Interest Accrual
      Period, ______% per annum;

            (s)     with respect to each Class of Class ___ Certificates, for
      any Interest Accrual Period, ______% per annum;

            (t)     with respect to each Class of Class ___ Certificates, for
      any Interest Accrual Period, ______% per annum;

            (u)     with respect to any Class X-CL REMIC III Component, for any
      Interest Accrual Period, an annual rate equal to either: (i) if such Class
      X-CL REMIC III Component has a


                                      -78-



      Corresponding Class X-CP REMIC III Component, and if such Interest Accrual
      Period relates to, or otherwise ends prior to, the Class X-CP Termination
      Date for such Corresponding Class X-CP REMIC III Component, the excess, if
      any, of (A) the REMIC II Remittance Rate with respect to such Class X-CL
      REMIC III Component's Corresponding REMIC II Regular Interest for such
      Interest Accrual Period, over (B) the greater of (1) the Adjusted REMIC II
      Remittance Rate with respect to such Class X-CL REMIC III Component's
      Corresponding REMIC II Regular Interest for such Interest Accrual Period
      and (2) the Reference Rate for such Interest Accrual Period; or (ii) in
      all other cases, the excess, if any, of (X) the REMIC II Remittance Rate
      with respect to such Class X-CL REMIC III Component's Corresponding REMIC
      II Regular Interest for such Interest Accrual Period, over (Y) the
      Adjusted REMIC II Remittance Rate with respect to such Class X-CL REMIC
      III Component's Corresponding REMIC II Regular Interest for such Interest
      Accrual Period;

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

            (w)     with respect to any Class X-CP REMIC III Component, for any
      Interest Accrual Period, an annual rate equal to either: (i) if such
      Interest Accrual Period relates to, or otherwise ends prior to, the Class
      X-CP Termination Date for such Class X-CP REMIC III Component, the excess,
      if any, of (A) the lesser of (1) the REMIC II Remittance Rate with respect
      to such Class X-CP REMIC III Component's Corresponding REMIC II Regular
      Interest for such Interest Accrual Period and (2) the Reference Rate for
      such Interest Accrual Period, over (B) the Adjusted REMIC II Remittance
      Rate with respect to such Class X-CP REMIC III Component's Corresponding
      REMIC II Regular Interest for such Interest Accrual Period; or (ii) if
      such Interest Accrual Period relates to a Distribution Date subsequent to
      the Class X-CP Termination Date for such Class X-CP REMIC III Component,
      0% per annum; and

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

            The Weighted Average REMIC I Remittance Rate referenced above in
this definition is also the REMIC II Remittance Rate for each REMIC II Regular
Interest (other than the Group ___ REMIC II Regular Interests and the Group ___
REMIC II Regular Interests).

            "PCAOB" shall mean the Public Company Accounting Oversight Board.

            "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


                                      -79-



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 any other Certificate, the percentage interest in
distributions to be made with respect to the relevant Class, as stated on the
face of such Certificate.

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

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

            "Permitted Encumbrances" shall have the meaning assigned thereto in
paragraph (viii) of Schedule II.

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

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

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

            (iii)   certificates of deposit, time deposits, demand deposits and
                    bankers' acceptances of any bank or trust company organized
                    under the laws of the United States or any state thereof
                    (having original maturities of not more than 365 days), the
                    short-term obligations of which are rated in the highest
                    rating category of each Rating Agency (or, in the case of
                    any Rating Agency, such lower rating as will not result in
                    an Adverse Rating Event with respect to any Class of
                    Certificates or any class


                                      -80-



                    of Specially Designated Non-Trust Mortgage Loan Securities
                    that is rated by such Rating Agency, 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 Rating Agency (or, in the case of any Rating Agency,
                    such lower rating as will not result in an Adverse Rating
                    Event with respect to any Class of Certificates or any class
                    of Specially Designated Non-Trust Mortgage Loan Securities
                    that is rated by such Rating Agency, 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 Rating Agency (or, in the case of
                    any Rating Agency, such lower rating as will not result in
                    an Adverse Rating Event with respect to any Class of
                    Certificates or any class of Specially Designated Non-Trust
                    Mortgage Loan Securities that is rated by such Rating
                    Agency, 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
                    (1) in the case of any Rating Agency, be evidenced in a
                    writing by such Rating Agency to the effect that such
                    obligation or security will not result in an Adverse Rating
                    Event with respect to any Class of Certificates or any class
                    of Specially Designated Non-Trust Mortgage Loan Securities
                    that is rated by such Rating Agency, or (2) otherwise be
                    evidenced in a writing by each Rating Agency to the Master
                    Servicer, the Special Servicer and the Trustee, (B) is rated
                    in the highest applicable rating category by each Rating
                    Agency and (C) 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


                                      -81-



price prior to stated maturity; and (3) no investment described hereunder may
have a "r" highlighter or other comparable qualifier attached to its rating; and
provided, further, that, with respect to any investment of funds allocable to a
Specially Designated Securitized Non-Trust Mortgage Loan or any successor REO
Mortgage Loan with respect thereto, if any of the related Specially Designated
Non-Trust Mortgage Loan Securities are rated by Moody's, then the term "Rating
Agency" as used in this definition shall be deemed to include Moody's.

            "Permitted Purchase" shall mean:

            (i)     the repurchase of a Lehman Trust Mortgage Loan or any
      related REO Property by the Depositor, pursuant to Section 2.03;

            (ii)    the repurchase of a UBS Trust Mortgage Loan or any related
      REO Property by or on behalf of the UBS Mortgage Loan Seller, pursuant to
      the UBS/Depositor Mortgage Loan Purchase Agreement;

            (iii)   the purchase of a Specially Serviced Trust Mortgage Loan
      by a Purchase Option Holder or its assignee, pursuant to Section 3.18;

            (iv)    the purchase of a Trust Mortgage Loan or REO Property by a
      Controlling Class Certificateholder, the Special Servicer, the Master
      Servicer, the Depositor or Lehman Brothers, or the acquisition thereof in
      exchange for all the Certificates, in any event pursuant to Section 9.01;

            (v)     the purchase of a Mortgage Loan by the holder of a related
      mezzanine loan in connection with a default under such Mortgage Loan, as
      set forth in the related intercreditor agreement;

            (vi)    in the case of a Combination Trust Mortgage Loan, the
      purchase of such Mortgage Loan by a related Non-Trust Mortgage Loan
      Noteholder or its designee, pursuant to the related Co-Lender Agreement;
      or

            (vii)   in the case of the ______________ Trust Mortgage Loan or the
      ______________ Trust Mortgage Loan, the purchase of such Mortgage Loan by
      the related Loan-Specific Class Representative pursuant to Section 3.27 or
      3.28, as applicable.

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


                                      -82-



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

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

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

            "Pool-Based Certificate" shall mean any Certificate that is not a
Loan-Specific Certificate.

            "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 "[NAME OF MASTER SERVICER], as Master Servicer, on behalf of
[NAME OF TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS
Commercial Mortgage Trust 200_-C_, Commercial Mortgage Pass-Through
Certificates, Series 200_-C_, 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 "[NAME OF SPECIAL SERVICER], as Special Servicer, on behalf of [NAME OF
TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS Commercial
Mortgage Trust 200_-C_, Commercial Mortgage Pass-Through Certificates, Series
200_-C_, Pool REO Account".

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

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

            "Prepayment Consideration Entitlement" shall mean:

            (i)     with respect to (A) any Distribution Date on which any Net
      Prepayment Consideration Received by the Trust on any Group 1 Trust
      Mortgage Loan (or any successor REO Trust Mortgage Loan with respect
      thereto) is distributable and (B) any Class of YM Principal Balance
      Certificates that is entitled to distributions of principal with respect
      to Loan Group No. 1 on such Distribution Date, for purposes of determining
      the portion of such Net Prepayment Consideration distributable with
      respect to such Class of YM Principal Balance Certificates, an amount
      equal to the product of (x) the amount of such Net Prepayment
      Consideration, multiplied by (y) a fraction (not greater than 1.0 or less
      than 0.0), the numerator of which is equal to the excess, if any, of the
      Pass-Through Rate for such Class of YM Principal Balance Certificates for
      the related Interest Accrual Period over the relevant Discount Rate, and
      the denominator of which is equal to the excess, if any, of the Mortgage
      Rate for such Trust


                                      -83-



      Mortgage Loan (or REO Trust Mortgage Loan) over the relevant Discount
      Rate, and further multiplied by (z) a fraction, the numerator of which is
      equal to the amount of principal to be distributed on such Class of YM
      Principal Balance Certificates on such Distribution Date pursuant to
      Section 4.01 or 9.01, as applicable, with respect to Loan Group No. 1, and
      the denominator of which is equal to the portion, if any, of the Adjusted
      Net Principal Distribution Amount for such Distribution Date that is
      attributable to Loan Group No. 1; and

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

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

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


                                      -84-



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

            "Prepayment Interest Shortfall" shall mean: (a) with respect to any
Serviced Mortgage Loan or ______________ Loan Component that was subject to a
Principal Prepayment in full or in part made (or, if resulting from the
application of Insurance Proceeds or Condemnation Proceeds, any other early
recovery of principal received) prior to its Due Date in any applicable
Collection Period, the amount of interest, to the extent not collected from the
related Mortgagor or otherwise (without regard to any Prepayment Consideration
that may have been collected), that would have accrued at a rate per annum equal
to the related Mortgage Rate (reduced, in the case of an ARD Mortgage Loan after
its Anticipated Repayment Date, by 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
(exclusive of any related Master Servicing Fees that would have been payable out
of such uncollected interest); and (b) with respect to any Outside Serviced
Trust Mortgage Loan that was subject to a Principal Prepayment in full or in
part made (or, if resulting from the application of Insurance Proceeds or
Condemnation Proceeds, any other early recovery of principal received) prior to
its Due Date in any applicable Underlying Collection Period, the amount of
interest, to the extent not collected from the related Mortgagor or otherwise
(without regard to any Prepayment Consideration that may have been collected),
that would have accrued at a rate per annum equal to the related Mortgage Rate
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 (exclusive of any related Master Servicing Fees and Outside Servicing Fees
that would have been payable out of such uncollected interest).

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

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

            "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


                                      -85-



interest rate index. In either case, such selection shall be made by the Trustee
in its sole discretion and the Trustee shall notify the Fiscal Agent, the Master
Servicer, the Special Servicer and each Serviced Non-Trust Mortgage Loan
Noteholder in writing of its selection.

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

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

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

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

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

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

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

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

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


                                      -86-



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

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

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

            "Prospectus" shall mean the prospectus dated ____________, 200_, as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.

            "Prospectus Supplement" shall mean the prospectus supplement dated
____________, 200_, relating to the Registered Certificates.

            "PTCE" shall mean prohibited transaction class exemption.

            "PTE" shall mean prohibited transaction exemption.

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

            "Purchase Price" shall mean, with respect to any Trust Mortgage Loan
(or REO Property or, in the case of any REO Property that relates to a Loan
Combination, the Trust's interest therein), a cash price equal to the aggregate
of: (a) the outstanding principal balance of such Trust Mortgage Loan (or, in
the case of an REO Property, the related REO Trust Mortgage Loan) as of the date
of purchase, (b) all accrued and unpaid interest on such Trust Mortgage Loan
(or, in the case of an REO Property, the related REO Trust Mortgage Loan) to,
but not including, the Due Date in the applicable Collection Period of purchase
(exclusive, however, of any portion of such accrued but unpaid interest that
represents Default Interest or, in the case of an ARD Trust Mortgage Loan (or,
in the case of an REO Property, any successor REO Trust Mortgage Loan with
respect thereto) after its Anticipated Repayment Date, Additional Interest), (c)
all related unreimbursed Servicing Advances with respect to such Trust Mortgage
Loan (or REO Property), if any, together with the amount of any Servicing
Advance (and accrued interest thereon in accordance with Section 3.11(g)) with
respect to such Trust Mortgage Loan (or REO Property) that has been previously
reimbursed as a Nonrecoverable Advance out of general collections of principal
on the Mortgage Pool (but only to the extent such amounts have not been
reimbursed to the Trust), (d) all accrued and unpaid interest, if any, in
respect of related Advances in accordance with, as applicable, Section 3.11(g)
and/or Section 4.03(d), and (e) in the case of a repurchase by the Depositor
pursuant to Section 2.03 or by the UBS Mortgage Loan Seller pursuant to the
UBS/Depositor Mortgage Loan Purchase Agreement, (i) to the extent not otherwise
included in the amount described in clause (d) of this definition, any unpaid
Special Servicing Fees and other Additional Trust Fund Expenses with respect to
such Trust Mortgage Loan (or REO Property), including any Liquidation Fee that
may be payable because the subject repurchase occurred subsequent to the
expiration of the Seller/Depositor Resolution Period for the Material Document
Defect or Material Breach, as applicable, that gave rise to the repurchase, and
(ii) to the extent not otherwise included in the


                                      -87-



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 Trust
Mortgage Loan (or such REO Property or an interest therein); provided that, in
the case of a Trust Mortgage Loan that is part of a Loan Combination, the
Purchase Price calculated above may be reduced (subject to the provisions of the
related Co-Lender Agreement) by any related unpaid Master Servicing Fees,
unreimbursed Advances and/or, to the extent included therein pursuant to clause
(d) above, unpaid interest on Advances which, following the subject purchase,
will continue to be payable or reimbursable under the related Co-Lender
Agreement and/or any successor servicing agreement to the Master Servicer and/or
the Special Servicer in respect of such Trust Mortgage Loan (which amounts shall
no longer be payable hereunder); and provided, further, that, in the case of an
REO Property that relates to a Serviced Loan Combination, for purposes of
Section 3.18, Section 6.11 and Section 6.12, the Purchase Price for such REO
Property shall instead equal the aggregate of the amounts described in clauses
(a), (b), (c) and (d) above with respect to all of the REO Mortgage Loans
comprising such Loan Combination.

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

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

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

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

            "Rated Final Distribution Date" shall mean: (a) with respect to the
Senior Class A Certificates, the Distribution Date in ____________; and (b) with
respect to the other Classes of Principal Balance Certificates (exclusive of the
Class T Certificates), the Distribution Date in ____________.

            "Rating Agency" shall mean each of S&P and Fitch.

            "Realized Loss" shall mean:

            (1)     with respect to each Trust Mortgage Loan and Serviced
      Non-Trust Mortgage Loan as to which a Final Recovery Determination has
      been made, or with respect to any REO Mortgage Loan as to which a Final
      Recovery Determination has been made as to the related REO Property, or
      with respect to any Trust Mortgage Loan that was the subject of a
      Cash-Based Permitted Purchase for less than the applicable Purchase Price,
      an amount (not less than zero) equal to the excess, if any, of (a) the sum
      of (i) the unpaid principal balance of such Mortgage Loan or REO Mortgage
      Loan, as the case may be, as of the commencement of the applicable
      Collection Period in which the Final Recovery Determination or purchase,
      as the case may be, was made, plus (ii) without taking into account the
      amount described in subclause (1)(b) of this definition, all accrued but
      unpaid interest on such Mortgage Loan or such REO Mortgage Loan, as the
      case may be, to but not including the Due Date in the applicable
      Collection Period in which the Final Recovery Determination or purchase,
      as the case may be, was made (exclusive, however, of any portion of such
      accrued but unpaid interest that represents Default Interest or, in the
      case of an ARD Mortgage Loan or any successor REO Trust Mortgage Loan with
      respect


                                      -88-



      thereto after its Anticipated Repayment Date, Additional Interest), over
      (b) all payments and proceeds, if any, received in respect of such
      Mortgage Loan or, to the extent allocable to such REO Mortgage Loan, the
      related REO Property, as the case may be, during the applicable Collection
      Period in which such Final Recovery Determination or purchase, as the case
      may be, was made, insofar as such payments and proceeds are allocable to
      interest (other than Default Interest and Additional Interest) on or
      principal of such Mortgage Loan or REO Mortgage Loan; provided that, in
      the case of any Outside Serviced Trust Mortgage Loan or any related REO
      Trust Mortgage Loan that was the subject of a Final Recovery Determination
      or a Permitted Purchase under the related Outside Servicing Agreement
      and/or the related Co-Lender Agreement, references to "Collection Period"
      in this clause (1) shall mean the related Underlying Collection Period;

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

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

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

Notwithstanding the foregoing, "Realized Loss" shall mean, with respect to each
______________ Loan Component, the portion of the Realized Loss of the
______________ Trust Mortgage Loan or any related REO Trust Mortgage Loan that
is allocable to such ______________ Loan Component in accordance with the
related Co-Lender Agreement and this Agreement.

            "Received by the Trust" shall mean: (a) in the case of an Outside
Serviced Trust Mortgage Loan or any related REO Property, received by the
Trustee (or the Master Servicer on behalf of the Trustee), as holder of the
Mortgage Note for such Outside Serviced Trust Mortgage Loan, on


                                      -89-



behalf of the Trust; and (b) in the case of any other Trust Mortgage Loan or REO
Property, received by the Master Servicer or any of its Sub-Servicers, the
Special Servicer or any of its Sub-Servicers or the Trustee, as the case may be,
in any event on behalf of the Trust.

            "________________ Change of Control Event" shall mean any Serviced
Loan Combination Change of Control Event with respect to the ________________
Loan Combination.

            "________________ Co-Lender Agreement" shall mean the Co-Lender
Agreement dated as of October ___, 200_, between UBS Real Estate Investments
Inc. as holder of the Mortgage Note for the ________________ Trust Mortgage Loan
and UBS Real Estate Investments Inc. as holder of the Mortgage Note for the
________________ Note B Non-Trust Mortgage Loan.

            "________________ Controlling Party" shall mean the Serviced Loan
Combination Controlling Party with respect to the ________________ Loan
Combination.

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

            "________________ Directing Lender" shall mean the Serviced Loan
Combination Directing Lender with respect to the ________________ Loan
Combination.

            "________________ Loan Combination" shall mean the Serviced Loan
Combination consisting of the ________________ Trust Mortgage Loan and the
________________ Note B Non-Trust Mortgage Loan (or any successor REO Mortgage
Loans with respect thereto).

            "________________ Mortgage Loan" shall mean the ________________
Trust Mortgage Loan or the ________________ Note B Non-Trust Mortgage Loan, as
applicable.

            "________________ Mortgaged Property" shall mean the portfolio of
mortgaged real properties identified on the Trust Mortgage Loan Schedule as
________________.

            "________________ Note B Non-Trust Mortgage Loan" shall mean the
Serviced Note B Non-Trust Mortgage Loan that is, together with the
________________ Trust Mortgage Loan, secured by the same Mortgage on the
________________ Mortgaged Property.

            "________________ Note B Non-Trust Mortgage Loan Noteholder" shall
mean the holder (or, if applicable, the collective holders) of the Mortgage Note
for the ________________ Note B Non-Trust Mortgage Loan.

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

            "________________ Special Servicer" shall mean any special servicer
hereunder responsible for special servicing the ________________ Loan
Combination or any related REO Property; provided that, if such special servicer
has special servicing responsibilities with respect to other Serviced Mortgage
Loans and/or Administered REO Properties, then the term ________________


                                      -90-



Special Servicer shall refer to such party only to the extent of its rights,
duties and obligations in respect of the ________________ Loan Combination or
any related REO Property.

            "________________ Trust Mortgage Loan" shall mean the Trust Mortgage
Loan that is secured by the ________________ Mortgaged Property and that is
identified on the Trust Mortgage Loan Schedule by loan number ______.

            "________________ Change of Control Event" shall mean any Serviced
Loan Combination Change of Control Event with respect to the ________________
Loan Combination.

            "________________ Co-Lender Agreement" shall mean the Co-Lender
Agreement dated as of October ___, 200_, between UBS Real Estate Investments
Inc. as holder of the Mortgage Note for the ________________ Trust Mortgage Loan
and UBS Real Estate Investments Inc. as holder of the Mortgage Note for the
________________ Note B Non-Trust Mortgage Loan.

            "________________ Controlling Party" shall mean the Serviced Loan
Combination Controlling Party with respect to the ________________ Loan
Combination.

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

            "________________ Directing Lender" shall mean the Serviced Loan
Combination Directing Lender with respect to the ________________ Loan
Combination.

            "________________ Loan Combination" shall mean the Serviced Loan
Combination consisting of the ________________ Trust Mortgage Loan and the
________________ Note B Non-Trust Mortgage Loan (or any successor REO Mortgage
Loans with respect thereto).

            "________________ Mortgage Loan" shall mean the ________________
Trust Mortgage Loan or the ________________ Note B Non-Trust Mortgage Loan, as
applicable.

            "________________ Mortgaged Property" shall mean the portfolio of
mortgaged real properties identified on the Trust Mortgage Loan Schedule as
________________.

            "________________ Note B Non-Trust Mortgage Loan" shall mean the
Serviced Note B Non-Trust Mortgage Loan that is, together with the
________________ Trust Mortgage Loan, secured by the same Mortgage on the
________________ Mortgaged Property.

            "________________ Note B Non-Trust Mortgage Loan Noteholder" shall
mean the holder (or, if applicable, the collective holders) of the Mortgage Note
for the ________________ Note B Non-Trust Mortgage Loan.

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


                                      -91-



            "________________ Special Servicer" shall mean any special servicer
hereunder responsible for special servicing the ________________ Loan
Combination or any related REO Property; provided that, if such special servicer
has special servicing responsibilities with respect to other Serviced Mortgage
Loans and/or Administered REO Properties, then the term ________________ Special
Servicer shall refer to such party only to the extent of its rights, duties and
obligations in respect of the ________________ Loan Combination or any related
REO Property.

            "________________ Trust Mortgage Loan" shall mean the Trust Mortgage
Loan that is secured by the ________________ Mortgaged Property and that is
identified on the Trust Mortgage Loan Schedule by loan number ______.

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

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

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

            "Reference Rate" shall mean, with respect to any Interest Accrual
Period, the applicable 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 VIII.

            "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-AB, Class A-4, Class A-1A, Class
X-CP, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F]
Certificates are Registered Certificates.

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

            "Regulation AB" shall mean Subpart 229.1100 - Asset Backed
Securities (Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended from time to time, and subject to such clarification and interpretation
as have been provided by the Commission in the adopting release (Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan.
7, 2005)) or by the staff of the Commission, or as may be provided by the
Commission or its staff from time to time.

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

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


                                      -92-



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

            "Remaining Adjusted Net Principal Distribution Amount" shall mean,
with respect to any Class of Class B Through T Certificates for any Distribution
Date, an amount equal to the Adjusted Net Principal Distribution Amount for such
Distribution Date, reduced by all distributions of principal to be made on such
Distribution Date: (i) pursuant to Section 4.01(a) with respect to the Senior
Class A Certificates, the Class A-M Certificates and the Class A-J Certificates;
and (ii) pursuant to Section 4.01(b) with respect to any and all other Classes
of the Class B Through T Certificates that evidence a right to payment in
accordance with such Section 4.01(b) that is prior to the right to payment
evidenced by the subject Class of Class B Through T Certificates. The priority
of payments on the various Classes of the Class B Through T Certificates under
Section 4.01(b) shall be consistent with the alphabetic order of the respective
Class designations of such Classes of Certificates, with the Class B
Certificates entitling the Holders thereof to the highest payment priority under
Section 4.01(b) as among the respective Classes of the Class B Through T
Certificates and the Class T Certificates entitling the Holders thereof to the
lowest payment priority under Section 4.01(b) as among the respective Classes of
the Class B Through T Certificates.

            "Remaining Class ___ Available Distribution Amount" shall mean, with
respect to any Class of Class ___ Certificates (other than the Class ___-1
Certificates) for any Distribution Date, an amount equal to the Class ___
Available Distribution Amount for such Distribution Date, reduced by all
distributions to be made on such Distribution Date pursuant to Section 4.01(b)
with respect to any and all other Classes of the Class ___ Certificates that
evidence a right to payment in accordance with such Section 4.01(b) that is
prior to the right to payment evidenced by the subject Class of Class ___
Certificates. The priority of payments on the various Classes of the Class ___
Certificates under Section 4.01(b) shall be consistent with the numeric order of
the ending number of respective Class designations of such Classes of
Certificates, with the Class ___-1 Certificates entitling the Holders thereof to
the highest payment priority under Section 4.01(b) as among the respective
Classes of the Class ___ Certificates and the Class ___-4 Certificates entitling
the Holders thereof to the lowest payment priority under Section 4.01(b) as
among the respective Classes of the Class ___ Certificates.

            "Remaining Class ___ Principal Distribution Amount" shall mean, with
respect to any Class of Class ___ Certificates (other than the Class ___-1
Certificates) for any Distribution Date, an amount equal to the Class ___
Principal Distribution Amount for such Distribution Date, reduced by all
distributions of principal to be made on such Distribution Date pursuant to
Section 4.01(b) with respect to any and all other Classes of the Class ___
Certificates that evidence a right to payment in accordance with such Section
4.01(b) that is prior to the right to payment evidenced by the subject Class of
Class ___ Certificates. The priority of payments on the various Classes of the
Class ___ Certificates under Section 4.01(b) shall be consistent with the
numeric order of the ending number of the respective Class designations of such
Classes of Certificates, with the Class ___-1 Certificates entitling the Holders
thereof to the highest payment priority under Section 4.01(b) as among the
respective Classes of the Class ___ Certificates and the Class ___-4
Certificates entitling the Holders thereof to the lowest payment priority under
Section 4.01(b) as among the respective Classes of the Class ___ Certificates.

            "Remaining Class ___ Available Distribution Amount" shall mean, with
respect to any Class of Class ___ Certificates (other than the Class ___-1
Certificates) for any Distribution Date, an


                                      -93-



amount equal to the Class ___ Available Distribution Amount for such
Distribution Date, reduced by all distributions to be made on such Distribution
Date pursuant to Section 4.01(b) with respect to any and all other Classes of
the Class ___ Certificates that evidence a right to payment in accordance with
such Section 4.01(b) that is prior to the right to payment evidenced by the
subject Class of Class ___ Certificates. The priority of payments on the various
Classes of the Class ___ Certificates under Section 4.01(b) shall be consistent
with the numeric order of the ending number of the respective Class designations
of such Classes of Certificates, with the Class ___-1 Certificates entitling the
Holders thereof to the highest payment priority under Section 4.01(b) as among
the respective Classes of the Class ___ Certificates and the Class ___-7
Certificates entitling the Holders thereof to the lowest payment priority under
Section 4.01(b) as among the respective Classes of the Class ___ Certificates.

            "Remaining Class ___ Principal Distribution Amount" shall mean, with
respect to any Class of Class ___ Certificates (other than the Class ___-1
Certificates) for any Distribution Date, an amount equal to the Class ___
Principal Distribution Amount for such Distribution Date, reduced by all
distributions of principal to be made on such Distribution Date pursuant to
Section 4.01(b) with respect to any and all other Classes of the Class ___
Certificates that evidence a right to payment in accordance with such Section
4.01(b) that is prior to the right to payment evidenced by the subject Class of
Class ___ Certificates. The priority of payments on the various Classes of the
Class ___ Certificates under Section 4.01(b) shall be consistent with the
numeric order of the ending number of the respective Class designations of such
Classes of Certificates, with the Class ___-1 Certificates entitling the Holders
thereof to the highest payment priority under Section 4.01(b) as among the
respective Classes of the Class ___ Certificates and the Class ___-7
Certificates entitling the Holders thereof to the lowest payment priority under
Section 4.01(b) as among the respective Classes of the Class ___ Certificates.

            "Remaining Net Available Distribution Amount" shall mean, with
respect to any Class of Class B Through T Certificates for any Distribution
Date, an amount equal to the Net Available Distribution Amount for such
Distribution Date, reduced by all distributions to be made on such Distribution
Date: (i) pursuant to Section 4.01(a) with respect to the Senior Certificates,
the Class A-M Certificates and the Class A-J Certificates; and (ii) pursuant to
Section 4.01(b) with respect to any and all other Classes of the Class B Through
T Certificates that evidence a right to payment in accordance with such Section
4.01(b) that is prior to the right to payment evidenced by the subject Class of
Class B Through T Certificates. The priority of payments on the various Classes
of the Class B Through T Certificates under Section 4.01(b) shall be consistent
with the alphabetic order of the respective Class designations of such Classes
of Certificates, with the Class B Certificates entitling the Holders thereof to
the highest payment priority under Section 4.01(b) as among the respective
Classes of the Class B Through T Certificates and the Class T Certificates
entitling the Holders thereof to the lowest payment priority under Section
4.01(b) as among the respective Classes of the Class B Through T Certificates.

            "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) any Loan
REMIC Regular Interests; (ii) the Trust Mortgage Loans (exclusive of any Early
Defeasance Trust Mortgage Loans) as from time to time are subject to this
Agreement and all payments under and proceeds of such Trust Mortgage Loans
Received by the Trust after the Closing Date (other than any such payments
and/or proceeds that represent (A) scheduled payments of interest


                                      -94-



and principal due in respect of the Trust Mortgage Loans on or before the
Cut-off Date, or (B) Additional Interest Received by the Trust in respect of the
ARD Trust Mortgage Loans, if any, after their respective Anticipated Repayment
Dates), together with all documents included in the related Mortgage Files;
(iii) any REO Properties (other than an REO Property acquired in respect of any
Early Defeasance Trust Mortgage Loan) as from time to time are subject to this
Agreement (or, in the case of any REO Property that relates to a Loan
Combination, the Trust's interest therein) and all income and proceeds
therefrom; (iv) such funds or assets (including any Initial Deposits) as from
time to time are deposited in the Pool Custodial Account, the Collection
Account, the Interest Reserve Account and, if established, the Pool REO Account,
exclusive of any such funds or assets that (A) are included in a Loan REMIC or
(B) represent Additional Interest Received by the Trust in respect of the ARD
Trust Mortgage Loans, if any, after their respective Anticipated Repayment
Dates; (v) to the extent not included in a Loan REMIC, the rights of the
Depositor under the UBS/Depositor Mortgage Loan Purchase Agreement; and (vi) the
rights of the holder of the Mortgage Note for each Trust Mortgage Loan that is
part of a Loan Combination under the related Co-Lender Agreement and, in the
case of each Outside Serviced Trust Mortgage Loan, under the related Outside
Servicing Agreement; provided that REMIC I shall not include the Non-Trust
Mortgage Loans or any successor REO Mortgage Loans with respect thereto or any
payments or other collections of principal, interest, Prepayment Consideration
or other amounts collected on such Non-Trust Mortgage Loans or any successor REO
Mortgage Loans with respect thereto; and provided, further, that REMIC I shall
not include the Loss of Value Reserve Fund or any amounts on deposit therein.

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


                                      -95-



Fee Rate; and (d) with respect to REMIC I Regular Interest ___-B, for any
Interest Accrual Period, ______% per annum.

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

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

            "REMIC II Remittance Rate" shall mean: (a) with respect to each
Group ___ REMIC II Regular Interest, for any Interest Accrual Period, ______%
per annum; (b) with respect to each Group ___ REMIC II Regular Interest, for any
Interest Accrual Period, ______% per annum; and (c) with respect to each other
REMIC II Regular Interest for any Interest Accrual Period, an annual rate equal
to the Weighted Average REMIC I Remittance Rate for such Interest Accrual
Period.

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

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

            "REMIC III Component" shall mean:

            (a)     with respect to the Class X-CL Certificates, any of the
      Class X-CL REMIC III Components; and

            (b)     with respect to the Class X-CP Certificates, any of the
      Class X-CP REMIC III Components.

            "REMIC Pool" shall mean any of REMIC I, REMIC II, REMIC III and,
subject to Section 2.06(b), the Loan REMICs.

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


                                      -96-



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

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

            "REO Acquisition" shall mean the acquisition of any REO Property
pursuant to Section 3.09 (or, in the case of any REO Property relating to an
Outside Serviced Trust Mortgage Loan, pursuant to the related Outside Servicing
Agreement).

            "REO Disposition" shall mean the sale or other disposition of any
Administered REO Property pursuant to Section 3.18 (or, in the case of any REO
Property relating to an Outside Serviced Trust Mortgage Loan, pursuant to the
related Outside Servicing Agreement).

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

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


                                      -97-



the Master Servicer, as a recovery of any other amounts (or, in the case of an
REO Mortgage Loan in respect of an Outside Serviced Trust Mortgage Loan, any
Prepayment Consideration) due and owing in respect of such REO Mortgage Loan
(exclusive, however, in the case of an REO Mortgage Loan that relates to an ARD
Mortgage Loan after its Anticipated Repayment Date, of any such accrued and
unpaid interest that constitutes Additional Interest); and fourth, in the case
of an REO Mortgage Loan that relates to an ARD Mortgage Loan after its
Anticipated Repayment Date, as a recovery of accrued and unpaid Additional
Interest on such REO Mortgage Loan; provided that, in the case of an REO
Mortgage Loan in respect of an Outside Serviced Trust Mortgage Loan, if an
allocation in accordance with this sentence would conflict with remittance
reports from the applicable Outside Servicer, the Master Servicer shall, in the
absence of actual knowledge of an error, rely on the allocation in such
remittance reports; and provided, further, that, if one or more Advances
previously made in respect of an REO Trust Mortgage Loan have been reimbursed
out of general collections of principal on the Mortgage Pool as one or more
Nonrecoverable Advances, then collections in respect of such REO Trust Mortgage
Loan available for application pursuant to clauses first through fourth of this
sentence shall instead be applied in the following order--(i) as a recovery of
accrued and unpaid interest on, and principal of, such REO Trust Mortgage Loan,
to the extent of any outstanding P&I Advances and unpaid Master Servicing Fees
in respect of such REO Trust Mortgage Loan, (ii) as a recovery of the item(s)
for which such previously reimbursed Nonrecoverable Advance(s) were made
(together with any interest on such previously reimbursed Nonrecoverable
Advance(s) that was also paid out of general collections of principal on the
Mortgage Pool), and (iii) in accordance with clauses first through fourth of
this sentence (taking into account the applications pursuant to clauses (i) and
(ii) of this proviso); and provided, further, that if the Mortgage Loans
comprising any Serviced Loan Combination become REO Mortgage Loans, amounts
(other than Loss of Value Payments deemed to constitute Liquidation Proceeds
with respect to the REO Trust Mortgage Loan in such Serviced Loan Combination
and other than Liquidation Proceeds resulting from the purchase of the Trust's
interest in any related REO Property pursuant to or as contemplated by Section
2.03) received with respect to such REO Mortgage Loans shall be applied to
amounts due and owing in respect of such REO Mortgage Loans as provided in the
related Co-Lender Agreement; and provided, further, that, if the ______________
Trust Mortgage Loan becomes an REO Trust Mortgage Loan, then amounts (other than
Loss of Value Payments deemed to constitute Liquidation Proceeds with respect to
such REO Trust Mortgage Loan and other than Liquidation Proceeds resulting from
the purchase of the Trust's interest in any related REO Property pursuant to or
as contemplated by Section 2.03) received with respect to such REO Trust
Mortgage Loan shall be applied to amounts due and owing in respect of the
______________ Loan Components of such REO Trust Mortgage Loan as provided in
the related Co-Lender Agreement; and provided, further, that Loss of Value
Payments shall not be applied in accordance with the foregoing provisions of
this definition unless and until such amounts are transferred to the Pool
Custodial Account, and deemed to constitute Liquidation Proceeds in respect of a
particular REO Trust Mortgage Loan, in accordance with Section 3.05(e).
Notwithstanding the foregoing, all amounts payable or reimbursable to the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent in respect of
the predecessor Mortgage Loan as of the date of the related REO Acquisition,
including any unpaid Servicing Fees and any unreimbursed Servicing Advances and
P&I Advances, together with any interest accrued and payable to the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent in respect of
such Servicing Advances and P&I Advances in accordance with Sections 3.11(g) and
4.03(d), respectively, shall continue to be payable or reimbursable to the
Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as the
case may be, in respect of an REO Mortgage Loan. The foregoing allocations are
not intended to limit the rights of the parties hereunder to reimbursements or
indemnities to which they are otherwise entitled hereunder.


                                      -98-



            "REO Property" shall mean a Mortgaged Property acquired on behalf
and in the name of the Trustee for the benefit of the Certificateholders (or, in
the case of a Mortgaged Property related to a Serviced Loan Combination, for the
benefit of the Certificateholders and the related Non-Trust Mortgage Loan
Noteholder(s), as their interests may appear), through foreclosure, acceptance
of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law
in connection with the default or imminent default of a Mortgage Loan (or a Loan
Combination); provided that the Mortgaged Property securing an Outside Serviced
Loan Combination (if acquired under the related Outside Servicing Agreement)
shall constitute an REO Property if such Mortgaged Property is so acquired for
the benefit of the related Non-Trust Mortgage Loan Noteholder(s) and the Trust,
as their interests may appear, through foreclosure, acceptance of a deed-in-lieu
of foreclosure or otherwise in accordance with applicable law in connection with
a default or imminent default of the subject Outside Serviced Loan Combination.

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

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

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

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

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

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

            (i)     that becomes a Modified Loan;

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

            (iii)   that is delinquent in respect of its Balloon Payment, if
      any, (A) for one (1) Business Day beyond the date on which such Balloon
      Payment was due (unless clause (B) below applies) or (B) if the related
      Mortgagor shall have delivered a refinancing commitment acceptable to the
      Special Servicer prior to the date when such Balloon Payment was due, for
      30 days beyond the date on which such Balloon Payment was due (or for such
      shorter period ending


                                      -99-



      on the date on which it is determined that the refinancing could not
      reasonably be expected to occur);

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

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

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

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

provided that all of the Mortgage Loans comprising a Serviced Loan Combination
shall, upon the occurrence of any of the events described in clauses (i) through
(vii) of this definition in respect of any such Mortgage Loan, be deemed to be a
single "Required Appraisal Loan". Any Required Appraisal Loan shall cease to be
such at such time as it has become a Corrected Mortgage Loan (assuming such
Required Appraisal Loan was a Specially Serviced Mortgage Loan), it has remained
current for at least three consecutive Monthly Payments, and provided that not
more than five years have passed following any extension of its maturity date
pursuant to Section 3.20 and no other event described in clauses (i) through
(vi) above has occurred with respect thereto during the preceding three-month
period. The term "Required Appraisal Loan" shall include any successor REO
Mortgage Loan(s) in respect of a Serviced Trust Mortgage Loan or Serviced Loan
Combination. In no event shall any Outside Serviced Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto or any Outside Serviced
Loan Combination constitute a Required Appraisal Loan hereunder.

            "Required Appraisal Value" shall mean, with respect to any Mortgaged
Property securing (or REO Property relating to) a Required Appraisal Loan, an
amount equal to the sum of: (a) the excess, if any, of (i) 90% of the Appraised
Value of such Mortgaged Property (or REO Property) as determined by the most
recent Required Appraisal or any letter update of such Required Appraisal (as
such Appraised Value may be reduced by the Special Servicer, acting in
accordance with the Servicing Standard, based upon the Special Servicer's review
of the subject Required Appraisal and such other information that the Special
Servicer, acting in accordance with the Servicing Standard, deems relevant
(provided that the Special Servicer shall not be obligated to make any such
reduction)), over (ii) the amount of any obligations secured by liens on such
Mortgaged Property (or REO Property) that are prior to the lien of the related
Required Appraisal Loan; plus (b) the amount of Escrow Payments and Reserve
Funds held by the Master Servicer in respect of such Required Appraisal Loan
that (i) are not being held for purposes of paying any real estate taxes and
assessments, insurance premiums or, if applicable, ground rents, (ii) are not
otherwise scheduled to be applied or utilized (except to pay debt service on
such Required Appraisal Loan) within the 12-month period following the date of
determination and (iii) may be applied towards the reduction of the principal
balance of such Required Appraisal Loan; plus (c) the amount of any letter of
credit constituting additional security for such Required Appraisal Loan and
that may be drawn upon for purposes of paying down the principal balance of such
Required Appraisal Loan.


                                      -100-



            "Required Insurer Rating" shall mean:

            (i)     for purposes of Sections 3.07(a) and 3.07(b), a "claims
      paying ability", "financial strength" or comparable rating, as applicable,
      of at least "A" from S&P and "A" from Fitch (or, if not then rated by
      Fitch, an equivalent rating thereto from at least one nationally
      recognized statistical rating agency in addition to S&P or a rating of
      "A:IX" or better from A.M. Best's Key Rating Guide) and, if applicable,
      "A2" from Moody's (if then rated by Moody's) or, in the case of any such
      rating agency, such lower rating as will not result in an Adverse Rating
      Event with respect to any Class of Certificates or any class of Specially
      Designated Non-Trust Mortgage Loan Securities rated by such rating agency
      (as evidenced in writing by such rating agency); and

            (ii)    for purposes of Section 3.07(c), a "claims paying ability",
      "financial strength" or comparable rating, as applicable, of at least "A"
      from S&P and "A" from Fitch (or, if not then rated by Fitch, an equivalent
      rating thereto from at least one nationally recognized statistical rating
      agency in addition to S&P or a rating of "A:IX" or better from A.M. Best's
      Key Rating Guide) and, if applicable, "A2" from Moody's (if then rated by
      Moody's) or, in the case of any such rating agency, such lower rating as
      will not result in an Adverse Rating Event with respect to any Class of
      Certificates or any class of Specially Designated Non-Trust Mortgage Loan
      Securities rated by such Rating Agency (as evidenced in writing by such
      Rating Agency).

provided that, in the case of clause (i) of this definition, the references to
Moody's and any rating thereby shall not apply unless the subject insurance
relates to a Serviced Loan Combination that includes a Specially Designated
Securitized Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect thereto and one or more classes of the related Specially Designated
Non-Trust Mortgage Loan Securities are rated by Moody's and, in the case of
clause (ii) of this definition, the references to Moody's and any rating thereof
shall not apply unless one or more classes of any Specially Designated Non-Trust
Mortgage Loan Securities are rated by Moody's.

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

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

            "Residual Interest Certificate" shall mean any of the Class R-I
Certificates, the Class R-II Certificates, the Class R-III Certificates or, if
issued in accordance with Section 2.06, the Class R-LR Certificates.

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

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


                                      -101-



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

            "Rule 144A Global Certificate" shall mean, with respect to any Class
of Book-Entry Non-Registered Certificates, one or collectively more global
certificates of such Class registered in the name of the Depository or its
nominee, in definitive, fully registered form without interest coupons, and each
of which certificates has a Rule 144A CUSIP number.

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

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

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

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

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

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

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


                                      -102-



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

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

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

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

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

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

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

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

            "Seller/Depositor Resolution Period" shall mean the 90-day period
following the related Mortgage Loan Seller's receipt of a Seller/Depositor
Notification with respect to the Material Document Defect or Material Breach
that gave rise to the particular repurchase obligation; provided, however, that
if (i) such Material Document Defect or Material Breach is capable of being
cured but not within such 90-day period, (ii) the Depositor (in the case of a
Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a
UBS Trust Mortgage Loan), as the case may be, has commenced and is diligently
proceeding with the cure of such Material Document Defect or Material Breach
within such initial 90-day period, and (iii) the Depositor (in the case of a
Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a
UBS Trust Mortgage Loan), as the case may be, delivers an


                                      -103-



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

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

            "Senior Class A Certificates" shall mean the Class [A-1, Class A-2,
Class A-3, Class A-AB, Class A-4 and Class A-1A] Certificates.

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

            "Serviced Combination Trust Mortgage Loan" shall mean the
______________ Trust Mortgage Loan, the ___________________ Trust Mortgage Loan
or any other Serviced Note A Trust Mortgage Loan, as applicable.

            "Serviced A/B Loan Combination" shall have the meaning assigned
thereto in the Preliminary Statement.

            "Serviced Loan Combination" shall mean any Loan Combination that is
to be primarily serviced and administered under this Agreement. The Serviced A/B
Loan Combinations will be, and the Outside Serviced Loan Combinations will not
be, Serviced Loan Combinations.

            "Serviced Loan Combination Change of Control Event" shall mean: (a)
with respect to the ______________ Loan Combination, the event that occurs when
(i) the outstanding principal amount of the ______________ Loan Component A-1b
(net of any Appraisal Reduction Amount with respect to the ______________ Loan
Combination) is less than ___% of the original principal amount of the
______________ Loan Component A-1b, and (ii) the ______________ Loan Component
A-1a and the ______________ Non-Trust Loan have not been repaid in full; (b)
with respect to the ___________________ Loan Combination only, the event that
occurs when (i) the outstanding principal


                                      -104-



amount of the ___________________ Note B Non-Trust Mortgage Loan or any
successor REO Mortgage Loans with respect thereto (net of any existing Appraisal
Reduction Amount with respect to the ___________________ Loan Combination) is
less than ___% of an amount equal to the original principal amount of the
___________________ Note B Non-Trust Mortgage Loan, and (ii) the
___________________ Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto has not been repaid in full; and (c) with respect to each
Serviced Loan Combination (other than the ______________ Loan Combination and
the ___________________ Loan Combination), the event that occurs when (i) the
aggregate outstanding principal amount of the related Serviced Note B Non-Trust
Mortgage Loan or any successor REO Mortgage Loan with respect thereto (net of
any existing Appraisal Reduction Amount with respect to the subject Serviced
Loan Combination) is less than 25.0% of an amount equal to the original
principal amount of such Serviced Note B Non-Trust Mortgage Loan, and (ii) the
related Serviced Note A Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto has not been repaid in full.

            ["Serviced Loan Combination Controlling Party" shall mean: (a) with
respect to the ______________ Loan Combination, the ______________ Controlling
Party; and (b) with respect to any other Serviced Loan Combination, the related
Serviced Loan Combination Directing Lender or any representative appointed
thereby, consistent with Section 3.02(d) of the related Co-Lender Agreement, to
exercise the rights and powers of the related Serviced Loan Combination
Directing Lender under the related Co-Lender Agreement or this Agreement.]

            "Serviced Loan Combination Directing Lender" shall mean: (a) with
respect to the ______________ Loan Combination, the ______________ Directing
Lender; and (b) with respect to any other Serviced Loan Combination, as of any
date of determination, the "Directing Lender" under the related Co-Lender
Agreement.

            "Serviced Mortgage Loan" shall mean each Mortgage Loan (including a
Specially Serviced Mortgage Loan), other than any Mortgage Loan that is part of
an Outside Serviced Loan Combination.

            "Serviced Non-Trust Mortgage Loan" shall mean each Non-Trust
Mortgage Loan that is a Serviced Mortgage Loan. A Non-Trust Mortgage Loan that
is part of an Outside Serviced Loan Combination shall in no event constitute a
Serviced Non-Trust Mortgage Loan hereunder.

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

            "Serviced Note A Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

            "Serviced Note B Non-Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

            "Serviced Pari Passu Trust Mortgage Loan" shall mean a Pari Passu
Trust Mortgage Loan that is a Serviced Trust Mortgage Loan.


                                      -105-



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

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

            "Servicer" shall mean any servicer (within the meaning of Item
1101(j) of Regulation AB) with respect to the asset-backed securitization
contemplated by this Agreement.

            "Servicer Backup Certification" shall mean the Master Servicer
Backup Certification or the Special Servicer Backup Certification, as
applicable.

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

            "Servicer Notice" shall have the meaning assigned thereto in Section
3.14.

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

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

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


                                      -106-



the Master Servicer, the Special Servicer or the Trustee, such as costs for
office space, office equipment, supplies and related expenses, employee salaries
and related expenses and similar internal costs and expenses, or costs and
expenses incurred by any such party in connection with its purchase of any
Mortgage Loan or REO Property pursuant to any provision of this Agreement, any
Outside Servicing Agreement, any Co-Lender Agreement or any intercreditor
agreement relating to mezzanine debt.

            "Servicing Criteria" shall mean the "servicing criteria" set forth
in Item 1122(d) of Regulation AB, as such may be amended from time to time.

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

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

            "Servicing Function Participant" shall mean any of: (i) the Master
Servicer; (ii) the Special Servicer; and (iii) any other party hereto, in
addition to the Master Servicer and the Special Servicer, that is a "party
participating in the servicing function" (within the meaning of the instructions
to Item 1122 of Regulation AB) as regards the Trust Fund.

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

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

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

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


                                      -107-



skill, prudence and diligence with which, the Master Servicer or Special
Servicer, as the case may be, services and administers comparable mortgage loans
and foreclosure properties owned by the Master Servicer or Special Servicer, as
the case may be, in either case exercising reasonable business judgment and
acting in accordance with applicable law, the terms of this Agreement and the
terms of the respective Serviced Mortgage Loans and any applicable co-lender,
intercreditor and/or similar agreements; (ii) with a view to: (A) the timely
recovery of all payments of principal and interest, including Balloon Payments,
under the Serviced Mortgage Loans or, in the case of any such Serviced Mortgage
Loan that is (1) a Specially Serviced Mortgage Loan or (2) a Serviced Mortgage
Loan as to which the related Mortgaged Property has become an REO Property, the
maximization of recovery on the subject Serviced Mortgage Loan to the
Certificateholders (as a collective whole) (or, if a Serviced Loan Combination
is involved, the maximization of recovery on such Loan Combination to the
Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s) (as a collective whole)) of principal and interest, including
Balloon Payments, on a present value basis (the relevant discounting of
anticipated collections that will be distributable to the Certificateholders
(or, if a Serviced Loan Combination is involved, to the Certificateholders and
the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective
whole)) to be performed at the related Mortgage Rate (or, in the case of a
Serviced Loan Combination, at the weighted average of the respective Mortgage
Rates for the Mortgage Loans that comprise such Loan Combination); and (iii)
without regard to (A) any relationship, including as lender on any other debt
(including mezzanine debt or a Non-Trust Mortgage Loan), that the Master
Servicer or the Special Servicer, as the case may be, or any Affiliate thereof,
may have with any of the related Mortgagors, or any Affiliate thereof, or any
other party to this Agreement, (B) the ownership of any Certificate or any
direct or indirect interest in a Non-Trust Mortgage 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 may be,
to make Advances, (D) the right of the Master Servicer or the Special Servicer,
as the case may be, or any Affiliate thereof, to receive compensation or
reimbursement of costs hereunder generally or with respect to any particular
transaction, and (E) the ownership, servicing or management for others of any
other mortgage loan or real property not subject to this Agreement by the Master
Servicer or the Special Servicer, as the case may be, or any Affiliate thereof.

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

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

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


                                      -108-



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

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

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

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

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

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

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

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

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

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

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

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


                                      -109-



the only Specially Designated Mortgage Loan Document with respect to each of the
Outside Serviced Trust Mortgage Loans shall be the document described in clause
(i) of this definition.

            "Specially Designated Non-Trust Mortgage Loan Securities" shall mean
any Non-Trust Mortgage Loan Securities backed, either solely or together with
one or more other mortgage assets, by a Specially Designated Securitized
Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect thereto.

            "Specially Designated Securitized Non-Trust Mortgage Loan" shall
mean any Non-Trust Mortgage Loan, with an unpaid principal balance as of the
Closing Date of $20,000,000 or more, that is included in a rated commercial
mortgage securitization.

            "Specially Designated Servicing Action" means:

            (a)     with respect to the ___________________ Loan Combination or
      any related REO Property, any of the actions specified in clauses (i)
      through [(ix)] of Section 3.02(a) of the related Co-Lender Agreement;

            (b)     with respect to the ______________ Loan Combination or any
      related REO Property, any of the actions specified in clauses (i) through
      (xix) of Section 4.2 of the related Co-Lender Agreement;

            (c)     with respect to the ________________ Loan Combination or any
      related REO Property, any of the actions specified in clauses (i) through
      (xix) of Section 3.02(a) of the related Co-Lender Agreement;

            (d)     with respect to the ________________ Loan Combination or any
      related REO Property, any of the actions specified in clauses (i) through
      (xix) of Section 3.02(a) of the related Co-Lender Agreement;

            (e)     with respect to each other Serviced Loan Combination or any
      related REO Property, any of the actions specified in clauses (i) through
      [(xiv)] of Section 3.02(a) of the related Co-Lender Agreement; and

            (f)     with respect to each other Serviced Mortgage Loan and
      Administered REO Property, any of the following actions--

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

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


                                      -110-



                    (iii)   any modification, extension, amendment or waiver
      of a material monetary term (excluding the waiver of Default Charges) or
      any material non-monetary term (including any material term relating to
      insurance) of a Performing Serviced Mortgage Loan,

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

                    (v)     any acceptance of a discounted payoff with respect
      to a Specially Serviced Mortgage Loan,

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

                    (vii)   any release of collateral for a Specially Serviced
      Mortgage Loan, other than any release of collateral that (A) is required
      by the terms of such Mortgage Loan (with no material discretion by the
      mortgagee), (B) occurs upon satisfaction of such Mortgage Loan, or (C)
      occurs in connection with a defeasance,

                    (viii)  any release of a parcel of land with respect to a
      Performing Serviced Mortgage Loan (other than parcels that were not given
      value in the calculation of loan-to-value ratio in connection with the
      underwriting of such Mortgage Loan), provided that in any event this
      clause (viii) shall not apply to any release of collateral that (A) is
      required by the terms of such Mortgage Loan (with no material discretion
      by the mortgagee), (B) occurs upon satisfaction of such Mortgage Loan, (C)
      occurs in connection with a defeasance, or (D) may be approved by the
      Master Servicer pursuant to Section 3.20(c),

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

                    (x)     any acceptance of a change in the property
      management company or, if applicable, the hotel franchise for any
      Mortgaged Property, other than as required by the terms of the related
      Serviced Mortgage Loan (with no material discretion by the mortgagee),
      provided that, in the case of a change in the property management company,
      this clause (x) has effect only if the unpaid principal balance of the
      related Serviced Mortgage Loan is greater than $5,000,000,

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

                    (xii)   any determination by the Special Servicer not to
      maintain or cause a borrower to maintain for a Mortgaged Property all-risk
      casualty or other insurance that provides coverage for acts of terrorism,
      despite the fact that such insurance may be required under the terms of
      the related Mortgage Loan, and


                                      -111-



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

provided that, as used in clauses (f)(vii) through (f)(x) above, the term
"material discretion" shall mean that the relevant decision is in the discretion
of the mortgagee, and such decision is not based upon the satisfaction of
specified objective conditions, the satisfactory delivery of certain factual
evidence or opinions or the satisfaction of any other specified objective
criteria that is set forth in the related Mortgage Loan documents.

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

            (a)     the related Mortgagor (or any related guarantor) has failed
      to make when due any Monthly Payment (including a Balloon Payment), which
      failure continues, or which failure the Master Servicer or (with the
      consent of the Controlling Class Representative) the Special Servicer
      determines, in each case in accordance with the Servicing Standard, will
      continue, unremedied (without regard to any grace period) by the related
      Mortgagor, any related guarantor or otherwise (including, in the case of a
      Serviced Combination Trust Mortgage Loan, by a related Serviced Non-Trust
      Mortgage Loan Noteholder exercising any cure rights under the related
      Co-Lender Agreement and, in the case of a Split Trust Mortgage Loan, by
      the related Loan-Specific Class Representative pursuant to this Agreement)
      (i) except in the case of a Balloon Mortgage Loan delinquent in respect of
      its Balloon Payment, for 60 days beyond the date on which the subject
      payment was due, or (ii) solely in the case of a delinquent Balloon
      Payment, (A) for one (1) Business Day beyond the date on which the subject
      Balloon Payment was due (unless clause (B) below applies) or (B) in the
      case of a Balloon Mortgage Loan as to which the related Mortgagor shall
      have delivered a refinancing commitment acceptable to the Special Servicer
      prior to the date on which the subject Balloon Payment was due, for 30
      days beyond the date on which the subject Balloon Payment was due (or for
      such shorter period ending on the date on which it is determined that the
      refinancing could not reasonably be expected to occur); or

            (b)     there shall have occurred a default (other than as described
      in clause (a) above and other than an Acceptable Insurance Default) that
      the Master Servicer or the Special Servicer has determined, in each case
      in accordance with the Servicing Standard, (i) materially impairs the
      value of the related Mortgaged Property as security for such Serviced
      Mortgage Loan or otherwise materially adversely affects the interests of
      Certificateholders (or, in the case of a Serviced Non-Trust Mortgage Loan,
      the interests of the related Serviced Non-Trust Mortgage Loan Noteholder)
      (it being acknowledged and agreed that any default requiring a Servicing
      Advance shall be deemed to materially and adversely affect the interests
      of Certificateholders or, in the case of a Serviced Non-Trust Mortgage
      Loan, the interests of the related Serviced Non-Trust Mortgage Loan
      Noteholder), and (ii) continues unremedied by the related Mortgagor, any
      related guarantor or otherwise (including, in the case of a Serviced
      Combination Trust Mortgage Loan, by a related Serviced Non-Trust Mortgage
      Loan Noteholder exercising any cure rights under the related Co-Lender
      Agreement and, in the case of a Split Trust Mortgage Loan, by the related
      Loan-Specific Class Representative pursuant to this Agreement) for either
      (A) one Business Day (but only if, pursuant to the related loan documents,
      the subject default gives rise to immediate acceleration without
      application of a cure period under such Serviced Mortgage


                                      -112-



      Loan) or (B) otherwise, the greater of (1) the applicable grace period
      under the terms of such Serviced Mortgage Loan and (2) 30 days; or

            (c)     the Master Servicer or, with the consent of the Controlling
      Class Representative, the Special Servicer shall have determined, in
      accordance with the Servicing Standard, that (i) a default in the making
      of a Monthly Payment on such Serviced Mortgage Loan, including a Balloon
      Payment, is likely to occur and is likely to remain unremedied (without
      regard to any grace period) by the related Mortgagor, any related
      guarantor or otherwise (including, in the case of a Serviced Combination
      Trust Mortgage Loan, by a related Serviced Non-Trust Mortgage Loan
      Noteholder exercising any cure rights under the related Co-Lender
      Agreement and, in the case of a Split Trust Mortgage Loan, by the related
      Loan-Specific Class Representative pursuant to this Agreement) for at
      least the applicable period contemplated by clause (a) of this definition
      or (ii) a default (other than as described in clause (a) of this
      definition and other than an Acceptable Insurance Default) is likely to
      occur under such Mortgage Loan that will materially impair the value of
      the related Mortgaged Property as security for such Serviced Mortgage Loan
      or otherwise materially adversely affect the interests of
      Certificateholders (or, in the case of a Serviced Non-Trust Mortgage Loan,
      the related Serviced Non-Trust Mortgage Loan Noteholder) and such default
      is likely to remain unremedied for at least the applicable period
      contemplated by clause (b) of this definition; or

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

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

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

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

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


                                      -113-



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

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

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

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

            The Special Servicer may conclusively rely on the Master Servicer's
determination as to whether a Servicing Transfer Event has occurred giving rise
to a Serviced Mortgage Loan's becoming a Specially Serviced Mortgage Loan.
Except as provided below in this sentence, if any Mortgage Loan that is part of
a Serviced Loan Combination becomes a Specially Serviced Mortgage Loan, then the
other Mortgage Loan or each of the other Mortgage Loans, as the case may be, in
such Loan Combination shall also become a Specially Serviced Mortgage Loan;
provided that if, subject to the terms, conditions and limitations of the
related Co-Lender Agreement, a Serviced Non-Trust Mortgage Loan Noteholder
prevents the occurrence of a Servicing Transfer Event with respect to the
related Serviced Combination Trust Mortgage Loan through the exercise of any
cure rights granted under the related Co-Lender Agreement with respect to such
Serviced Combination Trust Mortgage Loan, then the existence of such Servicing
Transfer Event with respect to the related Serviced Non-Trust Mortgage Loan
(because any such cure rights do not include the cure of defaults under the
related Serviced Non-Trust Mortgage Loan) will not, in and of itself, result in
any Mortgage Loan that is part of the subject Serviced Loan Combination becoming
a Specially Serviced Mortgage Loan (provided that a separate Servicing Transfer
Event may occur with respect thereto).

            None of the Mortgage Loans comprising an Outside Serviced Loan
Combination shall constitute a Specially Serviced Mortgage Loan hereunder.

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

            "Split Trust Mortgage Loan" shall mean the ______________ Trust
Mortgage Loan or the ______________ Trust Mortgage Loan, as applicable.

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


                                      -114-



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

            "Stated Principal Balance" shall mean: (a) with respect to any Trust
Mortgage Loan (and any successor REO Trust Mortgage Loan with respect thereto),
the Cut-off Date Balance of such Trust Mortgage Loan, as permanently reduced on
each Distribution Date (to not less than zero) by (i) that portion, if any, of
the Principal Distribution Amount for such Distribution Date allocable to such
Trust Mortgage Loan (or any such successor REO Trust Mortgage Loan with respect
thereto), without giving effect to any adjustments pursuant to Section 1.03 in
connection with the calculation of the Adjusted Net Principal Distribution
Amount, and (ii) the principal portion of any Realized Loss incurred in respect
of such Trust Mortgage Loan (or any such successor REO Trust Mortgage Loan with
respect thereto) during the applicable related Collection Period (or, in the
case of a forgiveness of principal, a Permitted Purchase under the related
Outside Servicing Agreement and/or the related Co-Lender Agreement for less than
the related Purchase Price or a Final Recovery Determination with respect to an
Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto, during the related Underlying Collection Period) (provided
that, if some or all of the principal portion of such Realized Loss constitutes
an Advance that previously reduced the Stated Principal Balance of such Trust
Mortgage Loan by operation of clause (i) above, then the amount of that Advance
included in the principal portion of such Realized Loss shall not further reduce
the Stated Principal Balance of such Trust Mortgage Loan under this clause
(ii)); and (b) with respect to any Serviced Non-Trust Mortgage Loan (and any
successor REO Mortgage Loan with respect thereto), the Cut-off Date Balance of
such Non-Trust Mortgage Loan, as permanently reduced on each related Master
Servicer Remittance Date (to not less than zero) by (i) any principal amounts in
respect of such Non-Trust Mortgage Loan (or any such successor REO Mortgage Loan
with respect thereto) distributed to the related Non-Trust Mortgage Loan
Noteholder on such Master Servicer Remittance Date, and (ii) the principal
portion of any Realized Loss incurred in respect of such Non-Trust Mortgage Loan
(or any such successor REO Mortgage Loan with respect thereto) in connection
with a Liquidation Event or the forgiveness of principal during the related
Collection Period. Notwithstanding the foregoing, if a Liquidation Event occurs
in respect of any Mortgage Loan or any related REO Property, then the "Stated
Principal Balance" of such Mortgage Loan or of any successor REO Mortgage Loan
with respect thereto, as the case may be, shall be zero commencing as of the
first Distribution Date (or, in the case of a Serviced Non-Trust Mortgage Loan
or any successor REO Mortgage Loan with respect thereto, the first related
Master Servicer Remittance Date) following the end of the applicable Collection
Period in which such Liquidation Event occurred; provided that, in the case of
an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto, if the subject Liquidation Event is a Final Recovery
Determination made by the applicable Outside Servicer with respect to, or a
Permitted Purchase under the related Outside Servicing Agreement and/or the
related Co-Lender Agreement of, such Trust Mortgage Loan or REO Trust Mortgage
Loan, as the case may be, then references to "Collection Period" in this
sentence shall be deemed to mean the related Underlying Collection Period. With
respect to each ______________ Loan Component, "Stated Principal Balance" shall
mean the


                                      -115-



portion of the Stated Principal Balance of the ______________ Trust Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto allocable to
such ______________ Loan Component.

            "______________ Co-Directing Lenders" shall mean (a) a
representative appointed by the holders of a majority of the outstanding
principal balance of (i) the ______________ Loan Component A-1a (which will be
deemed to be the Controlling Class Representative) and (ii) the ______________
Note ___ Non-Trust Mortgage Loan, and (b) the Class ___ Representative.

            "______________ Co-Directing Lender Event" shall exist upon the
occurrence and continuance of a ______________ Payment Application Trigger
Event, and for so long as no ______________ Change of Control Event exists.

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

            "______________ Controlling Party" shall mean the ______________
Directing Lender or any representative appointed thereby, consistent with
Section 4.1.1 of the ______________ Co-Lender Agreement, to exercise the rights
and powers of the ______________ Directing Lender under Section 4.1.1 of the
______________ Co-Lender Agreement or this Agreement. The representative,
appointed in accordance with Section 4.1.1 of the ______________ Co-Lender
Agreement and pursuant to Section 6.12 of this Agreement (i) of the holder of
______________ Loan Component A-1b, during the Class ___ Control Period or
during the existence of a ______________ Co-Directing Lender Event, shall be the
Class ___ Representative, and (ii) of the holder of the ______________ Trust
Mortgage Loan, following the Class ___ Control Period or during the existence of
a ______________ Co-Directing Lender Event, shall be the Controlling Class
Representative.

            "______________ Cure Rights" shall mean the cure rights granted to
the holder of the Mortgage Note for the ______________ Trust Mortgage Loan under
Section 4.4 of the ______________ Co-Lender Agreement. The representative of the
Trust, as holder of the Mortgage Note for the ______________ Trust Mortgage
Loan, with respect to the exercise of the ______________ Cure Rights (if and to
the extent it is permitted to exercise such rights under the ______________
Co-Lender Agreement), appointed in accordance with Section 4.1.1 of the
______________ Co-Lender Agreement and pursuant to Section 3.28 of this
Agreement, shall be the Class ___ Representative.

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

            "______________ Directing Lender" shall mean (i) if no
______________ Change of Control Event exists, the Class ___ Representative and
(ii) if a ______________ Change of Control Event exists, the holders of greater
than 50% of the aggregate then outstanding principal amount of the
______________ Loan Component A-1a (which will be deemed to be the Controlling
Class Representative) and the ______________ Note ___ Non-Trust Mortgage Loan.

            "______________ Loan Combination" shall have the meaning assigned
thereto in the Preliminary Statement.


                                      -116-



            "______________ Loan Component A-1a" shall have the meaning assigned
thereto in the Preliminary Statement.

            "______________ Loan Component A-1b" shall have the meaning assigned
thereto in the Preliminary Statement.

            "______________ Loan Components" shall have the meaning assigned
thereto in the Preliminary Statement.

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

            "______________ Mortgaged Property" shall have the meaning assigned
thereto in the Preliminary Statement.

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

            "______________ Non-Trust Mortgage Loan Noteholder" shall mean the
holder (or, if applicable, the collective holders) of the Mortgage Note for the
______________ Non-Trust Mortgage Loan.

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

            "______________ Payment Application Trigger Event" shall mean
either: (i) the existence of a monetary event of default with respect to the
______________ Loan Combination as to which the Class ___ Representative has not
made a cure payment or (ii) the existence of a material non-monetary event of
default (which has not been cured by the Class ___ Representative) at a time
when the ______________ Loan Combination is Specially Serviced.

            "______________ Special Servicer" shall mean any special servicer
hereunder responsible for servicing the ______________ Loan Combination or any
related REO Property; provided that, if such special servicer has special
servicing responsibilities with respect to other Serviced Mortgage Loans and/or
Administered REO Properties, then the term ______________ Special Servicer shall
refer to such party only to the extent of its rights, duties and obligations in
respect of the ______________ Loan Combination or any related REO Property.

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

            "Subordinate Certificate" shall mean any Class A-M, Class A-J, 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 T Certificate, any Class
___ Certificate, any Class ___ Certificate or any Residual Interest Certificate.


                                      -117-



            "Subordinate Mortgage Loan" shall mean the ______________ Loan
Component A-1b or any Subordinate Non-Trust Mortgage Loan.

            "Subordinate Non-Trust Mortgage Loan Noteholder" shall mean the
holder of the Mortgage Note for a Subordinate Non-Trust Mortgage Loan.

            "Subordinate Non-Trust Mortgage Loans" shall mean, collectively, the
Serviced Note B Non-Trust Mortgage Loans, the junior component of the
________________ Note ___ Non-Trust Mortgage Loan, the junior component of the
________________ Note ___ Non-Trust Mortgage Loan, the ________________ Note B
Non-Trust Mortgage Loan, and the junior component of the ____________________
Non-Trust Mortgage Loan.

            "Sub-Servicer" shall mean any Person engaged by the Master Servicer
or the Special Servicer to perform servicing functions with respect to one or
more Mortgage Loans or REO Properties.

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

            "Sub-Servicing Function Participant" shall mean any Sub-Servicer,
sub-contractor, agent or other Person acting on behalf of a party hereto, which
Sub-Servicer, sub-contractor, agent or other Person is a "party participating in
the servicing function" (within the meaning of the instructions to Item 1122 of
Regulation AB) as regards the Trust Fund.

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

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

            "Supplemental Report" shall mean have the meaning assigned thereto
in Section 3.12(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 regulations section 1.860F-4(d) and Treasury regulations
section 301.6231(a)(7)-1, which Person shall be the Plurality Residual Interest
Certificateholder in respect of the related Class of Residual Interest
Certificates.

            "Tax Returns" shall mean the federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each REMIC Pool due to its classification as a REMIC
under the REMIC Provisions, and the federal income tax return to be filed on
behalf of the Grantor Trust (if created hereunder taking into account Section
2.05(b)) 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


                                      -118-



applicable provisions of federal tax law or any other governmental taxing
authority under applicable state and local tax law.

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

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

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

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

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

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

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

            "Trust Determination Date" shall mean the 11th calendar day of each
month (or, if such 11th day is not a Business Day, the Business Day immediately
following), commencing in _____________ 200_.


                                      -119-



            "Trust Fund" shall mean, collectively, all of the assets of the
REMIC Pools, the Grantor Trust (if created hereunder taking into account Section
2.05(b)) and the Loss of Value Reserve Fund.

            "Trust Master Servicer Remittance Date" shall mean the date each
month, commencing in _____________ 200_, on which, among other things, the
Master Servicer is required to (i) make P&I Advances and (ii) transfer the
Master Servicer Remittance Amount and any Excess Liquidation Proceeds to the
Trustee, which date shall be the Business Day immediately preceding the
Distribution Date in such month.

            "Trust Mortgage Loan" shall mean each of the mortgage loans listed
on the Trust Mortgage Loan Schedule and from time to time held in the Trust
Fund. As used herein, the term "Trust Mortgage Loan" includes the related
Mortgage Note, Mortgage and other security documents contained in the related
Mortgage File or otherwise held on behalf of the Trust. Notwithstanding the
foregoing, if any of the mortgage loans listed on the Trust Mortgage Loan
Schedule are, in accordance with their terms or pursuant to any modification,
waiver or amendment agreed to in accordance with Section 3.20, severed or split
into two or more mortgage loans that are to remain part of the Trust Fund, then
such two or more mortgage loans shall constitute separate "Trust Mortgage Loans"
for all purposes hereof, except that such mortgage loans will collectively
constitute the "Trust Mortgage Loan" that relates to the applicable REMIC I
Regular Interest and/or any applicable Loan REMIC Regular Interest.

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

            (i)     the Mortgage Loan number;

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

            (iii)   the Cut-off Date Balance;

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

            (v)     the original Mortgage Rate;

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

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

            (viii)  the Interest Accrual Basis;

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

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

            (xi)    the related Mortgage Loan Seller;


                                      -120-



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

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

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

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

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

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

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

            "Trustee Fee" shall mean, with respect to each Distribution Date, an
amount equal to one-twelfth of the product of (i) the annual Trustee Fee Rate,
multiplied by (ii) the aggregate Stated Principal Balance of the Mortgage Pool
outstanding immediately prior to such Distribution Date; provided that the
Trustee Fee shall accrue on an Actual/360 Basis on the Stated Principal Balance
of the ______________ Loan Component A-1b.

            "Trustee Fee Rate" shall mean _________% 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 ___________, 200_, between
the UBS Mortgage Loan Seller, UBS Principal Finance LLC and the Depositor.

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

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

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

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

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


                                      -121-



Uncertificated Principal Balance of such Loan REMIC Regular Interest outstanding
immediately prior to the related Distribution Date; (b) in the case of REMIC I
Regular Interest ___-B for any Interest Accrual Period, the product of (i) the
annual REMIC I Remittance Rate applicable to such REMIC I Regular Interest for
such Interest Accrual Period, multiplied by (ii) the Uncertificated Principal
Balance of such REMIC I Regular Interest outstanding immediately prior to the
related Distribution Date, multiplied by (iii) a fraction, the numerator of
which is the actual number of days in such Interest Accrual Period, and the
denominator of which is 360; (c) in the case of any other REMIC I Regular
Interest for any Interest Accrual Period, one-twelfth of the product of (i) the
annual REMIC I Remittance Rate applicable to such REMIC I Regular Interest for
such Interest Accrual Period, multiplied by (ii) the Uncertificated Principal
Balance of such REMIC I Regular Interest outstanding immediately prior to the
related Distribution Date; (d) in the case of each Group ___ REMIC II Regular
Interest for any Interest Accrual Period, the product of (i) the annual REMIC II
Remittance Rate applicable to such REMIC II Regular Interest for such Interest
Accrual Period, multiplied by (ii) the Uncertificated Principal Balance of such
REMIC II Regular Interest outstanding immediately prior to the related
Distribution Date, multiplied by (iii) a fraction, the numerator of which is the
actual number of days in such Interest Accrual Period, and the denominator of
which is 360; and (e) in the case of any REMIC II Regular Interest for any
Interest Accrual Period, one-twelfth of the product of (i) the annual REMIC II
Remittance Rate applicable to such REMIC II Regular Interest for such Interest
Accrual Period, multiplied by (ii) the Uncertificated Principal Balance of such
REMIC II Regular Interest outstanding immediately prior to the related
Distribution Date. Each Loan REMIC Regular Interest (if any), REMIC I Regular
Interest (other than REMIC I Regular Interest ___-B) and REMIC II Regular
Interest (other than the Group ___ REMIC II Regular Interests) shall accrue
interest on a 30/360 Basis; and REMIC I Regular Interest ___-B and each Group
___ REMIC II Regular Interest shall accrue interest on an Actual/360 Basis.

            "Uncertificated Distributable Interest" shall mean: (a) with respect
to any Loan REMIC Regular Interest for any Distribution Date, an amount of
interest equal to the amount of Uncertificated Accrued Interest in respect of
the subject Loan REMIC Regular Interest for the related Interest Accrual Period,
reduced (to not less than zero) by any portion of any Net Aggregate Prepayment
Interest Shortfall for such Distribution Date allocable to the corresponding
Early Defeasance Trust Mortgage Loan; (b) in the case of REMIC I Regular
Interest ___-B for any Distribution Date, an amount equal to the amount of
Uncertificated Accrued Interest in respect of the subject REMIC I Regular
Interest for the related Interest Accrual Period, reduced (to not less than
zero) by the product of (i) the portion, if any, of the Net Aggregate Prepayment
Interest Shortfall, if any, for such Distribution Date that is attributable to
the ______________ Trust Mortgage Loan, multiplied by (ii) a fraction, the
numerator of which is the portion, if any, of the applicable principal
prepayment or other early recovery of principal of the ______________ Trust
Mortgage Loan that is in excess of the Uncertificated Principal Balance of REMIC
I Regular Interest ___-A outstanding immediately prior to such Distribution
Date, and the denominator of which is the total amount of the applicable
principal prepayment or other early recovery of principal of the ______________
Trust Mortgage Loan; (c) in the case of REMIC I Regular Interest ___-B for any
Distribution Date, an amount equal to the amount of Uncertificated Accrued
Interest in respect of the subject REMIC I Regular Interest for the related
Interest Accrual Period, reduced (to not less than zero) by the portion, if any,
of the Net Aggregate Prepayment Interest Shortfall, if any, for such
Distribution Date that is attributable to the ______________ Loan Component
A-1b; (d) with respect to any other REMIC I Regular Interest for any
Distribution Date, an amount of interest equal to the amount of Uncertificated
Accrued Interest in respect of the subject REMIC I Regular Interest for the
related Interest Accrual Period, reduced (to not less than zero) by the product
of (i) any Net Aggregate Prepayment Interest Shortfall for such Distribution
Date (exclusive of any portion thereof allocable to


                                      -122-



REMIC I Regular Interest ___-B and/or REMIC I Regular Interest ___-B),
multiplied by (ii) a fraction, the numerator of which is the amount of
Uncertificated Accrued Interest in respect of the subject REMIC I Regular
Interest for the related Interest Accrual Period, and the denominator of which
is the aggregate amount of Uncertificated Accrued Interest in respect of all the
REMIC I Regular Interests (other than REMIC I Regular Interest ___-B and REMIC
Regular Interest ___-B) for the related Interest Accrual Period; (e) with
respect to each Group ___ REMIC II Regular Interest for any Distribution Date,
an amount of interest equal to the Uncertificated Accrued Interest in respect of
the subject REMIC II Regular Interest for the related Interest Accrual Period,
reduced (to not less than zero) by the product of (i) the portion, if any, of
the Net Aggregate Prepayment Interest Shortfall, if any, for such Distribution
Date that is allocable to REMIC I Regular Interest ___-B, multiplied by (ii) a
fraction, the numerator of which is the amount of Uncertificated Accrued
Interest in respect of the subject REMIC II Regular Interest for the related
Interest Accrual Period, and the denominator of which is the aggregate amount of
Uncertificated Accrued Interest in respect of all of the Group ___ REMIC II
Regular Interests for the related Interest Accrual Period; (f) with respect to
each Group ___ REMIC II Regular Interest for any Distribution Date, an amount of
interest equal to the Uncertificated Accrued Interest in respect of the subject
REMIC II Regular Interest for the related Interest Accrual Period, reduced (to
not less than zero) by the product of (i) the portion, if any, of the Net
Aggregate Prepayment Interest Shortfall, if any, for such Distribution Date that
is allocable to REMIC I Regular Interest ___-B, multiplied by (ii) a fraction,
the numerator of which is the amount of Uncertificated Accrued Interest in
respect of the subject REMIC II Regular Interest Accrual Period, and the
denominator of which is the aggregate amount of Uncertificated Accrued Interest
in respect of all of the Group ___ REMIC II Regular Interests for the related
Interest Accrual Period; and (g) with respect to any other REMIC II Regular
Interest for any Distribution Date, subject to Section 4.05(d), an amount of
interest equal to the amount of Uncertificated Accrued Interest in respect of
the subject REMIC II Regular Interest for the related Interest Accrual Period,
reduced (to not less than zero) by the product of (i) any Net Aggregate
Prepayment Interest Shortfall for such Distribution Date (exclusive of any
portion thereof allocable to the Group ___ and/or Group ___ REMIC I Regular
Interests) multiplied by (ii) a fraction, the numerator of which is the amount
of Uncertificated Accrued Interest in respect of the subject REMIC II Regular
Interest for the related Interest Accrual Period, and the denominator of which
is the aggregate amount of Uncertificated Accrued Interest in respect of all the
REMIC II Regular Interests (other than the Group ___ and Group ___ REMIC II
Regular Interests) for the related Interest Accrual Period.

            "Uncertificated Principal Balance" shall mean the principal balance
of any Loan REMIC Regular Interest, REMIC I Regular Interest or REMIC II Regular
Interest outstanding as of any date of determination. As of the Closing Date:
(a) the Uncertificated Principal Balance of each Loan REMIC Regular Interest (if
any) shall equal the Cut-off Date Balance of the corresponding Trust Mortgage
Loan; (b) the Uncertificated Principal Balance of REMIC I Regular Interest ___-A
shall equal $40,360,000; (c) the Uncertificated Principal Balance of REMIC I
Regular Interest ___-B shall equal $63,000,000; (d) the Uncertificated Principal
Balance of REMIC I Regular Interest ___-A shall equal $84,000,000; (e) the
Uncertificated Principal Balance of REMIC I Regular Interest ___-B shall equal
$10,000,000; and (f) the Uncertificated Principal Balance of each other REMIC I
Regular Interest shall equal the Cut-off Date Balance of the corresponding Trust
Mortgage Loan. In addition, as of the Closing Date, the Uncertificated Principal
Balance of each REMIC II Regular Interest shall equal the amount set forth in
the Preliminary Statement hereto as its initial Uncertificated Principal
Balance. On each Distribution Date, the Uncertificated Principal Balance of each
REMIC II Regular Interest shall be reduced by all distributions of principal
deemed to have been made thereon on such Distribution Date pursuant to Section
4.01(l), and shall be further reduced (subject to Section 4.05) on such
Distribution


                                      -123-



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 reduced by all distributions of principal deemed to
have been made in respect of such REMIC I Regular Interest on such Distribution
Date pursuant to Section 4.01(m), and shall be further reduced on such
Distribution Date by all Realized Losses and Additional Trust Fund Expenses
deemed to have been allocated thereto on such Distribution Date pursuant to
Section 4.04(c). On each Distribution Date, the Uncertificated Principal Balance
of each Loan REMIC Regular Interest (if any) shall be reduced by all
distributions of principal deemed to have been made in respect of such Loan
REMIC Regular Interest on such Distribution Date pursuant to Section 4.01(n),
and shall be further reduced on such Distribution Date by all Realized Losses
and Additional Trust Fund Expenses deemed to have been allocated thereto on such
Distribution Date pursuant to Section 4.04(d). Notwithstanding the foregoing, on
any given Distribution Date, the Uncertificated Principal Balance of any REMIC
II Regular Interest shall be subject to increase (and, when appropriate, shall
be increased), as and to the extent provided in Section 4.05(c).

            "Underlying Collection Period" shall mean the ________________
Underlying Collection Period, the ________________ Underlying Collection Period
or the ____________________ Underlying Collection Period, as applicable.

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

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

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

            "Voting Rights" shall mean the portion of the voting rights of all
of the Certificates which is allocated to any Certificate. At all times during
the term of this Agreement, 99% of the Voting Rights shall be allocated among
the Holders of the various Classes of the Principal Balance Certificates in
proportion to the respective Class Principal Balances of their Certificates, and
1% of the Voting Rights shall be allocated among the Holders of the various
Classes of the Interest-Only Certificates in proportion to the respective Class
Notional Amounts of their Certificates. Voting Rights allocated to a Class of
Certificateholders shall be allocated among such Certificateholders in standard
proportion to the Percentage Interests evidenced by their respective
Certificates. No Voting Rights shall be allocated to the Certificates that are
not Regular Interest Certificates. Notwithstanding the foregoing, solely for
purposes of allocating Voting Rights to the Loan-Specific Certificates: (i) the
respective Class Principal Balances of the respective Classes of the Class ___
Certificates will be deemed reduced by their respective shares of any Appraisal
Reduction Amount in respect of the ______________ Trust


                                      -124-



Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto,
which Appraisal Reduction Amount shall be allocated to the Class ___-4, Class
___-3, Class ___-2 and Class ___-1 Certificates, in that order, in each case up
to the related Class Principal Balance; and (ii) the respective Class Principal
Balances of the respective Classes of the Class ___ Certificates will be deemed
reduced by their respective shares of any Appraisal Reduction Amount in respect
of the ______________ Loan Combination, which Appraisal Reduction Amount shall
be allocated to the Class ___-7, Class ___-6, Class ___-5, Class ___-4, Class
___-3, Class ___-2 and Class ___-1 Certificates, in that order, in each case up
to the related Class Principal Balance.

            "_________" means ______________________ or its successor in
interest.

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

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

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

            "Yield Maintenance Charge" shall mean the amount paid or payable, as
the context requires, as the result of a Principal Prepayment on, or other early
collection of principal of, a Mortgage Loan, which amount is not otherwise due
thereon in respect of principal or interest and has been calculated (based on
scheduled payments of interest and/or principal on such Mortgage Loan) to
compensate the holder for reinvestment losses based on the value of an interest
rate index at or near the time of prepayment. Any other prepayment premiums,
penalties and fees not so calculated will not be considered "Yield Maintenance
Charges". In addition, any Excess Defeasance Deposit Proceeds will not be
considered "Yield Maintenance Charges". In the event that a Yield Maintenance
Charge shall become due for any particular Serviced Mortgage Loan, the Master
Servicer shall be required to follow the terms and provisions contained in the
applicable Mortgage Note, provided, however, that, in the event the particular
Mortgage Note shall not specify the U.S. Treasuries which shall be used in
determining the discount rate or the reinvestment yield to be applied in such
calculation, the Master Servicer shall be required to use those U.S. Treasuries
which shall generate the lowest discount rate or reinvestment yield for the
purposes thereof. Accordingly, if either no U.S. Treasury issue, or more than
one U.S. Treasury issue, shall coincide with the term over which the Yield
Maintenance Charge shall be calculated (which depending on the applicable
Mortgage Note is based on the remaining average life of the subject Serviced
Mortgage Loan or the actual term remaining through the related Stated Maturity
Date or Anticipated Repayment Date, as applicable), the Master Servicer shall
use the applicable U.S. Treasury whose reinvestment yield is the lowest, with
such yield being based on the bid price for such issue as published in The Wall
Street Journal on the date that is 14 days prior to the date that the Yield
Maintenance Charge shall become due and payable (or, if such bid price is not
published on that date, the next preceding date on which such bid price is so
published) and converted to a monthly


                                      -125-



compounded nominal yield. The monthly compounded nominal yield ("MEY") is
derived from the reinvestment yield or discount rate and shall be defined as MEY
= (12 X [{(1+ "BEY"/2) ^1/6}-1]) X 100, where BEY is defined as the U.S.
Treasury Reinvestment Yield which is in decimal form and not in percentage, and
1/6 is the exponential power to which a portion of the equation is raised. For
example, using a BEY of 5.50%, the MEY = (12 X [{(1+ .055/2) ^ 0.16667}- 1]) X
100 where .055 is the decimal version of the percentage 5.5% and 0.16667 is the
decimal version of the exponential power. The MEY in the above calculation is
5.44%.

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

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

            SECTION 1.02.     General Interpretive Principles.

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

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

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

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

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

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

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


                                      -126-



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

            (a)     If any party hereto is reimbursed out of general collections
on the Mortgage Pool on deposit in the Pool Custodial Account for any
unreimbursed Advance that has been or is determined to be a Nonrecoverable
Advance (together with interest accrued and payable thereon pursuant to Section
3.11(g) or Section 4.03(d), as applicable, to the extent such interest was paid
hereunder from a source other than related Default Charges or Loss of Value
Payments), then (for purposes of calculating distributions on the Certificates),
subject to Section 1.03(e), each such reimbursement and payment of interest
shall be deemed to have been made:

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

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

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

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

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

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


                                      -127-



Distribution Amount for such Distribution Date shall exclude such payment or
other collection of principal; and (ii) in accordance with clause (c) of the
definition of "Adjusted Net Principal Distribution Amount", in order to
calculate the Adjusted Net Principal Distribution Amount for such Distribution
Date, the amount of such payment or other collection of principal shall be
subtracted from the Net Principal Distribution Amount for such Distribution
Date. In addition, for purposes of determining the respective portions of the
Adjusted Net Principal Distribution Amount for any Distribution Date that are
attributable to the two Loan Groups, the Trustee shall take into account whether
any payment or other collection of principal excluded from such Adjusted Net
Principal Distribution Amount in accordance with the preceding sentence relates
to a Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be, in Loan
Group No. 1 or Loan Group No. 2.

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


                                      -128-



Net Principal Distribution Amount in accordance with the foregoing sentences of
this Section 1.03(c) relates to a Trust Mortgage Loan or REO Trust Mortgage
Loan, as the case may be, in Loan Group No. 1 or Loan Group No. 2; provided
that, if the Nonrecoverable Advance or interest thereon to which such Recovered
Amount corresponds was deemed reimbursed or paid, as the case may be, out of
payments and other collections of principal attributable to both Loan Groups,
then such Recovered Amount shall be deemed allocated to the two Loan Groups, in
each case up to the amount of payments and other collections of principal
attributable thereto that were deemed applied to reimburse or pay, as the case
may be, such Nonrecoverable Advance or interest thereon, in the reverse order
contemplated by Section 1.03(a).

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

            (e)     Notwithstanding anything to the contrary contained herein,
no amounts otherwise distributable with respect to the Class ___ Certificates on
any Distribution Date may be applied to reimburse any Advance with respect to,
or to pay any Additional Trust Fund Expense that is related or allocable to, any
Mortgage Loan or REO Property (other than the ______________ Trust Mortgage Loan
or any related REO Property). Also notwithstanding anything to the contrary
contained herein, no amounts otherwise distributable with respect to the Class
___ Certificates on any Distribution Date may be applied to reimburse any
Advance with respect to, or to pay any Additional Trust Fund Expense that is
related or allocable to, any Mortgage Loan or REO Property (other than the
______________ Loan Combination or any related REO Property in accordance with
the ______________ Co-Lender Agreement). Accordingly, in no event may the
reimbursement of Nonrecoverable Advances with respect to, or the payment of
Additional Trust Fund Expenses that are related to, Mortgage Loans and REO
Properties (other than the ______________ Trust Mortgage Loan, the
______________ Loan Combination or any related REO Properties) affect the Class
___ or Class ___ Principal Distribution Amount or result in a reduction of the
Class ___ or Class ___ Available Distribution Amount for such Distribution Date.


                                      -129-



                                   ARTICLE II

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

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

            (a)     It is the intention of the parties hereto that: (i) a common
law trust be established pursuant to this Agreement and the laws of the State of
New York; and (ii) such trust be designated as "LB-UBS Commercial Mortgage Trust
200_-C_". _______________ is hereby appointed, and does hereby agree, to act as
Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the
exclusive use and benefit of all present and future Certificateholders.

            The Depositor, concurrently with the execution and delivery hereof,
does hereby assign, sell, transfer, set over and otherwise convey to the Trustee
in trust, without recourse, for the benefit of the Certificateholders, all the
right, title and interest of the Depositor in, to and under (i) the Trust
Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, (iii)
the respective Co-Lender Agreements; and (iv) all other assets included or to be
included in the Trust Fund. Such assignment includes all interest and principal
received or receivable on or with respect to the Trust Mortgage Loans and due
after the Cut-off Date and, in the case of each Trust Mortgage Loan that is part
of a Loan Combination, is subject to the provisions of the related Co-Lender
Agreement. With respect to each Trust Mortgage Loan that is part of a Loan
Combination, the Trustee, on behalf of the Trust, assumes the obligations of the
holder of such Trust Mortgage Loan and the related Mortgage Note under, and
agrees to be bound by, the related Co-Lender Agreement.

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

            The Trust Fund shall constitute the sole assets of the Trust. Except
as expressly provided herein, the Trust may not issue or invest in additional
securities, borrow money or make loans to other Persons. The fiscal year end of
the Trust shall be December 31.

            (b)     In connection with the Depositor's assignment pursuant to
Section 2.01(a) above, the Depositor shall, in the case of each Lehman Trust
Mortgage Loan, deliver to and deposit with, and the UBS Mortgage Loan Seller has
(pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreed, in the
case of each UBS Trust Mortgage Loan, to deliver to and deposit with, on or
before the Closing Date: (i) the Trustee or a Custodian appointed thereby, the
Mortgage File for such Trust Mortgage Loan, with copies of each Mortgage File to
be delivered by the Trustee to, upon request, the Master Servicer (and at the
expense of the Trustee and not at the expense of the Trust Fund), within 10
Business Days of such request; and (ii) the Master Servicer (or, at the
direction of the Master Servicer, to the appropriate Sub-Servicer), all
unapplied Escrow Payments and Reserve Funds in the possession or under the
control of the Depositor or the UBS Mortgage Loan Seller, as the case may be,
that relate to such Trust Mortgage Loan (except in the case of an Outside
Serviced Trust Mortgage Loan). None of the Trustee, any Custodian, the Master
Servicer or the Special Servicer shall be liable for any failure by a Mortgage
Loan Seller or the Depositor to comply with the document delivery requirements
of the respective Mortgage Loan Purchase Agreements and this Section 2.01(b). In


                                      -130-



addition, the Depositor shall, in the case of each Outside Serviced Trust
Mortgage Loan, deliver to and deposit with the Trustee or a Custodian appointed
thereby, within 45 days of the Closing Date, a copy of the documents referred to
in clauses (a)(ii) through (a)(viii) of the definition of "Mortgage File."

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

            (c)     The Depositor hereby covenants that it shall retain with
respect to each Lehman Trust Mortgage Loan (other than the Outside Serviced
Trust Mortgage Loans), and the UBS Mortgage Loan Seller has covenanted in the
UBS/Depositor Mortgage Loan Purchase Agreement that it shall retain with respect
to each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage
Loan), an Independent Person (each such Person, a "Recording Agent") through
which the Depositor or the UBS Mortgage Loan Seller, as applicable, shall: (i)
promptly (and in any event within 45 days following the later of the Closing
Date and the date on which all necessary recording information is available to
the subject Recording Agent) submit for recording in the appropriate public
office for real property records each related assignment of Mortgage and
assignment of Assignment of Leases in favor of, and delivered under clause
(a)(iv) of the definition of "Mortgage File" to, the Trustee; and (ii) cause
each such assignment of Mortgage and assignment of Assignment of Leases to be
delivered to the Trustee following its return by the appropriate public office
for real property records, with copies of any such returned assignments to be
delivered by the Trustee to the Master Servicer, at the expense of the Depositor
(in the case of Lehman Trust Mortgage Loans) or the UBS Mortgage Loan Seller (in
the case of UBS Trust Mortgage Loans), as applicable, at least every 90 days
after the Closing Date (or at such additional times upon the request of the
Master Servicer if reasonably necessary for the ongoing administration and/or
servicing of the related Serviced Trust Mortgage Loan by the Master Servicer);
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 a certified copy of the recorded original.

            Notwithstanding the foregoing, the Depositor may, in the case of a
Lehman Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan),
and the UBS Mortgage Loan Seller may, in the case of a UBS Trust Mortgage Loan
(other than an Outside Serviced Trust Mortgage Loan), request the Trustee to
submit for recording any of the assignments of Mortgage and/or assignments of
Assignment of Leases referred to in the prior paragraph, 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 submit for
recording or filing any such document upon its receipt thereof.

            Each assignment of Mortgage and assignment of Assignment of Leases
referred to in the prior two paragraphs that is submitted for recording shall
reflect that it should be returned by the public recording office to the Trustee
or its agent following recording; provided that, in those instances where the
public recording office retains the original assignment of Mortgage or
assignment of Assignment of Leases, the Trustee shall obtain therefrom a
certified copy of the recorded original. At least every 90 days after the
Closing Date (or at additional times upon the request of the Master Servicer if
reasonably necessary for the ongoing administration and/or servicing of the
related Trust Mortgage Loan by the Master Servicer) and at the expense of the
Depositor (in the case of a Lehman Trust Mortgage Loan (other than an Outside
Serviced Trust Mortgage Loan)) or the UBS Mortgage Loan Seller (in the case of


                                      -131-



a UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan)),
the Trustee shall forward to the Master Servicer a copy of any of the
aforementioned assignments of Mortgage and/or assignments of Assignment of
Leases that have been received by the Trustee.

            The Depositor shall bear the out-of-pocket costs and expenses of the
recording referred to in the first two paragraphs of this Section 2.01(c) with
respect to the Lehman Trust Mortgage Loans (other than the Outside Serviced
Trust Mortgage Loans), and the UBS/Depositor Mortgage Loan Purchase Agreement
provides that the UBS Mortgage Loan Seller shall bear the out-of-pocket costs
and expenses of the recording referred to in the first two paragraphs of this
Section 2.01(c) with respect to the UBS Trust Mortgage Loans (other than the
Outside Serviced Trust Mortgage Loans).

            If any of the assignments of Mortgage and/or assignments of
Assignment of Leases referred to in the first two paragraphs of this Section
2.01(c) relating to a UBS Trust Mortgage Loan (other than an Outside Serviced
Trust Mortgage Loan) is lost or returned unrecorded 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 assignments of Mortgage and/or assignments of Assignment of Leases referred
to in the first two paragraphs of this Section 2.01(c) relating to a Lehman
Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan) is lost
or returned unrecorded 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.

            In addition to the foregoing, the Trustee shall retain an
Independent Person (such Person, the "Filing Agent"), at the expense of
Anthracite Capital, Inc., pursuant to a letter agreement dated the Closing Date
(the "Filing Letter Agreement") between Anthracite Capital, Inc., the
Underwriters and the Trustee, and the Trustee shall, with respect to each Trust
Mortgage Loan, through the Filing Agent: (i) promptly (and in any event within
45 days following the later of the Closing Date and the date on which all
necessary filing information is available to such Filing Agent) file in the
appropriate public office for UCC Financing Statements, each related assignment
of UCC Financing Statement prepared by or on behalf of the Depositor (with
respect to each Lehman Trust Mortgage Loan) or by or on behalf of the UBS
Mortgage Loan Seller (with respect to each UBS Trust Mortgage Loan), in favor
of, and delivered pursuant to clause (a)(xiv) of the definition of "Mortgage
File" to, the Trustee; and (ii) cause each such assignment of UCC Financing
Statement to be delivered to the Trustee following its return by the appropriate
public filing office for UCC Financing Statements, with copies of any such
returned assignments to be delivered by the Trustee to the Master Servicer, at
the expense of the Depositor (in the case of Lehman Trust Mortgage Loans) or the
UBS Mortgage Loan Seller (in the case of UBS Trust Mortgage Loans), as
applicable, at least every 90 days after the Closing Date (or at such additional
times upon the request of the Master Servicer if reasonably necessary for the
ongoing administration and/or servicing of the related Trust Mortgage Loan by
the Master Servicer). Each assignment of UCC Financing Statement referred to in
the prior sentence that is filed by or on behalf of the Trustee shall reflect
that the file copy thereof should be returned to the Trustee or its agent
following filing. The Depositor (with respect to the Lehman Trust Mortgage
Loans) hereby agrees, and the UBS Mortgage Loan Seller (with respect to the UBS
Trust Mortgage Loans) has agreed pursuant to the UBS/Depositor Mortgage Loan
Purchase Agreement, to reasonably cooperate with the Trustee (and the Filing
Agent)


                                      -132-



with respect to the filing of the assignments of UCC Financing Statements as
described in this paragraph and to forward to the Trustee filing confirmation,
if any, received by such party in connection with assignments of UCC Financing
Statements filed in accordance with this paragraph.

            Notwithstanding the foregoing, to the extent the Trustee provides
Anthracite Capital, Inc., pursuant to the Filing Letter Agreement, with an
invoice for the expenses (i) reasonably to be incurred in connection with the
filings referred to in the preceding paragraph and (ii) required to be paid by
Anthracite Capital, Inc. pursuant to the Filing Letter Agreement, and such
expenses are not paid by Anthracite Capital, Inc. in advance of such filings,
the Trustee, at the expense of the Depositor (with respect to each Lehman Trust
Mortgage Loan) and the UBS Mortgage Loan Seller (with respect to each UBS Trust
Mortgage Loan), shall only be required to cause the Filing Agent to file the
assignments of UCC Financing Statements with respect to Trust Mortgage Loans
secured by hotel or hospitality properties.

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

            The Master Servicer shall review the documents with respect to each
Serviced Trust Mortgage Loan delivered by the Depositor or the UBS Mortgage Loan
Seller pursuant to or as contemplated by the immediately preceding paragraph and
provide the Depositor or the UBS Mortgage Loan Seller, as applicable, as well as
the Controlling Class Representative and the Special Servicer, with a
certificate (the "Master Servicer Certification") within 90 days of the Closing
Date acknowledging its (or, if the Master Servicer has directed that such
documents be delivered only to the applicable Sub-Servicer, the applicable
Sub-Servicer's) receipt as of the date of the Master Servicer Certification of
such documents actually received; provided that such review shall be limited to
identifying the document received, the Serviced Trust Mortgage Loan to which it
purports to relate, that it appears regular on its face and that it appears to
have been executed (where appropriate). Notwithstanding anything to the contrary
set forth herein, to the extent the Depositor or the UBS Mortgage Loan Seller,
as applicable, has not been notified in writing of its failure to deliver any
document with respect to a Serviced Trust Mortgage Loan required to be delivered
pursuant to or as contemplated by the immediately preceding paragraph prior to
the date occurring 18 months following the date of the Master Servicer
Certification, the Depositor or the UBS Mortgage Loan Seller, as applicable,
shall have no obligation to provide such document.

            In addition, pursuant to the related Mortgage Loan Purchase
Agreement, each Mortgage Loan Seller will be required to deliver, on the Closing
Date, to the Master Servicer for deposit in the Pool Custodial Account, the
Initial Deposit relating to each Initial Deposit Mortgage Loan, if any, being


                                      -133-



sold by such Mortgage Loan Seller. The Master Servicer shall hold all documents
and records received by it in accordance with this Section 2.01(d) (as well as
any funds received by it pursuant to Section 2.01(b)) on behalf of the Trustee
in trust for the benefit of the Certificateholders (and, insofar as they also
relate to any Serviced Non-Trust Mortgage Loan, on behalf of and for the benefit
of the related Serviced Non-Trust Mortgage Loan Noteholder).

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

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

            SECTION 2.02.     Acceptance of Trust Fund by Trustee.

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

            (b)     The Trustee or a Custodian on its behalf shall review the
documents delivered to it or such Custodian with respect to each Mortgage Loan
(such review to be conducted with respect to each document so delivered, prior
to the date that a certification or deemed certification, as applicable, is
required to be delivered in accordance with the following sentence), and the
Trustee shall, or shall cause a Custodian on its behalf to, subject to Sections
2.01, 2.02(c) and 2.02(d), certify (at the times and in the


                                      -134-



manner set forth below) to each of the other parties hereto, each Mortgage Loan
Seller and each Underwriter and, in the case of a Serviced Non-Trust Mortgage
Loan, to the related Serviced Non-Trust Mortgage Loan Noteholder(s), that, as to
each Mortgage Loan then subject to this Agreement (except as specifically
identified in any exception report annexed to such certification or delivered
with a deemed certification, as applicable): (A) all documents specified in
clauses (a)(i) through (a)(viii) and (a)(xiv) (without regard to the second
parenthetical in such clause (a)(xiv)) of the definition of "Mortgage File" or,
in the case of an Outside Serviced Trust Mortgage Loan, in clauses (b)(i)
through (b)(iii) of the definition of "Mortgage File", are in its possession or
the possession of a Custodian on its behalf; (B) the recordation/filing
contemplated by Section 2.01(c) (except in the case of an Outside Serviced Trust
Mortgage Loan) has been completed (based solely on receipt by the Trustee or by
a Custodian on its behalf of the particular recorded/filed documents); (C) 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 (1) appear
regular on their face (handwritten additions, changes or corrections shall not
constitute irregularities if initialed by the Mortgagor), (2) appear to have
been executed (where appropriate) and (3) purport to relate to such Mortgage
Loan; and (D) based on the examinations referred to in Section 2.02(a) above and
this Section 2.02(b) and only as to the foregoing documents, the information set
forth in the Trust Mortgage Loan Schedule with respect to the items specified in
clauses (v) and (vi)(B) of the definition of "Trust Mortgage Loan Schedule"
accurately reflects the information set forth in the Mortgage File. The
certification referred to in the first sentence of this Section 2.02(b) shall be
delivered in writing, substantially in the form of Exhibit C hereto (with an
exception report annexed thereto), on or about (i) the 60th day following the
Closing Date and (ii) if any exceptions are noted, upon the earliest to occur of
(X) the second anniversary of the Closing Date, (Y) the day on which all
material exceptions have been removed and (Z) the day on which the Depositor has
repurchased the last affected Trust Mortgage Loan); provided that, if any
exceptions are noted following the initial certification in clause (i) of this
sentence, then the Trustee may deliver subsequent certifications in the form of
an updated exception report, on or about the 90th day following the Closing Date
and monthly thereafter until the final certification in clause (ii) of this
sentence is delivered (and upon and by delivery of each such updated exception
report the Trustee shall be deemed to have made the certifications set forth in
clauses (A) through (D) of the first sentence of this Section 2.02(b) as to each
Mortgage Loan then subject to this Agreement, except as specifically identified
in such updated exception report). If the Trustee's obligation to deliver the
certifications contemplated in this subsection terminates because two years have
elapsed since the Closing Date, the Trustee shall (or shall cause a Custodian on
its behalf to) deliver a comparable certification, upon request, to any party
hereto, any Serviced Non-Trust Mortgage Loan Noteholder and/or any Underwriter.

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

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


                                      -135-



case of an Outside Serviced Trust Mortgage Loan, in clauses (b)(i) through
(b)(iii)) of the definition of "Mortgage File" have been received and such
additional information as will be necessary for delivering the certifications
required by Sections 2.02(a) and (b) above.

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

            (a)     If any party hereto (other than the Depositor) discovers or
receives written notice, with respect to any Trust Mortgage Loan, that (i) any
document (A) constituting a part of the related Mortgage File pursuant to
clauses (a)(i) through (a)(x) (or, in the case of an Outside Serviced Trust
Mortgage Loan, clause (b)(i)) of the definition of "Mortgage File", (B)
specifically set forth on Schedule XI hereto (in the case of a Lehman Trust
Mortgage Loan only) or (C) specifically set forth on Exhibit D to the
UBS/Depositor Mortgage Loan Purchase Agreement (in the case of a UBS Trust
Mortgage Loan only), in any event has not been executed (if applicable) or is
missing (each, a "Document Defect") or (ii) there exists a breach of any
representation or warranty of the UBS Mortgage Loan Seller made pursuant to
Section 3(b) of the UBS/Depositor Mortgage Loan Purchase Agreement with respect
to any UBS Trust Mortgage Loan (a "Breach") or a breach of any representation or
warranty of the Depositor made pursuant to Section 2.04(b) hereof with respect
to any Lehman Trust Mortgage Loan (also, a "Breach"), then such party shall give
prompt written notice thereof to each Rating Agency, the related Mortgage Loan
Seller, the other parties hereto and the Controlling Class Representative. If
the Depositor (in the case of a Lehman Trust Mortgage Loan) or the UBS Mortgage
Loan Seller (in the case of a UBS Trust Mortgage Loan) receives written notice
or obtains actual knowledge of a Document Defect or a Breach and such Document
Defect or Breach with respect to any Trust Mortgage Loan, as of the date
specified in the fourth paragraph of this Section 2.03(a), materially and
adversely affects the value of such Trust Mortgage Loan, then such Document
Defect shall constitute a "Material Document Defect" or such Breach shall
constitute a "Material Breach", as the case may be. In the event the Depositor
obtains actual knowledge of a Material Document Defect or Material Breach, then
the Depositor shall deliver written notification to the Trustee with respect
thereto.

            Promptly upon becoming aware of any such Material Document Defect or
Material Breach with respect to a UBS Trust Mortgage Loan, the Trustee shall
deliver a Seller/Depositor Notification to the UBS Mortgage Loan Seller, the
Master Servicer and the Special Servicer and shall require the UBS Mortgage Loan
Seller, within the time period and subject to the conditions provided for in the
UBS/Depositor Mortgage Loan Purchase Agreement, except as otherwise contemplated
by Sections 2.03(d) and 2.03(e), to cure such Material Document Defect or
Material Breach, as the case may be, in all material respects, or repurchase the
affected Trust Mortgage Loan or any related REO Property (or, in the case of an
REO Property related to a Loan Combination, the Trust's interest therein) at the
applicable Purchase Price by wire transfer of immediately available funds to the
Pool Custodial Account. Promptly upon becoming aware of any such Material
Document Defect or Material Breach with respect to a Lehman Trust Mortgage Loan,
the Trustee shall deliver a Seller/Depositor Notification to the Depositor, the
Master Servicer and the Special Servicer, and the Depositor shall, subject to
Sections 2.03(d), 2.03(e) and 2.03(f), (A) not later than (1) 90 days after the
Depositor and the Trustee have agreed upon the existence of such Material
Document Defect or Material Breach or (2) 60 days after an arbitration panel
makes a binding determination, in accordance with the provisions of Section
2.03(i), that a Material Document Defect or Material Breach exists or (B) in the
case of a Material Document Defect or Material Breach that affects whether a
Lehman Trust Mortgage Loan is or will continue to be a "qualified mortgage"
within the meaning of the REMIC Provisions (a "Qualified


                                      -136-



Mortgage"), not later than 90 days following the discovery by any party of such
Material Document Defect or Material Breach (and such 90-day or 60-day period,
as applicable, in the case of clause (A)(1), (A)(2) or (B) (with respect to a
Lehman Trust Mortgage Loan), and any "Initial Resolution Period", as defined in
the UBS/Depositor Mortgage Loan Purchase Agreement (with respect to a UBS Trust
Mortgage Loan), as applicable, are each referred to herein as an "Initial
Resolution Period"), (i) cure such Material Document Defect or Material Breach,
as the case may be, in all material respects (which cure shall include payment
of any out-of-pocket expenses that are reasonably incurred and directly
attributable to pursuing such a claim based on such Material Document Defect or
Material Breach associated therewith) or (ii) if any such Material Document
Defect or Material Breach, as the case may be, cannot be cured within the
Initial Resolution Period, repurchase the affected Lehman Trust Mortgage Loan or
any related REO Property (or, in the case of an REO Property related to a Loan
Combination, the Trust's interest therein) at the applicable Purchase Price by
wire transfer of immediately available funds to the Pool Custodial Account;
provided, however, that if (w) such Material Document Defect or Material Breach
is capable of being cured but not within the Initial Resolution Period, (x) such
Material Document Defect or Material Breach, as the case may be, does not affect
whether any Lehman Trust Mortgage Loan is a Qualified Mortgage, (y) the
Depositor has commenced and is diligently proceeding with the cure of such
Material Document Defect or Material Breach, as the case may be, within the
Initial Resolution Period, and (z) the Depositor shall have delivered to the
Trustee an Officer's Certificate confirming that such Material Breach or
Material Document Defect, as the case may be, is not capable of being cured
within the applicable Initial Resolution Period, setting forth what actions the
Depositor is pursuing in connection with the cure thereof and stating that the
Depositor anticipates that such Material Breach or Material Document Defect, as
the case may be, will be cured within an additional period not to exceed either
90 days beyond the end of the applicable Initial Resolution Period (in the event
the Depositor and the Trustee have agreed upon the existence of such Material
Document Defect or Material Breach as described in clause (A)(1) of the second
sentence of this paragraph) or 45 days beyond the end of the applicable Initial
Resolution Period (in the event an arbitration panel has made a binding
determination, as described in clause (A)(2) of the second sentence of this
paragraph, that a Material Document Defect or Material Breach exists), then the
Depositor shall have such additional 90-day period or 45-day period, as the case
may be (such additional 90-day period or 45-day period, as the case may be (with
respect to a Lehman Trust Mortgage Loan), and any "Resolution Extension Period",
as defined in the UBS/Depositor Mortgage Loan Purchase Agreement (with respect
to a UBS Trust Mortgage Loan), as applicable, are each referred to herein as a
"Resolution Extension Period"), to complete such cure or, failing such, to
repurchase the affected Trust Mortgage Loan (or the related Mortgaged Property);
and provided, further, that, if any such Material Document Defect is still not
cured after the applicable Initial Resolution Period and any such applicable
Resolution Extension Period solely due to the failure of the Depositor to have
received a recorded document, then the Depositor shall be entitled to continue
to defer its cure and repurchase obligations in respect of such Material
Document Defect so long as the Depositor certifies to the Trustee every six
months thereafter that the Material Document Defect is still in effect solely
because of its failure to have received the recorded document and that the
Depositor is diligently pursuing the cure of such defect (specifying the actions
being taken). The parties acknowledge that neither delivery of a certification
or schedule of exceptions to the Depositor (in the case of a Lehman Trust
Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a UBS Trust
Mortgage Loan) pursuant to Section 2.02(b) or otherwise nor possession of such
certification or schedule by the Depositor (in the case of a Lehman Trust
Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a UBS Trust
Mortgage Loan) shall, in and of itself, constitute delivery of notice of any
Material Document Defect or Material Breach or knowledge


                                      -137-



or awareness by the Depositor or the UBS Mortgage Loan Seller, as the case may
be, of any Material Document Defect or Material Breach.

            If, during the period of deferral by the Depositor of its cure and
repurchase obligations as contemplated by the last proviso of the penultimate
sentence of the preceding paragraph, or during any comparable deferral by the
UBS Mortgage Loan Seller of its cure and repurchase obligations as provided in
Section 5 of the UBS/Depositor Mortgage Loan Purchase Agreement, as applicable,
the Trust Mortgage Loan that is the subject of the Material Document Defect
either becomes a Specially Serviced Trust Mortgage Loan or becomes the subject
of a proposed or actual assumption of the obligations of the related Mortgagor
under such Trust Mortgage Loan, then (i) any party to this Agreement that
becomes aware of such event shall deliver a Seller/Depositor Notification to
such effect (unless a Seller/Depositor Notification with respect to such event
has already been delivered by another party) to the Master Servicer, the Special
Servicer, the Trustee, the Depositor (in the case of a Lehman Trust Mortgage
Loan) and the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage
Loan), and (ii) the Trustee, upon becoming aware of such event, shall deliver a
Seller/Depositor Notification to the Master Servicer, the Special Servicer, the
Depositor (in the case of a Lehman Trust Mortgage Loan) and the UBS Mortgage
Loan Seller (in the case of a UBS Trust Mortgage Loan), providing notice of such
event and directing the Depositor or the UBS Mortgage Loan Seller, as
applicable, to cure the subject Material Document Defect within 15 days of
receipt of such Seller/Depositor Notification. If, upon the expiration of such
15-day period, the Depositor or the UBS Mortgage Loan Seller, as applicable, has
failed to cure the subject Material Document Defect, the Master Servicer or the
Special Servicer, as applicable, shall be entitled (but not obligated) to
perform the obligations of the Depositor or the UBS Mortgage Loan Seller, as
applicable, with respect to curing the subject Material Document Defect; and,
upon electing to perform such obligations, the Master Servicer or the Special
Servicer, as applicable, shall promptly deliver a Seller/Depositor Notification
to such effect. In connection with the preceding sentence, the Depositor will,
and the UBS Mortgage Loan Seller will be obligated under the UBS/Depositor
Mortgage Loan Purchase Agreement to, pay all reasonable actual out-of-pocket
costs and expenses in connection with the applicable servicer's effecting such
cure.

            Provided that any Seller/Depositor Notification with respect to a
Material Document Defect or Material Breach is received by the Depositor (in the
case of a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the
case of a UBS Trust Mortgage Loan), in accordance with the provisions of this
Section 2.03, within 24 months of the Closing Date, the material and adverse
effect of the subject Document Defect or Breach shall be determined as of the
date of the Mortgage Loan Purchase Agreements. After the expiration of 24 months
following the Closing Date, the material and adverse effect of any Document
Defect or Breach that was not the subject of another Seller/Depositor
Notification received by the Depositor (in the case of a Lehman Trust Mortgage
Loan) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage
Loan), in accordance with the provisions of this Section 2.03, within 24 months
of the Closing Date, shall be determined as of the date of such Seller/Depositor
Notification.

            If, in connection with any Material Breach, the Depositor is
obligated to repurchase any Lehman Trust Mortgage Loan pursuant to this Section
2.03, and/or the UBS Mortgage Loan Seller is obligated to repurchase any UBS
Trust Mortgage Loan pursuant to the UBS/Depositor Mortgage Loan Purchase
Agreement, then such obligation shall extend to any REO Trust Mortgage Loan with
respect thereto; provided that (i) the subject Material Breach existed as to the
subject predecessor Trust Mortgage Loan prior to the date the related Mortgaged
Property became an REO Property or within 90


                                      -138-



days thereafter, and (ii) the party having the repurchase obligation had
received, no later than 90 days following the date on which the related
Mortgaged Property became an REO Property, a Seller/Depositor Notification from
the Trustee regarding the occurrence of the subject Material Breach and
directing such party to repurchase the subject Trust Mortgage Loan.

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

            (c)     If one or more (but not all) of the Trust Mortgage Loans
constituting a Cross-Collateralized Group are to be repurchased by the Depositor
or the UBS Mortgage Loan Seller as contemplated by this Section 2.03, then,
prior to the subject repurchase, the Depositor or the UBS Mortgage Loan Seller,
as the case may be, or its designee shall use its reasonable efforts, subject to
the terms of the related Trust Mortgage Loan(s), to prepare and, to the extent
necessary and appropriate, have executed by the related Mortgagor and record,
such documentation as may be necessary to terminate the cross-collateralization
between the Trust Mortgage Loan(s) in such Cross-Collateralized Group that are
to be repurchased, on the one hand, and the remaining Trust Mortgage Loan(s)
therein, on the other hand, such that those two groups of Trust Mortgage Loans
are each secured only by the Mortgaged Properties identified in the Trust
Mortgage Loan Schedule as directly corresponding thereto; provided that no such
termination shall be effected unless and until (i) the Controlling Class
Representative, if one is then acting, has consented (which consent shall not be
unreasonably withheld and shall be deemed to have been given if no written
objection is received by the Depositor or the UBS Mortgage Loan Seller, as the
case may be, within ten (10) Business Days of the Controlling Class
Representative's receipt of a written request for such consent) and (ii) the
Trustee has received from the Depositor or the UBS Mortgage Loan Seller, as the
case may be, (A) an Opinion of Counsel to the effect that such termination would
not cause an Adverse REMIC Event to occur with respect to any REMIC Pool or an
Adverse Grantor Trust Event to occur with respect to the Grantor Trust and (B)
written confirmation from each Rating Agency that such termination would not
cause an Adverse Rating Event to occur with respect to any Class of
Certificates; and provided, further, that the Depositor, in the case of Lehman
Trust Mortgage Loans, or the UBS Mortgage Loan Seller, in the case of UBS Trust
Mortgage


                                      -139-



Loans, may, at its option, purchase the entire subject Cross-Collateralized
Group in lieu of effecting a termination of the cross-collateralization. All
costs and expenses incurred by the Trustee or any Person on its behalf pursuant
to this paragraph shall be included in the calculation of the Purchase Price for
the Trust Mortgage Loan(s) to be repurchased. If the cross-collateralization of
any Cross-Collateralized Group is not or cannot be terminated as contemplated by
this paragraph, then, for purposes of (i) determining whether the subject Breach
or Document Defect, as the case may be, materially and adversely affects the
value of such Cross-Collateralized Group and (ii) the application of remedies,
such Cross-Collateralized Group shall be treated as a single Trust Mortgage
Loan.

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

            (e)     Subject to the penultimate sentence of this paragraph and
subject to Section 2.03(d), if the Depositor determines that a Material Breach
(other than a Material Breach of a representation or warranty on the part of the
Depositor set forth in, or made pursuant to, paragraph (xvii) of Schedule II
hereto) or a Material Document Defect with respect to a Lehman Trust Mortgage
Loan is not capable of being cured in accordance with Section 2.03(a), or the
UBS Mortgage Loan Seller determines that a Material Breach (other than a
Material Breach of a representation or warranty on the part of the UBS Mortgage
Loan Seller set forth in, or made pursuant to, paragraph (xvii) of Exhibit B to
the UBS/Depositor Mortgage Loan Purchase Agreement) or Material Document Defect
with respect to a UBS Trust Mortgage Loan is not capable of being cured in
accordance with Section 5(a) of the UBS/Depositor Mortgage Loan Purchase
Agreement, then in lieu of repurchasing such Trust Mortgage Loan the Depositor
or the UBS Mortgage Loan Seller, as the case may be, may, at its sole option,
pay a cash amount equal to the loss of value (each such payment, a "Loss of
Value Payment") with respect to such Trust Mortgage Loan, which loss of value is
directly attributed to such Material Breach or Material


                                      -140-



Document Defect, as the case may be. The amount of each such Loss of Value
Payment shall be determined either (i) by mutual agreement of the Special
Servicer on behalf of the Trust with respect to the subject Material Breach or
Material Document Defect, as the case may be, and either the Depositor or the
UBS Mortgage Loan Seller, as the case may be, or (ii) by an arbitration panel
pursuant to a binding arbitration proceeding in accordance with Section 2.03(i);
provided that, in the event there is an arbitration proceeding for determining
the existence of a Material Breach or a Material Document Defect with respect to
any Trust Mortgage Loan, such an arbitration proceeding must also include a
determination of the amount of the loss of value to such Trust Mortgage Loan
directly attributed to such Material Breach or such Material Document Defect, as
the case may be. Provided that such payment is made, this paragraph describes
the sole remedy available to the Certificateholders and the Trustee on their
behalf regarding any such Material Breach or Material Document Defect and
neither the Depositor (in the case of a Lehman Trust Mortgage Loan) nor the UBS
Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan) shall be
obligated to otherwise cure such Material Breach or Material Document Defect or
repurchase the affected Mortgage Loan based on such Material Breach or Material
Document Defect under any circumstances. Notwithstanding the foregoing
provisions of this Section 2.03(e), if 95% or more of the loss of value to a
Mortgage Loan was caused by a Material Breach or Material Document Defect, which
Material Breach or Material Document Defect is not capable of being cured, then
this Section 2.03(e) shall not apply, and the Depositor (in the case of a Lehman
Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a UBS Trust
Mortgage Loan) shall be obligated to repurchase the affected Mortgage Loan at
the applicable Purchase Price in accordance with Section 2.03(a); and,
furthermore, neither the Depositor nor the UBS Mortgage Loan Seller shall have
the option of delivering Loss of Value Payments in connection with any Material
Breach relating to a Trust Mortgage Loan's failure to be a Qualified Mortgage.
In the event there is a Loss of Value Payment made by the Depositor or the UBS
Mortgage Loan Seller, as the case may be, in accordance with this Section
2.03(e), the amount of such Loss of Value Payment shall be deposited into the
Loss of Value Reserve Fund to be applied in accordance with Section 3.05(e).

            In the event the amount of any Loss of Value Payment is determined
by an arbitration panel pursuant to a binding arbitration proceeding in
accordance with Section 2.03(i), then such Loss of Value Payment shall also
include the payment of any costs and expenses (including costs incurred in
establishing the amount of any related loss of value to the subject Trust
Mortgage Loan, including reasonable legal fees) that are reasonably incurred in
good faith by the Master Servicer, the Special Servicer and/or the Trustee (on
behalf of the Trust) in enforcing the rights of the Trust against the Depositor
or the UBS Mortgage Loan Seller with respect to the subject Material Breach or
Material Document Defect, as the case may be; provided that, if the Depositor
(with respect to a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller
(with respect to a UBS Trust Mortgage Loan) tenders a loss of value payment in a
specified amount in connection with a Material Breach or Material Document
Defect prior to the institution of arbitration proceedings and that offer is
rejected, and if an amount equal to or less than the loss of value payment
originally tendered by the Depositor or the UBS Mortgage Loan Seller, as the
case may be, is ultimately determined by an arbitration panel pursuant to a
binding arbitration proceeding, in accordance with Section 2.03(i), to be the
actual amount of the Loss of Value Payment attributed to such Material Breach or
Material Document Defect, as the case may be, then that Loss of Value Payment
shall not include the payment of any costs or expenses incurred in enforcing the
rights of the Trust against the Depositor or the UBS Mortgage Loan Seller, as
the case may be, with respect to the subject Material Breach or Material
Document Defect, as the case may be; and provided, further, that, if the Special
Servicer requests a loss of value payment from the Depositor or the UBS Mortgage
Loan Seller, as the case may be, of a specified amount in connection with a
Material


                                      -141-



Breach or Material Document Defect, as the case may be, and the Depositor or the
UBS Mortgage Loan Seller, as the case may be, refuses to pay that amount, and if
an amount equal to or greater than the loss of value payment originally
requested by the Special Servicer is ultimately determined by an arbitration
panel pursuant to a binding arbitration proceeding, in accordance with Section
2.03(i), to be the actual Loss of Value Payment attributable to such Material
Document Defect or Material Breach, then that Loss of Value Payment shall also
include the payment of any costs or expenses reasonably incurred in good faith
in enforcing the rights of the Trust against the Depositor or the UBS Mortgage
Loan Seller with respect to the subject Material Breach or Material Document
Defect, as the case may be; and provided, further, that, if the Depositor (with
respect to a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller (with
respect to a UBS Trust Mortgage Loan) tenders a loss of value payment in
connection with a Material Breach or Material Document Defect, as the case may
be, in a specified amount, and the Special Servicer rejects such tender and
requests a greater loss of value payment amount, and an amount in between the
respective amounts tendered and requested is ultimately determined by an
arbitration panel pursuant to a binding arbitration proceeding, in accordance
with Section 2.03(i), to be the actual Loss of Value Payment attributable to
such Material Breach or Material Document Defect, as the case may be, then that
Loss of Value Payment shall also include the payment of an amount equal to the
product of (i) all costs and expenses reasonably incurred in connection with
that arbitration proceeding, multiplied by (ii) a fraction, the numerator of
which is the excess of the amount determined by that arbitration proceeding over
the amount tendered by the Depositor or the UBS Mortgage Loan Seller, as the
case may be, and the denominator of which is the excess of the amount requested
by the Special Servicer over the amount tendered by the Depositor or the UBS
Mortgage Loan Seller, as the case may be. Notwithstanding the foregoing, in the
event any Loss of Value Payment is determined by the parties hereto by mutual
agreement (and not by an arbitration proceeding), that Loss of Value Payment
shall not include any costs and expenses incurred by the Master Servicer, the
Special Servicer or the Trustee unless such costs and expenses were specifically
included in such mutual agreement.

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

            (g)     In connection with any purchase or repurchase of a Trust
Mortgage Loan pursuant to or otherwise as contemplated by this Section 2.03, the
Trustee, the Custodian, the Master Servicer and the Special Servicer shall each
tender to the purchasing/repurchasing entity, upon delivery to each of them of a
receipt executed by the purchasing/repurchasing entity, all portions of the
Mortgage File and other documents pertaining to such Trust Mortgage Loan
possessed by it, and each document that constitutes a part of the Mortgage File
shall be endorsed or assigned to the extent necessary or appropriate to the
purchasing/repurchasing entity or its designee in the same manner, but only if
the respective documents have been previously assigned or endorsed to the
Trustee, and pursuant to appropriate forms of assignment, substantially similar
to the manner and forms pursuant to which such documents were previously
assigned to the Trustee; provided that such tender by the Trustee or by a


                                      -142-



Custodian on its behalf shall be conditioned upon its receipt from the Master
Servicer of a Request for Release accompanied by a certification of a Servicing
Officer to the effect that all amounts received or to be received in connection
with such purchase or repurchase, as the case may be, which are required to be
deposited in the Pool Custodial Account pursuant to Section 3.04(a) have been
deposited. The Master Servicer shall, and is hereby authorized and empowered by
the Trustee to, prepare, execute and deliver in its own name, on behalf of the
Certificateholders and the Trustee or any of them, the endorsements and
assignments contemplated by this Section 2.03(g), and such other instruments as
may be necessary or appropriate to transfer title to an REO Property or any
interest therein in connection with the repurchase of an REO Trust Mortgage Loan
and the Trustee shall execute and deliver any powers of attorney necessary to
permit the Master Servicer to do so; provided, however, that the Trustee shall
not be held liable for any misuse of any such power of attorney by the Master
Servicer.

            (h)     The UBS/Depositor Mortgage Loan Purchase Agreement
provides the sole remedies available to the Certificateholders, or the Trustee
on behalf of the Certificateholders, respecting any Document Defect or Breach
with respect to any UBS Trust Mortgage Loan. This Section 2.03 provides the sole
remedies available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect or Breach with respect to any
Lehman Trust Mortgage Loan. Any purchase of a Trust Mortgage Loan pursuant to or
as contemplated by this Section 2.03 shall be on a whole loan, servicing release
basis.

            (i)     The parties hereto agree that any controversy or claim
arising under Section 5(a), Section 5(b) and/or Section 5(g) of the
UBS/Depositor Mortgage Loan Purchase Agreement shall be resolved in accordance
with the Mediation/Arbitration procedures set forth in Section 5(i) of the
UBS/Depositor Mortgage Loan Purchase Agreement. In addition, subject to the
prior sentence, and without intending to create any overlap between the prior
sentence and this sentence, the parties hereto further agree that any
controversy or claim (a "Dispute") involving a Lehman Trust Mortgage Loan and/or
the Depositor and arising under Section 2.03(a) and/or Section 2.03(e) of this
Agreement shall be resolved in accordance with the following
Mediation/Arbitration procedures set forth in this Section 2.03(i).

            If the Depositor receives a Seller/Depositor Notification pursuant
to Section 2.03(a) of this Agreement regarding the alleged existence of a
Material Document Defect or Material Breach with respect to any Lehman Trust
Mortgage Loan and requesting the Depositor to cure or repurchase the affected
Lehman Trust Mortgage Loan in connection therewith (a "Notice"), and the
Depositor does not agree upon the existence of such Material Document Defect or
Material Breach within 90 days of receiving such Notice, then, unless otherwise
agreed to by the parties involved in the Dispute, that Dispute shall be
submitted to non-binding mediation in accordance with the provisions of this
paragraph; provided, that if the Depositor is proceeding to cure the subject
Material Document Defect or Material Breach, then that Dispute shall not be
submitted to mediation until the expiration of the related Resolution Extension
Period and the failure of the Depositor to complete such cure (unless otherwise
agreed to by the parties involved in the Dispute). Following the 90-day period
referred to in the preceding sentence and subject to the preceding proviso, any
party to this Agreement that is involved in the Dispute may send a written
letter (a "Mediation Letter") to another party to this Agreement that they wish
the mediation process to begin between the sender and the recipient of such
Mediation Letter. Following receipt of a Mediation Letter, a mediator(s) shall
be selected by agreement of the parties to the mediation. If such parties cannot
agree on a mediator, then [a mediator will be designated by the JAMS/Endispute
at the request of any party (provided that any mediator so designated must be


                                      -143-



acceptable to both (i) the Depositor and (ii) the Trustee, the Master Servicer
or the Special Servicer, whichever such party is the party to the mediation on
behalf of the Trust (or such party's designee))] [the mediation shall be
conducted by three mediators, one of which shall be selected by the Depositor
and one of which shall be selected by the Trustee or its designee. Each of the
parties to the mediation shall submit the name of the Person it has selected to
serve as a mediator to the opposing party within 10 days of the date of the
Mediation Letter. If either party fails to submit the name of its selected
mediator within 10 days of the date of the Mediation Letter, the other party
shall have the right to select the second mediator in addition to its own
mediator (provided that such party has submitted the name of its selected
mediator within 10 days of the date of the Mediation Letter). The two mediators
selected by the party(ies) shall appoint a third mediator within 20 days of the
date of the Mediation Letter or such longer time period as agreed to by the
parties to the mediation. Any mediator(s) so designated must be acceptable to
both (i) the Depositor and (ii) the Trustee, the Master Servicer or the Special
Servicer, whichever such party is the party to the mediation on behalf of the
Trust (or such party's designee).] Any mediators appointed or selected pursuant
to the provisions of this paragraph must be experienced professionals in the
CMBS industry.

            Any mediation related to a particular Dispute and commenced in
accordance with the preceding paragraph must be completed within 90 days of the
date of the Mediation Letter (or a longer period, if the parties to the
mediation agreed to extend the mediation). Any mediation referred to in this
Section 2.03(i) shall be conducted in the manner specified by the mediator(s)
and agreed upon by both (i) the Depositor and (ii) the Trustee, the Master
Servicer or the Special Servicer, whichever such party is the party to the
mediation on behalf of the Trust (or such party's designee), and any such
mediation shall be conducted in New York City to the exclusion of all other
locations (unless otherwise agreed to by the parties to the mediation). During
the mediation process, the parties to the mediation shall discuss their
differences voluntarily and in good faith and attempt, with the assistance of
the mediator(s) as a facilitator of the negotiations, to reach an amicable
resolution of the Dispute. The mediation will be treated as a settlement
discussion and therefore will be confidential. No mediator selected in
accordance with this Section 2.03(i) may testify for either party in any later
proceeding relating to the Dispute. No recording or transcript shall be made of
the mediation proceedings. The fees and expenses of all mediator(s) shall be
shared equally by the parties to the mediation; provided, however, that the
party to the mediation that is acting on behalf of the Trust in accordance with
the provisions of this Section 2.03(i) or Section 5(i) of the UBS/Depositor
Mortgage Loan Purchase Agreement shall, if and to the extent permitted under
Section 6.03 or Section 8.05(b), as applicable, be entitled to reimbursement or
indemnification by the Trust Fund for such fees and expenses.

            Notwithstanding anything to the contrary herein, no party shall be
required to agree to a Dispute resolution pursuant to mediation and no decision
or resolution of a mediator or mediators shall be binding on any party unless
such decision or resolution is expressly agreed to by such party. In the event
the parties involved in the Dispute have not agreed to a Dispute resolution
pursuant to mediation at the termination of the mediation, then that Dispute
will be settled by arbitration in accordance with the succeeding paragraphs of
this Section 2.03(i).

            If a Dispute has not been resolved within 90 days of the date of the
Mediation Letter (or such shorter or longer period as is expressly agreed to by
the parties to the mediation), the mediation shall terminate and the Dispute
will be settled by arbitration. Following the date of termination of mediation,
which shall be the date occurring 90 days after the date of the Mediation Letter
unless otherwise expressly agreed to by the parties to the mediation,
arbitration may be commenced by any


                                      -144-



party to this Agreement involved in the Dispute sending a written notice to
another party to this Agreement involved in the Dispute that they wish the
arbitration process to begin with respect to the Dispute between the sender and
the recipient of such written notice. The date any such party receives written
notice in accordance with this Section 2.03(i) from another party that such
party wishes to commence arbitration shall be referred to as the "Arbitration
Commencement Date". Any arbitration hereunder shall be conducted in accordance
with the provisions of this Agreement and the American Arbitration Association
Rules for Large Complex Commercial Disputes ("AAA Rules"), but shall not be
conducted by the American Arbitration Association ("AAA"). Discovery will be
permitted in connection with the arbitration in accordance with the AAA Rules.
In the event of a conflict, the provisions of this Agreement will control. Such
arbitration shall be conducted before a panel of three arbitrators, regardless
of the size of the Dispute. The arbitration panel shall consist of one person
selected by the Depositor and one person selected by the Trustee, the Master
Servicer or the Special Servicer, whichever such party is the party to the
arbitration on behalf of the Trust (or such party's designee). Each such party
shall submit the name of the person it has selected to serve as an arbitrator to
the other party within 30 days of the Arbitration Commencement Date (or such
longer period as is expressly agreed to by the parties to the arbitration). If
either such party fails to submit the name of its selected arbitrator within 30
days of the Arbitration Commencement Date, then the other such party shall have
the right to select the second arbitrator in addition to its own arbitrator
(provided that such party has submitted the name of its selected arbitrator
within 30 days of the Arbitration Commencement Date). The two arbitrators
designated in accordance with the two preceding sentences shall appoint a third
arbitrator within 45 days of the Arbitration Commencement Date (or such longer
period as is expressly agreed to by the parties to the arbitration). All
arbitrators appointed or selected pursuant to the provisions of this paragraph
must be experienced professionals in the CMBS industry. The third arbitrator
shall be an Independent person who has not previously been employed by either
party and does not have a direct or indirect interest in either party or the
subject matter of the arbitration. The two (2) arbitrators appointed by the
parties to the arbitration are not required to be neutral and it shall not be
grounds for removal of either of such arbitrators or for vacating an arbitration
award that either of such arbitrators has past or present relationships with the
party that appointed such arbitrator. No potential arbitrator may serve on the
panel unless he or she has agreed in writing to abide and be bound by the terms
and provisions of this Agreement and the AAA Rules and to keep confidential the
terms of any arbitration proceeding related to this Agreement and the terms of
any discussion, negotiation, decision, agreement or resolution in connection
therewith.

            Any issue concerning the extent to which any Dispute is subject to
arbitration, or concerning the applicability, interpretation, or enforceability
of these procedures, including any contention that all or part of these
procedures are invalid or unenforceable, shall be resolved by the arbitrators.
In no event, notwithstanding that any provision of this Agreement is held to be
invalid or unenforceable, shall the arbitrators have the power to make an award
or impose a remedy that could not be made or imposed by a court deciding the
matter in the same jurisdiction. In no event shall the arbitrators have the
power to make an award or impose a remedy that is not contemplated by, or
conflicts with the terms and provisions of, this Agreement (other than any term
or provision of this Agreement that is held to be invalid or unenforceable).
Without limiting the foregoing, the arbitrators shall have no authority to award
treble, consequential or punitive damages of any type under any circumstances,
whether or not such damages may be available under the AAA Rules or any other
act or law. Subject to the provisions of this Agreement, the result of the
arbitration will be binding on the parties involved in the Dispute, and judgment
on the arbitrators' award may be entered, subject to the provisions of Section
11.04 of this Agreement, in any court of competent jurisdiction.


                                      -145-



            All mediations and arbitrations shall be conducted in New York City
to the exclusion of all other locations (unless otherwise expressly agreed to by
the parties to the subject mediation or arbitration, as applicable). The party
to an arbitration that is acting on behalf of the Trust in accordance with the
provisions of this Section 2.03(i) or Section 5(i) of the UBS/Depositor Mortgage
Loan Purchase Agreement shall, if and to the extent permitted under Section 6.03
or Section 8.05(b), as applicable, be entitled to reimbursement or
indemnification by the Trust Fund for the fees and expenses incurred in
connection therewith.

            The parties to this Agreement hereby agree to waive any right to
trial by jury fully to the extent that any such right shall now or hereafter
exist with regard to the rights and remedies contained in this Section 2.03(i);
provided, that if (i) any party to an arbitration governed by this Section
2.03(i) fails to abide by the rules or deadlines for that arbitration (as such
deadlines may be extended by express agreement of the parties to that
arbitration), or (ii) the applicable appointed arbitrators determine that the
subject Dispute cannot be resolved through arbitration either because the AAA
Rules are inapplicable to the Dispute and/or the Federal Arbitration Act is
inapplicable to the Dispute or for any other reason, then the other party (in
the case of clause (i)) or any party (in the case of clause (ii)) to this
Agreement involved in such arbitration may in its sole option, file a complaint
to resolve the Dispute through a legal proceeding and in accordance with the
provision contained in Section 11.04 hereof.

            If any of the provisions of this Section 2.03(i) are determined by a
court of law to be invalid or unenforceable, the remaining provisions shall
remain in effect and be binding on the parties involved in the Dispute to the
fullest extent permitted by law.

            (j)     In the event that the Master Servicer receives notice from
the Mortgagor under any Early Defeasance Trust Mortgage Loan that (i) such
Mortgagor intends to defease such Early Defeasance Trust Mortgage Loan in whole
on or before the second anniversary of the Closing Date and the cash amount
tendered by such Mortgagor to purchase Defeasance Collateral or other permitted
collateral in order to defease such Early Defeasance Trust Mortgage Loan (in
accordance with the related loan documents) is less than the Purchase Price that
would be applicable in the event of a repurchase of such Trust Mortgage Loan in
connection with a Material Breach or a Material Document Defect, or (ii) such
Mortgagor intends to partially defease such Early Defeasance Trust Mortgage Loan
on or prior to the second anniversary of the Closing Date, or (iii) such
Mortgagor intends to defease such Early Defeasance Trust Mortgage Loan in whole
on or before the second anniversary of the Closing Date and such Mortgagor is to
tender Defeasance Collateral or such other collateral as is permitted in
connection with a defeasance under the related loan documents that does not
constitute a cash amount equal to or greater than the Purchase Price set forth
in clause (i) above, then the Master Servicer shall promptly notify the Trustee
and either the Depositor (with respect to a Lehman Trust Mortgage Loan) or the
UBS Mortgage Loan Seller (with respect to a UBS Trust Mortgage Loan) of such
Mortgagor's intention, and the Trustee shall direct the Depositor (with respect
to a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller (with respect
to a UBS Trust Mortgage Loan), as applicable, to repurchase (and the Depositor,
with respect to a Lehman Trust Mortgage Loan, hereby agrees, and the UBS
Mortgage Loan Seller, with respect to a UBS Trust Mortgage Loan, pursuant to the
UBS/Depositor Mortgage Loan Purchase Agreement, has agreed to repurchase) such
Trust Mortgage Loan at the Purchase Price that would be applicable in the event
of a repurchase of such Trust Mortgage Loan in connection with a Material Breach
or a Material Document Defect, upon deposit by the related Mortgagor of
Defeasance Collateral, or cash sufficient to purchase the Defeasance Collateral,
as


                                      -146-



contemplated by the related loan documents (if applicable), but in any event no
later than the related defeasance date.

            (k)     In connection with any repurchase of any Early Defeasance
Trust Mortgage Loan, pursuant to or as contemplated by this Section 2.03, the
Tax Administrator shall in accordance with Section 9.02 effect a "qualified
liquidation" of the related Loan REMIC in accordance with the REMIC Provisions.
The Depositor (in the case of a Lehman Trust Mortgage Loan) hereby agrees to
pay, and the UBS Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage
Loan Purchase Agreement (in the case of a UBS Trust Mortgage Loan) is obligated
to pay, all reasonable costs and expenses, including the costs of any Opinions
of Counsel, in connection with any such "qualified liquidation" of a Loan REMIC
in accordance with the REMIC Provisions.

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

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

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

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

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

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

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


                                      -147-



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

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

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

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

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

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

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

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

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

            (b)     The Depositor hereby makes to the Trustee, for the
Trustee's own benefit and the benefit of the Certificateholders, with respect to
each Lehman Trust Mortgage Loan only, the


                                      -148-



representations and warranties shown on Schedule II hereto, as of the Closing
Date or such other date specified in the particular representation and warranty,
subject to the exceptions set forth on Schedule III hereto (the headings set
forth in Schedule II hereto 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).

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

            (c)     The representations, warranties and covenants of the
Depositor set forth in or made pursuant to 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 by the Trust on or with respect to the ARD Trust Mortgage Loans, if
any, and any successor REO Trust Mortgage Loans with respect thereto constitute
a grantor trust for federal income tax purposes. The Trustee, by its execution
and delivery hereof, acknowledges the assignment to it of the Grantor Trust
Assets, if any, and declares that it holds and will hold any 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, subject to Section 2.05(b), the Certificate Registrar shall
execute, and the Authenticating Agent 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. Subject to Section 2.05(b): (i) the Class V Certificates shall evidence
the entire beneficial ownership of the Grantor Trust; and (ii) 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.

            (b)     Notwithstanding Section 2.05(a) or anything else to the
contrary set forth in this Agreement, if the Mortgage Pool does not, on the
Closing Date, include any ARD Trust Mortgage Loans, then: (i) there shall be no
Grantor Trust; (ii) no Class V Certificates shall be issued; (iii) insofar as,
but only insofar as, the provisions of this Agreement specifically relate to the
Grantor Trust, Grantor Trust Assets, Class V Certificates, the Class V
Sub-Account, ARD Mortgage Loans, ARD Trust Mortgage Loan and/or Additional
Interest, such provisions (other than this Section 2.05(b), the definitions of
such terms set forth in Section 1.01 and Schedule VII annexed hereto) shall,
without otherwise affecting the enforceability or validity of this Agreement
with respect to any other matters, be of no force and effect; and (iv) the
parties hereto shall have no rights or obligations with respect to the Grantor
Trust, Grantor Trust Assets, Class V Certificates, the Class V Sub-Account, ARD
Mortgage Loans, ARD Trust Mortgage Loans and/or Additional Interest.


                                      -149-



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

            (a)     The Trustee hereby acknowledges the assignment to it of
any assets to be included in the Loan REMICs. Concurrently with such assignment
and in exchange therefor, subject to Section 2.06(b), (i) the Loan REMIC Regular
Interests have been issued, and (ii) pursuant to the written request of the
Depositor executed by an authorized officer thereof, the Trustee, as Certificate
Registrar, has executed, and the Trustee, as Authenticating Agent, has
authenticated and delivered to or upon the order of the Depositor, the Class
R-LR Certificates in authorized denominations. Subject to Section 2.06(b): the
interests evidenced by the Class R-LR Certificates, together with the related
Loan REMIC Regular Interests, constitute the entire beneficial ownership of the
respective Loan REMICs; and (ii) the rights of the Class R-LR Certificateholders
and REMIC I (as holder of the Loan REMIC Regular Interests) to receive
distributions from the proceeds of the Early Defeasance Trust Mortgage Loans (or
any successor REO Mortgage Loans with respect thereto) in respect of the Class
R-LR Certificates and the Loan REMIC Regular Interests, respectively, and all
ownership interests evidenced or constituted by the Class R-LR Certificates and
the Loan REMIC Regular Interests, shall be as set forth in this Agreement.

            (b)     Notwithstanding Section 2.06(a) or anything else to the
contrary set forth in this Agreement, if the Mortgage Pool does not, on the
Closing Date, include any Early Defeasance Trust Mortgage Loans, then: (i) there
shall be no Loan REMICs; (ii) no Class R-LR Certificates and no Loan REMIC
Interests shall be issued; (iii) insofar as, but only insofar as, the provisions
of this Agreement specifically relate to Loan REMICs, Loan REMIC Interests,
Class R-LR Certificates, Excess Defeasance Deposit Proceeds and/or Early
Defeasance Trust Mortgage Loans, such provisions (other than this Section
2.06(b), the definitions of such terms set forth in Section 1.01 and the Trust
Mortgage Loan Schedule) shall, without otherwise affecting the enforceability or
validity of this Agreement with respect to any other matters, be of no force and
effect; and (iv) the parties hereto and the respective Mortgage Loan Sellers
shall have no rights or obligations with respect to the Loan REMICs, Loan REMIC
Interests, Class R-LR Certificates, Excess Defeasance Deposit Proceeds and/or
Early Defeasance Trust Mortgage Loans.

            SECTION 2.07.     Conveyance of Loan REMIC Regular Interests.

            The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all the right, title and interest of the Depositor in and to the Loan REMIC
Regular Interests, if any, to the Trustee for the benefit of the Holders of the
Class R-I Certificates and REMIC II as the holder of the REMIC I Regular
Interests. The Trustee acknowledges the assignment to it of the Loan REMIC
Regular Interests, if any, 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-I Certificates, the Class R-II Certificates and the REMIC III
Certificates.

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

            The Trustee hereby acknowledges the assignment to it of the assets
included in REMIC I. Concurrently with such assignment and in exchange therefor,
(a) the REMIC I Regular Interests have been issued, and (b) pursuant to the
written request of the Depositor executed by an authorized officer


                                      -150-



thereof, the Trustee, as Certificate Registrar, has executed, and the Trustee,
as Authenticating Agent, has authenticated and delivered to or upon the order of
the Depositor, the Class R-I Certificates in authorized denominations. The
interests evidenced by the Class R-I Certificates, together with the REMIC I
Regular Interests, constitute the entire beneficial ownership of REMIC I. The
rights of the Class R-I Certificateholders and REMIC II (as holder of the REMIC
I Regular Interests) to receive distributions from the proceeds of REMIC I in
respect of the Class R-I Certificates and the REMIC I Regular Interests,
respectively, and all ownership interests evidenced or constituted by the Class
R-I Certificates and the REMIC I Regular Interests, shall be as set forth in
this Agreement.

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

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

            SECTION 2.10.     Execution, Authentication and Delivery of Class
                              R-II Certificates; Creation of REMIC II Regular
                              Interests.

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

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

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

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

            Concurrently with the assignment to the Trustee of the REMIC II
Regular Interests and in exchange therefor, pursuant to the written request of
the Depositor executed by an officer thereof, the Trustee, as Certificate
Registrar, has executed, and the Trustee, as Authenticating Agent, has


                                      -151-



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.

            SECTION 2.13.     Acceptance of Loss of Value Reserve Fund by
                              Trustee.

            It is the intention of the parties hereto that any Loss of Value
Payments Received by the Trust pursuant to Section 2.03(e), together with the
Loss of Value Reserve Fund, shall collectively constitute an "outside reserve
fund" within the meaning of Treasury regulation section 1.860G-2(h). The
Trustee, by execution and delivery hereof, acknowledges the assignment to it of
the assets consisting of the Loss of Value Reserve Fund, including the amounts
held therein, and declares that it holds and will hold such assets, in
accordance with Section 3.04(e), in trust and for the benefit of the
Certificateholders, as their interests may appear. Notwithstanding anything
herein to the contrary, based on applicable law as of the date hereof, for all
income and franchise tax purposes, the Holder or Holders of the Class R-III
Certificates shall be treated and reported as the sole beneficial owner(s) of
the Loss of Value Reserve Fund.


                                      -152-



                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

            SECTION 3.01.     Administration of the Mortgage Loans.

            (a)     All of the Serviced Mortgage Loans and Administered REO
Properties are to be serviced and administered by the Master Servicer and/or the
Special Servicer hereunder. Each of the Master Servicer and the Special Servicer
shall service and administer the Serviced Mortgage Loans and Administered REO
Properties that it is obligated to service and administer pursuant to this
Agreement on behalf of the Trustee, for the benefit of the Certificateholders
(or, in the case of a Serviced Loan Combination, for the benefit of the
Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), as determined in the good faith and reasonable judgment of the
Master Servicer or the Special Servicer, as the case may be, in accordance with:
(i) any and all applicable laws; (ii) the express terms of this Agreement; (iii)
the express terms of the respective Serviced Mortgage Loans and any and all
related intercreditor, co-lender or similar agreements (including with respect
to performing the duties of the holders of the respective Serviced Mortgage
Loans thereunder (to the extent not inconsistent with this Agreement and to the
extent consistent with the Servicing Standard)); and (iv) to the extent
consistent with the foregoing, the Servicing Standard. The Master Servicer or
the Special Servicer, as applicable in accordance with this Agreement, shall
service and administer each Cross-Collateralized Group as a single Serviced
Mortgage Loan as and when necessary and appropriate consistent with the
Servicing Standard. Without limiting the foregoing and subject to Section 3.21,
(i) the Master Servicer shall service and administer all of the Performing
Serviced Mortgage Loans and shall render such services with respect to the
Specially Serviced Mortgage Loans as are specifically provided for herein, and
(ii) the Special Servicer shall service and administer each Specially Serviced
Mortgage Loan and Administered REO Property and shall render such services with
respect to Performing Serviced Mortgage Loans as are specifically provided for
herein. All references herein to the respective duties of the Master Servicer
and the Special Servicer, and to the areas in which they may exercise
discretion, shall be subject to Section 3.21.

            (b)     Subject to Sections 3.01(a), 3.20, 6.11 and 6.12, the
Master Servicer and the Special Servicer shall each have full power and
authority, acting alone (or, to the extent contemplated by Section 3.22 of this
Agreement, through subservicers), to do or cause to be done any and all things
in connection with the servicing and administration contemplated by Section
3.01(a) that it may deem necessary or desirable. Without limiting the generality
of the foregoing, each of the Master Servicer and the Special Servicer, in its
own name, with respect to each of the Serviced Mortgage Loans it is obligated to
service hereunder, is authorized and empowered by the Trustee and, to the extent
provided in the related Co-Lender Agreement, each related Serviced Non-Trust
Mortgage Loan Noteholder (if any) to execute and deliver, on behalf of the
Certificateholders, the Trustee and such Serviced Non-Trust Mortgage Loan
Noteholder or any of them, (i) any and all financing statements, continuation
statements and other documents or instruments necessary to maintain the lien
created by any Mortgage or other security document in the related Mortgage File
on the related Mortgaged Property and related collateral; (ii) in accordance
with the Servicing Standard and subject to Sections 3.01(a), 3.20, 6.11 and
6.12, 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


                                      -153-



and all instruments that such party may be required to execute on behalf of the
Trustee in connection with the defeasance of a Serviced Mortgage Loan as
contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at
the written request of the Master Servicer or the Special Servicer, promptly
execute any limited powers of attorney and other documents furnished by the
Master Servicer or the Special Servicer that are necessary or appropriate to
enable them to carry out their servicing and administrative duties hereunder;
provided, however, that the Trustee shall not be held liable for any misuse of
any such power of attorney by the Master Servicer or the Special Servicer.
Notwithstanding anything contained herein to the contrary, neither the Master
Servicer nor the Special Servicer shall, without the Trustee's written consent:
(i) initiate any action, suit or proceeding solely under the Trustee's name
without indicating the Master Servicer's or Special Servicer's, as applicable,
representative capacity; or (ii) take any action with the intent to cause, and
that actually causes, the Trustee to be registered to do business in any state.

            (c)     The parties hereto acknowledge that each Loan Combination
is subject to the terms and conditions of the related Co-Lender Agreement; and,
with respect to each Loan Combination, the parties hereto further recognize the
respective rights and obligations of the Trust, as holder of the related
Combination Trust Mortgage Loan, and of the related Non-Trust Mortgage Loan
Noteholder(s) under the related Co-Lender Agreement.

            (d)     With respect to any Serviced Loan Combination, in the
event that neither the related Trust Mortgage Loan nor the related REO Property
(or any interest therein) is an asset of the Trust Fund and, except as
contemplated in the second paragraph of this Section 3.01(d), in accordance with
the related Co-Lender Agreement, the servicing and administration of such
Serviced Loan Combination and any related REO Property are to be governed by a
separate servicing agreement and not by this Agreement, then (either (i) with
the consent or at the request of the holders of each Mortgage Loan comprising
such Serviced Loan Combination or (ii) if expressly provided for in the related
Co-Lender Agreement) the Master Servicer and, if such Serviced Loan Combination
is then being specially serviced hereunder or the related Mortgaged Property has
become an REO Property, the Special Servicer, shall continue to act in such
capacities under such separate servicing agreement; provided that such separate
servicing agreement shall be reasonably acceptable to the Master Servicer and/or
the Special Servicer, as the case may be, and shall contain servicing and
administration, limitation of liability, indemnification and servicing
compensation provisions substantially similar to the corresponding provisions of
this Agreement, except for the fact that such Serviced Loan Combination and the
related Mortgaged Property shall be the sole assets serviced and administered
thereunder and the sole source of funds thereunder.

            Further, with respect to any Serviced Loan Combination, if at any
time neither the related Trust Mortgage Loan nor any related REO Property (or
any interest therein) is an asset of the Trust Fund, and if a separate servicing
agreement with respect to such Serviced Loan Combination or any related REO
Property, as applicable, has not been entered into as contemplated by the
related Co-Lender Agreement and the prior paragraph (for whatever reason,
including the failure to obtain any rating agency confirmation required in
connection therewith pursuant to the related Co-Lender Agreement), and
notwithstanding that neither the related Trust Mortgage Loan nor any related REO
Property (or any interest therein) is an asset of the Trust Fund, then, unless
directed otherwise by the then current holders of the Mortgage Notes comprising
such Serviced Loan Combination, the Master Servicer and, if applicable, the
Special Servicer shall continue to service and administer such Serviced Loan
Combination and/or any related REO Property, for the benefit of the respective
holders of such Serviced


                                      -154-



Loan Combination, under this Agreement as if such Serviced Loan Combination or
any related REO Property were the sole assets subject hereto, with certain
references in this Agreement applicable to the Trust, the Trustee, the
Certificates, the Certificateholders (or any subgroup thereof) or any
representative of any such Certificateholders, all being construed to refer to
such similar terms as are applicable to the then current holder of the Mortgage
Note for the related Serviced Combination Trust Mortgage Loan.

            (e)     The Master Servicer shall use efforts consistent with the
Servicing Standard to have prepared, executed (with the cooperation of the
Depositor (in the case of a Lehman Trust Mortgage Loan) and the UBS Mortgage
Loan Seller (in the case of a UBS Trust Mortgage Loan) in obtaining requisite
signatures, if applicable) and delivered by the applicable party (and included
in the Servicing File), not later than the later of (i) 30 days following the
Master Servicer's receipt of the subject franchisor comfort letter, guaranty of
payment or letter of credit and (ii) the expiration of the period that may be
required for such transfer or assignment pursuant to the terms of the applicable
franchisor comfort letter, guaranty of payment or letter of credit, if any, (A)
with respect to any Serviced Mortgage Loan secured by a hospitality property (as
identified on Schedule VI hereto) (and with respect to which a franchise
agreement constitutes part of the related Mortgage File on the Closing Date),
any original transfer or assignment documents necessary to transfer or assign to
the Trustee any rights under the related franchisor comfort letter; and (B) with
respect to any Serviced Mortgage Loan that has a related guaranty or letter of
credit that constitutes part of the related Mortgage File on the Closing Date,
any original transfer or assignment documents necessary to transfer or assign to
the Trustee any rights under the related guaranty of payment or letter of
credit. In the event, with respect to a Serviced Trust Mortgage Loan with a
related letter of credit, it is determined by the Master Servicer that a draw
under such letter of credit has become necessary under the terms thereof prior
to the assignment under clause (B) of the preceding sentence having been
effected, the Master Servicer shall direct (in writing) the Depositor (in the
case of a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the
case of a UBS Trust Mortgage Loan) to make such draw or to cause such draw to be
made on behalf of the Trustee, and, the Depositor will, and the UBS Mortgage
Loan Seller will be obligated under the UBS/Depositor Mortgage Loan Purchase
Agreement to, use its best efforts to cause such draw to be made; provided that
neither the Depositor nor the UBS Mortgage Loan Seller shall have any liability
in connection with the determination to make, or the making of, such draw (other
than to remit the proceeds of such draw to the Master Servicer).

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

            SECTION 3.02.     Collection of Mortgage Loan Payments.

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


                                      -155-



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

            (b)     All amounts Received by the Trust with respect to any
Cross-Collateralized Group in the form of payments from Mortgagors, Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds, shall be applied by
the Master Servicer among the Trust Mortgage Loans constituting such
Cross-Collateralized Group in accordance with the express provisions of the
related loan documents and, in the absence of such express provisions or to the
extent that such payments and other collections may be applied at the discretion
of the lender, on a pro rata basis in accordance with the respective amounts
then "due and owing" as to each such Mortgage Loan. Except as otherwise
contemplated by the following paragraphs in this Section 3.02(b), all amounts
Received by the Trust in respect of or allocable to any particular Trust
Mortgage Loan (whether or not such Trust Mortgage Loan constitutes part of a
Cross-Collateralized Group) in the form of payments from Mortgagors, Liquidation
Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied to
amounts due and owing under such Trust Mortgage Loan (including for principal
and accrued and unpaid interest) in accordance with the express provisions of
the related Mortgage Note, the related Mortgage and/or any related loan
agreement and, in the absence of such express provisions or to the extent that
such payments and other collections may be applied at the discretion of the
lender, as follows: first, as a recovery of any related unpaid servicing
expenses and unreimbursed Servicing Advances; second, as a recovery of accrued
and unpaid interest on such Trust Mortgage Loan at the related Mortgage Rate
(net, in the case of an Outside Serviced Trust Mortgage Loan, of related Outside
Servicing Fees) to, but not including, the date of receipt (or, in the case of a
full Monthly Payment from any Mortgagor, through the related Due Date),
exclusive, however, in the case of an ARD Trust Mortgage Loan after its
Anticipated Repayment Date, of any such accrued and unpaid interest that
constitutes Additional Interest; third, as a recovery of principal of such Trust
Mortgage Loan then due and owing, including by reason of acceleration of such
Trust Mortgage Loan following a default thereunder (or, if a Liquidation Event
has occurred in respect of such Trust Mortgage Loan, as a recovery of principal
to the extent of its entire remaining unpaid principal balance); fourth, unless
a Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a
recovery of amounts to be currently applied to the payment of, or escrowed for
the future payment of, real estate taxes, assessments, insurance premiums
(including premiums on any Environmental Insurance Policy), ground rents (if
applicable) and similar items; fifth, unless a


                                      -156-



Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a
recovery of Reserve Funds to the extent then required to be held in escrow;
sixth, as a recovery of any Prepayment Consideration then due and owing under
such Trust Mortgage Loan; seventh, as a recovery of any Default Charges then due
and owing under such Trust Mortgage Loan; eighth, as a recovery of any
assumption fees, modification fees and extension fees then due and owing under
such Trust Mortgage Loan; ninth, as a recovery of any other amounts then due and
owing under such Trust Mortgage Loan (other than remaining unpaid principal and,
in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date,
other than Additional Interest); tenth, as a recovery of any remaining principal
of such Trust Mortgage Loan to the extent of its entire remaining unpaid
principal balance; and, eleventh, in the case of an ARD Trust Mortgage Loan
after its Anticipated Repayment Date, as a recovery of accrued and unpaid
Additional Interest on such ARD Trust Mortgage Loan to but not including the
date of receipt; provided that, if one or more Advances previously made in
respect of a Trust Mortgage Loan have been reimbursed out of general collections
of principal on the Mortgage Pool as one or more Nonrecoverable Advances, then
collections in respect of such Trust Mortgage Loan available for application
pursuant to clauses second through eleventh of this sentence shall instead be
applied in the following order--(i) as a recovery of accrued and unpaid interest
on, and principal of, such Trust Mortgage Loan, to the extent of any outstanding
P&I Advances and unpaid Master Servicing Fees in respect of such Trust Mortgage
Loan, (ii) as a recovery of the item(s) for which such previously reimbursed
Nonrecoverable Advance(s) were made (together with, but only if a Liquidation
Event has occurred with respect to such Trust Mortgage Loan, any interest on
such previously reimbursed Nonrecoverable Advance(s) that was also paid out of
general collections of principal on the Mortgage Pool), and (iii) in accordance
with clauses second through eleventh of this sentence (taking into account the
applications pursuant to clauses (i) and (ii) of this proviso).

            Subject to the last paragraph of this Section 3.02(b), all amounts
received with respect to any Serviced Loan Combination shall be applied to
amounts due and owing under the Mortgage Loans comprising such Loan Combination
(including for principal and accrued and unpaid interest) and, in the case of
the ______________ Trust Mortgage Loan, between the ______________ Loan
Components, in accordance with the express provisions of the related Mortgage
Notes, the related Mortgage, the related loan agreement, if any, and the related
Co-Lender Agreement.

            Subject to the last paragraph of this Section 3.02(b), all amounts
Received by the Trust with respect to an Outside Serviced Trust Mortgage Loan
shall be allocated among interest, principal and/or prepayment consideration due
thereon in accordance with the terms of any distribution date statement or
servicer report received from the related Outside Servicers with respect to such
Outside Serviced Trust Mortgage Loan and, in the absence of any such statement
or report, in accordance with the related Co-Lender Agreement and, in the
absence of any allocation in the related Co-Lender Agreement, in accordance with
the first paragraph of this Section 3.02(b). Any nonrecoverable payment made by
an Outside Servicer to cover interest shortfalls incurred with respect to an
Outside Serviced Trust Mortgage Loan by reason of a Principal Prepayment or
other early collection of principal being applied to such Outside Serviced Trust
Mortgage Loan prior to the related Due Date during the relevant Underlying
Collection Period, will be treated for purposes of this Agreement as if it was a
payment of interest by the related Mortgagor.

            Notwithstanding the foregoing, Loss of Value Payments shall not be
applied in accordance with the foregoing provisions of this Section 3.02(b)
unless and until such amounts are transferred to the Pool Custodial Account, and
deemed to constitute Liquidation Proceeds in respect of a


                                      -157-



particular Trust Mortgage Loan, in accordance with Section 3.05(e); and
Liquidation Proceeds resulting from any purchase or repurchase out of the Trust
Fund of, or any application of Loss of Value Payments to, any Trust Mortgage
Loan that is part of a Loan Combination shall be applied in accordance with the
provisions of the first paragraph of this Section 3.02(b).

            (c)     Promptly following the Closing Date, in the case of each
Outside Serviced Trust Mortgage Loan, the Trustee shall send written notice,
substantially in the form of Exhibit S hereto, to the related Outside Master
Servicer, stating that, as of the Closing Date, the Trustee is the holder of
such Outside Serviced Trust Mortgage Loan and directing the related Outside
Master Servicer to remit to the Master Servicer all amounts payable to, and to
forward, deliver or otherwise make available, as the case may be, to the Master
Servicer all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to,
the holder of the subject Outside Serviced Trust Mortgage Loan under the related
Co-Lender Agreement and the related Outside Servicing Agreement. The Master
Servicer shall, within one (1) Business Day of receipt thereof, deposit into the
Pool Custodial Account all amounts received by it from any Outside Servicer or
any other party under the related Outside Servicing Agreement and/or the related
Co-Lender Agreement with respect to any Outside Serviced Trust Mortgage Loan,
the related Mortgaged Property or any related REO Property. In connection with
the foregoing, the Master Servicer shall provide each Outside Master Servicer
wiring instructions for remittances to the Master Servicer. In the event that,
during any calendar month, the Master Servicer fails to so receive any amounts,
including advances, due to the holder of an Outside Serviced Trust Mortgage Loan
under the related Co-Lender Agreement and/or the related Outside Servicing
Agreement by the end of the related Collection Period ending in such calendar
month, then the Master Servicer shall promptly (i) notify the related Outside
Master Servicer and any related Outside Trustee that such amounts due with
respect to the subject Outside Serviced Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto have not been received (specifying the
amount of such deficiency), (ii) make inquiry of the related Outside Master
Servicer and any related Outside Trustee (and, to the extent learned, inform the
Trustee) as to the reason that such amounts have not been timely received, (iii)
as and to the extent appropriate, request that the related Outside Master
Servicer promptly remedy such failure to make a payment or an advance, as the
case may be, and (iv) make a P&I Advance with respect to such amounts as and if
required by the terms of this Agreement in accordance with Section 4.03.
Further, in accordance with Section 4.03, in the event the Master Servicer fails
to make such P&I Advance with respect to any Outside Serviced Trust Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto, then the
Trustee or, if it fails to do so, the Fiscal Agent, shall make such P&I Advance.

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

            (a)     The Master Servicer shall, as to all Serviced Mortgage
Loans, establish and maintain one or more accounts (the "Servicing Accounts"),
in which all related Escrow Payments shall be deposited and retained; provided
that, in the case of a Serviced Loan Combination, if the related Servicing
Account includes funds with respect to any other Serviced Mortgage Loan, then
the Master Servicer shall maintain a separate sub-account of such Servicing
Account that relates solely to such Serviced Loan Combination. Subject to the
terms of the related loan documents, each Servicing Account shall be an Eligible
Account. Withdrawals of amounts so collected from a Servicing Account may be
made (in each case, to the extent of amounts on deposit therein in respect of
the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v)
below, to the extent of interest or other income


                                      -158-



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) following an event of default under
the related Serviced Mortgage Loan, for such other purposes as are consistent
with the related loan documents, applicable law and the Servicing Standard; (v)
to pay interest, if required and as described below, to Mortgagors on balances
in such Servicing Account; (vi) to pay the Master Servicer interest and
investment income on balances in such Servicing Account as described in Section
3.06, if and to the extent not required by law or the terms of the related loan
documents to be paid to the Mortgagor; or (vii) to clear and terminate such
Servicing Account at the termination of this Agreement in accordance with
Section 9.01. To the extent permitted by law or the applicable loan documents,
funds in the Servicing Accounts may be invested only in Permitted Investments in
accordance with the provisions of Section 3.06. The Master Servicer shall pay or
cause to be paid to the Mortgagors interest, if any, earned on the investment of
funds in the related Servicing Accounts, if required by law or the terms of the
related Serviced Mortgage Loan. If the Master Servicer shall deposit in a
Servicing Account any amount not required to be deposited therein, it may at any
time withdraw such amount from such Servicing Account, any provision herein to
the contrary notwithstanding.

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

            (c)     The Master Servicer shall, as to each and every Serviced
Mortgage Loan, make a Servicing Advance with respect to the related Mortgaged
Property in an amount equal to all such funds as are necessary for the purpose
of effecting the payment of (i) real estate taxes, assessments and other similar
items, (ii) ground rents (if applicable), and (iii) premiums on Insurance
Policies (including Environmental Insurance Policies), in each instance if and
to the extent Escrow Payments (if any) collected from the related Mortgagor are
insufficient to pay such item when due and the related


                                      -159-



Mortgagor (or any related guarantor or party entitled to exercise cure rights)
has failed to pay such item on a timely basis. All such Servicing Advances shall
be reimbursable in the first instance from related payments by or on behalf of
the Mortgagors, and further as provided in Section 3.05(a) and/or Section 3.05A.
No costs incurred by the Master Servicer in effecting the payment of real estate
taxes, assessments and, if applicable, ground rents on or in respect of the
Mortgaged Properties shall, for purposes of this Agreement, including the
Trustee's calculation of monthly distributions to Certificateholders, be added
to the unpaid Stated Principal Balances of the related Serviced Mortgage Loans,
notwithstanding that the terms of such Mortgage Loans so permit. The foregoing
shall in no way limit the Master Servicer's ability to charge and collect from
the Mortgagor such costs together with interest thereon.

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

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

            (a)     The Master Servicer shall establish and maintain one or
more separate accounts (collectively, the "Pool Custodial Account"), in which
the amounts described in clauses (i) through (xi) below (which shall not include
any amounts allocable to the Non-Trust Mortgage Loans) shall be deposited and
held on behalf of the Trustee in trust for the benefit of the
Certificateholders. The Pool Custodial Account shall be an Eligible Account. The
Master Servicer shall deposit or cause to be deposited in the Pool Custodial
Account, within one (1) Business Day of receipt (in the case of payments by
Mortgagors or other collections on the Trust Mortgage Loans) or as otherwise
required hereunder, the following payments and collections received (including
amounts Received by the Trust with respect to the Outside Serviced Trust
Mortgage Loans and/or any successor REO Trust Mortgage Loans with respect
thereto) or made by the Master Servicer or on its behalf subsequent to the
Cut-off Date (other than in respect of principal and interest on the Trust
Mortgage Loans due and payable on or before the Cut-off Date, which amounts
shall be delivered promptly to the Depositor or its designee,


                                      -160-



with negotiable instruments endorsed as necessary and appropriate without
recourse, and other than amounts required to be deposited in the Defeasance
Deposit Account), or any of the following payments (other than Principal
Prepayments) received by it on or prior to the Cut-off Date but allocable to a
period subsequent thereto:

                    (i)     all payments on account of principal of the Serviced
      Trust Mortgage Loans, including Principal Prepayments, and regardless of
      whether those payments are made by the related Mortgagor, any related
      guarantor or any party exercising cure rights hereunder or under any
      related co-lender, intercreditor or similar agreement, out of any related
      Reserve Funds maintained for such purpose, out of collections on any
      related Defeasance Collateral or from any other source;

                    (ii)    all payments on account of interest on the Serviced
      Trust Mortgage Loans, including Default Interest and Additional Interest,
      and regardless of whether those payments are made by the related
      Mortgagor, any related guarantor or any party exercising cure rights
      hereunder or under any related co-lender, intercreditor or similar
      agreement, out of any related Reserve Funds maintained for such purpose,
      out of collections on any related Defeasance Collateral or from any other
      source;

                    (iii)   all Prepayment Consideration and late payment
      charges Received by the Trust in respect of any Trust Mortgage Loan;

                    (iv)    all Insurance Proceeds, Condemnation Proceeds and
      Liquidation Proceeds Received by the Trust in respect of any Trust
      Mortgage Loan or, except to the extent such proceeds are to first be
      deposited in an REO Account, any REO Property;

                    (v)     any amounts representing a reimbursement, payment
      and/or contribution due and owing to the Trust from any Non-Trust Mortgage
      Loan Noteholder in accordance with the related Co-Lender Agreement;

                    (vi)    all remittances, including advances, to the Trust
      under the related Outside Servicing Agreement and/or the related Co-Lender
      Agreement with respect to each Outside Serviced Trust Mortgage Loan or any
      successor REO Trust Mortgage Loan with respect thereto;

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

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

                    (ix)    any amounts required to be transferred from the
      Loss of Value Reserve Fund pursuant to Section 3.05(e), any Loan
      Combination Custodial Account pursuant to Section 3.05A or the Pool REO
      Account pursuant to Section 3.16(c);


                                      -161-



                    (x)     insofar as they do not constitute Escrow Payments,
      any amounts paid by a Mortgagor with respect to a Serviced Trust Mortgage
      Loan specifically to cover items for which a Servicing Advance has been
      made; and

                    (xi)    the Initial Deposits, if any;

provided that any amounts described in clauses (i) through (iv), (viii) and (x)
above that relate to a Serviced Combination Trust Mortgage Loan or any successor
REO Trust Mortgage Loan with respect thereto (other than Liquidation Proceeds
derived from the Permitted Purchase of such Trust Mortgage Loan or the Trust's
interest in any related REO Property) shall be deposited in the applicable Loan
Combination Custodial Account, and, in any such case, shall thereafter be
transferred to the Pool Custodial Account as provided in Section 3.05A, together
with any other amounts required to be transferred from such Loan Combination
Custodial Account to the Pool Custodial Account from time to time pursuant to
Section 3.05A.

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

            Upon receipt of any of the amounts described in clauses (i) through
(v) and (x) of the second preceding paragraph with respect to any Serviced Trust
Mortgage Loan, the Special Servicer shall promptly, but in no event later than
two (2) Business Days after receipt, remit such amounts to the Master Servicer
for deposit into the Pool Custodial Account in accordance with the second
preceding paragraph (or, if applicable, in the case of a Serviced Combination
Trust Mortgage Loan, into the applicable Loan Combination Custodial Account in
accordance with Section 3.04A(a) and the proviso to the second preceding
paragraph), unless the Special Servicer determines, consistent with the
Servicing Standard, that a particular item should not be deposited because of a
restrictive endorsement or other appropriate reason. With respect to any such
amounts paid by check to the order of the Special Servicer, the Special Servicer
shall endorse such check to the order of the Master Servicer, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular
item cannot be so endorsed and delivered because of a restrictive endorsement or
other appropriate reason. Any such amounts received by the Special Servicer with
respect to an Administered REO Property (other than an


                                      -162-



Administered REO Property that relates to a Serviced Loan Combination) shall be
deposited by the Special Servicer into the Pool REO Account and thereafter
remitted to the Master Servicer for deposit into the Pool Custodial Account as
and to the extent provided in Section 3.16(c).

            If and when any Mortgagor under any Defeasance Mortgage Loan that is
also a Serviced Mortgage Loan elects to defease all or any part of its Serviced
Mortgage Loan and, pursuant to the provisions of the related loan documents,
delivers cash to the Master Servicer to purchase the required Defeasance
Collateral, the Master Servicer shall establish and maintain one or more
separate segregated accounts (collectively, the "Defeasance Deposit Account"),
in which the Master Servicer shall deposit such cash within one (1) Business Day
of receipt by the Master Servicer. The Master Servicer shall retain such cash in
the Defeasance Deposit Account pending its prompt application to purchase
Defeasance Collateral. The Master Servicer shall hold such cash and maintain the
Defeasance Deposit Account on behalf of the Trustee and, in the case of a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s), to secure payment on the related Defeasance Mortgage Loan. The
Defeasance Deposit Account shall be an Eligible Account. To the extent permitted
by law or the applicable Defeasance Mortgage Loan, prior to the purchase of
Defeasance Collateral, funds in the Defeasance Deposit Account may be invested
only in Permitted Investments in accordance with the provisions of Section 3.06.
The Master Servicer shall pay or cause to be paid to the related Mortgagor(s)
interest, if any, earned on the investment of funds in the Defeasance Deposit
Account, if required by law or the terms of the related Defeasance Mortgage
Loan(s).

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

            (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. Subject to Section 2.05(b), the Trustee
shall establish and maintain, on a book-entry basis, the "Class V Sub-Account",
which sub-account shall be deemed to be held in trust for the benefit of the
Holders of the Class V Certificates. The Master Servicer shall deliver to the
Trustee each month on or before the Trust Master Servicer Remittance Date
therein, for deposit in the Collection Account, an aggregate amount of
immediately available funds equal to the Master Servicer Remittance Amount for
such Trust Master Servicer Remittance Date, together with, in the case of the
Final Distribution Date, any additional amounts contemplated by the second
paragraph of Section 9.01 and any Loss of Value Payments contemplated by Section
3.05(e). Immediately upon deposit of the Master Servicer Remittance Amount for
any Trust Master Servicer Remittance Date into the Collection Account, subject
to Section 2.05(b), any portion thereof that represents Additional Interest
shall be deemed to have been deposited into the Class V Sub-Account.


                                      -163-



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

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

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

            The Trustee shall, upon receipt, deposit in the Collection Account
any and all amounts received by it that are required by the terms of this
Agreement to be deposited therein. In addition, as and when required pursuant to
Section 3.06, the Trustee shall (in all cases prior to distributions on the
Certificates being made on the related Distribution Date) deposit in the
Collection Account any amounts required to be so deposited by the Trustee
pursuant to Section 3.06 in connection with losses incurred with respect to
Permitted Investments of funds held in the Collection Account.

            In the event that the Master Servicer fails, on any Trust Master
Servicer Remittance Date, to remit to the Trustee any amount(s) required to be
so remitted to the Trustee hereunder by such date, the Master Servicer shall pay
the Trustee, for the account of the Trustee, interest, calculated at the Prime
Rate, on such amount(s) not timely remitted, from and including that Trust
Master Servicer Remittance Date, to but not including the related Distribution
Date.

            On the Trust Master Servicer Remittance Date in March of each year
(commencing in March 2006), the Trustee shall transfer from the Interest Reserve
Account to the Collection Account all Interest Reserve Amounts then on deposit
in the Interest Reserve Account with respect to the Interest Reserve Mortgage
Loans and any Interest Reserve REO Mortgage Loans.

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

            (c)     The Trustee shall establish and maintain one or more
accounts (collectively, the "Interest Reserve Account"), to be held in trust for
the benefit of the Certificateholders, for purposes of holding the Interest
Reserve Amounts in respect of the Interest Reserve Mortgage Loans and any
Interest Reserve REO Mortgage Loans. Each account that constitutes the Interest
Reserve Account shall be an Eligible Account. On each Distribution Date in
February and, during a year that is not a leap year, in January, commencing in
_______________, prior to any distributions being made in respect of the
Certificates on the subject Distribution Date, the Trustee shall withdraw from
the Collection Account and deposit in the Interest Reserve Account with respect
to each Interest Reserve Mortgage Loan and Interest Reserve REO Mortgage Loan,
an amount equal to the Interest Reserve Amount, if any, in respect of such
Mortgage Loan or REO Mortgage Loan, as the case may be, for such Distribution
Date; provided that no such transfer of funds shall occur if the subject
Distribution Date is the Final Distribution Date. In addition, as and when
required pursuant to Section 3.06, the Trustee shall (in any event prior to any
distributions on the Certificates and any transfers to the Collection Account on
or before the related Distribution Date) deposit in the Interest Reserve Account
any amounts required to be so deposited by the Trustee pursuant to Section 3.06
in connection with losses incurred with respect to Permitted Investments of
funds held in the Interest Reserve Account. Subject to the next paragraph, the
Interest Reserve Account may be a sub-account of the Collection Account.


                                      -164-



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

            (d)     If any Excess Liquidation Proceeds are received on the
Mortgage Pool, the Trustee shall establish and maintain one or more accounts
(collectively, the "Excess Liquidation Proceeds Account") to be held in trust
for the benefit of the Certificateholders, for purposes of holding such Excess
Liquidation Proceeds. Each account that constitutes the Excess Liquidation
Proceeds Account shall be an Eligible Account. On each Trust Master Servicer
Remittance Date, the Master Servicer shall withdraw from the Pool Custodial
Account and remit to the Trustee for deposit in the Excess Liquidation Proceeds
Account all Excess Liquidation Proceeds received with respect to the Mortgage
Pool during the related Collection Period ending in the calendar month in which
such Trust Master Servicer Remittance Date occurs. In addition, as and when
required pursuant to Section 3.06, the Trustee shall (in any event prior to any
transfers to the Collection Account on or before the related Distribution Date)
deposit in the Excess Liquidation Proceeds Account any amounts required to be so
deposited by the Trustee pursuant to Section 3.06 in connection with losses
incurred with respect to Permitted Investments of funds held in the Excess
Liquidation Proceeds Account. Subject to the next paragraph, the Excess
Liquidation Proceeds Account may be a sub-account of the Collection Account.

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

            (e)     If any Loss of Value Payments are received in connection
with a Material Document Defect or Material Breach, as the case may be, pursuant
to or as contemplated by Section 2.03(e), the Trustee shall establish and
maintain one or more non-interest bearing accounts (collectively, the "Loss of
Value Reserve Fund") to be held in trust for the benefit of the
Certificateholders, for purposes of holding such Loss of Value Payments. Each
account that constitutes the Loss of Value Reserve Fund shall be an Eligible
Account. The Trustee shall, upon receipt, deposit in the Loss of Value Reserve
Fund all Loss of Value Payments received by it.

            (f)     Funds (other than the Initial Deposits) in the Pool
Custodial Account, the Collection Account, the Interest Reserve Account and the
Excess Liquidation Proceeds Account may be invested only in Permitted
Investments in accordance with the provisions of Section 3.06. Funds in the Loss
of Value Reserve Fund shall remain uninvested. The Master Servicer shall give
notice to the Trustee, the Special Servicer and the Rating Agencies of the
location of the Pool Custodial Account as of the Closing Date and of the new
location of the Pool Custodial Account prior to any change thereof.


                                      -165-



As of the Closing Date, the Collection Account, the Interest Reserve Account and
the Excess Liquidation Proceeds Account shall be located at the Trustee's
Corporate Trust Office. The Trustee shall give notice to the Master Servicer,
the Special Servicer and the Rating Agencies of any change in the location of
the Collection Account, the Interest Reserve Account or the Excess Liquidation
Proceeds Account prior to any change thereof.

            SECTION 3.04A.    Loan Combination Custodial Accounts for Serviced
                              Loan Combinations.

            (a)     With respect to each Serviced Loan Combination, the Master
Servicer shall establish and maintain one or more separate accounts
(collectively, with respect to such Serviced Loan Combination, the related "Loan
Combination Custodial Account") in which the amounts described in clauses (i)
through (ix) below, insofar as they are related to one or more Mortgage Loans
included in such Serviced Loan Combination, shall be deposited and held in trust
for the benefit of the holders of such Mortgage Loans, as their interests may
appear; provided that, subject to the last paragraph of this Section 3.04A(a),
each Loan Combination Custodial Account may be a sub-account of the Pool
Custodial Account. Each Loan Combination Custodial Account shall be an Eligible
Account or, subject to the last paragraph of this Section 3.04A(a), a
sub-account of an Eligible Account. The Master Servicer shall deposit or cause
to be deposited in each Loan Combination Custodial Account, within one (1)
Business Day of receipt (in the case of payments or other collections on the
related Serviced Loan Combination) or as otherwise required hereunder, the
following payments and collections received or made by the Master Servicer or on
its behalf with respect to the related Serviced Loan Combination subsequent to
the Cut-off Date (other than in respect of principal and interest on such
Serviced Loan Combination due and payable on or before the Cut-off Date, which
payments shall be held pursuant to the terms of the related Co-Lender Agreement,
and other than amounts required to be deposited in the Defeasance Deposit
Account):

                    (i)     all payments on account of principal of the related
      Serviced Loan Combination, including Principal Prepayments, and regardless
      of whether those payments are made by the related Mortgagor, any related
      guarantor or any party exercising any cure rights hereunder or under the
      related Co-Lender Agreement or any related mezzanine intercreditor
      agreement, out of any related Reserve Funds maintained for such purpose,
      out of collections on any related Defeasance Collateral or from any other
      source;

                    (ii)    all payments on account of interest on the related
      Serviced Loan Combination, including Default Interest, and regardless of
      whether those payments are made by the related Mortgagor, any related
      guarantor, or any party exercising any cure rights hereunder or under the
      related Co-Lender Agreement or any related mezzanine intercreditor
      agreement, out of any related Reserve Funds maintained for such purpose,
      out of collections on any related Defeasance Collateral or from any other
      source;

                    (iii)   all Prepayment Consideration and/or late payment
      charges received in respect of the related Serviced Loan Combination;

                    (iv)    all Insurance Proceeds, Condemnation Proceeds and
      Liquidation Proceeds received in respect of the related Serviced Loan
      Combination or, except to the extent such proceeds are to first be
      deposited in a Loan Combination REO Account, any related Administered REO
      Property;


                                      -166-



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

                    (vi)    any amounts required to be deposited by the Master
      Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
      with losses with respect to the related Serviced Loan Combination
      resulting from a deductible clause in a blanket or master force placed
      hazard insurance policy;

                    (vii)   any amounts required to be transferred from the Loan
      Combination REO Account established with respect to the related Serviced
      Loan Combination pursuant to Section 3.16(c);

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

                    (ix)    any amounts representing a reimbursement, payment
      and/or contribution due and owing to a party other than the Trust from any
      related Non-Trust Mortgage Loan Noteholder in accordance with the related
      Co-Lender Agreement;

provided that, with respect to a Serviced Loan Combination, any Liquidation
Proceeds derived from a Permitted Purchase of the Trust Mortgage Loan included
in such Serviced Loan Combination or the Trust's interest in any related REO
Property, shall in each case be deposited into the Pool Custodial Account.

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


                                      -167-



            Upon receipt of any of the amounts described in clauses (i) through
(iv), (viii) and (ix) of the second preceding paragraph with respect to any
Serviced Loan Combination, the Special Servicer shall promptly, but in no event
later than two (2) Business Days after receipt, remit such amounts to the Master
Servicer for deposit into the related Loan Combination Custodial Account in
accordance with the second preceding paragraph (or, if applicable, into the Pool
Custodial Account in accordance with Section 3.04(a) and the proviso to the
second preceding paragraph), unless the Special Servicer determines, consistent
with the Servicing Standard, that a particular item should not be deposited
because of a restrictive endorsement or other appropriate reason. With respect
to any such amounts paid by check to the order of the Special Servicer, the
Special Servicer shall endorse such check to the order of the Master Servicer,
unless the Special Servicer determines, consistent with the Servicing Standard,
that a particular item cannot be so endorsed and delivered because of a
restrictive endorsement or other appropriate reason. Any such amounts received
by the Special Servicer with respect to an Administered REO Property that
relates to a Serviced Loan Combination shall initially be deposited by the
Special Servicer into the Loan Combination REO Account established with respect
to such Serviced Loan Combination and thereafter remitted to the Master Servicer
for deposit into the related Loan Combination Custodial Account, all in
accordance with Section 3.16(c).

            Notwithstanding that a Loan Combination Custodial Account may be a
sub-account of the Pool Custodial Account for reasons of administrative
convenience, such Loan Combination Custodial Account and the Pool Custodial
Account shall, for all purposes of this Agreement (including the obligations and
responsibilities of the Master Servicer hereunder), be considered to be and
shall be required to be treated as, separate and distinct accounts. The Master
Servicer shall indemnify and hold harmless the Trust Fund and the respective
related Non-Trust Mortgage Loan Noteholders against any losses arising out of
the failure by the Master Servicer to perform its duties and obligations
hereunder as if such accounts were separate accounts. The provisions of this
paragraph shall survive any resignation or removal of the Master Servicer and
appointment of a successor master servicer.

            (g)     If and when the related Mortgagor elects to defease any
Serviced Loan Combination or any portion thereof, the provisions of the next to
last paragraph of Section 3.04(a) relating to the Defeasance Deposit Account
shall apply.

            (h)     In connection with each Serviced Loan Combination, the
Master Servicer shall give notice to the Trustee, the related Non-Trust Mortgage
Loan Noteholder(s) and the Special Servicer of the location of the related Loan
Combination Custodial Account when first established and of the new location of
the related Loan Combination Custodial Account prior to any change thereof.

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

            (a)     Subject to Section 1.03(e), which limits the application
of amounts otherwise distributable with respect to the Loan-Specific
Certificates, 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


                                      -168-



      amounts that may be applied to make P&I Advances with respect to the
      Mortgage Pool pursuant to Section 4.03(a);

                    (ii)    to reimburse the Fiscal Agent, the Trustee and
      itself, in that order, for unreimbursed P&I Advances made thereby with
      respect to the Mortgage Pool (exclusive of any Serviced Combination Trust
      Mortgage Loan or any successor REO Trust Mortgage Loan with respect
      thereto), the Fiscal Agent's, the Trustee's and the Master Servicer's, as
      the case may be, respective rights to reimbursement pursuant to this
      clause (ii) with respect to any such P&I Advance being limited to amounts
      on deposit in the Pool Custodial Account that represent Late Collections
      of interest and principal (net of related Master Servicing Fees and any
      related Workout Fees and/or Liquidation Fees) received in respect of the
      particular Trust Mortgage Loan or REO Trust Mortgage Loan as to which such
      P&I Advance was made;

                    (iii)   to pay to itself earned and unpaid Master Servicing
      Fees with respect to the Mortgage Pool (exclusive of any Serviced
      Combination Trust Mortgage Loan or any successor REO Trust Mortgage Loan
      with respect thereto), the Master Servicer's right to payment pursuant to
      this clause (iii) with respect to any such Master Servicing Fees being
      limited to amounts on deposit in the Pool Custodial Account that are
      allocable as a recovery of interest on or in respect of the Trust Mortgage
      Loan or REO Trust Mortgage Loan as to which such Master Servicing Fees
      were earned;

                    (iv)    to pay (A) to the Special Servicer, out of general
      collections on the Mortgage Pool on deposit in the Pool Custodial Account,
      earned and unpaid Special Servicing Fees in respect of each Specially
      Serviced Trust Mortgage Loan and each REO Trust Mortgage Loan that relates
      to an Administered REO Property and (B) to itself, out of general
      collections on the Mortgage Pool on deposit in the Pool Custodial Account,
      any Master Servicing Fee earned in respect of any Trust Mortgage Loan or
      REO Trust Mortgage Loan that remains unpaid in accordance with clause
      (iii) above or Section 3.05A, as applicable, following a Final Recovery
      Determination made with respect to such Trust Mortgage Loan or the related
      REO Property and the deposit into the Pool Custodial Account of all
      amounts received in connection with such Final Recovery Determination;

                    (v)     to pay the Special Servicer (or, if applicable, a
      predecessor Special Servicer) any earned and unpaid Workout Fees and
      Liquidation Fees in respect of each Specially Serviced Trust Mortgage
      Loan, each Corrected Trust Mortgage Loan and/or each REO Trust Mortgage
      Loan that relates to an Administered REO Property (other than, if
      applicable, any Serviced Combination Trust Mortgage Loan or any successor
      REO Trust Mortgage Loan with respect thereto), as applicable, in the
      amounts and from the sources specified in Section 3.11(c);

                    (vi)    to reimburse the Fiscal Agent, the Trustee, itself
      and the Special Servicer, in that order, for any unreimbursed Servicing
      Advances made thereby with respect to any Serviced Trust Mortgage Loan or
      Administered REO Property (other than any Serviced Combination Trust
      Mortgage Loan or any related Administered REO Property), 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 amounts on deposit in
      the Pool Custodial Account that represent payments made by or on behalf of
      the related Mortgagor to cover the item for which such Servicing Advance
      was made,


                                      -169-



      and to amounts on deposit in the Pool Custodial Account that represent
      Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and, if
      applicable, REO Revenues (in each case, if applicable, net of any
      Liquidation Fee or Workout Fee payable therefrom) received in respect of
      the particular Serviced Trust Mortgage Loan or Administered REO Property
      as to which such Servicing Advance was made;

                    (vii)   to reimburse the Fiscal Agent, the Trustee, itself
      and the Special Servicer, in that order, out of general collections on the
      Mortgage Pool on deposit in the Pool Custodial Account, for any
      unreimbursed Advances that have been or are determined to be
      Nonrecoverable Advances (provided that such amounts may be withdrawn over
      time in accordance with Sections 3.11(g) or 4.03(d), as applicable);

                    (viii)  to pay the Fiscal Agent, the Trustee, itself and the
      Special Servicer, in that order, any unpaid interest accrued and payable
      in accordance with Section 3.11(g) or 4.03(d), as applicable, on any
      Advance made thereby under this Agreement, 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 limited to amounts on deposit in the Pool
      Custodial Account that represent Default Charges collected on or in
      respect of the Trust Mortgage Loan or REO Trust Mortgage Loan, as
      applicable, as to which the subject Advance was made, as and to the extent
      contemplated by Section 3.26;

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

                    (x)     to pay, out of amounts on deposit in the Pool
      Custodial Account that represent Default Charges collected on or in
      respect of the Trust Mortgage Loan or REO Trust Mortgage Loan to which the
      subject expense relates (to the extent such Default Charges are not
      otherwise applied as contemplated by clause (viii) above), any unpaid
      expense (other than interest accrued on Advances, which is payable
      pursuant to clause (viii) above, and other than Special Servicing Fees,
      Liquidation Fees and Workout Fees) that is incurred with respect to such
      Trust Mortgage Loan or REO Trust Mortgage Loan and that, if paid from
      collections on the Mortgage Pool other than Default Charges collected with
      respect to such Trust Mortgage Loan or REO Trust Mortgage Loan, would
      constitute an Additional Trust Fund Expense, as and to the extent
      contemplated by Section 3.26;


                                      -170-



                    (xi)    to pay, out of general collections on the Mortgage
      Pool on deposit in the Pool Custodial Account, for (A) costs and expenses
      incurred by the Trust Fund pursuant to Section 3.09(c) (other than the
      costs of environmental testing, which are to be covered by, and
      reimbursable as, a Servicing Advance), (B) the cost of an independent
      appraiser or other expert in real estate matters retained pursuant to
      Sections 3.11(h), 3.18 or 4.03(c), and (C) the fees of any Independent
      Contractor retained with respect to any related Administered REO Property
      pursuant to Section 3.17(d) (to the extent that it has not paid itself
      such fees prior to remitting collections on such REO Property to the
      Special Servicer); provided that, in the case of a Mortgaged Property that
      relates to a Serviced Loan Combination, such payment pursuant to this
      clause (xi) is to be made only to the extent that (X) it would not
      ultimately be payable out of collections on or in respect of such Loan
      Combination or (Y) it is in the best interests of the Certificateholders;

                    (xii)   to pay itself, as additional master servicing
      compensation in accordance with Section 3.11(b), any amounts on deposit in
      the Pool Custodial Account that represent (A) interest and investment
      income earned in respect of amounts held in the Pool Custodial Account as
      provided in Section 3.06(b), but only to the extent of the Net Investment
      Earnings with respect to the Pool Custodial Account for any related
      Investment Period, (B) Prepayment Interest Excesses collected on the
      Mortgage Pool and (C) Net Default Charges (after application pursuant to
      Section 3.26) actually Received by the Trust that accrued in respect of an
      Outside Serviced Trust Mortgage Loan or Performing Serviced Trust Mortgage
      Loan; and to pay the Special Servicer, as additional special servicing
      compensation in accordance with Section 3.11(d), any amounts on deposit in
      the Pool Custodial Account that represent Net Default Charges (after
      application to cover such other payments and reimbursements as are
      provided for under Section 3.26) actually collected that accrued in
      respect of a Specially Serviced Trust Mortgage Loan and/or an REO Trust
      Mortgage Loan that relates to an Administered REO Property;

                    (xiii)  to pay itself, the Special Servicer, the Depositor,
      or any of their respective members, managers, directors, officers,
      employees and agents, as the case may be, out of general collections on
      the Mortgage Pool on deposit in the Pool Custodial Account, any amounts
      payable to any such Person pursuant to Section 6.03; provided that such
      payment does not relate solely to a Serviced Non-Trust Mortgage Loan or
      any successor REO Mortgage Loan with respect thereto;

                    (xiv)   to pay, out of general collections on the Mortgage
      Pool on deposit in the Pool Custodial Account, for (A) the cost of the
      Opinion of Counsel contemplated by Section 11.02(a), (B) the cost of an
      Opinion of Counsel contemplated by Section 11.01(a) or 11.01(c) in
      connection with any amendment to this Agreement requested by the Master
      Servicer or the Special Servicer that protects or is in furtherance of the
      rights and interests of Certificateholders, and (C) the cost of recording
      this Agreement in accordance with Section 11.02(a); provided that, in the
      cases of clauses (xiv)(A) and (xiv)(C), such payment shall be made from
      the Pool Custodial Account only to the extent that it is not otherwise
      paid from the related Loan Combination Custodial Account by the Trust
      Master Servicer Remittance Date following the applicable Collection Period
      in which the expense is incurred;


                                      -171-



                    (xv)    to pay itself, the Special Servicer, the Depositor,
      any Controlling Class Certificateholder or any other Person, as the case
      may be, with respect to each Trust Mortgage Loan, if any, previously
      purchased by such Person pursuant to this Agreement, all amounts received
      thereon subsequent to the date of purchase that have been deposited in the
      Pool Custodial Account; and, to the extent permitted under Section
      3.27(b), to reimburse the Class ___ Representative for any cure payments
      made thereby with respect to the ______________ Trust Mortgage Loan;

                    (xvi)   to pay, in accordance with Section 3.11(i), out of
      general collections on the Mortgage Pool on deposit in the Pool Custodial
      Account, any servicing expenses, that would, if advanced, constitute
      Nonrecoverable Servicing Advances (other than servicing expenses that
      relate solely to a Non-Trust Mortgage Loan or any successor REO Mortgage
      Loan with respect thereto);

                    (xvii)  to pay, out of general collections on the Mortgage
      Pool on deposit in the Pool Custodial Account, to a Non-Trust Mortgage
      Loan Noteholder or an Outside Servicer, any amount (other than normal
      monthly payments) specifically payable or reimbursable to such party by
      the Trust, in its capacity as holder of the related Trust Mortgage Loan or
      REO Trust Mortgage Loan that is part of the relevant Loan Combination,
      pursuant to the terms of the related Co-Lender Agreement;

                    (xviii) to reimburse or pay the Fiscal Agent, the Trustee,
      the Master Servicer and/or the Special Servicer, as applicable, for
      unreimbursed Advances, unpaid Liquidation Fees, unpaid Special Servicing
      Fees, unpaid Workout Fees, unpaid Master Servicing Fees and/or any unpaid
      interest on any Advances, but only if and to the extent that such items
      relate solely to a Serviced Combination Trust Mortgage Loan or any
      successor REO Trust Mortgage Loan with respect thereto, each such party's
      respective rights to reimbursement pursuant to this clause (xviii) to be
      limited to amounts on deposit in the Pool Custodial Account that represent
      Liquidation Proceeds derived from a Permitted Purchase of such Serviced
      Combination Trust Mortgage Loan or the Trust's interest in any related
      Administered REO Property; provided that, such items may only be
      reimbursed to any party pursuant to this clause (xviii) if and to the
      extent that such items have not been or are not simultaneously being
      reimbursed to such party pursuant to Section 3.05A; and provided, further,
      that, in the case of a sale of a Serviced Combination Trust Mortgage Loan
      with respect to which the Purchase Price therefor has been reduced by
      amounts set forth in the next to last proviso of the definition of
      "Purchase Price", the amount of any unpaid Master Servicing Fees,
      unreimbursed Advances and/or unpaid interest on Advances reimbursable to
      any party pursuant to this clause (xviii) shall be reduced by any related
      unpaid Master Servicing Fees, unreimbursed Advances and unpaid interest on
      Advances in respect of the subject Serviced Combination Trust Mortgage
      Loan or REO Trust Mortgage Loan that have served to so reduce such
      Purchase Price therefor and which, following the purchase or sale from
      which the subject Liquidation Proceeds have been derived, will continue to
      be payable or reimbursable under the related Co-Lender Agreement and/or
      any successor servicing agreement with respect to the related Serviced
      Loan Combination to the Master Servicer and/or the Special Servicer (and
      which amounts shall no longer be payable hereunder);


                                      -172-



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

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

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

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

            In connection with any payments required to be made to a Non-Trust
Mortgage Loan Noteholder or an Outside Servicer in accordance with Section
3.05(a)(xvii), the Master Servicer may request a written statement from a
servicing officer or responsible officer, as applicable, of such Non-Trust
Mortgage Loan Noteholder or an Outside Servicer, describing the nature and
amount of the item for which such party is seeking payment or reimbursement and
setting forth the provision(s) of the related Co-Lender Agreement pursuant to
which such party believes it is entitled to reimbursement; provided that the
Master Servicer may not condition payments required to be made to a Non-Trust
Mortgage Loan Noteholder or an Outside Servicer in accordance with Section
3.05(a)(xvii) upon receipt of such a written statement (other than as permitted
under the related Co-Lender Agreement); and provided, further, that to the
extent such a written statement from a servicing officer or responsible officer,
as applicable, of the subject Non-Trust Mortgage Loan Noteholder or an Outside
Servicer is received by the Master Servicer, the Master Servicer may reasonably
rely upon such statement as the nature and amount of the item for which
reimbursement is sought.

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


                                      -173-



            (b)     Subject to Section 1.03(e), which limits the application
of amounts otherwise distributable with respect to the Loan-Specific
Certificates, the Trustee may, from time to time, make withdrawals from the
Collection Account for any of the following purposes (in no particular order of
priority):

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

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

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

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

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

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

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

                    (viii)  to pay itself any Net Investment Earnings with
      respect to the Collection Account for any related Investment Period; and

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


                                      -174-



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

            (c)     On each Trust Master Servicer Remittance Date in March
(commencing in March 200_), the Trustee shall withdraw from the Interest Reserve
Account and deposit in the Collection Account all Interest Reserve Amounts that
have been deposited in the Interest Reserve Account in respect of the Interest
Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans during
January and/or February of the same year in accordance with Section 3.04(c). On
each Distribution Date, the Trustee may withdraw from the Interest Reserve
Account and pay itself any Net Investment Earnings with respect to the Interest
Reserve Account for the then most recently ended related Investment Period.

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

            (e)     If any Loss of Value Payments are deposited into the Loss
of Value Reserve Fund with respect to any Trust Mortgage Loan or any related REO
Property, then the Trustee shall, promptly upon receipt of a written instruction
from the Special Servicer directing the Trustee to effect a transfer of Loss of
Value Payments and the amount thereof, transfer such Loss of Value Payments (up
to the remaining portion thereof) from the Loss of Value Reserve Fund to the
Pool Custodial Account for the following purposes (in no particular order of
priority):

                    (i)     to reimburse the Master Servicer, the Special
      Servicer, the Trustee or the Fiscal Agent, in accordance with Section
      3.05(a), for any Nonrecoverable Advance made by such party with respect to
      such Trust Mortgage Loan or any related REO Property (together with
      interest thereon);

                    (ii)    to pay, in accordance with Section 3.05(a), or to
      reimburse the Trust for the prior payment of, any expense relating to such
      Trust Mortgage Loan or any related REO Property that constitutes or, if
      not paid out of such Loss of Value Payments, would constitute an
      Additional Trust Fund Expense;

                    (iii)   to offset any Realized Loss (as calculated without
      regard to the application of such Loss of Value Payments) incurred with
      respect to such Trust Mortgage Loan or any successor REO Trust Mortgage
      Loan with respect thereto; and


                                      -175-



                    (iv)    following the occurrence of a Liquidation Event
      with respect to such Trust Mortgage Loan or any related REO Property, to
      cover the items contemplated by the immediately preceding clauses
      (i)-(iii) in respect of any other Trust Mortgage Loan or REO Trust
      Mortgage Loan;

provided that if any Loss of Value Payments are deposited into the Pool
Custodial Account with respect to the ______________ Trust Mortgage Loan or any
related REO Property, then the Trustee shall apply such funds for the purposes
set forth in the preceding clauses (i)-(iii), first, with respect to the
______________ Loan Component A-1a (until all amounts set forth in the preceding
clauses (i)-(iii) have been paid), and, second, with respect to the
______________ Loan Component A-1b (until all amounts set forth in the preceding
clauses (i)-(iii) have been paid).

            Any Loss of Value Payments transferred to the Pool Custodial Account
pursuant to clauses (i)-(iii) of the prior paragraph shall, except for purposes
of Section 3.11(c), be deemed to constitute Liquidation Proceeds Received by the
Trust in respect of the related Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto for which such Loss of Value Payments were
received; and any Loss of Value Payments transferred to the Pool Custodial
Account pursuant to clause (iv) of the prior paragraph shall, except for
purposes of Section 3.11(c), be deemed to constitute Liquidation Proceeds
Received by the Trust in respect of the Trust Mortgage Loan or REO Trust
Mortgage Loan for which such Loss of Value Payments are being transferred to the
Pool Custodial Account to cover an item contemplated by clauses (i) - (iii) of
the prior paragraph.

            On the Trust Master Servicer Remittance Date related to the Final
Distribution Date, the Trustee shall withdraw from the Loss of Value Reserve
Fund and deposit in the Collection Account, for distribution on the Final
Distribution Date, an amount equal to the lesser of (i) the entire amount, if
any, then on deposit in the Loss of Value Reserve Fund and (ii) the excess, if
any, of the aggregate amount needed to distribute to the Holders of the Regular
Interest Certificates in accordance with Section 9.01(a), all Distributable
Certificate Interest then payable thereto, together with the aggregate
Certificate Principal Balance of, and all Loss Reimbursement Amounts for such
Final Distribution Date in respect of, the respective Classes of the Regular
Interest Certificates, over the Available Distribution Amount for the Final
Distribution Date (calculated without regard to such transfer from the Loss of
Value Reserve Fund to the Collection Account). Such Loss of Value Payments so
deposited in the Collection Account shall constitute part of the Available
Distribution Amount for the Final Distribution Date. Any amount remaining in the
Loss of Value Reserve Fund on the Final Distribution Date, after application in
accordance with the second preceding sentence, shall be distributable to the
Holders of the Class R-III Certificates on the Final Distribution Date.

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

            (a)     The Master Servicer may, from time to time, make
withdrawals from the Loan Combination Custodial Account related to each Serviced
Loan Combination for any of the following purposes (the order set forth below
not constituting an order of priority for such withdrawals, except to the extent
expressly provided in the related Co-Lender Agreement):

                    (i)     to make remittances each month, on or before the
      related Loan Combination Master Servicer Remittance Date occurring in such
      month (and at such other times as may be required under the related
      Co-Lender Agreement), to the respective holders of the


                                      -176-



      Mortgage Loans or any successor REO Mortgage Loans contained in the
      subject Serviced Loan Combination, including the Trust (as holder of the
      Trust Mortgage Loan contained in the subject Serviced Loan Combination or
      any successor REO Trust Mortgage Loan with respect thereto, as
      applicable), all in accordance with the related Co-Lender Agreement, such
      remittances to the Trust to be made into the Pool Custodial Account;

                    (ii)    to reimburse, (A) first, the Fiscal Agent, second,
      the Trustee, and last, itself, in that order, for unreimbursed P&I
      Advances made by such party (with its own funds) with respect to the Trust
      Mortgage Loan included in the subject Serviced Loan Combination or any
      successor REO Trust Mortgage Loan with respect thereto, and (B) in the
      case of the ______________ Loan Combination, if the ______________
      Non-Trust Mortgage Loan has been included in a commercial mortgage
      securitization, the applicable party under the related Non-Trust Mortgage
      Loan Securitization Agreement for any delinquency advance (comparable to a
      P&I Advance) made by such party (with its own funds) with respect to the
      ______________ Non-Trust Mortgage Loan or any successor REO Mortgage Loan
      with respect thereto, any such reimbursement pursuant to this clause (ii)
      with respect to any such P&I Advance or comparable delinquency advance to
      be made out of amounts on deposit in the related Loan Combination
      Custodial Account that would otherwise be distributable to the Trust or
      the related Non-Trust Mortgage Loan Noteholder, as applicable, as late
      collections of interest on and/or principal of the Mortgage Loan included
      in the subject Serviced Loan Combination or any successor REO Mortgage
      Loan with respect thereto, as the case may be, without regard to such P&I
      Advance or comparable delinquency advance, as the case may be, such
      reimbursement to be deducted (if and to the extent so provided in the
      related Co-Lender Agreement) from the amounts otherwise so distributable;

                    (iii)   to reimburse, first, the Fiscal Agent, second, the
      Trustee, third, itself and, last, the Special Servicer, in that order, for
      any unreimbursed Servicing Advances made thereby with respect to the
      subject Serviced Loan Combination or any related REO Property, any such
      party's respective rights to reimbursement pursuant to this clause (iii)
      with respect to any Servicing Advance being limited to amounts on deposit
      in the related Loan Combination Custodial Account that represent payments
      made by or on behalf of the related Mortgagor to cover the item for which
      such Servicing Advance was made, and to amounts on deposit in the related
      Loan Combination Custodial Account that represent Liquidation Proceeds,
      Condemnation Proceeds, Insurance Proceeds and, if applicable, REO Revenues
      (in each case, if applicable, net of any Liquidation Fee or Workout Fee
      payable therefrom) received in respect of the subject Serviced Loan
      Combination or any related REO Property (with, if and to the extent
      applicable under the related Co-Lender Agreement, a corresponding
      allocation of such Servicing Advance and the reimbursement thereof to one
      or more of the Mortgage Loans comprising the subject Serviced Loan
      Combination or any successor REO Mortgage Loans with respect thereto (and,
      if applicable, between any loan components of any such Mortgage Loan or
      REO Mortgage Loan), and a corresponding deduction of such Servicing
      Advance from the amounts otherwise distributable under the related
      Co-Lender Agreement to one or more of the respective holders of the
      Mortgage Loans comprising the subject Serviced Loan Combination or any
      successor REO Mortgage Loans with respect thereto, all in accordance with
      the related Co-Lender Agreement, and taking into account the subordination
      of any Serviced Note B Non-Trust Mortgage Loan(s) included in the subject
      Serviced Loan Combination or any successor REO Mortgage Loan(s)


                                      -177-



      with respect thereto or, in the case of the ______________ Loan
      Combination, the subordination of the ______________ Loan Component A-1b);

                    (iv)    in the case of the ______________ Loan Combination,
      to pay the Fiscal Agent, the Trustee and itself and, if the ______________
      Non-Trust Mortgage Loan has been included in a commercial mortgage
      securitization, the applicable party under the related Non-Trust Mortgage
      Loan Securitization Agreement for any unpaid interest accrued and payable
      hereunder or under such Non-Trust Mortgage Loan Securitization Agreement,
      as applicable, on any P&I Advance made thereby under this Agreement on the
      ______________ Trust Mortgage Loan or any successor REO Trust Mortgage
      Loan with respect thereto or on any delinquency advance comparable to a
      P&I Advance made thereby under the applicable Non-Trust Mortgage Loan
      Securitization Agreement with respect to the ______________ Non-Trust
      Mortgage Loan or any successor REO Mortgage Loan with respect thereto, any
      such payment (as and to the extent provided in the related Co-Lender
      Agreement) to be made pursuant to this clause (iv) out of: first, any
      amounts on deposit in the related Loan Combination Custodial Account that
      would otherwise be distributable under the related Co-Lender Agreement to
      the holders of the ______________ Mortgage Loans or any successor REO
      Mortgage Loans with respect thereto as Default Charges on their respective
      Mortgage Loans or any successor REO Mortgage Loans with respect thereto,
      all in accordance with Section 3.26, with such payment to be deducted from
      the amounts otherwise so distributable; second, to the maximum extent
      permitted by the related Co-Lender Agreement, any amounts on deposit in
      the related Loan Combination Custodial Account that would otherwise be
      distributable under the related Co-Lender Agreement with respect to the
      ______________ Loan Component A-1b as collections of interest on and/or
      principal of, or any other relevant amounts with respect to, such
      ______________ Loan Component, with such payment to be deducted (if and to
      the extent so provided in the related Co-Lender Agreement) from such
      amounts otherwise so distributable; and third, any remaining amounts on
      deposit in the related Loan Combination Custodial Account that would
      otherwise be distributable under the related Co-Lender Agreement to the
      holders of the ______________ Mortgage Loans or any successor REO Mortgage
      Loans with respect thereto (with, if and to the extent applicable under
      the related Co-Lender Agreement, a corresponding allocation of the
      remaining portion of such interest on such P&I Advance or other comparable
      delinquency advance and the payment thereof to one or more of the
      ______________ Mortgage Loans or any successor REO Mortgage Loans with
      respect thereto (and, in the case of the ______________ Trust Mortgage
      Loan or any successor REO Trust Mortgage Loan with respect thereto, to one
      or both of the ______________ Loan Components), and a corresponding
      deduction of the remaining portion of such interest on such P&I Advance or
      other comparable delinquency advance from such remaining amounts otherwise
      so distributable under the related Co-Lender Agreement to one or more of
      the respective holders of the ______________ Mortgage Loans or any
      successor REO Mortgage Loans with respect thereto, all in accordance with
      the related Co-Lender Agreement, and taking into account the subordination
      of the ______________ Loan Component A-1b; provided that, in the case of
      subclauses second and third of this clause (iv), such payment shall be
      made only to the extent the related P&I Advance or other comparable
      delinquency advance has been or is contemporaneously being reimbursed and
      only insofar as such unpaid interest is not then payable pursuant to a
      withdrawal made in accordance with subclause first of this clause (iv);

                    (v)     in the case of a Serviced A/B Loan Combination, to
      pay the Fiscal Agent, the Trustee and itself for any unpaid interest
      accrued and payable hereunder on any P&I


                                      -178-



      Advance made thereby under this Agreement on the Trust Mortgage Loan
      included in the subject Serviced Loan Combination or any successor REO
      Trust Mortgage Loan with respect thereto, any such payment (as and to the
      extent provided in the related Co-Lender Agreement) to be made pursuant to
      this clause (v) out of: first, any amounts on deposit in the related Loan
      Combination Custodial Account that would otherwise be distributable under
      the related Co-Lender Agreement to the holders of the Mortgage Loans
      comprising the subject Serviced Loan Combination or any successor REO
      Mortgage Loans with respect thereto as Default Charges on their respective
      Mortgage Loans or any successor REO Mortgage Loans with respect thereto,
      all in accordance with Section 3.26, with such payment to be deducted from
      the amounts otherwise so distributable; and second, to the maximum extent
      permitted by the related Co-Lender Agreement, any amounts on deposit in
      the related Loan Combination Custodial Account that would otherwise be
      distributable under the related Co-Lender Agreement to the related
      Non-Trust Mortgage Loan Noteholder(s) as collections of interest on and/or
      principal of, or any other relevant amounts with respect to, the Serviced
      Note B Non-Trust Mortgage Loan(s) included in the subject Serviced Loan
      Combination or any successor REO Mortgage Loan(s) with respect thereto,
      with such payment to be deducted (if and to the extent so provided in the
      related Co-Lender Agreement) from such amounts otherwise so distributable;
      and third, any remaining amounts on deposit in the related Loan
      Combination Custodial Account that would otherwise be distributable under
      the related Co-Lender Agreement to the holders of the Mortgage Loans
      comprising the subject Serviced Loan Combination or any successor REO
      Mortgage Loans with respect thereto (with, if and to the extent applicable
      under the related Co-Lender Agreement, a corresponding allocation of the
      remaining portion of such interest on such P&I Advance and the payment
      thereof to one or more of the Mortgage Loans comprising the subject
      Serviced Loan Combination or any successor REO Mortgage Loans with respect
      thereto, and a corresponding deduction of the remaining portion of such
      interest on such P&I Advance from such remaining amounts otherwise so
      distributable under the related Co-Lender Agreement to one or more of the
      respective holders of the Mortgage Loans comprising the subject Serviced
      Loan Combination or any successor REO Mortgage Loans with respect thereto,
      all in accordance with the related Co-Lender Agreement, and taking into
      account the subordination of the Serviced Note B Non-Trust Mortgage
      Loan(s) included in the subject Serviced Loan Combination or any successor
      REO Mortgage Loan(s) with respect thereto); provided that, in the case of
      subclauses second and third of this clause (v), such payment shall be made
      only to the extent the related P&I Advance has been or is
      contemporaneously being reimbursed and only insofar as such unpaid
      interest is not then payable pursuant to a withdrawal made in accordance
      with subclause first of this clause (v);

                    (vi)    to pay the Fiscal Agent, the Trustee, itself and the
      Special Servicer for any unpaid interest accrued and payable hereunder on
      any Servicing Advance made thereby under this Agreement with respect to
      the subject Serviced Loan Combination or any related Administered REO
      Property, any such payment (as and to the extent provided in the related
      Co-Lender Agreement) to be made pursuant to this clause (vi) out of:
      first, any amounts on deposit in the related Loan Combination Custodial
      Account that would otherwise be distributable under the related Co-Lender
      Agreement to the holders of the Mortgage Loans comprising the subject
      Serviced Loan Combination or any successor REO Mortgage Loans with respect
      thereto as Default Charges on their respective Mortgage Loans or any
      successor REO Mortgage Loans with respect thereto, all in accordance with
      Section 3.26, with such payment to be deducted from such amounts otherwise
      so distributable; second, to the maximum extent permitted by the related
      Co-Lender Agreement, any amounts on deposit in the related Loan
      Combination Custodial Account


                                      -179-



      that would otherwise be distributable under the related Co-Lender
      Agreement to the related Non-Trust Mortgage Loan Noteholder(s) or the
      Trust, as applicable, as collections of interest on and/or principal of,
      or any other relevant amounts with respect to, any Serviced Note B
      Non-Trust Mortgage Loan(s) included in the subject Serviced Loan
      Combination or any successor REO Mortgage Loan with respect thereto (or,
      in the case of the ______________ Loan Combination, the ______________
      Loan Component A-1b), with such payment to be deducted (if and to the
      extent so provided in the related Co-Lender Agreement) from such amounts
      otherwise so distributable; and third, any remaining amounts on deposit in
      the related Loan Combination Custodial Account that would otherwise be
      distributable under the related Co-Lender Agreement to the holders of the
      Mortgage Loans comprising the subject Serviced Loan Combination or any
      successor REO Mortgage Loans with respect thereto (with, if and to the
      extent applicable under the related Co-Lender Agreement, a corresponding
      allocation of the remaining portion of such interest on such Servicing
      Advance and the payment thereof to one or more of the Mortgage Loans
      comprising the subject Serviced Loan Combination or any successor REO
      Mortgage Loans with respect thereto (and, if applicable, between any loan
      components of any such Mortgage Loan or REO Mortgage Loan), and a
      corresponding deduction of the remaining portion of such interest on such
      Servicing Advance from such remaining amounts otherwise so distributable
      under the related Co-Lender Agreement to one or more of the respective
      holders of the Mortgage Loans comprising the subject Serviced Loan
      Combination or any successor REO Mortgage Loans with respect thereto, all
      in accordance with the related Co-Lender Agreement, and taking into
      account the subordination of any Serviced Note B Non-Trust Mortgage
      Loan(s) included in the subject Serviced Loan Combination or any successor
      REO Mortgage Loan(s) with respect thereto or, in the case of the
      ______________ Loan Combination, the subordination of the ______________
      Loan Component A-1b); provided that, in the case of subclause second and
      third of this clause (vi), such payment shall be made only to the extent
      the related Servicing Advance has been or is contemporaneously being
      reimbursed and only insofar as such unpaid interest is not then payable
      pursuant to a withdrawal made in accordance with subclause first above of
      this clause (vi);

                    (vii)   to pay to itself any earned and unpaid Master
      Servicing Fees with respect to each Mortgage Loan and successor REO
      Mortgage Loan contained in the subject Serviced Loan Combination (or, in
      the case of the ______________ Trust Mortgage Loan or any successor REO
      Trust Mortgage Loan with respect thereto, each ______________ Loan
      Component), the right of the Master Servicer to payment pursuant to this
      clause (vii) with respect to any such Mortgage Loan or successor REO
      Mortgage Loan being limited to amounts on deposit in the related Loan
      Combination Custodial Account that were received on or in respect of such
      Mortgage Loan or such successor REO Mortgage Loan (or such ______________
      Loan Component), as the case may be, and are allocable as a recovery of
      interest thereon;

                    (viii)  to reimburse, first, the Fiscal Agent, second, the
      Trustee, and last, itself, in that order, for any unreimbursed P&I
      Advances made by such party (with its own funds) with respect to the Trust
      Mortgage Loan included in the subject Serviced Loan Combination or any
      successor REO Trust Mortgage Loan with respect thereto that such party has
      determined are Nonrecoverable Advances, any such reimbursement (as and to
      the extent provided in the related Co-Lender Agreement) to be made
      pursuant to this clause (viii) out of: first, to the maximum extent
      permitted under the related Co-Lender Agreement, any amounts on deposit in
      the related Loan Combination Custodial Account that would otherwise be
      distributable under the related


                                      -180-



      Co-Lender Agreement to the related Non-Trust Mortgage Loan Noteholder(s)
      or the Trust, as applicable, as collections of interest on and/or
      principal of, or any other relevant amounts with respect to, any Serviced
      Note B Non-Trust Mortgage Loan(s) included in the subject Serviced Loan
      Combination or any successor REO Mortgage Loan(s) with respect thereto
      (or, in the case of the ______________ Loan Combination, the
      ______________ Loan Component A-1b), with such payment to be deducted (if
      and to the extent so provided in the related Co-Lender Agreement) from
      such amounts otherwise so distributable; and second, any remaining amounts
      on deposit in the related Loan Combination Custodial Account that would
      otherwise be distributable under the related Co-Lender Agreement to
      the holders of the Mortgage Loans comprising the subject Serviced Loan
      Combination or any successor REO Mortgage Loans with respect thereto
      (with, if and to the extent applicable under the related Co-Lender
      Agreement, a corresponding allocation of the remaining portion of such P&I
      Advances and the reimbursement thereof to one or more of the Mortgage
      Loans comprising the subject Serviced Loan Combination or any successor
      REO Mortgage Loans with respect thereto (and, if applicable, between any
      loan components of any such Mortgage Loan or REO Mortgage Loan), and a
      corresponding deduction of the remaining portion of such P&I Advances from
      such remaining amounts otherwise so distributable under the related
      Co-Lender Agreement to one or more of the respective holders of the
      Mortgage Loans comprising the subject Serviced Loan Combination or any
      successor REO Mortgage Loans with respect thereto, all in accordance with
      the related Co-Lender Agreement, and taking into account the subordination
      of any Serviced Note B Non-Trust Mortgage Loan(s) included in the subject
      Serviced Loan Combination or any successor REO Mortgage Loan(s) with
      respect thereto or, in the case of the ______________ Loan Combination,
      the subordination of the ______________ Loan Component A-1b);

                    (ix)    to reimburse, first, the Fiscal Agent, second, the
      Trustee, third, itself, and last, the Special Servicer, in that order, for
      any unreimbursed Servicing Advance made by such party (with its own funds)
      with respect to the subject Serviced Loan Combination or any related
      Administered REO Property that such party has determined is a
      Nonrecoverable Advance, any such reimbursement (as and to the extent
      provided in the related Co-Lender Agreement) to be made pursuant to this
      clause (ix) out of: first, to the maximum extent permitted by the related
      Co-Lender Agreement, amounts on deposit in the related Loan Combination
      Custodial Account that would otherwise be distributable under the related
      Co-Lender Agreement to the related Non-Trust Mortgage Loan Noteholder(s)
      as collections of interest on and/or principal of, or any other relevant
      amounts with respect to, any Serviced Note B Non-Trust Mortgage Loan(s)
      included in the subject Serviced Loan Combination or any successor REO
      Mortgage Loan(s) with respect thereto (or, in the case of the
      ______________ Loan Combination, the ______________ Loan Component A-1b),
      with such reimbursement to be deducted (if and to the extent so provided
      in the related Co-Lender Agreement) from the amounts otherwise so
      distributable; and, second, any remaining amounts on deposit in the
      related Loan Combination Custodial Account that would otherwise be
      distributable under the related Co-Lender Agreement to the holders of the
      Mortgage Loans comprising the subject Serviced Loan Combination or any
      successor REO Mortgage Loans with respect thereto (with, if and to the
      extent applicable under the related Co-Lender Agreement, a corresponding
      allocation of the remaining portion of such Servicing Advance and the
      reimbursement thereof to one or more of the Mortgage Loans comprising the
      subject Serviced Loan Combination or any successor REO Mortgage Loans with
      respect thereto (and, if applicable, between any loan components of any
      such Mortgage Loan or REO Mortgage Loan), and a corresponding deduction of
      the remaining


                                      -181-



      portion of such Servicing Advance from such remaining amounts otherwise so
      distributable under the related Co-Lender Agreement to one or more of the
      respective holders of the Mortgage Loans comprising the subject Serviced
      Loan Combination or any successor REO Mortgage Loans with respect thereto,
      all in accordance with the related Co-Lender Agreement, and taking into
      account the subordination of any Serviced Note B Non-Trust Mortgage
      Loan(s) included in the subject Serviced Loan Combination or any successor
      REO Mortgage Loan(s) with respect thereto or, in the case of the
      ______________ Loan Combination, the subordination of the ______________
      Loan Component A-1b);

                    (x)     to pay to the Special Servicer any earned and unpaid
      Special Servicing Fees in respect of the subject Serviced Loan
      Combination, any such payment (as and to the extent provided in the
      related Co-Lender Agreement) to be made pursuant to this clause (x) out
      of: first, to the maximum extent permitted under the related Co-Lender
      Agreement, any amounts on deposit in the related Loan Combination
      Custodial Account that would otherwise be distributable under the related
      Co-Lender Agreement to the related Non-Trust Mortgage Loan Noteholder(s)
      as collections of interest on and/or principal of, or any other relevant
      amounts with respect to, any Serviced Note B Non-Trust Mortgage Loan(s)
      included in the subject Serviced Loan Combination or any successor REO
      Mortgage Loan(s) with respect thereto (or, in the case of the
      ______________ Loan Combination, the ______________ Loan Component A-1b),
      with such payment to be deducted (if and to the extent so provided in the
      related Co-Lender Agreement) from such amounts otherwise so distributable;
      and, second, any remaining amounts on deposit in the related Loan
      Combination Custodial Account that would otherwise be distributable under
      the related Co-Lender Agreement to the holders of the Mortgage Loans
      comprising the subject Serviced Loan Combination or any successor REO
      Mortgage Loans with respect thereto (with, if and to the extent applicable
      under the related Co-Lender Agreement, a corresponding allocation of the
      remaining portion of such Special Servicing Fees and the payment thereof
      to one or more of the Mortgage Loans comprising the subject Serviced Loan
      Combination or any successor REO Mortgage Loans with respect thereto (and,
      if applicable, between any loan components of any such Mortgage Loan or
      REO Mortgage Loan), and a corresponding deduction of the remaining portion
      of such Special Servicing Fees from such remaining amounts otherwise so
      distributable under the related Co-Lender Agreement to one or more of the
      respective holders of the Mortgage Loans comprising the subject Serviced
      Loan Combination or any successor REO Mortgage Loans with respect thereto,
      all in accordance with the related Co-Lender Agreement, and taking into
      account the subordination of any Serviced Note B Non-Trust Mortgage
      Loan(s) included in the subject Serviced Loan Combination or any successor
      REO Mortgage Loan(s) with respect thereto or, in the case of the
      ______________ Loan Combination, the subordination of the ______________
      Loan Component A-1b);

                    (xi)    to pay the Special Servicer (or, if applicable, a
      predecessor Special Servicer) earned and unpaid Workout Fees and
      Liquidation Fees in respect of the subject Serviced Loan Combination, in
      the amounts and, subject to the following priority, from the sources
      specified in Section 3.11(c) out of: first, to the maximum extent
      permitted under the related Co-Lender Agreement, any amounts on deposit in
      the related Loan Combination Custodial Account that would otherwise be
      distributable under the related Co-Lender Agreement to the related
      Non-Trust Mortgage Loan Noteholder(s) as collections of interest on and/or
      principal of, or any other relevant amounts with respect to, any Serviced
      Note B Non-Trust Mortgage Loan(s) included in the subject Serviced Loan
      Combination or any successor REO


                                      -182-



      Mortgage Loan(s) with respect thereto (or, in the case of the
      ______________ Loan Combination, the ______________ Loan Component A-1b)
      with such payment to be deducted (if and to the extent so provided in the
      related Co-Lender Agreement) from such amounts otherwise so distributable;
      and, second, any remaining amounts on deposit in the related Loan
      Combination Custodial Account that would otherwise be distributable under
      the related Co-Lender Agreement to the holders of the Mortgage Loans
      comprising the subject Serviced Loan Combination or any successor REO
      Mortgage Loans with respect thereto (with, if and to the extent applicable
      under the related Co-Lender Agreement, a corresponding allocation of the
      remaining portion of such Workout Fees and/or Liquidation Fees and the
      payment thereof to one or more of the Mortgage Loans comprising the
      subject Serviced Loan Combination or any successor REO Mortgage Loans with
      respect thereto (and, if applicable, between any loan components of any
      such Mortgage Loan or REO Mortgage Loan), and a corresponding deduction of
      the remaining portion of such Workout Fees and/or Liquidation Fees from
      such remaining amounts otherwise so distributable under the related
      Co-Lender Agreement to one or more of the respective holders of the
      Mortgage Loans comprising the subject Serviced Loan Combination or any
      successor REO Mortgage Loans with respect thereto, all in accordance with
      the related Co-Lender Agreement, and taking into account the subordination
      of any Serviced Note B Non-Trust Mortgage Loan(s) included in the subject
      Serviced Loan Combination or any successor REO Mortgage Loan(s) with
      respect thereto or, in the case of the ______________ Loan Combination,
      the subordination of the ______________ Loan Component A-1b);

                    (xii)   to pay for (A) costs and expenses incurred with
      respect to the Mortgaged Property securing the subject Serviced Loan
      Combination pursuant to Section 3.09(c) (other than the costs of
      environmental testing, which are to be covered by, and reimbursable as, a
      Servicing Advance), (B) the costs and expenses of obtaining appraisals of
      such Mortgaged Property pursuant to Section 3.11(h), 3.18 or Section
      4.03(c), as applicable, (C) any servicing expenses incurred with respect
      to the subject Serviced Loan Combination or any related REO Property, that
      would, if advanced, constitute Nonrecoverable Servicing Advances, in
      accordance with Section 3.11(i), and (D) the fees of any Independent
      Contractor retained with respect to any Administered REO Property related
      to the subject Serviced Loan Combination pursuant to Section 3.17(d) (to
      the extent that it has not paid itself such fees prior to remitting
      collections on such Administered REO Property to the Special Servicer),
      any such payment (as and to the extent provided in the related Co-Lender
      Agreement) to be made pursuant to this clause (xii) out of: first, to the
      maximum extent permitted under the related Co-Lender Agreement, any
      amounts on deposit in the related Loan Combination Custodial Account that
      would otherwise be distributable under the related Co-Lender Agreement to
      the related Non-Trust Mortgage Loan Noteholder(s) as collections of
      interest on and/or principal of, or any other relevant amounts with
      respect to, any Serviced Note B Non-Trust Mortgage Loan(s) included in the
      subject Serviced Loan Combination or any successor REO Mortgage Loan(s)
      with respect thereto (or, in the case of the ______________ Loan
      Combination, the ______________ Loan Component A-1b), with such payment to
      be deducted (if and to the extent so provided in the related Co-Lender
      Agreement) from such amounts otherwise so distributable; and, second, any
      remaining amounts on deposit in the related Loan Combination Custodial
      Account that would otherwise be distributable under the related Co-Lender
      Agreement to the holders of the Mortgage Loans comprising the subject
      Serviced Loan Combination or any successor REO Mortgage Loans with respect
      thereto (with, if and to the extent applicable under the related Co-Lender
      Agreement, a corresponding allocation of the remaining portion of such
      items specified in subclauses (A)-(D)


                                      -183-



      of this clause (xii) and the payment thereof to one or more of the
      Mortgage Loans comprising the subject Serviced Loan Combination or any
      successor REO Mortgage Loans with respect thereto (and, if applicable,
      between any loan components of any such Mortgage Loan or REO Mortgage
      Loan), and a corresponding deduction of the remaining portion of such
      items specified in subclauses (A)-(D) of this clause (xii) from such
      remaining amounts otherwise so distributable under the related Co-Lender
      Agreement to one or more of the respective holders of the Mortgage Loans
      comprising the subject Serviced Loan Combination or any successor REO
      Mortgage Loans with respect thereto, all in accordance with the related
      Co-Lender Agreement, and taking into account the subordination of any
      Serviced Note B Non-Trust Mortgage Loan(s) included in the subject
      Serviced Loan Combination or any successor REO Mortgage Loan(s) with
      respect thereto or, in the case of the ______________ Loan Combination,
      the subordination of the ______________ Loan Component A-1b);

                    (xiii)  to pay itself, as additional master servicing
      compensation in accordance with Section 3.11(b), interest and investment
      income earned in respect of amounts held in the related Loan Combination
      Custodial Account as provided in Section 3.06(b), but only to the extent
      of the Net Investment Earnings with respect to the related Loan
      Combination Custodial Account for any related Investment Period;

                    (xiv)   to pay itself, the Special Servicer, the Depositor
      or any of their respective members, managers, directors, officers,
      employees and agents, as the case may be, any amounts payable to any such
      Person pursuant to Section 6.03, to the extent such amounts relate to the
      subject Loan Combination, any such payment (as and to the extent provided
      in the related Co-Lender Agreement) to be made pursuant to this clause
      (xiv) out of: first, to the maximum extent permitted under the related
      Co-Lender Agreement, any amounts on deposit in the related Loan
      Combination Custodial Account that would otherwise be distributable under
      the related Co-Lender Agreement to the related Non-Trust Mortgage Loan
      Noteholder(s) as collections of interest on and/or principal of, or any
      other relevant amounts with respect to, any Serviced Note B Non-Trust
      Mortgage Loan(s) included in the subject Serviced Loan Combination or any
      successor REO Mortgage Loan(s) with respect thereto (or, in the case of
      the ______________ Loan Combination, the ______________ Loan Component
      A-1b), with such payment to be deducted (if and to the extent so provided
      in the related Co-Lender Agreement) from such amounts otherwise so
      distributable; and, second, any remaining amounts on deposit in the
      related Loan Combination Custodial Account that would otherwise be
      distributable under the related Co-Lender Agreement to the holders of the
      Mortgage Loans comprising the subject Serviced Loan Combination or any
      successor REO Mortgage Loans with respect thereto (with, if and to the
      extent applicable under the related Co-Lender Agreement, a corresponding
      allocation of the remaining portion of such amounts payable pursuant to
      Section 6.03 and the payment thereof to one or more of the Mortgage Loans
      comprising the subject Serviced Loan Combination or any successor REO
      Mortgage Loans with respect thereto (and, if applicable, between any loan
      components of any such Mortgage Loan or REO Mortgage Loan), and a
      corresponding deduction of the remaining portion of such amounts payable
      pursuant to Section 6.03 from such remaining amounts otherwise so
      distributable under the related Co-Lender Agreement to one or more of the
      respective holders of the Mortgage Loans comprising the subject Serviced
      Loan Combination or any successor REO Mortgage Loans with respect thereto,
      all in accordance with the related Co-Lender Agreement, and taking into
      account the subordination of any Serviced Note B Non-Trust Mortgage
      Loan(s) included in the subject


                                      -184-



      Serviced Loan Combination or any successor REO Mortgage Loan(s) with
      respect thereto or, in the case of the ______________ Loan Combination,
      the subordination of the ______________ Loan Component A-1b);

                    (xv)    to pay (out of amounts otherwise payable thereto
      under the related Co-Lender Agreement on any related Loan Combination
      Master Servicer Remittance Date) the respective shares of the holders of
      the Mortgage Loans or any REO Mortgage Loans contained in the subject
      Serviced Loan Combination of the cost of recording of the related
      Co-Lender Agreement in accordance with such Co-Lender Agreement;

                    (xvi)   to pay for the cost of recording this Agreement and
      the cost of any corresponding Opinion of Counsel, insofar as such
      recordation is for the benefit of the holders of the Mortgage Loans or any
      successor REO Mortgage Loans contained in the subject Serviced Loan
      Combination, any such payment (as and to the extent provided in the
      related Co-Lender Agreement) to be made pursuant to this clause (xvi) out
      of: first, to the maximum extent permitted under the related Co-Lender
      Agreement, any amounts on deposit in the related Loan Combination
      Custodial Account that would otherwise be distributable under the related
      Co-Lender Agreement to the related Non-Trust Mortgage Loan Noteholder(s)
      as collections of interest on and/or principal of, or any other relevant
      amounts with respect to, any Serviced Note B Non-Trust Mortgage Loan(s)
      included in the subject Serviced Loan Combination or any successor REO
      Mortgage Loan(s) with respect thereto (or, in the case of the
      ______________ Loan Combination, the ______________ Loan Component A-1b),
      with such payment to be deducted (if and to the extent so provided in the
      related Co-Lender Agreement) from such amounts otherwise so distributable;
      and, second, any remaining amounts on deposit in the related Loan
      Combination Custodial Account that would otherwise be distributable under
      the related Co-Lender Agreement to the holders of the Mortgage Loans
      comprising the subject Serviced Loan Combination or any successor REO
      Mortgage Loans with respect thereto (with, if and to the extent applicable
      under the related Co-Lender Agreement, a corresponding allocation of the
      remaining portion of such costs and the payment thereof to one or more of
      the Mortgage Loans comprising the subject Serviced Loan Combination or any
      successor REO Mortgage Loans with respect thereto (and, if applicable,
      between any loan components of any such Mortgage Loan or REO Mortgage
      Loan), and a corresponding deduction of the remaining portion of such
      costs from such remaining amounts otherwise so distributable under the
      related Co-Lender Agreement to one or more of the respective holders of
      the Mortgage Loans comprising the subject Serviced Loan Combination or any
      successor REO Mortgage Loans with respect thereto, all in accordance with
      the related Co-Lender Agreement, and taking into account the subordination
      of any Serviced Note B Non-Trust Mortgage Loan(s) included in the subject
      Serviced Loan Combination or any successor REO Mortgage Loan(s) with
      respect thereto or, in the case of the ______________ Loan Combination,
      the subordination of the ______________ Loan Component A-1b);

                    (xvii)  to the extent (A) consistent with the Co-Lender
      Agreement for the subject Serviced Loan Combination and (B) not otherwise
      included among the payments contemplated by clause (i) above of this
      Section 3.05A, to transfer to the Pool Custodial Account the aggregate of
      all Additional Trust Fund Expenses and/or any other amounts relating to
      the subject Serviced Loan Combination, that have been previously paid out
      of the Pool Custodial Account pursuant to Section 3.05(a) and that, if not
      previously paid out of the Pool Custodial


                                      -185-



      Account in accordance with Section 3.05(a), would have been otherwise
      payable from such Loan Combination Custodial Account under this Section
      3.05A;

                    (xviii) if the related Co-Lender Agreement permits any
      related Non-Trust Mortgage Loan Noteholder to cure defaults under the
      Trust Mortgage Loan included in the subject Serviced Loan Combination, to
      reimburse any amounts paid by the applicable Non-Trust Mortgage Loan
      Noteholder in connection with exercising such cure rights, such Non-Trust
      Mortgage Loan Noteholder's right to reimbursement under this clause
      (xviii) to be limited to amounts on deposit in the related Loan
      Combination Custodial Account that represent collections on the subject
      Serviced Loan Combination that are specifically allocable to such
      reimbursement in accordance with the related Co-Lender Agreement and, to
      the extent permitted by Section 3.28, to reimburse the Class ___
      Representative for any cure payments made thereby with respect to the
      ______________ Loan Combination; and

                    (xix)   to clear and terminate such Loan Combination
      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 each Loan Combination Custodial
Account pursuant to clauses (ii) through (xviii) of the preceding paragraph.

            (b)     The Master Servicer shall pay to each of the Special
Servicer (or to third-party contractors at the direction of the Special
Servicer), the Trustee or the Fiscal Agent, as applicable, from each Loan
Combination Custodial Account, amounts permitted to be paid thereto from such
account promptly upon receipt of a written statement of (i) a Servicing Officer
of the Special Servicer or (ii) a Responsible Officer of the Trustee or the
Fiscal Agent, as the case may be, in each case describing the item and amount to
which the Special Servicer (or such third-party contractor), the Trustee or the
Fiscal Agent, as the case may be, is entitled (unless such payment to the
Special Servicer, the Trustee or the Fiscal Agent, as the case may be, is
clearly required pursuant to this Agreement, in which case written statements
shall not be required). The Master Servicer may rely conclusively on any such
written statement and shall have no duty to re-calculate the amounts stated
therein. The parties seeking payment pursuant to this section shall each keep
and maintain separate accounting for the purpose of justifying any request for
withdrawal from each Loan Combination Custodial Account, on a loan-by-loan
basis.

            In the case of each Serviced Loan Combination, the Master Servicer
shall remit or cause to be remitted to the respective Serviced Non-Trust
Mortgage Loan Noteholder, within one Business Day of the Master Servicer's
receipt thereof, late collections (not including Principal Prepayments) received
on the related Serviced Non-Trust Mortgage Loan subsequent to the related
Determination Date therefor in any particular month (exclusive of any portion of
such amount payable or reimbursable to any third party in accordance in
accordance with this Agreement and the related Co-Lender Agreement), to the
extent such amount is not otherwise included or scheduled to be included in a
normal monthly remittance during such month to such Serviced Non-Trust Mortgage
Loan Noteholder and in respect of which an advance is required to be made or has
been made by a service provider of the related securitization trust.

            To the extent (i) consistent with the Co-Lender Agreement for the
related Serviced Loan Combination and (ii) not otherwise included as part of the
normal monthly remittance, the Master Servicer shall transfer from each Loan
Combination Custodial Account to the Pool Custodial Account,


                                      -186-



promptly upon amounts for such purposes becoming available in such Loan
Combination Custodial Account, the aggregate of all Additional Trust Fund
Expenses and/or any other amounts relating to such Serviced Loan Combination,
that have been previously paid out of the Pool Custodial Account pursuant to
Section 3.05(a) and that, if not previously paid out of the Pool Custodial
Account in accordance with Section 3.05(a), would have been otherwise payable
from such Loan Combination Custodial Account under this Section 3.05A.

            In accordance with [Article IV] of the Co-Lender Agreement for each
Serviced Loan Combination, the Master Servicer shall, as and when required
thereunder (or, if no date is specified therein, on each applicable Loan
Combination Master Servicer Remittance Date), withdraw from the related Loan
Combination Custodial Account and (i) transfer to the Pool Custodial Account all
amounts required to be remitted to the Trust with respect to the Trust Mortgage
Loan included in such Serviced Loan Combination and/or any successor REO Trust
Mortgage Loan with respect thereto, pursuant to the related Co-Lender Agreement,
and (ii) remit to the related Serviced Non-Trust Mortgage Loan Noteholder(s) all
amounts required to be remitted thereto with respect to the Serviced Non-Trust
Mortgage Loan(s) included in such Serviced Loan Combination and/or any successor
REO Mortgage Loan with respect thereto, pursuant to the related Co-Lender
Agreement. Monthly remittances to the holder(s) of the Non-Trust Mortgage
Loan(s) included in any Serviced Loan Combination and/or any successor REO
Mortgage Loan(s) with respect thereto shall, in each case, be made as and when
required under the related Co-Lender Agreement (or, if no date is specified
therein, on the applicable Loan Combination Master Servicer Remittance Date) in
accordance with the reasonable instructions of such respective holder(s),
including as to the method of payment (which shall be by wire transfer of
immediately available funds).

            In connection with each Serviced Loan Combination that includes any
Specially Designated Securitized Non-Trust Mortgage Loan, if the Master Servicer
fails, on or before any applicable Loan Combination Master Servicer Remittance
Date for such Loan Combination, to remit to the holder of such Non-Trust
Mortgage Loan any amount(s) required to be so remitted to such holder hereunder
on or before such date, the Master Servicer shall pay to such holder, for the
account of such holder, interest, calculated at the federal funds rate, on such
amount(s) not timely remitted, from and including such Loan Combination Master
Servicer Remittance Date to but not including the date on which the required
remittance is made.

            SECTION 3.06.     Investment of Funds in the Collection Account, the
                              Servicing Accounts, the Reserve Accounts, the
                              Defeasance Deposit Account, the Custodial
                              Accounts, the REO Accounts, the Interest Reserve
                              Account and the Excess Liquidation Proceeds
                              Account.

            (a)     (i) The Master Servicer may direct in writing any
depository institution maintaining a Servicing Account, a Reserve Account, the
Defeasance Deposit Account or a Custodial Account (any of the foregoing accounts
listed in this clause (i), a "Master Servicer Account"), (ii) the Special
Servicer may direct in writing any depository institution maintaining an REO
Account, and (iii) the Trustee may direct (pursuant to a standing order or
otherwise) any depository institution maintaining the Collection Account, the
Interest Reserve Account or the Excess Liquidation Proceeds Account (any of the
foregoing accounts listed in this clause (iii), a "Trustee Account"; and any of
the Master Servicer Accounts, the REO Accounts and Trustee Accounts, an
"Investment Account"), to invest, or if it is such depository institution, may
itself invest, the funds held therein (other than, in the


                                      -187-



case of the Pool Custodial Account and the Collection Account, the Initial
Deposits) in one or more Permitted Investments bearing interest or sold at a
discount, and maturing, unless payable on demand, (x) no later than the Business
Day immediately preceding the next succeeding date on which such funds are
required to be withdrawn from such account pursuant to this Agreement or (y) if
and to the extent that the depository institution maintaining such Investment
Account is the obligor on such investment, no later than the time and date as of
which such funds are required to be withdrawn from such account pursuant to this
Agreement (but in any event prior to distributions on the Certificates or any
transfers to another Investment Account being made on or before the related
Distribution Date); provided that in the case of any Servicing Account, any
Reserve Account or the Defeasance Deposit Account, such investment direction
shall be subject to the related loan documents and applicable law.

            All such Permitted Investments shall be held to maturity, unless
payable on demand. Any investment of funds in an Investment Account shall be
made in the name of the Trustee (in its capacity as such) and, in the case of a
Permitted Investment in any Investment Account solely related to a Serviced Loan
Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s). The
Master Servicer (with respect to Permitted Investments of amounts in the Master
Servicer Accounts) and the Special Servicer (with respect to Permitted
Investments of amounts in the REO Accounts), on behalf of the Trustee and, in
the case of any Investment Account solely related to a Serviced Loan
Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s), or the
Trustee in its capacity as such (in the case of any Trustee Account), shall (i)
be the "entitlement holder" of any Permitted Investment that is a "security
entitlement" and (ii) maintain "control" of any Permitted Investment that is a
"certificated security", "uncertificated security" or "deposit account". The
Trustee hereby designates the Master Servicer (with respect to Permitted
Investments of amounts in the Master Servicer Accounts) and the Special Servicer
(with respect to Permitted Investments of amounts in the REO Accounts), as
applicable, as the Person that shall be the "entitlement holder" and maintain
"control" as set forth under clauses (i) and (ii) above. For purposes of this
Section 3.06(a), (i) the terms "entitlement holder", "security entitlement",
"control" (except with respect to deposit accounts), "certificated security" and
"uncertificated security" shall have the meanings given such terms in Revised
Article 8 (1994 Revision) of the UCC, and the terms "control" (with respect to
deposit accounts) and "deposit account" shall have the meanings given such terms
in Revised Article 9 (1998 Revision) of the UCC, and (ii) "control" of any
Permitted Investment in any Investment Account by the Master Servicer or the
Special Servicer shall constitute "control" by a Person designated by, and
acting on behalf of, the Trustee and, in the case of any Investment Account
solely related to a Serviced Loan Combination, the related Serviced Non-Trust
Mortgage Loan Noteholder(s), for purposes of Revised Article 8 (1994 Revision)
of the UCC or Revised Article 9 (1998 Revision) of the UCC, as applicable. If
amounts on deposit in an Investment Account are at any time invested in a
Permitted Investment payable on demand, the Master Servicer (in the case of any
Master Server Account), the Special Servicer (in the case of the REO Accounts)
or the Trustee (in the case of any Trustee Account) shall:

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

            (y)     demand payment of all amounts due thereunder promptly upon
                    determination by the Master Servicer, the Special Servicer
                    or the Trustee, as the case may be, that


                                      -188-



                    such Permitted Investment would not constitute a Permitted
                    Investment in respect of funds thereafter on deposit in the
                    Investment Account.

            (b)     Whether or not the Master Servicer directs the investment
of funds in any of the Master Servicer Accounts, interest and investment income
realized on funds deposited therein, to the extent of the Net Investment
Earnings, if any, for each such Investment Account for each related Investment
Period (and, in the case of Servicing Accounts, Reserve Accounts and the
Defeasance Deposit Account, to the extent not otherwise payable to Mortgagors
under applicable law or the related loan documents), shall be for the sole and
exclusive benefit of the Master Servicer and shall be subject to its withdrawal
in accordance with Section 3.03(a), 3.03(d), 3.04(a), 3.04A(b), 3.05(a) or
3.05A, as applicable. Whether or not the Special Servicer directs the investment
of funds in any of the REO Accounts, interest and investment income realized on
funds deposited therein, to the extent of the Net Investment Earnings, if any,
for such Investment Account for each related Investment Period, shall be for the
sole and exclusive benefit of the Special Servicer and shall be subject to its
withdrawal in accordance with Section 3.16(b). Whether or not the Trustee
directs the investment of funds in any of the Trustee Accounts, interest and
investment income realized on funds deposited therein, to the extent of the Net
Investment Earnings, if any, for such Investment Account for each related
Investment Period, shall be for the sole and exclusive benefit of the Trustee
and shall be subject to its withdrawal in accordance with Section 3.05(b),
3.05(c) or 3.05(d), as the case may be. If any loss shall be incurred in respect
of any Permitted Investment on deposit in any Investment Account, the Master
Servicer (in the case of (i) the Servicing Accounts, the Reserve Accounts and
the Defeasance Deposit Account (except to the extent that any investment of
funds with respect thereto is at the direction of a Mortgagor in accordance with
the related loan documents or applicable law) and (ii) the Custodial Accounts),
the Special Servicer (in the case of the REO Accounts) and the Trustee (in the
case of any Trustee Account) shall promptly deposit therein from its own funds,
without right of reimbursement, no later than the end of the related Investment
Period, during which such loss was incurred, the amount of the Net Investment
Loss, if any, for such Investment Account for such Investment Period.
Notwithstanding any of the foregoing provisions of this Section 3.06, no party
shall be required under this Agreement to deposit any loss on a deposit of funds
in an Investment Account if such loss is incurred solely as a result of the
insolvency of the federal or state chartered depository institution or trust
company with which such deposit was maintained so long as such depository
institution or trust company satisfied the conditions set forth in the
definition of "Eligible Account" at the time such deposit was made and also as
of a date no earlier than 30 days prior to the insolvency.

            (c)     Except as expressly provided otherwise in this Agreement,
if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any
Permitted Investment, the Trustee may, and subject to Section 8.02, upon the
request of the Certificateholders entitled to a majority of the Voting Rights
allocated to any Class, shall take such action as may be appropriate to enforce
such payment or performance, including the institution and prosecution of
appropriate proceedings.

            (d)     Notwithstanding the investment of funds held in any
Investment Account, for purposes of the calculations hereunder, including the
calculation of the Available Distribution Amount and the Master Servicer
Remittance Amount, the amounts so invested shall be deemed to remain on deposit
in such Investment Account.

            (e)     Notwithstanding the foregoing, the Initial Deposits shall
remain uninvested.


                                      -189-



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

            (a)     The Master Servicer shall use reasonable efforts,
consistent with the Servicing Standard, to cause to be maintained for each
Mortgaged Property that secures a Serviced Mortgage Loan and is not an REO
Property, all insurance coverage as is required under the related Mortgage Loan
(except to the extent that the failure to maintain such insurance coverage is an
Acceptable Insurance Default); provided that, if and to the extent that any such
Mortgage permits the holder thereof any discretion (by way of consent, approval
or otherwise) as to the insurance coverage that the related Mortgagor is
required to maintain, the Master Servicer or Special Servicer, as the case may
be, shall exercise such discretion in a manner consistent with the Servicing
Standard; and provided, further, that, if and to the extent that a Mortgage so
permits, the Master Servicer or Special Servicer, as the case may be, shall use
reasonable efforts to require the related Mortgagor to obtain the required
insurance coverage from Qualified Insurers that, in each case, have the
applicable Required Insurer Rating; and provided, further, that the Master
Servicer shall cause to be maintained, with Qualified Insurers that, in each
case, have the applicable Required Insurer Rating, for any such Mortgaged
Property any such insurance that the related Mortgagor is required but fails to
maintain, but only to the extent that (i) the Trustee (as mortgagee of record on
behalf of the Certificateholders or, in the case of a Mortgaged Property that
secures a Serviced Loan Combination, the Certificateholders and the related
Non-Trust Mortgage Loan Noteholder(s)) has an insurable interest, and (ii)
either (A) such insurance is available at a commercially reasonable rate, or (B)
solely in the case of all-risk insurance or other insurance that covers losses
from acts of terrorism, the failure by the Mortgagor to maintain such insurance
has not been determined by the Special Servicer to constitute an Acceptable
Insurance Default. The related Serviced Loan Combination Controlling Party (in
the case of a Mortgaged Property that secures a Serviced Loan Combination), the
Class ___ Representative (in the case of the ______________ Mortgaged Property
during a Class ___ Control Period) or the Controlling Class Representative (in
the case of any other Mortgaged Property securing a Serviced Mortgage Loan) may
request that earthquake insurance be secured for such Mortgaged Property by the
related Mortgagor, to the extent that (i) such insurance may be obtained at a
commercially reasonable price and (ii) the related loan documents and applicable
law give the mortgagee the right to request such insurance coverage and such
loan documents require the Mortgagor to obtain earthquake insurance at the
request of the mortgagee. Subject to Section 3.17(a), the Special Servicer, in
accordance with the Servicing Standard, shall also cause to be maintained for
each Administered REO Property no less insurance coverage than was previously
required of the Mortgagor under the related Mortgage; provided that such
insurance is available at commercially reasonable rates and the subject hazards
are at the time commonly insured against for properties similar to the subject
Administered REO Property located in or around the region in which such
Administered REO Property is located (or, in the case of all-risk insurance or
other insurance that covers acts of terrorism, either such insurance is
available at a commercially reasonable rate or, based upon due inquiry in
accordance with the Servicing Standard, the subject hazards are at the time
commonly insured against for properties similar to the subject Administered REO
Property located in or around the region in which such Administered REO Property
is located); and provided, further, that all such insurance shall be obtained
from Qualified Insurers that, in each case, shall have the applicable Required
Insurer Rating. 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 Serviced Mortgage Loans, including Specially
Serviced Mortgage Loans), and shall be in the name of the Special Servicer (in
the case of insurance maintained in respect of Administered REO Properties), on
behalf of the Trustee. If the


                                      -190-



Special Servicer is in the process of making a determination, in the case of
all-risk insurance or other insurance that covers losses from acts of terrorism,
as to whether the failure by the Mortgagor under any Mortgage Loan to maintain
such insurance constitutes an Acceptable Insurance Default or as to whether such
insurance is available at a commercially reasonable rate or, based upon due
inquiry in accordance with the Servicing Standard, the subject hazards are at
the time commonly insured against for properties similar to the subject
Mortgaged Property located in or around the region in which such Mortgaged
Property is located, then, during the period of such evaluation by the Special
Servicer, the Master Servicer shall not be liable for any loss related to its
failure to require the related Mortgagor to maintain terrorism insurance and
shall not be in default of its obligations hereunder as a result of such failure
to maintain terrorism insurance provided that the Master Servicer, in accordance
with the Servicing Standard, has given prompt written notice to the Special
Servicer of its determination that it will not be successful in its efforts to
cause the Mortgagor to obtain such insurance, along with its determination, and
any information in its possession, regarding the availability and cost of such
insurance. The Special Servicer shall promptly notify the Master Servicer of
each such determination under this paragraph.

            Any amounts collected by the Master Servicer or the Special Servicer
under any such policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or REO Property or amounts to be
released to the related Mortgagor, in each case subject to the rights of any
tenants and ground lessors, as the case may be, and in each case in accordance
with the terms of the related Mortgage and the Servicing Standard) shall be
deposited in the applicable Custodial Account in accordance with Section 3.04(a)
or 3.04A(a), as applicable, in the case of amounts received in respect of a
Serviced Mortgage Loan, or in the applicable REO Account in accordance with
Section 3.16(b), in the case of amounts received in respect of an Administered
REO Property. Any cost incurred by the Master Servicer or the Special Servicer
in maintaining any such insurance (including any earthquake insurance maintained
at the request of a Serviced Loan Combination Controlling Party or the
Controlling Class Representative, as applicable) shall not, for purposes hereof,
including calculating monthly distributions to Certificateholders, be added to
the unpaid principal balance or Stated Principal Balance of the related Serviced
Mortgage Loan(s) or REO Mortgage Loan(s), notwithstanding that the terms of such
loan so permit, but shall be recoverable by the Master Servicer or the Special
Servicer, as applicable, as a Servicing Advance.

            (b)     If either the Master Servicer or the Special Servicer
shall obtain and maintain, or cause to be obtained and maintained, a blanket
policy or master force placed policy insuring against hazard losses on all of
the Serviced Mortgage Loans and/or Administered REO Properties that it is
required to service and administer, then, to the extent such policy (i) is
obtained from a Qualified Insurer having (or whose obligations are guaranteed or
backed, in writing, by an entity having) the applicable Required Insurer Rating,
and (ii) provides protection equivalent to the individual policies otherwise
required, then the Master Servicer or the Special Servicer, as the case may be,
shall conclusively be deemed to have satisfied its obligation to cause hazard
insurance to be maintained on the related Mortgaged Properties and/or the
subject Administered REO Properties. Such blanket policy or master force placed
policy may contain a deductible clause (not in excess of a customary amount), in
which case the Master Servicer or the Special Servicer, as appropriate, shall,
if there shall not have been maintained on the related Mortgaged Property or
subject Administered REO Property an individual hazard insurance policy
complying with the requirements of Section 3.07(a), and there shall have been
one or more losses that would have been covered by such individual policy,
promptly deposit into the applicable Custodial Account from its own funds the
amount not otherwise payable under the blanket policy or master force placed
policy because of the deductible clause therein, to the extent that any such


                                      -191-



deductible exceeds the deductible limitation that pertained to the related
Serviced Mortgage Loan (or in the absence of any such deductible limitation, the
deductible limitation for an individual policy which is consistent with the
Servicing Standard). The Master Servicer or the Special Servicer, as
appropriate, shall prepare and present, on behalf of itself, the Trustee, the
Certificateholders and, in the case of a Mortgaged Property that secures a
Serviced Loan Combination, the related Non-Trust Mortgage Loan Noteholder(s),
claims under any such blanket policy or master force placed policy in a timely
fashion in accordance with the terms of such policy.

            (c)     Subject to the third paragraph of this Section 3.07(c),
each of the Master Servicer and the Special Servicer shall at all times during
the term of this Agreement (or, in the case of the Special Servicer, at all
times during the term of this Agreement in which Specially Serviced Mortgage
Loans and/or Administered REO Properties are part of the Trust Fund) keep in
force with Qualified Insurers that in each case have (or whose obligations are
in each case guaranteed or backed, in writing, by an entity that has) the
applicable Required Insurer Rating, a fidelity bond, which fidelity bond shall
be in such form and amount as would permit it to be a qualified Fannie Mae
seller-servicer of multifamily mortgage loans, or in such other form and amount
as would not cause an Adverse Rating Event with respect to any Class of
Certificates (as evidenced in writing from each Rating Agency). Each of the
Master Servicer and the Special Servicer shall be deemed to have complied with
the foregoing provision if an Affiliate thereof has such fidelity bond coverage
and, by the terms of such fidelity bond, the coverage afforded thereunder
extends to the Master Servicer or the Special Servicer, as the case may be.

            Subject to the third paragraph of this Section 3.07(c), each of the
Master Servicer and the Special Servicer shall at all times during the term of
this Agreement (or, in the case of the Special Servicer, at all times during the
term of this Agreement in which Specially Serviced Mortgage Loans and/or
Administered REO Properties are part of the Trust Fund) also keep in force with
Qualified Insurers that in each case have (or whose obligations are in each case
guaranteed or backed, in writing, by an entity that has) the applicable Required
Insurer Rating, a policy or policies of insurance covering loss occasioned by
the errors and omissions of its officers and employees in connection with its
servicing obligations hereunder, which policy or policies shall be in such form
and amount as would permit it to be a qualified Fannie Mae seller-servicer of
multifamily mortgage loans, or in such other form and amount as would not cause
an Adverse Rating Event with respect to any Class of Certificates (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 (or its direct corporate
parent if such parent is responsible for the obligations of the Master Servicer
or Special Servicer, as applicable), as the case may be, are rated at least "A"
from S&P and "A" from Fitch (or, in the case of any such Rating Agency, such
lower rating as will not result in an Adverse Rating Event with respect to any
Class of Certificates rated by such Rating Agency, as evidenced in writing by
such Rating Agency), such Person may self-insure with respect to the risks
described in this Section 3.07(c).

            (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


                                      -192-



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

            The Master Servicer (in the case of Performing Serviced Mortgage
Loans) and the Special Servicer (in the case of Specially Serviced Mortgage
Loans and Administered REO Properties) shall each abide by the terms and
conditions precedent to payment of claims under the Environmental Insurance
Policies with respect to the Environmentally Insured Mortgage Loans (other than,
if applicable, any Outside Serviced Trust Mortgage Loan) and take all such
actions as may be required to comply with the terms and provisions of such
policies in order to maintain such policies in full force and effect and to make
claims thereunder.

            In the event that either the Master Servicer or the Special Servicer
receives notice of a termination of any Environmental Insurance Policy with
respect to an Environmentally Insured Mortgage Loan (other than, if applicable,
an Outside Serviced Trust Mortgage Loan), then the party receiving such notice
shall, within five (5) Business Days after receipt thereof, provide written
notice of such termination to the other such party and the Trustee. Upon receipt
of such notice, the Master Servicer, with respect to a Performing Serviced
Mortgage Loan, or the Special Servicer, with respect to a Specially Serviced
Mortgage Loan or an Administered REO Property, shall address such termination in
accordance with Section 3.07(a). Any legal fees, premiums or other out-of-pocket
costs incurred in accordance with the Servicing Standard in connection with
enforcing the obligations of the Mortgagor under any Environmental Insurance
Policy or a resolution of such termination of an Environmental Insurance Policy
shall be paid by the Master Servicer and shall be reimbursable to it as a
Servicing Advance.

            The Master Servicer (with respect to Performing Serviced Mortgage
Loans) and the Special Servicer (with respect to Specially Serviced Mortgage
Loans) shall monitor the actions, and enforce the obligations, of the related
Mortgagor under each Environmentally Insured Mortgage Loan (other than, if
applicable, an Outside Serviced Trust Mortgage Loan) insofar as such
actions/obligations relate to (i) to the extent consistent with Section 3.07(a),
the maintenance (including, without limitation,


                                      -193-



any required renewal) of an Environmental Insurance Policy with respect to the
related Mortgaged Property or (ii) environmental testing or remediation at the
related Mortgaged Property.

            SECTION 3.08.     Enforcement of Alienation Clauses.

            (a)     If, with respect to any Performing Serviced Mortgage Loan,
the Master Servicer receives a request from a Mortgagor regarding the transfer
of the related Mortgaged Property to, and assumption of such Performing Serviced
Mortgage Loan by, another Person and/or transfers of certain interests in such
Mortgagor (including, without limitation, sales or transfers of the related
Mortgaged Property (in full or in part) or the sale, transfer, pledge or
hypothecation of direct or indirect interests in the related Mortgagor or its
owners) or, in the case of a Performing Serviced Mortgage Loan that by its terms
permits transfer or assumption without the consent of the lender so long as
certain conditions are satisfied, a request by the related Mortgagor for a
determination that such conditions have been satisfied, then the Master Servicer
shall immediately notify the Special Servicer of such request, shall evaluate
(consistent with the Servicing Standard) the experience and financial condition
of the proposed transferee and the status of any conditions to transfer or
assumption (as described above) and prepare a report in connection therewith and
shall deliver to the Special Servicer such report and any documents or other
materials that the Master Servicer shall have received regarding the proposed
transfer and, if applicable, the proposed assumption. The Special Servicer shall
have the right hereunder, in accordance with the Servicing Standard, to withhold
or grant consent to any such request for such transfer and/or assumption and/or
to make a determination as to whether the conditions to transfer or assumption
(as described above) have been satisfied, as applicable, each in accordance with
the terms of the subject Performing Serviced Mortgage Loan and this Agreement;
provided that any grant of consent on the part of the Special Servicer shall be
subject to Section 3.08(d), Section 6.11 and/or Section 6.12, in each case if
and as applicable. If the Special Servicer, in accordance with the Servicing
Standard, (i) withholds or denies its consent to any such request for such
transfer and/or assumption with respect to any Performing Serviced Mortgage Loan
and/or (ii) determines, with respect to any Performing Serviced Mortgage Loan
that by its terms permits transfer or assumption without lender consent so long
as certain conditions are satisfied, that such conditions have not been
satisfied, then in either case the Master Servicer shall not permit the
requested transfer or assumption of such Performing Serviced Mortgage Loan. If
the Special Servicer consents to such proposed transfer and/or assumption and/or
determines that the conditions to transfer or assumption have been satisfied,
the Master Servicer shall process such request of the related Mortgagor; and, in
the case of a transfer of the related Mortgaged Property to, and assumption of
such Performing Serviced Mortgage Loan by, another Person, the Master Servicer
(subject to Section 3.08(d)) shall be authorized to enter into an assumption or
substitution agreement with the Person, which shall be a Single Purpose Entity,
to whom the related Mortgaged Property has been or is proposed to be conveyed
and/or release the original Mortgagor from liability under such Performing
Serviced Mortgage Loan and substitute as obligor thereunder the Person to whom
the related Mortgaged Property has been or is proposed to be conveyed; provided,
however, that the Master Servicer shall not enter into any such agreement to the
extent that any terms thereof would result in an Adverse REMIC Event or Adverse
Grantor Trust Event or create any lien on a Mortgaged Property that is senior
to, or on parity with, the lien of the related Mortgage. The Master Servicer
shall notify the Trustee, the Special Servicer, each Rating Agency, the
Controlling Class Representative and, in the case of a Serviced Loan Combination
that consists of Performing Serviced Mortgage Loans, the related Serviced
Non-Trust Mortgage Loan Noteholder(s) and, in the case of the ______________
Trust Mortgage Loan, the Class ___ Representative, of any assumption or
substitution agreement executed pursuant to this Section 3.08(a) and shall
forward thereto a copy of such agreement together with a


                                      -194-



Review Package. Subject to the terms of the related loan documents, no
assumption of a Cross-Collateralized Mortgage Loan shall be made without the
assumption of all other Serviced Trust Mortgage Loans making up the related
Cross-Collateralized Group. Further, subject to the terms of the related loan
documents and applicable law, no assumption of a Serviced Mortgage Loan shall be
made or transfer of interest in a Mortgagor approved, unless all costs in
connection therewith, including any arising from seeking Rating Agency
confirmation, are paid by the related Mortgagor.

            (b)     If, with respect to a Specially Serviced Mortgage Loan,
the Master Servicer receives a request from a Mortgagor for consent to a
transfer of the related Mortgaged Property and assumption of such Specially
Serviced Mortgage Loan and/or consent to a transfer of interests in the related
Mortgagor (including, without limitation, sales or transfers of the related
Mortgaged Property (in full or in part) or the sale, transfer, pledge or
hypothecation of direct or indirect interests in the related Mortgagor or its
owners) or in the case of a Specially Serviced Mortgage Loan that by its terms
permits transfer or assumption without the consent of the lender so long as
certain conditions are satisfied, a request by the related Mortgagor for a
determination that such conditions have been satisfied, the Master Servicer
shall immediately notify the Special Servicer of such request and deliver to the
Special Servicer any documents that the Master Servicer shall have received
regarding the proposed transfer and assumption. Subject to Section 3.08(d),
Section 6.11 and/or Section 6.12, in each case if and as applicable, the Special
Servicer shall determine whether to grant such consent, whether the conditions
to transfer or assumption (as described above) have been satisfied and/or
whether to enforce any restrictions on such transfer and/or assumption contained
in the related loan documents, as applicable, each in accordance with the
Servicing Standard.

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

            As used in this Section 3.08, the terms "sale" and "transfer" shall
include the matters contemplated by the parentheticals in the first sentence of
Section 3.08(a).


                                      -195-



            (c)     If, with respect to a Performing Serviced Mortgage Loan,
the Master Servicer receives a request from the related Mortgagor regarding a
further encumbrance of the related Mortgaged Property or of an interest in the
related Mortgagor (including, without limitation, any mezzanine financing of the
related Mortgagor or any direct or indirect owners of the related Mortgagor or
the Mortgaged Property or any sale, issuance or transfer of preferred equity in
the Mortgagor or its owners or, in the case of a Performing Serviced Mortgage
Loan that by its terms permits further encumbrance without the consent of the
lender provided certain conditions are satisfied, a request by the related
Mortgagor for a determination that such conditions have been satisfied), then
the Master Servicer shall promptly obtain relevant information for purposes of
evaluating such request. If the Master Servicer determines, consistent with the
Servicing Standard, to approve such further encumbrance or that the conditions
precedent to such further encumbrance have been satisfied, as applicable, then
the Master Servicer shall provide to the Special Servicer a written copy of such
recommendation (which shall include the reason therefor) and the materials upon
which such recommendation is based. The Special Servicer shall have the right
hereunder, within 15 days (or, in the case of a consent to a determination as to
whether the conditions precedent to a further encumbrance have been satisfied,
within 10 days), or within such longer period as may be necessary to obtain any
required consent pursuant to Section 6.11 or 6.12, as and if applicable, of
receipt of such recommendation and supporting materials and any other materials
reasonably requested by the Special Servicer, to reasonably withhold or, subject
to Section 3.08(d) and, further, subject to the Special Servicer obtaining any
consent to the extent required pursuant to Section 6.11 and/or Section 6.12, in
each case if and as applicable, grant consent to any such request for such
further encumbrance of the related Mortgaged Property or of an interest in the
related Mortgagor or to object or consent to the determination by the Master
Servicer as to whether the conditions to further encumbrance (as described
above) have been satisfied, as applicable, each in accordance with the terms of
such Performing Serviced Mortgage Loan and this Agreement and subject to the
Servicing Standard. If the Special Servicer does not respond within such 15-day
period, 10-day period, or such longer period as set forth above, as the case may
be, such party's consent shall be deemed granted. If the Special Servicer
consents or is deemed to have consented to such further encumbrance of the
related Mortgaged Property or of an interest in the related Mortgagor, as
applicable, the Master Servicer shall process such request of the related
Mortgagor. If the Special Servicer does not consent to, and is not deemed to
have consented to, such further encumbrance, then the Master Servicer, on behalf
of the Trustee (as mortgagee of record on behalf of the Certificateholders and,
with respect to a Serviced Loan Combination, the related Serviced Non-Trust
Mortgage Loan Noteholder(s)) shall, to the extent permitted by applicable law,
enforce the restrictions contained in the related loan documents on further
encumbrances of the related Mortgaged Property and/or of an interest in the
related Mortgagor, as applicable. To the extent permitted by the applicable loan
documents and applicable law, the Master Servicer may charge the related
Mortgagor (and retain to the extent permitted under Section 3.11) a fee in
connection with any enforcement or waiver contemplated in this paragraph of
subsection (c).

            With respect to any Specially Serviced Mortgage Loan, the Special
Servicer, on behalf of the Trustee (as mortgagee of record on behalf of the
Certificateholders and, in the case of a Mortgaged Property that secures a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) shall, to the extent permitted by applicable law, enforce the
restrictions contained in the related loan documents on further encumbrances of
the related Mortgaged Property and/or of interests in the related Mortgagor, as
applicable, and shall, with respect to Specially Serviced Mortgage Loans that by
their terms permit further encumbrance without mortgagee consent so long as
certain conditions are satisfied, make all determinations as to whether such
conditions have been satisfied, and shall process all


                                      -196-



documentation in connection therewith, unless the Special Servicer has
determined, in its reasonable, good faith judgment, that waiver of such
restrictions or such conditions, as the case may be, would be in accordance with
the Servicing Standard (as evidenced by an Officer's Certificate setting forth
the basis for such determination delivered to the Trustee, the Master Servicer,
each Rating Agency and, with respect to a Serviced Loan Combination, the related
Serviced Non-Trust Mortgage Loan Noteholder(s) and, in the case of the
______________ Trust Mortgage Loan, the Class ___ Representative); provided that
any such waiver of such restrictions shall be subject to Section 3.08(d) and
Section 6.11 and/or Section 6.12, in each case if and as applicable. To the
extent permitted by the applicable loan documents and applicable law, the
Special Servicer may charge the related Mortgagor (and retain to the extent
permitted under Section 3.11) a fee in connection with any enforcement or waiver
contemplated in this paragraph of subsection (c).

            If the Special Servicer, in accordance with the Servicing Standard,
objects to the determination by the Master Servicer with respect to a Performing
Serviced Mortgage Loan (which by its terms permits further encumbrance without
lender consent provided certain conditions are satisfied) that such conditions
have been satisfied, then the Master Servicer shall not permit the requested
further encumbrance of such Performing Serviced Mortgage Loan. If the Special
Servicer, in accordance with the Servicing Standard, determines with respect to
any other Serviced Mortgage Loan (which by its terms permits further encumbrance
without lender consent provided certain conditions are satisfied) that such
conditions have not been satisfied, then the Master Servicer shall not permit
further encumbrance of such Serviced Mortgage Loan.

            As used in this Section 3.08, the term "encumbrance" shall include
the matters contemplated by the parentheticals in the first sentence of this
Section 3.08(c).

            (d)     Notwithstanding anything to the contrary contained in this
Section 3.08, but subject to the related loan documents and applicable law: (i)
if (A) the then unpaid principal balance of the subject Serviced Trust Mortgage
Loan is at least equal to the lesser of (1) $35,000,000 and (2) 5% of the then
aggregate principal balance of the Mortgage Pool or (B) the subject Serviced
Trust Mortgage Loan is then one of the ten largest Trust Mortgage Loans in the
Mortgage Pool, then neither the Master Servicer nor the Special Servicer, as
applicable, shall waive any restrictions contained in the related Mortgage on
transfers of the related Mortgaged Property or on transfers of interests in the
related Mortgagor, and (ii) if (W) the then unpaid principal balance of the
subject Serviced Trust Mortgage Loan is at least equal to the lesser of (1)
$20,000,000 and (2) 2% of the then aggregate principal balance of the Mortgage
Pool or (X) the subject Serviced Trust Mortgage Loan is then one of the ten
largest Trust Mortgage Loans in the Mortgage Pool or (Y) the aggregate
loan-to-value ratio of the subject Serviced Trust Mortgage Loan (together with
any additional loans that would further encumber the related Mortgaged Property
and/or interests in the related Mortgagor) would be equal to or greater than 85%
or (Z) the aggregate debt service coverage ratio of the related Mortgaged
Property (taking into account any additional loans that would further encumber
the related Mortgaged Property and/or interests in the related Mortgagor) would
be less than 1.20x, then neither the Special Servicer nor the Master Servicer
shall waive any restrictions contained in the related Mortgage on further
encumbrances of the related Mortgaged Property or of interests in the related
Mortgagor, unless, in the case of either (i) or (ii) above, the Master Servicer
or the Special Servicer, as the case may be, shall have received prior written
confirmation from each Rating Agency (and, if a Serviced Loan Combination
involves a Specially Designated Securitized Non-Trust Mortgage Loan, and if any
related Specially Designated Non-Trust Securities are rated by Moody's, from
Moody's) that such action would not result in an


                                      -197-



Adverse Rating Event with respect to any Class of Certificates or any class of
Specially Designated Non-Trust Mortgage Loan Securities rated by such rating
agency. Neither the Master Servicer nor the Special Servicer has the authority
to perform any of the actions set forth above in this paragraph with respect to
an Outside Serviced Trust Mortgage Loan. In connection with any request for
rating confirmation from a rating agency pursuant to this paragraph of Section
3.08(d), the Master Servicer or the Special Servicer, as the case may be, shall
deliver a Review Package to such rating agency. Further, subject to the terms of
the related loan documents and applicable law, no waiver of a restriction
contained in the related Mortgage on transfers of the related Mortgaged Property
or interests in the related Mortgagor or on further encumbrances thereof may be
waived by the Master Servicer or the Special Servicer, as applicable, unless all
costs in connection therewith, including any arising from seeking Rating Agency
confirmation, are paid by the related Mortgagor. To the extent not collected
from the related Mortgagor (or from the Depositor or the UBS Mortgage Loan
Seller pursuant to Section 2.03), any rating agency charges in connection with
the foregoing shall be paid by the Master Servicer as a Servicing Advance.

            Notwithstanding the foregoing, with respect to any Outside Serviced
Trust Mortgage Loan, in the event that any action set forth in clause (i) or
(ii) of the first sentence of the preceding paragraph regarding such Trust
Mortgage Loan would require written confirmation from a Rating Agency that such
action would not result in an Adverse Rating Event with respect to any Class of
Certificates rated by such Rating Agency in accordance with clause (i) or (ii)
of the first sentence of the preceding paragraph if such Trust Mortgage Loan
were a Serviced Trust Mortgage Loan, then the Controlling Class Representative
shall not consent to a waiver of any restrictions contained in the related
Mortgage on transfers of the related Mortgaged Property or on transfers of
interests in the related Mortgagor or to a waiver of any restrictions contained
in the related Mortgage on further encumbrances of the related Mortgaged
Property or of interests in the related Mortgagor, in each case to the extent it
is permitted to do so under the related Outside Servicing Agreement and/or the
related Co-Lender Agreement, unless it has obtained written confirmation from
each Rating Agency that such action would not result in an Adverse Rating Event
with respect to any Class of Certificates rated by such Rating Agency. Upon
being asked to consent to any action set forth in the preceding sentence (i) if
the party initially in receipt of such request for consent is the Controlling
Class Representative, the Controlling Class Representative shall request from
the Master Servicer, and the Master Servicer shall thereupon provide, a
determination to the Controlling Class Representative as to, and (ii) if the
party initially in receipt of such request for consent is the Master Servicer,
the Master Servicer shall forward such request to the Controlling Class
Representative together with a determination as to, and (iii) if the party
initially in receipt of such request for consent is the Special Servicer, the
Special Servicer shall forward such request to the Master Servicer and the
Controlling Class Representative, and the Master Servicer shall thereupon
provide a determination to the Controlling Class Representative as to, in the
case of (i), (ii) and (iii) above, whether such action would require written
confirmation from each Rating Agency that such action would not result in an
Adverse Rating Event with respect to any Class of Certificates rated by such
Rating Agency in accordance with clause (i) or clause (ii) of the first sentence
of the preceding paragraph if such Trust Mortgage Loan were a Serviced Trust
Mortgage Loan (and the Controlling Class Representative shall be entitled to
conclusively rely on such determination by the Master Servicer). Further,
subject to the terms of the related loan documents and applicable law, the
Controlling Class Representative shall not consent to a waiver of any
restrictions contained in the related Mortgage on transfers of the related
Mortgaged Property or on transfers of interests in the related Mortgagor or to a
waiver of any restrictions contained in the related Mortgage on further
encumbrances of the related Mortgaged Property or of interests in the related
Mortgagor, unless all costs in connection therewith,


                                      -198-



including any arising from seeking Rating Agency confirmation, are paid by the
related Mortgagor. To the extent not payable by and collected from the related
Mortgagor, any rating agency charges in connection with the foregoing shall be
paid by the Master Servicer by withdrawing the amount of such charges from the
Pool Custodial Account.

            If and to the extent that any expenses paid by the Master Servicer
in connection with the actions contemplated by this Section 3.08(d) would result
in the failure of any one or more Holder(s) of Regular Interest Certificates to
receive any amount of principal or interest at the related Pass-Through Rate to
which such Holder(s) are entitled (in each case by the time any such amounts are
due and payable to such Holder(s)), then such amounts shall be deemed to have
been distributed to such Holder(s) from REMIC III, as of the time paid by the
Master Servicer, and then paid by such Holder(s) and not by any of the REMIC
Pools.

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

            (a)     The Special Servicer shall, subject to Sections 3.09(b),
3.09(c), 3.09(d), 6.11 and 6.12, exercise reasonable efforts, consistent with
the Servicing Standard, to foreclose upon or otherwise comparably convert the
ownership of properties securing such of the Specially Serviced Mortgage Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments, including
pursuant to Section 3.20; provided that neither the Master Servicer nor the
Special Servicer shall, with respect to any Serviced Mortgage Loan that
constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any
enforcement action with respect to the payment of Additional Interest (other
than the making of requests for its collection) unless (i) the taking of an
enforcement action with respect to the payment of other amounts due under such
ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special
Servicer, necessary, appropriate and consistent with the Servicing Standard or
(ii) all other amounts due under such ARD Mortgage Loan have been paid, the
payment of such Additional Interest has not been forgiven in accordance with
Section 3.20 and, in the good faith and reasonable judgment of the Special
Servicer, the Liquidation Proceeds expected to be recovered in connection with
such enforcement action will cover the anticipated costs of such enforcement
action and, if applicable, any associated interest accrued on Advances. Subject
to Section 3.11(h), the Special Servicer shall request that the Master Servicer
advance all costs and expenses incurred by it in any such proceedings, and the
Master Servicer shall be entitled to reimbursement therefor as provided in
Section 3.05(a) or Section 3.05A, as applicable. The Special Servicer shall be
responsible, consistent with the Servicing Standard, for determining whether to
exercise any rights it may have under the cross-collateralization and/or
cross-default provisions of a Cross-Collateralized Mortgage Loan. Nothing
contained in this Section 3.09 shall be construed so as to require the Special
Servicer, on behalf of the Certificateholders and, in the case of a Mortgaged
Property that secures a Serviced Loan Combination, on behalf of the affected
Serviced Non-Trust Mortgage Loan Noteholder(s), to make a bid on any Mortgaged
Property at a foreclosure sale or similar proceeding that is in excess of the
fair market value of such property, as determined by the Special Servicer in its
reasonable and good faith judgment taking into account the factors described in
Section 3.18 and the results of any appraisal obtained as provided below in this
Section 3.09, all such bids to be made in a manner consistent with the Servicing
Standard.

            If and when the Master Servicer or the Special Servicer deems it
necessary and prudent for purposes of establishing the fair market value of any
Mortgaged Property securing a Specially


                                      -199-



Serviced Mortgage Loan, whether for purposes of bidding at foreclosure or
otherwise, it may have an appraisal performed with respect to such property by
an Independent Appraiser or other expert in real estate matters, which appraisal
shall take into account the factors specified in Section 3.18, and the cost of
which appraisal shall be covered by, and be reimbursable as, a Servicing
Advance; provided that if the Master Servicer intends to obtain an appraisal in
connection with the foregoing, the Master Servicer shall so notify the Special
Servicer and consult with the Special Servicer regarding such appraisal.

            If any Serviced Mortgage Loan or Serviced Loan Combination becomes a
Required Appraisal Loan, then the Special Servicer shall (i) obtain or conduct,
as applicable, a Required Appraisal within 60 days (or, in the case of a
Serviced Loan Combination, such shorter time period (if any) as may be required
under the related Co-Lender Agreement) of such occurrence (unless a Required
Appraisal was obtained or conducted, as applicable, with respect to such
Required Appraisal Loan within the prior 12 months and the Special Servicer
reasonably believes, in accordance with the Servicing Standard, that no material
change has subsequently occurred with respect to the related Mortgaged Property
that would draw into question the applicability of such Required Appraisal) and
(ii) obtain or conduct, as applicable, an update of the most recent Required
Appraisal approximately 12 months following the most recent Required Appraisal
or subsequent update thereof for so long as such Serviced Mortgage Loan (or any
successor REO Mortgage Loan with respect thereto) or such Serviced Loan
Combination, as the case may be, remains a Required Appraisal Loan. The Special
Servicer shall deliver copies of all such Required Appraisals and updated
Required Appraisals to the Trustee, the Master Servicer and, in the case of a
Mortgaged Property that secures a Serviced Loan Combination, the related
Non-Trust Mortgage Loan Noteholder(s), in each such case, promptly following the
Special Servicer's receipt of the subject appraisal, and, upon request, to the
Controlling Class Representative and, in the case of the ______________ Trust
Mortgage Loan, the Class ___ Representative. Based on each such Required
Appraisal and updated Required Appraisal, the Special Servicer shall (monthly,
on each related Determination Date, until the subject Required Appraisal Loan
ceases to be such) calculate and notify the Trustee, the Master Servicer, the
Controlling Class Representative, and, in the case of any Mortgaged Property
that secures a Serviced Loan Combination, the related Serviced Non-Trust
Mortgage Loan Noteholder(s), of any resulting Appraisal Reduction Amount in
respect of the subject Required Appraisal Loan. Such calculations by the Special
Servicer shall be subject to review and confirmation by the Master Servicer,
provided that the Master Servicer may rely on any information provided by the
Special Servicer. The Master Servicer shall, at the direction of the Special
Servicer, advance the cost of each such Required Appraisal and updated Required
Appraisal; provided, however, that such expense will be subject to reimbursement
to the Master Servicer as a Servicing Advance out of the related Custodial
Account pursuant to Section 3.05(a) or Section 3.05A, as applicable. At any time
that an Appraisal Reduction Amount exists with respect to any Required Appraisal
Loan, the related Serviced Loan Combination Controlling Party (in the case of a
Serviced Loan Combination or related REO Property), the Class ___ Representative
(in the case of the ______________ Trust Mortgage Loan or any related REO
Property) or the Controlling Class Representative (in all other cases involving
a Serviced Mortgage Loan or an Administered REO Property and, if a Class ___
Change of Control Event exists, in the case of the ______________ Trust Mortgage
Loan or any related REO Property), as applicable, may, at its own expense,
obtain and deliver to the Master Servicer, the Special Servicer and the Trustee
an appraisal that is reasonably satisfactory to the Special Servicer and
satisfies the requirements of a "Required Appraisal", and upon the written
request of the related Serviced Loan Combination Controlling Party or the
Controlling Class Representative, as applicable, the Special Servicer shall
recalculate the Appraisal Reduction Amount in respect of the subject Required
Appraisal Loan based on such appraisal delivered by such party and shall notify
the Trustee, the Master Servicer,


                                      -200-



the Controlling Class Representative and, in the case of a Serviced Loan
Combination, the related Serviced Loan Combination Controlling Party, of such
recalculated Appraisal Reduction Amount.

            (b)     Notwithstanding any other provision of this Agreement, no
Mortgaged Property shall be acquired by the Special Servicer on behalf of the
Certificateholders (and, in the case of a Mortgaged Property that secures a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) under such circumstances, in such manner or pursuant to such
terms as would, in the reasonable, good faith judgment of the Special Servicer
(exercised in accordance with the Servicing Standard), (i) cause such Mortgaged
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (unless the portion of such Mortgaged Property
that is not treated as "foreclosure property" and that is held by a REMIC Pool
at any given time constitutes not more than a de minimis amount of the assets of
such REMIC Pool within the meaning of Treasury regulations section
1.860D-1(b)(3)(i) and (ii)), or (ii) except as permitted by Section 3.17(a),
subject the Trust Fund to the imposition of any federal income taxes under the
Code. Subject to the foregoing, however, a Mortgaged Property may be acquired
through a single member limited liability company if the Special Servicer
determines that such an action is appropriate to protect the Trust (and, in the
case of a Mortgaged Property that secures a Serviced Loan Combination, the
related Non-Trust Mortgage Loan Noteholder(s)) from potential liability.

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

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

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

            (c)     Notwithstanding the foregoing provisions of this Section
3.09, neither the Master Servicer nor the Special Servicer shall, on behalf of
the Trustee (and, in the case of a Mortgaged Property that secures a Serviced
Loan Combination, on behalf of the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), obtain title to a Mortgaged Property by foreclosure, deed in
lieu of foreclosure or otherwise, or take any other action with respect to any
Mortgaged Property, if, as a result of any such action, the Trustee, on behalf
of the Certificateholders (and, in the case of a Mortgaged Property that secures
a Serviced Loan Combination, on behalf of the related Serviced Non-Trust
Mortgage Loan Noteholder(s)), could, in the reasonable, good faith judgment of
the Special Servicer, exercised in accordance with the Servicing Standard, be
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an
"owner" or "operator" of such Mortgaged Property within the meaning of CERCLA or
any comparable law (a "potentially responsible party"), unless such action is
consistent with Section 6.11 and/or Section 6.12, in each case if and as
applicable, and the Special Servicer has previously determined (as evidenced by
an Officer's Certificate to such effect delivered to the Trustee (and, in the
case of a Mortgaged Property that secures a Serviced Loan Combination, to the
related Serviced Non-Trust Mortgage Loan Noteholder(s)) that shall specify all
of the bases for such


                                      -201-



determination), in accordance with the Servicing Standard and based on an
Environmental Assessment of such Mortgaged Property performed by an Independent
Person, who regularly conducts Environmental Assessments, within six months
prior to any such acquisition of title or other action (a copy of which
Environmental Assessment shall be delivered to the Trustee, the Master Servicer
and, in the case of a Mortgaged Property that secures a Serviced Loan
Combination, on behalf of the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), that:

                    (i)     the Mortgaged Property is in compliance with
      applicable environmental laws and regulations or, if not, that it would
      (taking into account the coverage provided under any related Environmental
      Insurance Policy) maximize the recovery on the related Serviced Mortgage
      Loan to the Certificateholders (or, if a Serviced Loan Combination is
      involved, to the Certificateholders and the related Serviced Non-Trust
      Mortgage Loan Noteholder(s)), as a collective whole, on a present value
      basis (the relevant discounting of anticipated collections that will be
      distributable to Certificateholders (or, if a Serviced Loan Combination is
      involved, to the Certificateholders and the related Serviced Non-Trust
      Mortgage Loan Noteholder(s)), as a collective whole, to be performed at
      the related Mortgage Rate(s)) to acquire title to or possession of the
      Mortgaged Property and to take such actions as are necessary to bring the
      Mortgaged Property into compliance therewith in all material respects; and

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

            The Special Servicer shall, in good faith, undertake reasonable
efforts to make the determination referred to in the preceding paragraph and may
conclusively rely on the Environmental Assessment referred to above in making
such determination. The cost of any such Environmental Assessment shall be
covered by, and reimbursable as, a Servicing Advance; and if any such
Environmental Assessment so warrants, the Special Servicer shall perform or
cause to be performed such additional environmental testing as it deems
necessary and prudent to determine whether the conditions described in clauses
(i) and (ii) of the preceding paragraph have been satisfied (the cost of any
such additional testing also to be covered by, and reimbursable as, a Servicing
Advance). The cost of any remedial, corrective or other further action
contemplated by clause (i) and/or clause (ii) of the preceding paragraph, shall
be payable out of the related Custodial Account pursuant to Section 3.05(a) or
Section 3.05A, as applicable (or, in the case of a Mortgaged Property that
secures a Serviced Loan Combination, to the extent the funds in the applicable
Loan Combination Custodial Account are insufficient, shall be advanced by the
Master Servicer, subject to Section 3.11(h)).


                                      -202-



            (d)     If the environmental testing contemplated by Section 3.09(c)
above establishes that any of the conditions set forth in clauses (i) and (ii)
of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a defaulted Serviced Mortgage Loan, the Special
Servicer shall take such action as is in accordance with the Servicing Standard
(other than proceeding against the Mortgaged Property). At such time as it deems
appropriate, the Special Servicer may, on behalf of the Trust (and, if a
Serviced Loan Combination is involved, the related Serviced Non-Trust Mortgage
Loan Noteholder(s)), subject to Section 6.11 and/or Section 6.12, in each case
if and as applicable, release all or a portion of such Mortgaged Property from
the lien of the related Mortgage.

            (e)     The Special Servicer shall report to the Master Servicer,
the Underwriters, the Trustee and, if a Serviced Loan Combination is involved,
the related Serviced Non-Trust Mortgage Loan Noteholder(s), monthly in writing
as to any actions taken by the Special Servicer with respect to any Mortgaged
Property that represents security for a Specially Serviced Mortgage Loan as to
which the environmental testing contemplated in Section 3.09(c) above has
revealed that any of the conditions set forth in clauses (i) and (ii) of the
first sentence thereof has not been satisfied, in each case until the earlier to
occur of satisfaction of all such conditions and release of the lien of the
related Mortgage on such Mortgaged Property.

            (f)     The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, with respect to any Specially Serviced
Mortgage Loan, the advisability of seeking to obtain a deficiency judgment if
the state in which the related Mortgaged Property is located and the terms of
the affected Serviced Mortgage Loan permit such an action, and shall, in
accordance with the Servicing Standard, seek such deficiency judgment if it
deems advisable (the cost of which undertaking shall be covered by, and be
reimbursable as, a Servicing Advance).

            (g)     The Master Servicer shall, with the reasonable cooperation
of the Special Servicer, prepare and file information returns with respect to
the receipt of mortgage interest received with respect to any Serviced Mortgage
Loan required by Section 6050H of the Code and the reports of foreclosures and
abandonments of any Mortgaged Property (other than any Mortgaged Property that
secures an Outside Serviced Trust Mortgage Loan) and the information returns
relating to cancellation of indebtedness income with respect to any Mortgaged
Property required by Sections 6050J and 6050P of the Code. Such reports shall be
in form and substance sufficient to meet the reporting requirements imposed by
Sections 6050H, 6050J and 6050P of the Code.

            (h)     As soon as the Special Servicer makes a Final Recovery
Determination with respect to any Specially Serviced Mortgage Loan or
Administered REO Property, it shall promptly notify the Trustee, the Master
Servicer and, if a Serviced Loan Combination is involved, the related Serviced
Non-Trust Mortgage Loan Noteholder(s). The Special Servicer shall maintain
accurate records, prepared by a Servicing Officer, of each such Final Recovery
Determination (if any) and the basis thereof. Each such Final Recovery
Determination (if any) shall be evidenced by an Officer's Certificate delivered
to the Trustee, the Master Servicer and, if a Serviced Loan Combination is
involved, the related Serviced Non-Trust Mortgage Loan Noteholder(s), no later
than the seventh Business Day following such Final Recovery Determination.

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

            (a)     Upon the payment in full of any Serviced Mortgage Loan, or
the receipt by the Master Servicer or the Special Servicer of a notification
that payment in full shall be escrowed in a


                                      -203-



manner customary for such purposes, the Master Servicer or the Special Servicer
shall promptly notify the Trustee and any related Custodian (and, in the case of
a Serviced Non-Trust Mortgage Loan, the related Serviced Non-Trust Mortgage Loan
Noteholder) by a certification (which certification shall be in the form of a
Request for Release in the form of Exhibit D-1 attached hereto and shall be
accompanied by the form of a release or discharge and shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the applicable Custodial
Account pursuant to Section 3.04(a) or Section 3.04A(a), as applicable, have
been or will be so deposited) of a Servicing Officer (a copy of which
certification shall be delivered to the Special Servicer) and shall request
delivery to it of the related Mortgage File and, in the case of a Serviced
Non-Trust Mortgage Loan, the original of the Mortgage Note for such Serviced
Non-Trust Mortgage Loan. Upon receipt of such certification and request, the
Trustee shall release, or cause any related Custodian to release, the related
Mortgage File (and, in the case of a Serviced Non-Trust Mortgage Loan, the
Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to
release the Mortgage Note for such Serviced Non-Trust Mortgage Loan) to the
Master Servicer or Special Servicer and shall deliver to the Master Servicer or
Special Servicer, as applicable, such release or discharge, duly executed. No
expenses incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Collection Account or any Custodial
Account.

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

            (c)     Within seven (7) Business Days (or within such shorter
period (but no less than three (3) Business Days) as execution and delivery can
reasonably be accomplished if the Special Servicer notifies the Trustee (and, in
the case of a Serviced Loan Combination, the related Serviced Non-Trust Mortgage
Loan Noteholder(s)) of an exigency) of the Special Servicer's request therefor,
the Trustee shall execute and deliver to the Special Servicer (or the Special
Servicer may execute and deliver in the name of the Trustee (on behalf of the
Certificateholders and, in the case of a Mortgaged Property that secures a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) based on a limited power of attorney issued in favor of the
Special Servicer pursuant to


                                      -204-



Section 3.01(b)), in the form supplied to the Trustee, with respect to any
Serviced Mortgage Loan, any court pleadings, requests for trustee's sale or
other documents stated by the Special Servicer to be reasonably necessary to the
foreclosure or trustee's sale in respect of the related Mortgaged Property or to
any legal action brought to obtain judgment against any Mortgagor on the related
Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any
other remedies or rights provided by the related Mortgage Note or Mortgage or
otherwise available at law or in equity or to defend any legal action or
counterclaim filed against the Trust Fund, the Master Servicer, the Special
Servicer or, if applicable, any Serviced Non-Trust Mortgage Loan Noteholder.
Together with such documents or pleadings, the Special Servicer shall deliver to
the Trustee (and, if applicable, any affected Serviced Non-Trust Mortgage Loan
Noteholder) a certificate of a Servicing Officer requesting that such pleadings
or documents be executed by the Trustee and certifying as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Trustee (on behalf of the Certificateholders and, in the case of a
Serviced Loan Combination, also on behalf of the related Serviced Non-Trust
Mortgage Loan Noteholder(s)) will not invalidate or otherwise affect the lien of
the Mortgage, except for the termination of such a lien upon completion of the
foreclosure or trustee's sale. Notwithstanding anything contained herein to the
contrary, neither the Master Servicer nor the Special Servicer shall, without
the Trustee's written consent: (i) initiate any action, suit or proceeding
solely under the Trustee's name without indicating the Master Servicer's or
Special Servicer's, as applicable, representative capacity, or (ii) take any
action with the intent to cause, and that actually causes, the Trustee to be
registered to do business in any state.

            (d)     If from time to time, pursuant to the terms of the related
Co-Lender Agreement and the related Outside Servicing Agreement, and as
appropriate for enforcing the terms of any Outside Serviced Trust Mortgage Loan,
any related Outside Servicer or the appropriate Non-Trust Mortgage Loan
Noteholder requests delivery to it of the original Mortgage Note for such
Outside Serviced Trust Mortgage Loan, then the Trustee shall release or cause
the release of such original Mortgage Note to the requesting party or its
designee. In connection with the release of the original Mortgage Note for any
Outside Serviced Trust Mortgage Loan in accordance with the preceding sentence,
the Trustee shall obtain such documentation (such as a custodial receipt) as is
appropriate to evidence the holding by the related Outside Servicer or the
appropriate Non-Trust Mortgage Loan Noteholder as custodian on behalf of and for
the benefit of the Trustee.

            SECTION 3.11.     Servicing Compensation; Payment of Expenses;
                              Certain Matters Regarding Servicing Advances.

            (a)     As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Master Servicing Fee with respect to
each Trust Mortgage Loan, each REO Trust Mortgage Loan, each Serviced Non-Trust
Mortgage Loan and any successor REO Mortgage Loan with respect to a Serviced
Non-Trust Mortgage Loan. As to each such Mortgage Loan and REO Mortgage Loan,
the Master Servicing Fee shall: (i) accrue from time to time at the related
Master Servicing Fee Rate on the same principal amount as interest accrues from
time to time on such Mortgage Loan or is deemed to accrue from time to time on
such REO Mortgage Loan; and (ii) be calculated on a 30/360 Basis (or, in the
event that a Principal Prepayment in full or other Liquidation Event shall occur
with respect to any such Mortgage Loan or REO Mortgage Loan on a date that is
not a Due Date, on the basis of the actual number of days to elapse from and
including the most recently preceding related Due Date to but excluding the date
of such Principal Prepayment or Liquidation Event in a month consisting of 30
days); provided that, with respect to the ______________ Loan Component A-1b,
the Reckson Portfolio


                                      -205-



Note B Non-Trust Mortgage Loan and the ________________ Note B Non-Trust
Mortgage Loan, the related Master Servicing Fee shall accrue on an Actual/360
Basis. The Master Servicing Fee with respect to any such Mortgage Loan or REO
Mortgage Loan shall cease to accrue if a Liquidation Event occurs in respect
thereof. Earned but unpaid Master Servicing Fees shall be payable monthly, on a
loan-by-loan basis, from payments of interest on each such Mortgage Loan and REO
Revenues allocable as interest on each such REO Mortgage Loan. The Master
Servicer shall be entitled to recover unpaid Master Servicing Fees in respect of
any such Mortgage Loan or REO Mortgage Loan out of that portion of related
Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds allocable as
recoveries of interest, to the extent permitted by Section 3.05(a) or Section
3.05A, as applicable, and in the case of a Trust Mortgage Loan or an REO Trust
Mortgage Loan, out of such other amounts as may be permitted by Section 3.05(a).
The right to receive the Master Servicing Fee may not be transferred in whole or
in part except in connection with the transfer of all of the Master Servicer's
responsibilities and obligations under this Agreement.

            (b)     Additional master servicing compensation, in the form of the
items set forth in clauses (i) through (iii) below in this paragraph, shall be
retained by the Master Servicer or promptly paid to the Master Servicer by the
Special Servicer and such additional master servicing compensation is not
required to be deposited in any Custodial Account: (i) Net Default Charges,
charges for beneficiary statements or demands, amounts collected for checks
returned for insufficient funds, and any similar fees (excluding Prepayment
Premiums and Yield Maintenance Charges), in each case to the extent actually
paid by a Mortgagor with respect to any Serviced Mortgage Loan (or, in the case
of Net Default Charges, any Serviced Trust Mortgage Loan) and accrued during the
time that such Serviced Mortgage Loan (or, in the case of Net Default Charges,
such Serviced Trust Mortgage Loan) was a Performing Serviced Mortgage Loan (or,
in the case of Net Default Charges, a Performing Serviced Trust Mortgage Loan),
and any Net Default Charges Received by the Trust with respect to an Outside
Serviced Trust Mortgage Loan; (ii) 100% (or, if the consent of the Special
Servicer is required with respect to the subject action, 50%) of each
modification fee, extension fee or other similar fee actually paid by a
Mortgagor with respect to a modification, consent, extension, waiver, amendment
or encumbrance of the related Mortgaged Property agreed to by the Master
Servicer pursuant to Section 3.20(c) or Section 3.08(c), and 100% of any fee
actually paid by a Mortgagor in connection with a defeasance of a Serviced
Mortgage Loan as contemplated under Section 3.20; and (iii) with respect to any
Performing Serviced Mortgage Loan, 50% of any and all assumption fees, 100% of
any and all assumption application fees (or, in the event that (x) the Master
Servicer enters into an assumption or substitution agreement pursuant to Section
3.08(a) and the related loan documents do not provide for an assumption fee in
connection therewith, or (y) the proposed transfer or assumption under Section
3.08(a) is approved and/or processed but does not occur or (z) the proposed
transfer or assumption under Section 3.08(a) is not approved or is denied and
does not occur and, additionally, in the case of (x), (y) and (z), assumption
application fees are paid by the Mortgagor in connection therewith, then 50% of
such assumption application fees) and other applicable fees actually paid by a
Mortgagor in accordance with the related loan documents with respect to any
assumption or substitution agreement entered into by the Master Servicer on
behalf of the Trust (or, in the case of a Serviced Loan Combination, on behalf
of the Trust and the related Non-Trust Mortgage Loan Noteholder(s)) pursuant to
Section 3.08(a) or paid by a Mortgagor with respect to any transfer of an
interest in a Mortgagor pursuant to Section 3.08(a). The Master Servicer shall
also be entitled to additional master servicing compensation in the form of (i)
Prepayment Interest Excesses Received by the Trust with respect to the Trust
Mortgage Loans; (ii) interest or other income earned on deposits in the
Custodial Accounts in accordance with Section 3.06(b) (but only to the extent of
the Net Investment Earnings, if any, with respect to such account for


                                      -206-



each related Investment Period); and (iii) to the extent not required to be paid
to any Mortgagor under applicable law, any interest or other income earned on
deposits in the Servicing Accounts, the Reserve Accounts and the Defeasance
Deposit Account maintained thereby (but only to the extent of the Net Investment
Earnings, if any, with respect to each such account for each related Investment
Period).

            The parties hereto acknowledge that, with regard to each Outside
Serviced Trust Mortgage Loan, as and to the extent provided in the related
Outside Servicing Agreement and/or the related Co-Lender Agreement, as
applicable, amounts in the nature of the foregoing may be payable to one of the
related Outside Servicers, and there can be no assurance that any related
Prepayment Interest Excesses and/or Default Charges shall be Received by the
Trust with respect to an Outside Serviced Trust Mortgage Loan.

            (c)     As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to
an Administered REO Property. With respect to each Specially Serviced Mortgage
Loan and each REO Mortgage Loan that relates to an Administered REO Property,
the Special Servicing Fee shall: (i) accrue from time to time at the Special
Servicing Fee Rate on the same principal amount as interest accrues from time to
time on such Mortgage Loan or is deemed to accrue from time to time on such REO
Mortgage Loan; and (ii) be calculated on a 30/360 Basis (or, in the event that a
Principal Prepayment in full or other Liquidation Event shall occur with respect
to any Specially Serviced Mortgage Loan or REO Mortgage Loan on a date that is
not a Due Date, on the basis of the actual number of days to elapse from and
including the most recently preceding related Due Date to but excluding the date
of such Principal Prepayment or Liquidation Event, in a month consisting of 30
days and, in the case of any other partial period that does not run from one Due
Date through and including the day immediately preceding the next Due Date, on
the basis of the actual number of days in such period in a month consisting of
30 days). The Special Servicing Fee with respect to any Specially Serviced
Mortgage Loan or REO Mortgage Loan shall cease to accrue as of the date a
Liquidation Event occurs in respect thereof or it becomes a Corrected Mortgage
Loan. Earned but unpaid Special Servicing Fees in respect of Specially Serviced
Trust Mortgage Loans and, to the extent they relate to Administered REO
Properties, REO Trust Mortgage Loans shall be payable monthly out of general
collections on the Mortgage Pool on deposit in the Pool Custodial Account, to
the extent permitted by Section 3.05(a). In addition, earned but unpaid Special
Servicing Fees in respect of a Serviced Loan Combination consisting of Specially
Serviced Mortgage Loans or REO Mortgage Loans shall be payable out of
collections on such Loan Combination on deposit in the applicable Loan
Combination Custodial Account, to the extent permitted pursuant to Section 3.05A
and the related Co-Lender Agreement, and, with respect to any Serviced
Combination Trust Mortgage Loan that constitutes a Specially Serviced Mortgage
Loan or REO Mortgage Loan, out of collections on deposit in the Pool Custodial
Account, to the extent permitted pursuant to Section 3.05.

            As further compensation for its services hereunder, the Special
Servicer shall be entitled to receive the Workout Fee with respect to each
Corrected Mortgage Loan. As to each Corrected Mortgage Loan, subject to the
second following paragraph, the Workout Fee shall be payable from, and shall be
calculated by application of the Workout Fee Rate, to all collections of
principal, interest (other than any Default Interest, Additional Interest and
Excess Defeasance Deposit Proceeds), Prepayment Premiums and/or Yield
Maintenance Charges received on the subject Serviced Mortgage Loan for so long
as it remains a Corrected Mortgage Loan; provided that no Workout Fee shall be
payable from, or based upon the receipt of, Liquidation Proceeds collected in
connection with a Permitted Purchase, or


                                      -207-



out of any Loss of Value Payments, Insurance Proceeds or Condemnation Proceeds.
The Workout Fee with respect to any Corrected Mortgage Loan will cease to be
payable if such Corrected Mortgage Loan again becomes a Specially Serviced
Mortgage Loan or if the related Mortgaged Property becomes an REO Property;
provided that a new Workout Fee will become payable if and when the particular
Serviced Mortgage Loan again becomes a Corrected Mortgage Loan. If the Special
Servicer is terminated or removed (other than for cause) or resigns in
accordance with the first sentence of the first paragraph of Section 6.04, it
shall retain the right to receive any and all Workout Fees (and the successor
Special Servicer (including the Trustee if it is the successor Special Servicer
as provided in the first paragraph of Section 7.02) shall not be entitled to any
portion of such Workout Fees) that are payable in respect of:

                    (i)     each Mortgage Loan that became a Corrected Mortgage
      Loan during the period that the terminated, removed or resigning Special
      Servicer acted as Special Servicer and was still such at the time of such
      termination, removal or resignation; and

                    (ii)     each Mortgage Loan that would have been a
      "Corrected Mortgage Loan" at the time of such termination, removal or
      resignation but for the payment (in accordance with clause (w) of the
      definition of "Specially Serviced Mortgage Loan") by the related Mortgagor
      of the three consecutive full and timely Monthly Payments under the terms
      of such Serviced Mortgage Loan (as such terms may have been changed or
      modified in connection with a bankruptcy or similar proceeding involving
      the related Mortgagor or by reason of a modification, extension, waiver or
      amendment granted or agreed to by the Master Servicer or the Special
      Servicer pursuant to Section 3.20), but only if such three consecutive
      full and timely Monthly Payments are in fact made within three months of
      such termination, removal or resignation;

in each case until the Workout Fee for any such Serviced Mortgage Loan ceases to
be payable in accordance with the preceding sentence.

            As further compensation for its activities hereunder, the Special
Servicer shall also be entitled to receive the Liquidation Fee with respect to
each Specially Serviced Mortgage Loan as to which it receives a full, partial or
discounted payoff and, subject to the provisos to the next sentence, each
Specially Serviced Mortgage Loan and Administered REO Property as to which it
receives Net Liquidation Proceeds. As to each such Specially Serviced Mortgage
Loan or Administered REO Property, subject to the following paragraph, the
Liquidation Fee shall be payable from, and shall be calculated by application of
the Liquidation Fee Rate to, such full, partial or discounted payoff and/or such
Net Liquidation Proceeds (exclusive of any portion of such payoff or proceeds
that represents Default Interest and/or Additional Interest); provided that no
Liquidation Fee shall be payable (i) with respect to any Specially Serviced
Mortgage Loan that becomes a Corrected Mortgage Loan or (ii) from, or based upon
the receipt of, Liquidation Proceeds collected in connection with the
acquisition of any Specially Serviced Mortgage Loan or REO Property by all the
Certificateholders (acting together) in exchange for all the Certificates
pursuant to Section 9.01 or the purchase of any Specially Serviced Trust
Mortgage Loan by a Purchase Option Holder pursuant to Section 3.18 (provided,
however, that a Liquidation Fee will be paid in connection with the purchase of
a Specially Serviced Trust Mortgage Loan at its FV Price as determined in
Section 3.18, if such purchase is by an assignee of either a Holder of a
Certificate of the Controlling Class or the Special Servicer, such assignee is
not an Affiliate of a Holder of a Certificate of the Controlling Class or the
Special Servicer, such assignment is for no


                                      -208-



material consideration, and such purchase occurs or purchase right is exercised
more than 90 days from the date that the Special Servicer has initially
determined the FV Price of the related Mortgage Loan) by the Special Servicer, a
Controlling Class Certificateholder, the Master Servicer, the Depositor or
Lehman Brothers pursuant to Section 9.01, by a Non-Trust Mortgage Loan
Noteholder or its designee pursuant to the related Co-Lender Agreement (unless
(i) in the case of the ___________________ Trust Mortgage Loan, such purchase
occurs after the expiration of 90 days from the date such Non-Trust Mortgage
Loan Noteholder's right to purchase such Specially Serviced Trust Mortgage Loan
arose under the related Co-Lender Agreement and such Liquidation Fee is actually
paid and (ii) in the case of every other Specially Serviced Trust Mortgage Loan,
such purchase occurs after the expiration of 60 days from the date such
Non-Trust Mortgage Loan Noteholder's right to purchase such Specially Serviced
Trust Mortgage Loan arose under such Co-Lender Agreement and such Liquidation
Fee is actually paid), by a Loan-Specific Class Representative pursuant to
Section 3.27 or 3.28, as applicable (unless such purchase occurs after the
expiration of 90 days from the date such Loan-Specific Class Representative's
right to purchase such Specially Designated Trust Mortgage Loan arose hereunder
and such Liquidation Fee is actually paid), by the Depositor pursuant to Section
2.03 or by or on behalf of the UBS Mortgage Loan Seller pursuant to the
UBS/Depositor Mortgage Loan Purchase Agreement in connection with a Material
Document Defect or a Material Breach (in either such case, prior to the
expiration of the Seller/Depositor Resolution Period), by the Depositor pursuant
to Section 2.03 or by or on behalf of the UBS Mortgage Loan Seller pursuant to
the UBS/Depositor Mortgage Loan Purchase Agreement in connection with the
defeasance of an Early Defeasance Trust Mortgage Loan prior to the second
anniversary of the Closing Date, or by the holder of a related mezzanine loan
pursuant to a purchase right in connection with a Mortgage Loan default as set
forth in the related intercreditor agreement (unless a Liquidation Fee is
specifically required to be paid in connection with such purchase and is
actually paid pursuant to the subject intercreditor agreement); provided that,
if the Master Servicer or Special Servicer, as applicable, consents subsequent
to the Closing Date to the incurrence by the principal(s) of a Mortgagor under a
Trust Mortgage Loan of mezzanine financing in accordance with the related loan
documents and enters into an intercreditor agreement, such servicer (to the
extent it is permitted to do so under the related loan documents and applicable
law and in accordance with the Servicing Standard) shall require the related
mezzanine lender to pay a Liquidation Fee in connection with any purchase right
that arises upon a Mortgage Loan default in the event such purchase occurs after
the expiration of 60 days from the date the right to purchase arises under such
mezzanine intercreditor agreement) or (iii) from, or based upon the receipt or
application of, Loss of Value Payments; and provided, further, that, in
connection with any purchase by the Depositor pursuant to Section 2.03 or the
UBS Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage Loan Purchase
Agreement in connection with a Material Document Defect or a Material Breach (in
either case, subsequent to the expiration of the Seller/Depositor Resolution
Period), the Liquidation Fee shall equal 1% of the Stated Principal Balance of
the repurchased Trust Mortgage Loan (or, if an REO Property is being
repurchased, 1% of the Stated Principal Balance of the related REO Trust
Mortgage Loan).

            Notwithstanding the foregoing, any Workout Fee and/or Liquidation
Fee payable in accordance with the two preceding paragraphs with respect to
Mortgage Loans or REO Mortgage Loans that comprise a Serviced Loan Combination
shall be paid from collections received on such Loan Combination on deposit in
the applicable Loan Combination Custodial Account, to the extent permitted
pursuant to Section 3.05A and the related Co-Lender Agreement.


                                      -209-



            Notwithstanding anything to the contrary herein, a Liquidation Fee
and a Workout Fee relating to the same Mortgage Loan shall not be paid from the
same proceeds with respect to such Mortgage Loan.

            Notwithstanding anything to the contrary herein, the Special
Servicer shall not be entitled to any Special Servicing Fees, Workout Fees or
Liquidation Fees with respect to any Mortgage Loan or REO Mortgage Loan or
comparable deemed mortgage loan comprising an Outside Serviced Loan Combination.

            The Special Servicer's right to receive the Special Servicing Fee,
the Workout Fee and the Liquidation Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under this Agreement.

            (d)     Additional special servicing compensation in the form of the
items set forth below in clauses (i) through (v) below 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): (i) Net
Default Charges actually collected with respect to any Serviced Trust Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto that accrued
while the subject loan was a Specially Serviced Trust Mortgage Loan or an REO
Trust Mortgage Loan; (ii) with respect to any Specially Serviced Mortgage Loan,
100% of any and all assumption fees, assumption application fees and other
applicable fees, actually paid by a Mortgagor in accordance with the related
loan documents, with respect to any assumption or substitution agreement entered
into by the Special Servicer on behalf of the Trust (or, in the case of a
Serviced Loan Combination, on behalf of the Trust and the related Serviced
Non-Trust Mortgage Loan Noteholder(s)) pursuant to Section 3.08(b) or paid by a
Mortgagor with respect to any transfer of an interest in a Mortgagor pursuant to
Section 3.08(b); (iii) with respect to any Performing Serviced Mortgage Loan,
50% of any and all assumption fees actually paid by a Mortgagor in accordance
with the related loan documents, with respect to any assumption or substitution
agreement entered into by the Master Servicer on behalf of the Trust (or, in the
case of a Serviced Loan Combination, on behalf of the Trust and the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) pursuant to Section 3.08(a) or
paid by a Mortgagor with respect to any transfer of an interest in a Mortgagor
pursuant to Section 3.08(a); (iv) with respect to any Performing Serviced
Mortgage Loan, in the event that (x) the Master Servicer enters into an
assumption or substitution agreement pursuant to Section 3.08(a) and the related
loan documents do not provide for an assumption fee in connection therewith or
(y) the proposed transfer or assumption under Section 3.08(a) is approved and/or
processed but does not occur or (z) the proposed transfer or assumption under
Section 3.08(a) is not approved or is denied and does not occur and,
additionally, in the case of (x), (y) and (z), assumption application fees are
paid by the Mortgagor in connection therewith, then 50% of such assumption
application fees; (v) with respect to any Performing Serviced Mortgage Loan, if
the consent of the Special Servicer is required with respect to the subject
action, 50% of each modification fee, extension fee or other similar fee
actually paid by a Mortgagor with respect to a modification, consent, extension,
waiver, amendment or encumbrance of the related Mortgaged Property agreed to by
the Master Servicer pursuant to Section 3.20(c) or Section 3.08(c) and any and
all other modification fees, consent fees, extension fees and similar fees
actually collected on the Serviced Mortgage Loans that are not otherwise payable
to the Master Servicer as additional master servicing compensation pursuant to
Section 3.11(b). The Special Servicer shall also be entitled to additional
special servicing compensation in the form of interest or other income earned on
deposits in any REO Account, if established, in accordance with Section 3.06(b)
(but only to the extent of the Net


                                      -210-



Investment Earnings, if any, with respect to such account for each related
Investment Period) and a $______ fee for calculating the FV Price of any Outside
Serviced Trust Mortgage Loan.

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

            (f)     If the Master Servicer or Special Servicer is required under
any provision of this Agreement to make a Servicing Advance, but it does not do
so within 15 days after such Advance is required to be made, the Trustee shall,
if it has actual knowledge of such failure on the part of the Master Servicer or
Special Servicer, as the case may be, give written notice of such failure to, as
applicable, the Master Servicer or the Special Servicer. If such Servicing
Advance is not made by the Master Servicer or the Special Servicer, as
applicable, within three (3) Business Days after such notice is given to the
Master Servicer or the Special Servicer, as the case may be, then (subject to
Section 3.11(h)) the Trustee shall make such Servicing Advance. If the Trustee
fails to make any Servicing Advance required to be made under this Agreement,
then (subject to Section 3.11(h)) the Fiscal Agent shall make such Servicing
Advance within one (1) Business Day of such failure by the Trustee and, if so
made, the Trustee shall be deemed not to be in default under this Agreement.

            (g)     The Master Servicer, the Special Servicer, the Trustee and
the Fiscal Agent shall each be entitled to receive interest at the Reimbursement
Rate in effect from time to time, compounded annually, accrued on the amount of
each Servicing Advance made thereby (with its own funds) for so long as such
Servicing Advance is outstanding, such interest to be payable: (i) first, in
accordance with Sections 3.05(a) and 3.26, out of any Default Charges on deposit
in the Pool Custodial Account that were collected on or in respect of the
particular Trust Mortgage Loan or REO Trust Mortgage Loan as to which such
Servicing Advance relates (provided that such Default Charges will only be
applied to pay interest accrued on such Servicing Advance through the date that
such Default Charges were received); and (ii) then, if and to the extent that
such Default Charges are insufficient to cover such interest, but not before the
related Advance has been reimbursed pursuant to this Agreement, out of general
collections on the Trust Mortgage Loans and REO Trust Mortgage Loans on deposit
in the Pool Custodial Account; provided that, if such Servicing Advance was made
with respect to a Serviced Loan Combination or any related Mortgaged Property,
then such interest shall first be payable out of amounts on deposit in the
related Loan Combination Custodial Account in accordance with Section 3.05A and
the related Co-Lender Agreement. The Master Servicer shall reimburse itself, the
Special Servicer, the Trustee or the Fiscal Agent, as appropriate, in accordance
with Section 3.03, Section 3.05(a) or Section 3.05A, as applicable, for any
Servicing Advance as soon as practicable after funds available for such purpose
are deposited in the applicable Custodial Account. Notwithstanding the
foregoing, upon a determination that a previously made Servicing Advance is a
Nonrecoverable Servicing Advance, instead of obtaining reimbursement out of
general collections on the Mortgage Pool immediately, any of the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as applicable,
may, in its sole discretion, elect to obtain reimbursement for such
Nonrecoverable Servicing Advance over a period of time (not to exceed 12 months
or such longer period of time as is approved in writing by the Controlling Class


                                      -211-



Representative) and the unreimbursed portion of such Servicing Advance will
accrue interest at the Reimbursement Rate in effect from time to time. At any
time after such a determination to obtain reimbursement over time in accordance
with the preceding sentence, the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent, as applicable, may, in its sole discretion, decide
to obtain reimbursement immediately. The fact that a decision to recover such
Nonrecoverable Servicing Advance over time, or not to do so, benefits some
Classes of Certificateholders to the detriment of other Classes shall not
constitute a violation of the Servicing Standard by the Master Servicer, or a
breach of any fiduciary duty owed to the Certificateholders by the Trustee or
the Fiscal Agent, or a breach of any other contractual obligation owed to the
Certificateholders by any party to this Agreement.

            (h)     Notwithstanding anything herein to the contrary, none of the
Master Servicer, the 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 the Master
Servicer or the Special Servicer that it has made (or, in the case of the
Special Servicer, that the Master Servicer has, with respect to a Specially
Serviced Mortgage Loan or an REO Property, made) a Nonrecoverable Servicing
Advance or that any proposed Servicing Advance, if made, would constitute a
Nonrecoverable Servicing Advance, shall be made in accordance with the Servicing
Standard and shall be evidenced by an Officer's Certificate delivered promptly
to the Trustee and the Depositor (and, in the case of a Servicing Advance with
respect to a Serviced Loan Combination, the related Non-Trust Mortgage Loan
Noteholder(s)), setting forth the basis for such determination, together with a
copy of any appraisal of the related Mortgaged Property or REO Property, as the
case may be (which appraisal shall be an expense of the Trust, shall take into
account the factors specified in Section 3.18 and shall have been conducted by
an Independent Appraiser in accordance with the standards of the Appraisal
Institute within the twelve months preceding such determination of
nonrecoverability), and further accompanied by related Mortgagor operating
statements and financial statements, budgets and rent rolls of the related
Mortgaged Property (to the extent available and/or in the Master Servicer's or
the Special Servicer's possession) and any engineers' reports, environmental
surveys or similar reports that the Master Servicer or the Special Servicer may
have obtained and that support such determination. If the Master Servicer
intends to obtain an appraisal in connection with the foregoing, the Master
Servicer shall so notify the Special Servicer and consult with the Special
Servicer regarding such appraisal. In determining whether any Servicing Advance
constitutes a Nonrecoverable Servicing Advance, the Master Servicer and the
Special Servicer shall each be entitled to consider (among other things) the
obligations of the related Mortgagor under the terms of the related Mortgage
Loan (as such terms may have been modified), to consider (among other things)
the related Mortgaged Property in its "as is" or then current condition and with
respect to its then current occupancies, all as modified by such party's
reasonable assumptions regarding the possibility and effects of future adverse
change with respect to the related Mortgaged Property, to estimate and consider
(among other things) future expenses and to estimate and consider (among other
things) the timing of recoveries. In addition, the Master Servicer or the
Special Servicer may update or change its recoverability determination at any
time with respect to any Servicing Advance, and the Master Servicer may obtain
from the Special Servicer any analysis, appraisals or market value estimates or
other information in the possession of the Special Servicer for purposes of
determining whether a Servicing Advance is a Nonrecoverable Servicing Advance.
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 Servicing Advance; provided,
however, that if the Master Servicer or the Special Servicer has failed to make
a Servicing Advance for reasons other than a determination by the Master
Servicer or the Special Servicer, as applicable, that such Servicing Advance


                                      -212-



would be a Nonrecoverable Advance, the Trustee or the Fiscal Agent, as
applicable, shall make such Servicing Advance within the time periods required
by Section 3.11(f) unless the Trustee or the Fiscal Agent, in good faith, makes
a determination that such Servicing Advance would be a Nonrecoverable Advance.

            (i)     Notwithstanding anything set forth herein to the contrary,
the Master Servicer shall (at the direction of the Special Servicer if a
Specially Serviced Mortgage Loan or an Administered REO Property is involved)
pay directly out of the Pool Custodial Account and/or (if a Serviced Loan
Combination is involved) the related Loan Combination Custodial Account, in
accordance with Section 3.05(a) or Section 3.05A, as applicable, any servicing
expense that, if advanced by the Master Servicer or the Special Servicer, would
constitute a Nonrecoverable Servicing Advance; provided that the Master Servicer
(or the Special Servicer, if a Specially Serviced Mortgage Loan or an
Administered REO Property is involved) has determined in accordance with the
Servicing Standard that making such payment, in the case of withdrawals from a
Loan Combination Custodial Account, is in the best interests of the
Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s) (as a collective whole), or, in the case of withdrawals from the
Pool Custodial Account, is in the best interests of the Certificateholders (as a
collective whole), as evidenced in each case by an Officer's Certificate
delivered promptly to the Trustee, the Depositor, the Controlling Class
Representative and any affected Serviced Non-Trust Mortgage Loan Noteholder(s),
setting forth the basis for such determination and accompanied by any
information that such Person may have obtained that supports such determination.
A copy of any such Officer's Certificate (and accompanying information) of the
Master Servicer shall also be promptly delivered to the Special Servicer, and a
copy of any such Officer's Certificate (and 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 the Mortgaged Property securing a Serviced Mortgage
Loan as soon as practicable after such Serviced Mortgage Loan becomes a
Specially Serviced Mortgage Loan and annually thereafter for so long as such
Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which
shall be paid by the Master Servicer, at the direction of the Special Servicer,
and shall be reimbursable as a Servicing Advance. In addition, the Special
Servicer shall perform or cause to be performed a physical inspection of each of
the Administered REO Properties at least once per calendar year, the cost of
which shall be paid by the Master Servicer, at the direction of the Special
Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 200_,
the Master Servicer shall at its expense perform or cause to be performed a
physical inspection of each Mortgaged Property securing a Performing Serviced
Mortgage Loan: (i) at least once every two calendar years in the case of
Mortgaged Properties securing Performing Serviced Mortgage Loans that have
outstanding principal balances of (or Mortgaged Properties having allocated loan
amounts of) $2,000,000 or less; and (ii) at least once every calendar year in
the case of all other such Mortgaged Properties; provided that, the Master
Servicer will not be required to perform or cause to be performed an inspection
on a Mortgaged Property if such Mortgaged Property has been inspected by the
Master Servicer or the Special Servicer in the preceding six months. The Master
Servicer and the Special Servicer shall each promptly prepare or cause to be
prepared and deliver to the Trustee, the related Serviced Non-Trust Mortgage
Loan Noteholder(s) (if the subject


                                      -213-



Mortgaged Property secures a Serviced Loan Combination) and each other a written
report of each such inspection performed by it that sets forth in detail the
condition of the Mortgaged Property and that specifies the existence of: (i) any
sale, transfer or abandonment of the Mortgaged Property of which the Master
Servicer or the Special Servicer, as applicable, is aware, (ii) any change in
the condition or value of the Mortgaged Property that the Master Servicer or the
Special Servicer, as applicable, in its reasonable, good faith judgment,
considers material, or (iii) any waste committed on the Mortgaged Property. The
Master Servicer and Special Servicer shall each forward copies of any such
inspection reports prepared by it to the Underwriters and the Controlling Class
Representative upon request, subject to payment of a reasonable fee.

            The Special Servicer, in the case of each Specially Serviced
Mortgage Loan and each REO Mortgage Loan that relates to an Administered REO
Property, and the Master Servicer, in the case of each Performing Serviced
Mortgage Loan, shall each, consistent with the Servicing Standard, use
reasonable efforts to obtain quarterly, annual and other periodic operating
statements and rent rolls with respect to each of the related Mortgaged
Properties and REO Properties. The Special Servicer shall, promptly following
receipt, deliver copies of the operating statements and rent rolls received or
obtained by it to the Master Servicer. The Master Servicer shall promptly
deliver copies of the operating statements and rent rolls received or obtained
by it (including pursuant to the preceding sentence) to the Trustee, the Special
Servicer, any related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the
subject Mortgaged Property secures a Serviced Loan Combination) or any
Controlling Class Certificateholder, in each case upon request.

            Within 30 days after receipt by the Master Servicer or Special
Servicer, as applicable, of any annual operating statements with respect to any
Mortgaged Property (other than a Mortgaged Property that secures an Outside
Serviced Loan Combination) or Administered REO Property, the Master Servicer
(with respect to a Mortgaged Property that secures a Performing Serviced
Mortgage Loan) and the Special Servicer (with respect to a Mortgaged Property
that secures a Specially Serviced Mortgage Loan or with respect to an
Administered REO Property) shall prepare or update and forward to the Trustee a
CMSA NOI Adjustment Worksheet for such Mortgaged Property or Administered REO
Property (with, upon request, the annual operating statements attached thereto
as an exhibit).

            The Master Servicer, with respect to a Mortgaged Property that
secures a Performing Serviced Mortgage Loan, and the Special Servicer, with
respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan
or with respect to an Administered REO Property, shall prepare and maintain one
CMSA Operating Statement Analysis Report for each such Mortgaged Property and
Administered REO Property. The CMSA Operating Statement Analysis Report for each
such Mortgaged Property and REO Property is to be updated by the Master Servicer
or Special Servicer, as applicable, within 30 days after its receipt of updated
operating statements for a Mortgaged Property or REO Property, as the case may
be. The Master Servicer or Special Servicer, as applicable, shall use the
"Normalized" column from the CMSA NOI Adjustment Worksheet for any Mortgaged
Property or REO Property, as the case may be, to update and normalize the
corresponding annual year-end information in the CMSA Operating Statement
Analysis Report and shall use any annual operating statements and related data
fields received with respect to any Mortgaged Property or REO Property, as the
case may be, to prepare the CMSA NOI Adjustment Worksheet for such property.
Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment
Worksheets (as well as any comparable items received with respect to an Outside
Serviced Trust Mortgage Loan or any related REO Property) are to


                                      -214-



be forwarded by the Special Servicer to the Master Servicer and by the Master
Servicer to the Trustee and any Controlling Class Certificateholder, in each
case upon request.

            (b)     Not later than 12:00 p.m. (New York City time) on the
Business Day after each Trust Determination Date, the Special Servicer shall
deliver or cause to be delivered to the Master Servicer the following reports
with respect to the Specially Serviced Trust Mortgage Loans and any Administered
REO Properties and, to the extent that the subject information relates to when
they were Specially Serviced Trust Mortgage Loans, with respect to any Corrected
Trust Mortgage Loans, providing the required information as of the related
Determination Date: (A) a CMSA Property File; (B) a CMSA Comparative Financial
Status Report; (C) a CMSA Delinquent Loan Status Report; (D) a Loan Payoff
Notification Report; (E) a CMSA Historical Liquidation Report; (F) a CMSA
Historical Loan Modification and Corrected Mortgage Loan Report; and (G) a CMSA
REO Status Report.

            (c)     Not later than 1:00 p.m. (New York City time) on the second
Business Day prior to each Distribution Date, the Master Servicer shall furnish
to the Trustee and, upon request, to the Depositor, the Underwriters and the
Special Servicer, by electronic transmission (or in such other form to which the
Trustee or the Depositor, as the case may be, and the Master Servicer may
agree), an accurate and complete CMSA Loan Periodic Update File providing the
required information for the Trust Mortgage Loans and any REO Trust Mortgage
Loans as of the related Determination Date (or, in the case of an Outside
Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto, as of the end of the related Underlying Collection Period). In
the case of information to be furnished by the Master Servicer to the Trustee
pursuant to this Section 3.12(c), insofar as such information is solely within
the control of the Special Servicer, the Master Servicer (if other than the
Special Servicer or an Affiliate thereof) shall have no obligation to provide
such information until it has received such information from the Special
Servicer, shall not be in default hereunder due to a delay in providing the CMSA
Loan Periodic Update File caused by the Special Servicer's failure to timely
provide any report required under this Agreement and may, absent actual
knowledge of an error therein, conclusively rely on the reports to be provided
by the Special Servicer. The Master Servicer may conclusively rely on any
information provided by the respective Mortgage Loan Sellers or any Mortgagor
with respect to the CMSA Loan Periodic Update File, CMSA Loan Setup File, CMSA
Property File and CMSA Financial File.

            Not later than 2:00 p.m. (New York City time) on the first Business
Day prior to each Distribution Date, the Master Servicer shall deliver or cause
to be delivered to the Trustee, the Rating Agencies, the Special Servicer and,
upon request, any Controlling Class Certificateholder: (i) the most recent CMSA
Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical
Liquidation Report and CMSA REO Status Report received from the Special Servicer
pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA
Financial File, CMSA Loan Setup File (if modified), CMSA Loan Level Reserve/LOC
Report, CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status
Report and Loan Payoff Notification Report (in each case combining the reports
prepared by the Special Servicer and the Master Servicer); (iii) a CMSA Servicer
Watch List with information that is current as of the related Determination Date
with respect to each subject Trust Mortgage Loan; and (iv) a CMSA Advance
Recovery Report providing the required information for the Trust Mortgage Loans
and any REO Trust Mortgage Loans as of the related Determination Date (or, in
the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto, as of the end of the related Underlying
Collection Period).


                                      -215-



            The Master Servicer shall incorporate in the foregoing reports
referred to above in this Section 3.12(c) any information and reports received
(by the date in the month of such Distribution Date that such information and
reports are scheduled to be received in accordance with the related Outside
Servicing Agreement) from the applicable Outside Servicer with respect to each
Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto. The Master Servicer shall include on one of such reports
updated information as of the applicable Determination Date regarding the amount
of accrued and unpaid interest on Advances in accordance with Section 3.11(g)
and/or 4.03(d), such information to be presented on a loan-by-loan basis.

            (d)     If the Master Servicer or the Special Servicer determines,
in its reasonable judgment, that information regarding the Trust Mortgage Loans
and REO Properties (in addition to the information otherwise required to be
contained in the CMSA Investor Reporting Package) should be disclosed to
Certificateholders and Certificate Owners, then the Master Servicer or, solely
as to Specially Serviced Mortgage Loans and REO Properties, the Special
Servicer, shall so notify the Trustee, set forth such information in an
additional report, in a format reasonably acceptable to the Trustee and the
Master Servicer and, if applicable, the Special Servicer (the "Supplemental
Report"), and deliver such report to the Trustee upon preparation thereof or
simultaneously with the delivery of the Master Servicer's reports described in
Section 3.12(c).

            In addition, during any fiscal year of the Trust until the Trustee
provides written notice that it has filed a Form 15 with respect to the Trust as
to that fiscal year in accordance with Section 8.15(c), each of the Master
Servicer (solely with respect to Performing Serviced Mortgage Loans) and the
Special Servicer (solely with respect to Specially Serviced Mortgage Loans and
Administered REO Properties), shall monitor for the occurrence of any of the
events, circumstances or items constituting Form 8-K Relevant Information, Form
10-D Relevant Information and Form 10-K Relevant Information, specified under
Section 8.15(b) and (to the extent the Master Servicer or the Special Servicer,
as applicable, has actual knowledge of, or should (in performing its obligations
in accordance with the Servicing Standard) have actual knowledge of, any such
event, circumstance or item) shall promptly, but not later than one Business Day
after obtaining knowledge of such event, so notify the Trustee and the Depositor
and, within two Business Days after obtaining knowledge of such event, set forth
such information in a Supplemental Report, and deliver such report to the
Trustee upon preparation thereof.

            (e)     The Special Servicer shall deliver to the Master Servicer
the reports set forth in Section 3.12(b) in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer, and the Master
Servicer shall deliver to the Trustee, the Special Servicer and, upon request,
any Controlling Class Certificateholder the reports set forth in Section 3.12(c)
in an electronic format reasonably acceptable to the Master Servicer and the
Trustee. The Master Servicer may, absent manifest error, conclusively rely on
the reports to be provided by the Special Servicer pursuant to Section 3.12(b)
and, with respect to an Outside Serviced Trust Mortgage Loan or an Outside
Administered REO Property, by a related Outside Servicer pursuant to the related
Outside Servicing Agreement. The Trustee may, absent manifest error,
conclusively rely on the reports to be provided by the Master Servicer pursuant
to Section 3.12(c) to the extent that the underlying information is solely
within the control of the Master Servicer or the Special Servicer, 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 or
reports to be furnished by the Master Servicer to the Trustee pursuant to
Section 3.12(c), if and to the extent that such information is based on reports
to be provided by the Special Servicer


                                      -216-



pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside
Servicing Agreement, or if and to the extent such reports are to be prepared and
delivered by the Special Servicer pursuant to Section 3.12(b) or by an Outside
Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master
Servicer and the party required to provide the subject reports are not the same
Person or Affiliates, then (i) the Master Servicer shall have no obligation to
provide such information or reports to the Trustee until it has received such
information or reports from the Special Servicer or the relevant Outside
Servicer, as applicable, and (ii) the Master Servicer is entitled to
conclusively rely on such information provided by the Special Servicer or
relevant Outside Servicer, as applicable. The Master Servicer shall not be in
default hereunder due to a delay in providing the reports required by Section
3.12(c) caused by the Special Servicer's failure to timely provide any report
required under Section 3.12(b) of this Agreement, or by an Outside Servicer's
failure to provide any report required to be provided to the holder of the
related Outside Serviced Trust Mortgage Loan pursuant to the related Outside
Servicing Agreement or the related Co-Lender Agreement, as applicable.

            (f)     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.    Preparation and Delivery of Certain Statements
                              and Reports to the Serviced Non-Trust Mortgage
                              Loan Noteholders.

            (a)     The Master Servicer shall promptly deliver to each Serviced
Non-Trust Mortgage Loan Noteholder: (i) copies of operating statements and rent
rolls; (ii) upon request, annual CMSA NOI Adjustment Worksheets (with annual
operating statements as exhibits); and (iii) annual CMSA Operating Statement
Analysis Reports, in each case prepared, received or obtained by it pursuant to
Section 3.12 with respect to the Mortgaged Property securing the related
Serviced Loan Combination.

            (b)     If the Mortgage Loans forming a Serviced Loan Combination
constitute Specially Serviced Mortgage Loans, or if a Mortgaged Property
securing a Serviced Loan Combination has become an REO Property, then each
calendar month, not later than 12:00 p.m. (New York City time) on the Business
Day after the applicable Loan Combination Determination Date in such month, the
Special Servicer shall deliver or cause to be delivered to the Master Servicer
the following reports with respect to such Serviced Loan Combination and/or the
related Mortgaged Property, providing the required information as of such Loan
Combination Determination Date: (i) a CMSA Property File (or similar report
satisfactory to the Master Servicer); and (ii) a CMSA Comparative Financial
Status Report (or similar report satisfactory to the Master Servicer). If the
Mortgage Loans forming a Serviced Loan Combination constitute Specially Serviced
Mortgage Loans, or if a Mortgaged Property securing a Serviced Loan Combination
has become an REO Property, then each calendar month, not later than 10:00 a.m.
(New York City time) on the second Business Day prior to the applicable Loan
Combination Master Servicer Remittance Date in such month, the Special Servicer
shall deliver or cause to be delivered to the Master Servicer such of the
following reports as may be relevant with respect to such Serviced Loan
Combination and/or the related Mortgaged Property: (i) a CMSA Delinquent Loan
Status Report; (ii) a Loan Payoff Notification Report, (iii) a CMSA Historical
Liquidation Report; (iv) a CMSA Historical Loan Modification and Corrected
Mortgage Loan Report; and (v) a CMSA REO Status Report.


                                      -217-



            (c)     Prior to 12:00 noon (New York City time) on each applicable
Master Servicer Remittance Date, the Master Servicer shall, with respect to each
Serviced Loan Combination, prepare all Loan Combination Servicing Reports as may
be relevant and that are not otherwise required to be prepared by the Special
Servicer pursuant to Section 3.12A(b). The Master Servicer shall also include on
one of such reports updated information as of the applicable Loan Combination
Determination Date regarding the amount of accrued and unpaid interest on
Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to
be presented on a loan-by-loan basis.

            (d)     The Special Servicer shall deliver to the Master Servicer
the reports set forth in Section 3.12A(b) in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer. The Master Servicer
may, absent manifest error, conclusively rely on the reports to be provided by
the Special Servicer pursuant to Section 3.12A(b). In the case of information or
reports to be furnished by the Master Servicer to a Serviced Non-Trust Mortgage
Loan Noteholder pursuant to Section 3.12A(f), 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 3.12A(f) 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.

            (f)     Not later than 12:00 noon (New York City time) on each
related Master Servicer Remittance Date, the Master Servicer shall forward to
the related Non-Trust Mortgage Loan Noteholder(s) all related Loan Combination
Servicing Reports prepared with respect to each Serviced Loan Combination,
pursuant to this Section 3.12A, during the calendar month in which such Master
Servicer Remittance Date occurs.

            (g)     The Master Servicer shall only be obligated to deliver the
statements, reports and information contemplated by Section 3.12A(f) 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


                                      -218-



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,
and shall cause each Additional Servicer with which it has entered into a
servicing relationship with respect to any one or more Mortgage Loans to
deliver, to the Trustee, the Rating Agencies, the Depositor, the Underwriters,
each Serviced Non-Trust Mortgage Loan Noteholder and each other, at no expense
to the Trust on or before April 30 of each year, beginning in 2007 (or, as to
any such year, such earlier date as is contemplated by the last sentence of this
Section 3.13), a statement of compliance (the "Annual Statement of Compliance")
from the Master Servicer, the Special Servicer or such Additional Servicer, as
the case may be, signed by an authorized officer thereof, to the effect that (i)
a review of the activities of the Master Servicer, the Special Servicer or such
Additional Servicer, as the case may be, during the preceding calendar year (or,
in the case of the first such certification, during the period from the Closing
Date to December 31, 2006, inclusive) and, in particular, of its performance
under this Agreement (or, in the case of an Additional Servicer, under the
applicable Sub-Servicing Agreement or primary servicing agreement), has been
made under such officer's supervision, and (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer, the Special Servicer or
such Additional Servicer, as the case may be, has fulfilled all of its
obligations under this Agreement (or, in the case of an Additional Servicer,
under the applicable Sub-Servicing Agreement or primary servicing agreement) in
all material respects throughout such preceding calendar year or portion thereof
(or, if there has been a failure to fulfill any such obligation in any material
respects, specifying each such failure known to such officer and the nature and
status thereof). Notwithstanding the timing provided for in the first sentence
of this paragraph, if (as confirmed in writing by the Depositor) the Depositor
or any other party hereto is required to file an Annual Report on Form 10-K with
the Commission in respect of the Trust covering any particular calendar year, or
(if applicable) any other depositor, trustee and/or other certifying party and
certifying officer with respect to a related securitization trust is required to
file an Annual Report on Form 10-K with the Commission in connection with the
securitization of any Serviced Non-Trust Mortgage Loan covering any particular
calendar year and so notifies the Master Servicer and the Special Servicer, then
the Annual Statement of Compliance to be delivered during the following year by
each of the Master Servicer and the Special Servicer, and by each Additional
Servicer with which the Master Servicer or Special Servicer has entered into a
servicing relationship with respect to any one or more Mortgage Loans, shall be
delivered on or before March 20 of such following year to the Trustee, the
Depositor, each Serviced Non-Trust Mortgage Loan Noteholder and any such
depositor, trustee and/or other certifying party and certifying officer with
respect to a related securitization trust, as applicable; and the Master
Servicer and the Special Servicer are hereby notified that the Depositor is
required to file an Annual Report on Form 10-K with the Commission in respect of
the Trust covering calendar year 2006.

            SECTION 3.14.     Reports on Assessment of Compliance with Servicing
                              Criteria; Registered Public Accounting Firm
                              Attestation Reports.

            Each Servicing Function Participant shall itself deliver, and each
party hereto shall cause any Sub-Servicing Function Participant with which it
has entered into a servicing relationship with respect to any one or more
Mortgage Loans to deliver, on or before April 30 of each year, beginning in 2007
(or, as to any such year, such earlier date as is contemplated by the last
sentence of this paragraph)


                                      -219-



to the Trustee, the Rating Agencies, the Depositor, the Underwriters, each
Serviced Non-Trust Mortgage Loan Noteholder, and, in the case of a Servicing
Function Participant (other than the Master Servicer) or a Sub-Servicing
Function Participant, to the Master Servicer, at no expense to the Trust, the
following reports: (i) as required under Rules 13a-18 or 15d-18 of the Exchange
Act and Item 1122 of Regulation AB, a report on an assessment of compliance by
it with the Servicing Criteria (an "Annual Assessment Report"), signed by an
authorized officer of such Servicing Function Participant or such Sub-Servicing
Function Participant, as the case may be, which report shall contain (A) a
statement by such Servicing Function Participant or such Sub-Servicing Function
Participant, as the case may be, of its responsibility for assessing compliance
with the Servicing Criteria applicable to it, (B) a statement that such
Servicing Function Participant or such Sub-Servicing Function Participant, as
the case may be, used the Servicing Criteria to assess compliance with the
applicable servicing criteria, (C) such Servicing Function Participant's or such
Sub-Servicing Function Participant's, as the case may be, assessment of
compliance with the applicable Servicing Criteria as of and for the period
ending December 31st of the preceding calendar year, which discussion must
include any material instance of noncompliance with the applicable Servicing
Criteria identified by such Servicing Function Participant or such Sub-Servicing
Function Participant, as the case may be, and (D) a statement that a registered
public accounting firm has issued an attestation report on such Servicing
Function Participant's or such Sub-Servicing Function Participant's, as the case
may be, assessment of compliance with the applicable Servicing Criteria as of
and for such period ending December 31st of the preceding calendar year; and
(ii) as to each report delivered by a Servicing Function Participant or a
Sub-Servicing Function Participant pursuant to the immediately preceding clause
(i), as required under Rules 13a-18 or 15d-18 of the Exchange Act and Item 1122
of Regulation AB, a report from a registered public accounting firm (made in
accordance with the standards for attestation engagements issued or adopted by
the PCAOB) (an "Annual Attestation Report") that attests to, and reports on, the
assessment made by the asserting party in such report delivered pursuant to the
immediately preceding clause (i). Promptly after receipt of each such report
delivered pursuant to the preceding sentence, the Depositor shall review such
report and, if applicable, shall be entitled to consult with the appropriate
party hereto as to the nature of any material instance of noncompliance with the
applicable Servicing Criteria by such party or any Sub-Servicing Function
Participant with which it has entered into a servicing relationship with respect
to the Mortgage Loans. Notwithstanding the timing provided for in the first
sentence of this paragraph, if (as confirmed in writing by the Depositor) the
Depositor is required to file an Annual Report on Form 10-K with the Commission
in respect of the Trust covering any particular calendar year, or (if
applicable) any other depositor, trustee and/or other certifying party and
certifying officer with respect to a related securitization trust is required to
file an Annual Report on Form 10-K with the Commission in connection with the
securitization of any Serviced Non-Trust Mortgage Loan covering any particular
calendar year and so notifies the Master Servicer and the Special Servicer, then
the Annual Assessment Report and the Annual Attestation Report to be delivered
during the following year by or on behalf of each Servicing Function
Participant, and by or on behalf of each Sub-Servicing Function Participant with
which a party hereto has entered into a servicing relationship with respect to
any one or more Mortgage Loans, shall be delivered to the Depositor, the
Trustee, each Serviced Non-Trust Mortgage Loan Noteholder and any such
depositor, trustee and/or other certifying party and certifying officer with
respect to a related securitization trust, as applicable, on or before March 20
of such following year and shall not contain any restrictions on the filing
thereof with the Commission with respect to calendar year 2006; and the Master
Servicer, the Special Servicer, the Trustee and the Fiscal Agent are hereby
notified that the Depositor is required to file an Annual Report on Form 10-K
(including the foregoing Annual Assessment Reports and Annual Attestation
Reports) with the Commission in respect of the Trust covering calendar year
2006.


                                      -220-



            In the event the Trustee or the Depositor does not receive the
Annual Assessment Report and/or the Annual Attestation Report with respect to
any Servicing Function Participant, or with respect to any Sub-Servicing
Function Participant with which a party hereto has entered into a servicing
relationship with respect to any one or more Mortgage Loans, by March 20th of
any year during which an Annual Report on Form 10-K is required to be filed with
the Commission with respect to the Trust, then the Trustee shall, and the
Depositor may, forward a Servicer Notice to such Servicing Function Participant
or the party hereto that has a servicing relationship with such Sub-Servicing
Function Participant, as the case may be, with a copy of such Servicer Notice to
the Depositor (if the Trustee is sending the Servicer Notice) or the Trustee (if
the Depositor is sending the Servicer Notice), as applicable, within one (1)
Business Day of such failure. For the purposes of the preceding sentence of this
Section 3.14 and Section 7.01(v)(B) of this Agreement, a "Servicer Notice" shall
constitute either any writing forwarded to such party or, notwithstanding the
provisions of Section 11.05, e-mail notice which, in the case of the Master
Servicer, shall be forwarded to all of the following e-mail addresses:
____________, ____________ and ____________, or such other e-mail addresses as
are provided in writing by the Master Servicer to the Trustee and the Depositor;
provided that any party to this Agreement (or someone acting on their behalf)
shall only be required to forward any such notice to be delivered to the Master
Servicer or the Special Servicer, as applicable, to no more than three e-mail
addresses in the aggregate in order to fulfill its notification requirement as
set forth in the preceding sentence and/or under the provisions of Section
7.01(v)(B).

            The Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent, in each case, 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, the Special
Servicer, the Trustee and the Fiscal Agent shall each be entitled to charge the
Depositor for any reasonable additional costs and expenses incurred by it in
affording the Depositor such cooperation.

            SECTION 3.15.     Access to Certain Information.

            (a)     Each of the Master Servicer and the Special Servicer shall
afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any
Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any
Certificate Owner (identified as such to the reasonable satisfaction of the
Master Servicer or the Special Servicer, as the case may be), and to the OTS,
the FDIC and any other banking or insurance regulatory authority that may
exercise authority over any Certificateholder, any Certificate Owner (identified
as such to the reasonable satisfaction of the Master Servicer or the Special
Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan
Noteholder, access to any records regarding the Serviced Mortgage Loans and the
servicing thereof within its control (which access shall be limited, in the case
of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority
seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder,
to records relating to the related Serviced Non-Trust Mortgage Loan), except to
the extent it is prohibited from doing so by applicable law or contract or to
the extent such information is subject to a privilege under applicable law to be
asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage
Loan Noteholders. Such access shall be afforded only upon reasonable prior
written request and during normal business hours at the offices of the Master
Servicer or the Special Servicer, as the case may be, designated by it.


                                      -221-



            In connection with providing or granting any information or access
pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a
Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may
exercise authority over a Certificateholder, a Certificate Owner or a Serviced
Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer
each may require payment from such Certificateholder, a Certificate Owner or a
Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the
reasonable costs and expenses of providing such information or access, including
copy charges and reasonable fees for employee time and for space; provided that
no charge may be made if such information or access was required to be given or
made available under applicable law. In connection with providing
Certificateholders and Certificate Owners access to the information described in
the preceding paragraph, the Master Servicer and the Special Servicer shall
require (prior to affording such access) a written confirmation executed by the
requesting Person substantially in such form as may be reasonably acceptable to
the Master Servicer or the Special Servicer, as the case may be, generally to
the effect that such Person is a Holder of Certificates or a beneficial holder
of Book-Entry Certificates and will keep such information confidential.

            Upon the reasonable request of any Certificateholder, or any
Certificate Owner identified to the Master Servicer to the Master Servicer's
reasonable satisfaction, the Master Servicer may provide (or forward
electronically) (at the expense of such Certificateholder or Certificate Owner)
copies of any operating statements, rent rolls and financial statements obtained
by the Master Servicer or the Special Servicer; provided that, in connection
therewith, the Master Servicer shall require a written confirmation executed by
the requesting Person substantially in such form as may be reasonably acceptable
to the Master Servicer, generally to the effect that such Person is a Holder of
Certificates or a beneficial holder of Book-Entry Certificates and will keep
such information confidential.

            (b)     No less often than on a monthly basis, upon reasonable prior
notice and during normal business hours, each of the Master Servicer and the
Special Servicer shall, without charge, make a knowledgeable Servicing Officer
available to answer questions (if and to the extent the Master Servicer or the
Special Servicer, as the case may be, is responsible (or, in the case of the
Special Servicer, would be responsible upon the occurrence of a Servicing
Transfer Event) for the servicing thereof) from the following parties: (i) the
Controlling Class Representative regarding the performance and servicing of the
Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan
Combination Controlling Party regarding the performance and servicing of each
Serviced Loan Combination and/or any related REO Property. Except as provided in
the following sentence, in connection with providing the Controlling Class
Representative with the information described in the preceding sentence, the
Master Servicer and the Special Servicer shall require (prior to providing such
information for the first time to such Controlling Class Representative) a
Controlling Class Representative Confirmation (as defined in Section 6.09(b)),
generally to the effect that such Person will keep any information received by
it from time to time pursuant to this Agreement confidential (other than with
respect to communications with the Controlling Class). In the case of the
initial Controlling Class Representative, upon its or an Affiliate's acquisition
of the Class T Certificates, such entity shall be deemed to have agreed to keep
all non-public information received by it in such capacity from time to time
pursuant to this Agreement confidential, subject to applicable law, and such
initial Controlling Class Representative shall be deemed to have made such
agreement without delivery of the Controlling Class Representative Confirmation.


                                      -222-



            SECTION 3.16.     Title to REO Property; REO Accounts.

            (a)     If title to any Mortgaged Property (other than a Mortgaged
Property that secures an Outside Serviced Loan Combination) is acquired, the
deed or certificate of sale shall be issued to the Trustee or its nominee on
behalf of the Certificateholders and, in the case of a Mortgaged Property that
secures a Serviced Loan Combination, on behalf of the related Serviced Non-Trust
Mortgage Loan Noteholder(s). If, pursuant to Section 3.09(b), the Special
Servicer formed or caused to be formed, at the expense of the Trust, a single
member limited liability company (of which the Trust is the sole member) for the
purpose of taking title to one or more Administered REO Properties pursuant to
this Agreement, then (subject to the interests of any affected Serviced
Non-Trust Mortgage Loan Noteholder), the deed or certificate of sale with
respect to any such Administered REO Property shall be issued to such single
member limited liability company. The limited liability company shall be a
manager-managed limited liability company, with the Special Servicer to serve as
the initial manager to manage the property of the limited liability company,
including any applicable Administered REO Property, in accordance with the terms
of this Agreement as if such property was held directly in the name of the Trust
or Trustee under this Agreement.

            The Special Servicer, on behalf of the Trust Fund and, in the case
of any Administered REO Property that relates to a Serviced Loan Combination,
the related Serviced Non-Trust Mortgage Loan Noteholder(s), shall sell any
Administered REO Property by the end of the third calendar year following the
calendar year in which the applicable REMIC Pool 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 the applicable REMIC Pool of such Administered
REO Property subsequent to the end of such third succeeding year will not result
in the imposition of taxes on "prohibited transactions" (as defined in Section
860F of the Code) of any REMIC Pool or cause any REMIC Pool to fail to qualify
as a REMIC at any time that any Certificates are outstanding. If the Special
Servicer is granted the REO Extension contemplated by clause (i) of the
immediately preceding sentence or obtains the Opinion of Counsel contemplated by
clause (ii) of the immediately preceding sentence, the Special Servicer shall
sell the subject Administered REO Property within such extended period as is
permitted by such REO Extension or such Opinion of Counsel, as the case may be.
Any expense incurred by the Special Servicer in connection with its obtaining
the REO Extension contemplated by clause (i) of the second preceding sentence or
its obtaining the Opinion of Counsel contemplated by clause (ii) of the second
preceding sentence, or for the creation of and the operating of a single member
limited liability company, shall be covered by, and reimbursable as, a Servicing
Advance.

            (b)     The Special Servicer shall segregate and hold all funds
collected and received in connection with any Administered REO Property separate
and apart from its own funds and general assets. If an REO Acquisition shall
occur in respect of any Mortgaged Property (other than a Mortgaged Property that
secures a Loan Combination), the Special Servicer shall establish and maintain
one or more accounts (collectively, the "Pool REO Account"), to be held on
behalf of the Trustee in trust for the benefit of the Certificateholders, for
the retention of revenues and other proceeds derived from each REO Property
(other than any REO Property that relates to a Loan Combination). If such REO
Acquisition occurs with respect to the Mortgaged Property that secures any
Serviced Loan Combination, then the Special Servicer shall establish one or more
accounts solely with respect to such property (the


                                      -223-



related "Loan Combination REO Account"), to be held for the benefit of the
Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s). The Pool REO Account and each Loan Combination REO Account shall
each be an Eligible Account. The Special Servicer shall deposit, or cause to be
deposited, in the applicable REO Account, upon receipt, all REO Revenues,
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in
respect of any Administered REO Property. Funds in an REO Account (other than
any such funds representing Additional Interest) may be invested in Permitted
Investments in accordance with Section 3.06. The Special Servicer shall be
entitled to make withdrawals from an REO Account to pay itself, as additional
special servicing compensation in accordance with Section 3.11(d), interest and
investment income earned in respect of amounts held in such REO Account as
provided in Section 3.06(b) (but only to the extent of the Net Investment
Earnings with respect to such REO Account for any related Investment Period).
The Special Servicer shall give notice to the Trustee and the Master Servicer of
the location of each REO Account, and shall give notice to the related Serviced
Non-Trust Mortgage Loan Noteholder(s) of the location of any Loan Combination
REO Account, in each case when first established and of the new location of any
such REO Account prior to any change thereof.

            (c)     The Special Servicer shall withdraw from the related REO
Account funds necessary for the proper operation, management, leasing,
maintenance and disposition of any Administered REO Property, but only to the
extent of amounts on deposit in such REO Account relating to such REO Property.
On the Business Day following each Trust Determination Date, the Special
Servicer shall withdraw from any Pool REO Account and deposit into the Pool
Custodial Account (or deliver to the Master Servicer or such other Person as may
be designated by the Master Servicer for deposit into the Pool Custodial
Account) the aggregate of all amounts received in respect of each Administered
REO Property (other than any Administered REO Property relating to a Serviced
Loan Combination) during the Trust Collection Period ending on such Trust
Determination Date, net of any withdrawals made out of such amounts pursuant to
the preceding sentence and, further, net of any reserves to be maintained in the
Pool REO Account in accordance with the last sentence of this Section 3.16(c).
On the Business Day following each related Loan Combination Determination Date,
the Special Servicer shall withdraw from the Loan Combination REO Account
related to any Serviced Loan Combination and deposit into the Loan Combination
Custodial Account that relates to such Serviced Loan Combination (or deliver to
the Master Servicer or such other Person as may be designated by the Master
Servicer for deposit into such Loan Combination Custodial Account) the aggregate
of all amounts received in respect of any Administered REO Property that relates
to such Serviced Loan Combination during the related Loan Combination Collection
Period ending on such related Loan Combination Determination Date, net of any
withdrawals made out of such amounts pursuant to the second preceding sentence
and, further, net of any reserves to be maintained in the related Loan
Combination REO Account in accordance with the last sentence of this Section
3.16(c). Notwithstanding the foregoing, the Special Servicer may retain in the
related REO Account such portion of proceeds and collections in respect of any
Administered REO Property as may be necessary to maintain a reserve of
sufficient funds for the proper operation, management, leasing, maintenance and
disposition of such REO Property (including the creation of a reasonable reserve
for repairs, replacements, necessary capital replacements and other related
expenses), such reserve not to exceed an amount sufficient to cover such items
to be incurred during the following twelve-month period.

            (d)     The Special Servicer shall keep and maintain separate
records, on a property-by-property basis, for the purpose of accounting for all
deposits to, and withdrawals from, each REO


                                      -224-



Account pursuant to Section 3.16(b) or (c). The Special Servicer shall provide
the Master Servicer any information with respect to each REO Account as is
reasonably requested by the Master Servicer.

            (e)     Notwithstanding anything to the contrary, this Section 3.16
shall not apply to any Outside Administered REO Property.

            SECTION 3.17.     Management of REO Property.

            (a)     Prior to the acquisition by it of title to a Mortgaged
Property (other than a Mortgaged Property that secures an Outside Serviced Loan
Combination), the Special Servicer shall review the operation of such Mortgaged
Property and determine the nature of the income that would be derived from such
property if it were acquired by the Trust Fund. If the Special Servicer
determines from such review that:

                    (i)     None of the income from Directly Operating such
      Mortgaged Property would be subject to tax as "net income from foreclosure
      property" within the meaning of the REMIC Provisions or would be subject
      to the tax imposed on "prohibited transactions" under Section 860F of the
      Code (either such tax referred to herein as an "REO Tax"), then such
      Mortgaged Property may be Directly Operated by the Special Servicer as REO
      Property;

                    (ii)    Directly Operating such Mortgaged Property as REO
      Property could result in income from such property that would be subject
      to an REO Tax, but that a lease of such property to another party to
      operate such property, or the performance of some services by an
      Independent Contractor with respect to such property, or another method of
      operating such property would not result in income subject to an REO Tax,
      then the Special Servicer may (provided that in the good faith and
      reasonable judgment of the Special Servicer, it is commercially
      reasonable) acquire such Mortgaged Property as REO Property and so lease
      or operate such REO Property; or

                    (iii)   It is reasonable to believe that Directly
      Operating such property as REO Property could result in income subject to
      an REO Tax and that no commercially reasonable means exists to operate
      such property as REO Property without the Trust Fund incurring or possibly
      incurring an REO Tax on income from such property, the Special Servicer
      shall deliver to the Tax Administrator, in writing, a proposed plan (the
      "Proposed Plan") to manage such property as REO Property. Such plan shall
      include potential sources of income, and, to the extent reasonably
      possible, estimates of the amount of income from each such source. Upon
      request of the Special Servicer, the Tax Administrator shall advise the
      Special Servicer of the Tax Administrator's federal income tax reporting
      position with respect to the various sources of income that the Trust Fund
      would derive under the Proposed Plan. After receiving the information
      described in the preceding sentence from the Tax Administrator, the
      Special Servicer shall implement the Proposed Plan (after acquiring the
      respective Mortgaged Property as REO Property), with any amendments
      required to be made thereto as a result of the Tax Administrator's tax
      reporting position.

            The Special Servicer's decision as to how each Administered REO
Property shall be managed and operated shall be based on the Servicing Standard
and, further, based on the good faith and reasonable judgment of the Special
Servicer as to which means would be in the best interest of the
Certificateholders (and, in the case of any Administered REO Property related to
a Serviced Loan


                                      -225-



Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as a
collective whole, by maximizing (to the extent commercially reasonable and
consistent with Section 3.17(b)) the net after-tax REO Revenues received with
respect to such property without materially impairing the Special Servicer's
ability to promptly sell such property for a fair price. In connection with
performing their respective duties under this Section 3.17(a), both the Special
Servicer and the Tax Administrator may consult with counsel and tax accountants,
the reasonable cost of which consultation shall be covered by, and be
reimbursable as, a Servicing Advance to be made by the Special Servicer.

            (b)     If title to any Administered REO Property is acquired, the
Special Servicer shall manage, conserve, protect and operate such REO Property
for the benefit of the Certificateholders (and, in the case of any Administered
REO Property related to a Serviced Loan Combination, the related Serviced
Non-Trust Mortgage Loan Noteholder(s)) solely for the purpose of its prompt
disposition and sale in a manner that does not and will not: (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code for purposes of Section 860D(a) of the Code; or
(ii) except as contemplated by Section 3.17(a), either result in the receipt by
any REMIC Pool of any "income from non-permitted assets" within the meaning of
Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event or an
Adverse Grantor Trust Event. Subject to the foregoing, however, the Special
Servicer shall have full power and authority to do any and all things in
connection therewith as are consistent with the Servicing Standard and,
consistent therewith, shall withdraw from the related REO Account, to the extent
of amounts on deposit therein with respect to any Administered REO Property,
funds necessary for the proper operation, management, maintenance and
disposition of such REO Property, including:

                    (i)     all insurance premiums due and payable in respect of
      such REO Property;

                    (ii)    all real estate taxes and assessments in respect of
      such REO Property that may result in the imposition of a lien thereon;

                    (iii)   any ground rents in respect of such REO Property;
      and

                    (iv)    all costs and expenses necessary to maintain,
      lease, sell, protect, manage, operate and restore such REO Property.

            To the extent that amounts on deposit in the related REO Account in
respect of any Administered REO Property are insufficient for the purposes set
forth in the preceding sentence with respect to such REO Property, the Master
Servicer shall, at the direction of the Special Servicer, make Servicing
Advances in such amounts as are necessary for such purposes unless the Master
Servicer determines, in accordance with the Servicing Standard, that such
payment would be a Nonrecoverable Advance; provided, however, that the Master
Servicer may make any such Servicing Advance without regard to recoverability if
it is a necessary fee or expense incurred in connection with the defense or
prosecution of legal proceedings.


                                      -226-



            (c)     Without limiting the generality of the foregoing, the
Special Servicer shall not, with respect to any Administered REO Property:

                    (i)     enter into, renew or extend any New Lease with
      respect to such Administered REO Property, if the New Lease, by its terms
      would give rise to any income that does not constitute Rents from Real
      Property;

                    (ii)    permit any amount to be received or accrued under
      any New Lease other than amounts that will constitute Rents from Real
      Property;

                    (iii)   authorize or permit any construction on such
      Administered REO Property, other than the completion of a building or
      other improvement thereon, and then only if more than 10% of the
      construction of such building or other improvement was completed before
      default on the related Serviced Mortgage Loan became imminent, all within
      the meaning of Section 856(e)(4)(B) of the Code; or

                    (iv)    Directly Operate, or allow any other Person, other
      than an Independent Contractor, to Directly Operate such Administered REO
      Property on any date more than 90 days after the related REO Acquisition;

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Master Servicer, at the
direction of the Special Servicer, and shall be reimbursable as a Servicing
Advance) to the effect that such action would not cause such Administered REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code for purposes of Section 860D(a) of the Code at
any time that it is held by 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 Administered REO Property;
provided that:

                    (i)     the terms and conditions of any such contract shall
      not be inconsistent herewith and shall reflect an agreement reached at
      arm's length;

                    (ii)    the fees of such Independent Contractor (which shall
      be expenses of the Trust Fund and, in the case of any Administered REO
      Property that relates to a Serviced Loan Combination, the related Serviced
      Non-Trust Mortgage Loan Noteholder(s)) shall be reasonable and customary
      in consideration of the nature and locality of such Administered REO
      Property;

                    (iii)   except as permitted under Section 3.17(a), any such
      contract shall require, or shall be administered to require, that the
      Independent Contractor, in a timely manner, (A) pay out of related REO
      Revenues all costs and expenses incurred in connection with the operation
      and management of such Administered REO Property, including those listed
      in Section 3.17(b) above, and (B) except to the extent that such revenues
      are derived from any services rendered by the Independent Contractor to
      tenants of such Administered REO Property that are not customarily
      furnished or rendered in connection with the rental of real property
      (within the meaning of Section 1.856-4(b)(5) of the Treasury regulations
      or any successor provision), remit all related revenues collected (net of
      its fees and such costs and expenses) to the Special Servicer upon
      receipt;


                                      -227-



                    (iv)    none of the provisions of this Section 3.17(d)
      relating to any such contract or to actions taken through any such
      Independent Contractor shall be deemed to relieve the Special Servicer of
      any of its duties and obligations hereunder with respect to the operation
      and management of such Administered REO Property; and

                    (v)     the Special Servicer shall be obligated with respect
      thereto to the same extent as if it alone were performing all duties and
      obligations in connection with the operation and management of such
      Administered REO Property.

            (e)     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.

            (f)     Notwithstanding anything to the contrary, this Section 3.17
shall not apply to any Outside Administered REO Property.

            SECTION 3.18.     Sale of Trust Mortgage Loans and Administered REO
                              Properties.

            (a)     The Master Servicer, the Special Servicer or the Trustee may
sell or purchase, or permit the sale or purchase of, a Trust Mortgage Loan or
Administered REO Property only in connection with a Permitted Purchase of such
Trust Mortgage Loan or Administered REO Property, as the case may be, and/or in
connection with a sale of such Administered REO Property in accordance with this
Section 3.18.

            (b)     Within five (5) Business Days after the Special Servicer has
knowledge that any Trust Mortgage Loan has become a Specially Serviced Trust
Mortgage Loan, the Special Servicer shall give notice of such event to the
related Serviced Non-Trust Mortgage Loan Noteholder(s) (if such Trust Mortgage
Loan is part of a Serviced Loan Combination), each Holder of a Certificate of
the Controlling Class and the Trustee. The Special Servicer, any single
Certificateholder or any group of Certificateholders entitled to a majority of
the Voting Rights allocated to the Controlling Class and any assignees of the
foregoing parties (collectively, the "Purchase Option Holders") shall each have
the option to purchase such Specially Serviced Trust Mortgage Loan at a cash
price that is at least equal to the Purchase Price; provided that the Special
Servicer has determined in its reasonable and good faith judgment that a
material default exists with respect to such Specially Serviced Trust Mortgage
Loan. The Special Servicer shall accept the first offer by a Purchase Option
Holder that is at least equal to the Purchase Price for the subject Trust
Mortgage Loan.

            (c)     If none of the Purchase Option Holders exercises its option
to purchase any Specially Serviced Trust Mortgage Loan as described in
subsection (b) above, then each Purchase Option Holder will also have the option
to purchase that Specially Serviced Trust Mortgage Loan at a price equal to the
fair value (the "FV Price") of such Specially Serviced Trust Mortgage Loan;
provided that a material default exists with respect to such Specially Serviced
Trust Mortgage Loan. Upon receipt of a request from any Purchase Option Holder
to determine the FV Price in contemplation of its intention to exercise its
option to purchase a Specially Serviced Trust Mortgage Loan as to which a
material default exists at a price that is below the Purchase Price, the Special
Servicer shall promptly


                                      -228-



obtain an MAI appraisal (the cost of which shall be covered by a Servicing
Advance) of the related Mortgaged Property by an Independent Appraiser (unless
such an appraisal was obtained within one year of such date and the Special
Servicer has no knowledge of any circumstances that would materially affect the
validity of such appraisal). Promptly after obtaining such appraisal, the
Special Servicer shall determine the FV Price for the subject Specially Serviced
Trust Mortgage Loan in accordance with the Servicing Standard and the provisions
of subsection (i) below. Promptly after determining such FV Price, the Special
Servicer shall report such FV Price to the Trustee and each Purchase Option
Holder.

            (d)     If the Special Servicer determines that it is willing, or
another Purchase Option Holder notifies the Special Servicer that it is willing,
to purchase any Specially Serviced Trust Mortgage Loan as to which a material
default exists (the party submitting such bid, the "Initial Bidder") at a price
equal to or above the FV Price (a "FV Bid"), then the Special Servicer shall
notify all other Purchase Option Holders that it has made or received, as the
case may be, such FV Bid (without disclosing the amount of such FV Bid). All
other Purchase Option Holders may submit competing bids within the ten (10)
Business Day period following such notice. At the conclusion of the
above-described ten (10) Business Day period, the Special Servicer shall accept
the highest bid received from any Purchase Option Holder that is at least equal
to the FV Price for the subject Specially Serviced Trust Mortgage Loan.

            (e)     If the Special Servicer accepts the bid of any Purchase
Option Holder, such Purchase Option Holder shall be required to purchase the
subject Specially Serviced Trust Mortgage Loan within ten (10) Business Days of
receipt of notice of such acceptance.

            (f)     If the Special Servicer has not accepted a FV Bid prior to
the expiration of 120 days from its determination of the FV Price and thereafter
receives a FV Bid or a request from a Purchase Option Holder for an updated FV
Price, the Special Servicer shall within 45 days recalculate the FV Price (with
no presumption that such FV Price should be reduced on account of the lack of an
FV Bid) and repeat the notice and bidding procedure provided in subsection (d)
above until the purchase option terminates under subsection (j) below.

            (g)     If the party exercising the purchase option at the FV Price
for any Specially Serviced Trust Mortgage Loan is the Special Servicer or an
Affiliate thereof, the Trustee shall verify that the FV Price of such Trust
Mortgage Loan is at least equal to the fair value of such Trust Mortgage Loan.
In conducting such verification, the Trustee will be permitted to conclusively
rely on an appraisal obtained by the Trustee from an Independent Appraiser at
the time it is required to verify such FV Price and/or the opinion of an
Independent expert in real estate matters (including the Master Servicer) with
at least five years' experience in valuing or investing in loans, similar to the
subject Specially Serviced Trust Mortgage Loan, that has been selected by the
Trustee with reasonable care at the expense of the Trust Fund.

            (h)     Any Purchase Option Holder may, once such purchase option is
exercisable pursuant to this Section 3.18, assign its purchase option with
respect to any Specially Serviced Trust Mortgage Loan to a third party other
than the related Mortgagor or, if such assignment would violate the terms of any
related co-lender, intercreditor or similar agreement, any Affiliate of the
related Mortgagor; and, upon such assignment such third party shall have all of
the rights that had been granted to the Purchase Option Holder hereunder in
respect of the purchase option. Such assignment shall only be effective upon
written notice (together with a copy of the executed assignment and assumption


                                      -229-



agreement) being delivered to the Trustee, the Master Servicer and the Special
Servicer. Any Purchase Option Holder that acquires, pursuant to this Section
3.18, a Trust Mortgage Loan that is part of a Loan Combination must satisfy the
requirements for an acceptable transferee under the related Co-Lender Agreement.

            (i)     In determining the FV Price for any Specially Serviced Trust
Mortgage Loan under this Section 3.18, the Special Servicer may take into
account, among other factors, the results of any appraisal or updated appraisal
(the cost of which shall constitute a Servicing Advance) that it or the Master
Servicer may have obtained in accordance with this Agreement within the prior
twelve months; the opinions on fair value expressed by Independent investors in
mortgage loans comparable to the subject Specially Serviced Trust Mortgage Loan;
the period and amount of any delinquency on the subject Specially Serviced Trust
Mortgage Loan; the physical condition of the related Mortgaged Property; the
state of the local economy; and the expected recoveries from the subject
Specially Serviced Trust Mortgage Loan if the Special Servicer were to pursue a
workout or foreclosure strategy instead of selling such Mortgage Loan to a
Purchase Option Holder.

            (j)     The purchase option for any Specially Serviced Trust
Mortgage Loan pursuant to this Section 3.18 shall terminate, and shall not be
exercisable as set forth in subsections (b) and (c) above (or if exercised, but
the purchase of such Specially Serviced Mortgage Loan has not yet occurred,
shall terminate and be of no further force or effect) if and when (i) the
Special Servicer has accepted a FV Bid (although the purchase option shall
resume if the Person that submitted that FV Bid does not complete the purchase
of the subject Specially Serviced Trust Mortgage within the time period provided
for under Section 3.18(e)), (ii) such Specially Serviced Trust Mortgage Loan has
become a Corrected Mortgage Loan or is otherwise no longer in material default,
(iii) the related Mortgaged Property has become an REO Property, (iv) a Final
Recovery Determination has been made with respect to such Specially Serviced
Mortgage Loan or (v) the subject Specially Serviced Trust Mortgage Loan has been
removed from the Trust Fund.

            (k)     Notwithstanding anything herein to the contrary, if and for
so long as the ____________________ Trust Mortgage Loan constitutes a "Defaulted
Loan" under the ____________________ Servicing Agreement, or if and for so long
as any other Outside Serviced Trust Mortgage Loan constitutes a "Specially
Serviced Mortgage Loan" (or the equivalent) under the related Outside Servicing
Agreement as to which there exists a material default, then such Outside
Serviced Trust Mortgage Loan shall be deemed a "Specially Serviced Trust
Mortgage Loan" for purposes of, and be subject to the purchase options
contemplated by, Sections 3.18(b) through 3.18(j); subject, however, to the
following two paragraphs.

            Notwithstanding the foregoing, if the ________________ Trust
Mortgage Loan or the ________________ Trust Mortgage Loan becomes a "Specially
Serviced Mortgage Loan" under the terms of the applicable servicing agreement as
to which a material default exists, the FV Price described above may be
calculated based upon, among other things, appraisals and other information
obtained from the applicable Outside Servicers, but only to the extent such
information is so obtained. If the Special Servicer has received insufficient
information from the applicable Outside Servicer with respect to any such
Outside Serviced Trust Mortgage Loan in order to establish a FV Price, it will
base such determination only on a current Appraisal and on information otherwise
available or easily obtainable by it, at the expense of the Trust. [In addition,
if the Special Servicer is determining a FV Price with respect to any Outside
Serviced Trust Mortgage Loan and has not received from the applicable Outside
Servicer


                                      -230-



an appraisal with respect to such Outside Serviced Trust Mortgage Loan that is
dated within the 12 month period prior to the determination of the FV Price,
then the Special Servicer shall obtain, at the expense of the Trust, a new
Appraisal of the subject Mortgaged Property.] If the Special Servicer determines
that a FV Price cannot be established for any such Outside Serviced Trust
Mortgage Loan based on the a current Appraisal and other information available
to it, then none of the purchase option holders will be permitted to exercise
the purchase option at a FV Price. In connection with the foregoing, the Special
Servicer will be entitled to a separate fee of $_________ per loan payable from
the Pool Custodial Account for making a FV Price determination with respect to
any such Outside Serviced Trust Mortgage Loan, in addition to being entitled to
withdraw from the Pool Custodial Account any out-of-pocket expenses associated
with making such FV Price determination.

            Further notwithstanding the foregoing, in the case of the
____________________ Trust Mortgage Loan, if, pursuant to the
____________________ Servicing Agreement, it becomes a "Defaulted Loan", then
the Majority Controlling Class Certificateholder(s), the Special Servicer and
any assignees thereof will have the option to purchase the ____________________
Mortgage Loan at the price specified in Section 3.18(b). If none of the purchase
option holders so exercises its option to purchase the ____________________
Trust Mortgage Loan, then, upon receipt of a written request from any holder of
the purchase option to determine the FV Price in contemplation of its intention
to exercise its option to purchase the ____________________ Trust Mortgage Loan
at a price that is below the purchase price contemplated by Section 3.18(b), the
Special Servicer will request the applicable Outside Servicer to make a FV Price
determination with respect to the ____________________ Trust Mortgage Loan. Any
FV Price with respect to the ____________________ Trust Mortgage Loan will be
determined solely by the applicable Outside Servicer under, based on appraisals
and other information obtained in accordance with, and otherwise in accordance
with the terms and conditions of, the ____________________ Servicing Agreement,
and the Special Servicer will be required to rely on that FV Price with respect
to the ____________________ Trust Mortgage Loan. If the Special Servicer has not
accepted a bid at the FV Price established by the applicable Outside Service
prior to the expiration of 120 days from its determination of the FV Price and
thereafter receives a bid at the FV Price or a request from a holder of the
purchase option for an updated FV Price, the Special Servicer will be required
to request the applicable Outside Servicer to recalculate that fair value price,
and the Special Servicer will, upon receipt thereof, repeat the notice and
bidding procedure described above until the purchase option terminates. If the
Special Servicer does not receive notice of a FV Price for the
____________________ Trust Mortgage Loan from the applicable Outside Servicer,
then none of the purchase option holders will be permitted to exercise the
purchase option at a FV Price for that Mortgage Loan.

            (l)     Until such time as a FV Bid is accepted with respect to any
Specially Serviced Trust Mortgage Loan, the Special Servicer shall continue to
pursue all of the other resolution options available to it with respect to such
Specially Serviced Trust Mortgage Loan in accordance with the Servicing
Standard.

            (m)     Any Specially Serviced Trust Mortgage Loan that is purchased
pursuant to the purchase option provided for in this Section 3.18 will remain
subject to any cure and/or purchase rights of any holder of a related mezzanine
loan in connection with a Mortgage Loan default as set forth in the related
intercreditor agreement. Further, any Trust Mortgage Loan that is part of a Loan
Combination and is purchased pursuant to the purchase option provided for in
this Section 3.18 will remain subject to


                                      -231-



any cure and/or purchase rights of the related Serviced Non-Trust Mortgage Loan
Noteholder(s) provided for under the related Co-Lender Agreement.

            (n)     The Special Servicer shall use its best efforts to solicit
offers for each Administered REO Property in such manner as will be reasonably
likely to realize a fair price within the time period provided for by Section
3.16(a). Subject to Section 6.11 and/or Section 6.12, if and as applicable, the
Special Servicer shall accept the first (and, if multiple bids are received
contemporaneously or subsequently, the highest) cash offer received from any
Person that constitutes a fair price for such Administered REO Property. If the
Special Servicer reasonably believes that it will be unable to realize a fair
price for any Administered REO Property within the time constraints imposed by
Section 3.16(a), then (subject to Section 6.11 and/or Section 6.12, in each case
if and as applicable) the Special Servicer shall dispose of such Administered
REO Property upon such terms and conditions as the Special Servicer shall deem
necessary and desirable to maximize the recovery thereon under the circumstances
and, in connection therewith, shall accept the highest outstanding cash bid,
regardless of from whom received.

            (o)     The Special Servicer shall give the Trustee and the
Depositor prior written notice of its intention to sell any Administered REO
Property pursuant to this Section 3.18.

            (p)     No Interested Person shall be obligated to submit an offer
to purchase any Administered REO Property, and notwithstanding anything to the
contrary herein, neither the Trustee, in its individual capacity, nor any of its
Affiliates may bid for or purchase any Administered REO Property pursuant
hereto.

            (q)     Whether any cash offer constitutes a fair price for any
Administered REO Property for purposes of this Section 3.18, shall be determined
by the Special Servicer or, if such cash offer is from the Special Servicer or
an Affiliate of the Special Servicer, by the Trustee. In determining whether any
offer received from the Special Servicer or an Affiliate of the Special Servicer
represents a fair price for any Administered REO Property, the Trustee shall be
supplied with and shall be entitled to rely on the most recent appraisal in the
related Servicing File conducted in accordance with this Agreement within the
preceding 12-month period (or, in the absence of any such appraisal or if there
has been a material change at the subject Administered REO Property since any
such appraisal, on a new appraisal to be obtained by the Special Servicer (the
cost of which shall be covered by, and be reimbursable as, a Servicing
Advance)). The appraiser conducting any such new appraisal shall be an
Independent Appraiser selected by the Special Servicer if neither the Special
Servicer nor any Affiliate thereof is bidding with respect to an Administered
REO Property and selected by the Trustee if either the Special Servicer or any
Affiliate thereof is so bidding. Where any Interested Person is among those
bidding with respect to an Administered REO Property, the Special Servicer shall
require that all offers 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 offer amount. In
determining whether any offer from a Person other than itself or one of its
Affiliates constitutes a fair price for any Administered REO Property, the
Special Servicer shall take into account the results of any appraisal or updated
appraisal that it or the Master Servicer may have obtained in accordance with
this Agreement within the prior twelve months, and any Independent Appraiser
shall be instructed to take into account, as applicable, among other factors,
the occupancy level and physical condition of the subject Administered REO
Property, the state of the local economy and the obligation to dispose of the
subject Administered REO Property within the time period specified in Section
3.16(a).


                                      -232-



The Purchase Price for any Administered REO Property shall in all cases be
deemed a fair price. Notwithstanding the other provisions of this Section 3.18,
no cash offer from the Special Servicer or any Affiliate thereof shall
constitute a fair price for any Administered REO Property unless such offer is
the highest cash offer received and at least two independent offers (not
including the offer of the Special Servicer or any Affiliate thereof) have been
received. In the event the offer of the Special Servicer or any Affiliate
thereof is the only offer received or is the higher of only two offers received,
then additional offers shall be solicited. If an additional offer or offers, as
the case may be, are received and the original offer of the Special Servicer or
any Affiliate thereof is the highest of all cash offers received, then the offer
of the Special Servicer or such Affiliate shall be accepted, provided that the
Trustee has otherwise determined, as provided above in this Section 3.18(q),
that such offer constitutes a fair price for any Administered REO Property. Any
offer by the Special Servicer shall be unconditional; and, if accepted, the
subject Administered REO Property shall be transferred to the Special Servicer
without recourse, representation or warranty other than customary
representations as to title given in connection with the sale of a real
property.

            (r)     Subject to Sections 3.18(a) through 3.18(q) above, and
further subject to Section 6.11 and/or Section 6.12, in each case if and as
applicable, the Special Servicer shall act on behalf of the Trustee in
negotiating with independent third parties seeking to purchase an Administered
REO Property and taking any other action necessary or appropriate in connection
with the sale of any Specially Serviced Trust Mortgage Loan or Administered REO
Property pursuant to this Section 3.18, and the collection of all amounts
payable in connection therewith. In connection therewith, the Special Servicer
may charge prospective bidders for any Administered REO Property, and may
retain, fees that approximate the Special Servicer's actual costs in the
preparation and delivery of information pertaining to, or evaluating bids for,
such Administered REO Property without obligation to deposit such amounts into
any Custodial Account. Any sale of a Specially Serviced Trust Mortgage Loan or
an Administered REO Property pursuant to this Section 3.18 shall be final and
without recourse to the Trustee or the Trust, and if such sale is consummated in
accordance with the terms of this Agreement, neither the Special Servicer nor
the Trustee shall have any liability to any Certificateholder with respect to
the purchase price therefor accepted by the Special Servicer or the Trustee.

            (s)     Any sale of a Specially Serviced Trust Mortgage Loan or an
Administered REO Property pursuant to this Section 3.18 shall be for cash only
and shall be on a servicing released basis.

            SECTION 3.19.     Additional Obligations of the Master Servicer and
                              Special Servicer; Obligations to Notify Ground
                              Lessors and Hospitality Franchisors; the Special
                              Servicer's Right to Request the Master Servicer to
                              Make Servicing Advances; Mortgagor Enforcement
                              Actions.

            (a)     The Master Servicer shall deliver to the Trustee for deposit
in the Collection Account on each Trust Master Servicer Remittance Date, without
any right of reimbursement therefor, an amount equal to the lesser of: (i) the
aggregate amount of all Prepayment Interest Shortfalls, if any, incurred in
connection with Principal Prepayments Received by the Trust, during the most
recently ended applicable Collection Period, with respect to Performing Serviced
Trust Mortgage Loans and, if it constitutes a "Performing Serviced Mortgage
Loan" (or the equivalent) under the related Outside Servicing Agreement, any
Outside Serviced Trust Mortgage Loan; and (ii) the sum of (1) the aggregate of
all Master Servicing Fees received by the Master Servicer during such Collection
Period with respect


                                      -233-



to the entire Mortgage Pool (but only to the extent of that portion thereof
calculated at a rate of ____% per annum with respect to each and every Trust
Mortgage Loan and REO Trust Mortgage Loan) and (2) the aggregate amount of
Prepayment Interest Excesses received in respect of the entire Mortgage Pool
during such Collection Period; provided, however, that if any Prepayment
Interest Shortfall occurs with respect to any Serviced Trust Mortgage Loan as a
result of the Master Servicer's allowing the Mortgagor to deviate from the terms
of the related loan documents regarding principal prepayments, the Master
Servicer shall be obligated to pay an amount equal to the entire Prepayment
Interest Shortfall with respect to the subject Serviced Trust Mortgage Loan
without any limitation of the kind set forth in clauses (1) and (2) above.

            (b)     The Master Servicer shall, as to each Serviced Trust
Mortgage Loan which is secured by the interest of the related Mortgagor under a
Ground Lease, even if the corresponding fee interest is encumbered, promptly
(and in any event within 60 days) following the Closing Date, notify the related
ground lessor of the transfer of such Serviced Trust Mortgage Loan to the Trust
Fund pursuant to this Agreement and inform such ground lessor that any notices
of default under the related Ground Lease should thereafter be forwarded to the
Master Servicer.

            (c)     The Master Servicer shall, as to each Serviced Trust
Mortgage Loan which is secured by the interest of the related Mortgagor in a
hospitality property (as identified on Schedule VI hereto), not later than the
later of (i) 30 days following the Master Servicer's receipt of the subject
franchise agreement and (ii) the expiration of the period that may be required
for such notice pursuant to the terms of the applicable franchise documents, if
any, notify the related hospitality franchisor of the transfer of such Serviced
Trust Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such
hospitality franchisor that any notices of default under the related franchise
agreement should thereafter be forwarded to the Master Servicer.

            (d)     Notwithstanding anything to the contrary contained in this
Agreement, if the Special Servicer is required under this Agreement to make any
Servicing Advance but does not desire to do so, the Special Servicer may, in its
sole discretion, request that the Master Servicer make such Servicing Advance,
such request to be made, in writing, at least five (5) Business Days (or, in an
emergency situation or on an urgent basis, two (2) Business Days, provided that
the written request sets forth the nature of the emergency or the basis of the
urgency) in advance of the date on which such Servicing Advance is required to
be made hereunder and to be accompanied by such information and documentation
regarding the subject Servicing Advance as the Master Servicer may reasonably
request. The Master Servicer shall have the obligation to make any such
Servicing Advance that it is so requested by the Special Servicer to make,
within five (5) Business Days (or, in an emergency situation or on an urgent
basis, two (2) Business Days) of the Master Servicer's receipt of such request.
If the request is timely and properly made, the Special Servicer shall be
relieved of any obligations with respect to a Servicing Advance that it so
requests the Master Servicer to make (regardless of whether or not the Master
Servicer shall make such Servicing Advance). The Master Servicer shall be
entitled to reimbursement for any Servicing Advance made by it at the direction
of the Special Servicer, together with interest thereon in accordance with
Sections 3.05(a) or 3.05A and/or 3.11(g), as applicable, at the same time, in
the same manner and to the same extent as the Master Servicer is entitled with
respect to any other Servicing Advances made thereby.

            Notwithstanding the foregoing provisions of this Section 3.19(d),
the Master Servicer shall not be required to make at the direction of the
Special Servicer, any Servicing Advance if the


                                      -234-



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). Upon making a
determination, in accordance with the applicable requirements under Section
3.11(h), that any Servicing Advance previously made or proposed to be made with
respect to a Specially Serviced Mortgage Loan or an Administered REO Property is
a Nonrecoverable Servicing Advance, the Special Servicer shall report to the
Master Servicer, and the Master Servicer shall report to the Trustee, the
Special Servicer's determination. The Master Servicer shall be entitled to
conclusively rely on such a determination by the Special Servicer.

            (e)     The Master Servicer shall (and, if a Specially Serviced
Trust Mortgage Loan or an REO Trust Mortgage Loan is involved, the Special
Servicer shall direct the Master Servicer to): (i) provide on a timely basis to
any lender of any related mezzanine debt such notices (including with respect to
Mortgage Loan defaults), reports and other information as may be required from
the Trust, as holder of any Trust Mortgage Loan, under any related co-lender,
intercreditor or similar agreement; and (ii) otherwise take such actions as are
required under or contemplated by the related co-lender, intercreditor or
similar agreement to permit any lender of related mezzanine debt to exercise any
purchase option or cure rights that it may have with respect to any Trust
Mortgage Loan under such related co-lender, intercreditor or similar agreement.

            (f)     Upon termination of the Trust Fund, any funds or other
assets remaining in the Loss of Value Reserve Fund, to the extent not otherwise
required to be part of the Available Distribution Amount for the Final
Distribution Date in accordance with Section 3.05(e), shall be distributed to
the Holder or Holders of the Class R-III Certificates. The Trustee shall account
for the Loss of Value Reserve Fund as an outside reserve fund within the meaning
of Treasury regulations section 1.860G-2(h) and not an asset of any REMIC Pool
or the Grantor Trust (if created hereunder taking into account Section 2.05(b)).
Furthermore, for all federal tax purposes, the Trustee shall treat: (i) any
amounts paid out of the Loss of Value Reserve Fund to the Certificateholders as
distributions by the REMIC Pools for all federal tax purposes; and (ii) any
amounts transferred by a REMIC Pool to the Loss of Value Reserve Fund as amounts
distributed by such REMIC Pool to the beneficial owner of the Loss of Value
Reserve Fund. The Holder or Holders of the Class R-III Certificates will be the
sole beneficial owner(s) of the Loss of Value Reserve Fund for all income and
franchise tax purposes.

            (g)     Notwithstanding anything to the contrary in this Agreement,
the Special Servicer (and not the Master Servicer) shall, at the request of the
Controlling Class Representative, with respect to Performing Serviced Trust
Mortgage Loans, direct, manage, prosecute and/or defend any and all litigation
and/or claims relating to (i) the enforcement of the obligations of a Mortgagor
under the related loan documents (except with respect to the Outside Serviced
Trust Mortgage Loans) and (ii) any claim or action brought by a Mortgagor
against the Trust; provided that the Special Servicer shall be entitled to
reasonable compensation for directing, managing, prosecuting and/or defending
any and all such claims and/or actions described in clauses (i) and (ii) above
(and such reasonable compensation shall be paid directly by the Controlling
Class Representative out of its own funds and not by the Trust) and shall not be
deemed to have unreasonably withheld or delayed providing its consent to direct,
manage, prosecute and/or defend any and all litigation and/or claims described
in clauses (i) and (ii) above, or to have unreasonably denied such consent, if
it does not receive or is not entitled to receive such reasonable compensation;
and provided, further, that, in the event there is a litigation or claim


                                      -235-



solely relating to or affecting the Master Servicer or directed solely against
the Master Servicer (and not the Trust or any other party to this Agreement)
then the Master Servicer and not the Special Servicer shall direct, manage,
prosecute and/or defend such litigation and/or claim; and provided, further,
that in the event there is a litigation or claim relating to or affecting the
Master Servicer and, additionally, the Trust and/or any other party to this
Agreement, then the Special Servicer and not the Master Servicer will, at the
request of the Controlling Class Representative, with respect to Performing
Serviced Trust Mortgage Loans, have the right, to direct, manage, prosecute
and/or defend such litigation and/or claim; provided, that the Special Servicer
shall be entitled to reasonable compensation for directing, managing,
prosecuting and/or defending any such claim (and such reasonable compensation
shall be paid directly by the Controlling Class Representative out of its own
funds and not by the Trust) and shall not be deemed to have unreasonably
withheld or delayed providing its consent to direct, manage, prosecute and/or
defend any such claim, or to have unreasonably denied such consent, if it does
not receive or is not entitled to receive such reasonable compensation; and
provided, further, that, the Master Servicer shall (i) be entitled to
participate therein and (ii) consent to any settlement or judgment that may
impose liability on or otherwise materially and adversely affect the Master
Servicer; and provided, further, that (i) in the event that any action, suit,
litigation or proceeding names the Trustee in its individual capacity, or in the
event that any judgment is rendered against the Trustee in its individual
capacity, the Trustee, upon prior written notice to the Special Servicer, may
retain counsel and appear in any such proceeding on its own behalf in order to
protect and represent its interests, except that the Special Servicer shall
retain the right to manage and direct any such action, suit, litigation or
proceeding, (ii) in the event of any action, suit, litigation or proceeding,
other than an action, suit, litigation or proceeding relating to the enforcement
of the obligations of a Mortgagor, guarantor or other obligor under the related
Mortgage Loan documents or otherwise related to the realization of the Trust's
interest in any Mortgaged Property or REO Property with respect thereto, the
Special Servicer shall not, without the prior written consent of the Trustee,
(A) initiate any action, suit, litigation or proceeding in the name of the
Trustee, whether in such capacity or individually, (B) engage counsel to
represent the Trustee, or (C) prepare, execute or deliver any government
filings, forms, permits, registrations or other documents or take any other
similar action with the intent to cause, and that actually causes, the Trustee
to be registered to do business in any state, and (iii) in the event that any
court finds that the Trustee is a necessary party in respect of any action,
suit, litigation or proceeding relating to or arising from this Agreement or any
Mortgage Loan, the Trustee shall have the right to retain counsel and appear in
any such proceeding on its own behalf in order to protect and represent its
interest, whether as Trustee or individually, except that the Special Servicer
shall retain the right to manage and direct any such action, suit, litigation or
proceeding. In connection with a mediation and/or arbitration proceeding
conducted in accordance with Section 2.03(i) hereof or Section 5(i) of the
UBS/Depositor Mortgage Loan Purchase Agreement, as the case may be, in the event
that the Master Servicer is the party acting on behalf of the Trust in such
mediation and/or arbitration proceeding and such mediation and/or arbitration
proceeding relates to a Specially Serviced Trust Mortgage Loan, the Master
Servicer shall consult with the Special Servicer prior to consenting to or
entering into any final resolution, settlement or agreement with respect
thereto.

            (h)     Without the prior written consent of the applicable Mortgage
Loan Seller, the Master Servicing Group (as defined below) shall not disclose to
any Person employed by the Master Servicer or an affiliate thereof that is part
of a business unit that originates or refinances mortgage loans any information
that the Master Servicing Group has received or obtained or generated or is
otherwise in its possession as a result of its acting as Master Servicer
hereunder. In addition, without the prior written consent of the applicable
Mortgage Loan Seller, the Master Servicing Group shall not take any direct
action, nor will it direct a third party to take any action, to refinance or
solicit the refinancing of any


                                      -236-



Mortgage Loan. For purposes of this Section 3.19(h), the "Master Servicing
Group" shall mean the business unit of the Master Servicer (which, with respect
to ______________________, is called Commercial Real Estate Services) that is in
the business of master servicing and/or primary servicing commercial mortgage
loans that are in securitizations. Notwithstanding the foregoing, the following
shall not constitute violations of this Section 3.19(h): (i) dissemination of
information or reports as contemplated by this Agreement, (ii) promotions
undertaken by the Master Servicer or any Affiliate of the Master Servicer which
are directed to commercial mortgage loan borrowers, originators and mortgage
brokers generally, which promotions, in each case, are based upon information
that has been acquired from a source other than the Master Servicing Group,
including, without limitation, commercially acquired mailing lists or
information generally available in the public domain, (iii) actions taken in
connection with serving the refinancing needs of a Mortgagor who, without such
solicitation by the Master Servicer as described in the second preceding
sentence, contacts the Master Servicer in connection with the refinance of such
Mortgage Loan, or (iv) actions taken or communications made by the Master
Servicing Group in connection with the sale or refinance of a Specially Serviced
Mortgage Loan.

            (i)     If any Serviced Mortgage Loan provides that the applicable
grace period during which any Monthly Payment is due (without giving rise to a
default) does not commence until after notice is given to the related Mortgagor,
then the Master Servicer shall monitor the receipt of all Monthly Payments with
respect to such Mortgage Loan. If any such Monthly Payment on any such Mortgage
Loan is not received by the related Due Date, then the Master Servicer shall use
reasonable efforts to provide, in accordance with the Servicing Standard, as
soon as reasonably practicable, written notice of such failure to the related
Mortgagor sufficient to cause the commencement of the applicable grace period.

            SECTION 3.20.     Modifications, Waivers, Amendments and Consents;
                              Defeasance.

            (a)     Subject to Sections 3.20(b) through 3.20(f) and 3.20(m)
below, and further subject to Section 6.11 and/or Section 6.12, in each case if
and as applicable, and any related intercreditor, co-lender or similar agreement
(including, in the case of a Mortgage Loan that is part of a Serviced Loan
Combination, the related Co-Lender Agreement), the Special Servicer (or, under
the limited circumstances set forth in Section 3.20(c), the Master Servicer)
may, on behalf of the Trustee and, in the case of a Serviced Non-Trust Mortgage
Loan, the related Serviced Non-Trust Mortgage Loan Noteholder, agree to any
modification, extension, waiver or amendment of any term of any Serviced
Mortgage Loan and respond to various Mortgagor requests for consent on the part
of the mortgagee (including the lease reviews and lease consents related
thereto), without the consent of the Trustee, any Certificateholder, any
Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer (in the case of
any such action taken by the Special Servicer) or, except as expressly set forth
below, the Special Servicer (in the case of any such action taken by the Master
Servicer). Neither the Master Servicer nor the Special Servicer (in its capacity
as such) may agree with the related Mortgagor to any modification, extension,
waiver or amendment of a Mortgage Loan in an Outside Serviced Loan Combination.

            (b)     All modifications, extensions, waivers or amendments of any
Serviced Mortgage Loan, including the lease reviews and lease consents related
thereto, shall be in writing and shall be considered and effected in a manner
consistent with the Servicing Standard. All modifications, extensions, waivers
or amendments of a Co-Lender Agreement shall be in writing and shall be
considered and effected in a manner consistent with the Servicing Standard.


                                      -237-



            (c)     In the case of any Performing Serviced Mortgage Loan, and
subject to the rights of the Special Servicer set forth below, the Master
Servicer shall (without the consent of the Trustee, any Certificateholder, any
Serviced Non-Trust Mortgage Loan Noteholder or, except as expressly set forth
below, the Special Servicer), be responsible for the following:

                    (i)     consenting to subordination of the lien of the
      subject Performing Serviced Mortgage Loan to an easement or right-of-way
      for utilities, access, parking, public improvements or another purpose,
      provided that the Master Servicer has determined in accordance with the
      Servicing Standard that such easement or right-of-way shall not materially
      interfere with the then-current use of the related Mortgaged Property, the
      security intended to be provided by the related Mortgage or the related
      Mortgagor's ability to repay the subject Performing Serviced Mortgage
      Loan, or materially or adversely affect the value of the related Mortgaged
      Property;

                    (ii)    granting waivers of minor covenant defaults (other
      than financial covenants) including late financial statements;

                    (iii)   granting releases of non-material parcels of the
      related Mortgaged Property (provided that, if the related loan documents
      expressly require the mortgagee thereunder to grant its consent to a
      particular release upon the satisfaction of certain conditions, then such
      release shall be granted as required by the related loan documents);

                    (iv)    approving routine leasing activity with respect to
      (A) leases (other than Ground Leases) for less than 5,000 square feet,
      provided that no subordination, non-disturbance and attornment agreement
      exists with respect to the subject lease, or (B) leases (other than Ground
      Leases) of more than 5,000 square feet and less than 10,000 square feet,
      provided that (1) no subordination, non-disturbance and attornment
      agreement exists with respect to the subject lease and (2) the subject
      lease does not constitute more than 20% of the related Mortgaged Property;

                    (v)     approving or consenting to grants of easements and
      rights-of-way that do not materially affect the use or value of the
      related Mortgaged Property or the related Mortgagor's ability to make any
      payments with respect to the subject Performing Serviced Mortgage Loan;
      and

                    (vi)    granting other non-material waivers, consents,
      modifications or amendments;

provided that, (1) any such modification, waiver or amendment would not in any
way affect a payment term (including (except as provided in Section 3.20(o)
below) a waiver of the payment of assumption fees) of the subject Performing
Serviced Mortgage Loan (other than in the case of a waiver of the payment of
Default Charges), (2) agreeing to such modification, waiver or amendment would
be consistent with the Servicing Standard, (3) agreeing to such modification,
waiver or amendment will not violate the terms, provisions or limitations of
this Agreement, (4) the Master Servicer shall not grant or enter into any
subordination, non-disturbance and attornment agreements (or waivers, consents,
approvals, amendments or modifications in connection therewith) without the
prior written consent of the Special Servicer and (5) any such modification,
waiver or amendment does not materially violate the terms, conditions and
limitations of Section 3.08, if applicable. With respect to any action proposed
to


                                      -238-



be taken by the Master Servicer under this Section 3.20(c) where any thresholds
in clauses (i) through (vi) of the preceding sentence are exceeded, or which
cannot be taken by the Master Servicer by reason of the proviso to the previous
sentence, the Special Servicer only may take such action (if and to the extent
otherwise permitted under this Agreement).

            Except as permitted by Section 3.02(a), Section 3.03(d), Section
3.07, Section 3.08(a), this Section 3.20(c), Section 3.20(m) and Section
3.20(o), the Master Servicer may not agree to waive, modify or amend any term of
any Serviced Mortgage Loan (including allowing the Mortgagor to deviate from the
terms of the related loan documents regarding principal prepayments) or respond
to any Mortgagor requests for mortgagee consent and shall forward such requests
to the Special Servicer. Furthermore, the Master Servicer may not agree to any
modification, extension, waiver or amendment of any term of any Serviced
Mortgage Loan that would cause an Adverse REMIC Event with respect to any REMIC
Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust (if
created hereunder taking into account Section 2.05(b)).

            (d)     Except as provided in Section 3.02(a), Section 3.07, Section
3.08, Section 3.20(e), Section 3.20(m) and Section 3.20(o), the Special
Servicer, on behalf of the Trustee or, in the case of a Serviced Non-Trust
Mortgage Loan, the related Serviced Non-Trust Mortgage Loan Noteholder, shall
not agree or consent to any modification, extension, waiver or amendment of any
term of any Serviced Mortgage Loan that would:

                    (i)     affect the amount or timing of any scheduled payment
      of principal, interest or other amount (including Prepayment Premiums or
      Yield Maintenance Charges, but excluding Default Interest and, subject to
      Section 3.20(o), other amounts payable as additional servicing
      compensation) payable thereunder;

                    (ii)    affect the obligation of the related Mortgagor to
      pay a Prepayment Premium or Yield Maintenance Charge, or effectuate the
      waiver of any prepayment restriction thereunder or permit a Principal
      Prepayment during any period in which the related loan documents prohibit
      Principal Prepayments;

                    (iii)   except as expressly contemplated by the related
      Mortgage or pursuant to Section 3.09(d), result in a release of the lien
      of the Mortgage on any material portion of the related Mortgaged Property
      without a corresponding Principal Prepayment in an amount not less than
      the fair market value (as determined by an appraisal by an Independent
      Appraiser delivered to the Special Servicer at the expense of the related
      Mortgagor and upon which the Special Servicer may conclusively rely) of
      the property to be released; or

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


                                      -239-



            (e)     Notwithstanding Section 3.20(d), but subject to Section
3.20(o), Section 6.11 and/or Section 6.12, in each case if and as applicable,
and the second and third paragraphs of this Section 3.20(e), the Special
Servicer may--

                    (i)     reduce the amounts owing under any Specially
      Serviced Mortgage Loan by forgiving principal, accrued interest (including
      Additional Interest) or any Prepayment Premium or Yield Maintenance
      Charge,

                    (ii)    reduce the amount of the Monthly Payment on any
      Specially Serviced Mortgage Loan, including by way of a reduction in the
      related Mortgage Rate,

                    (iii)   forbear in the enforcement of any right granted
      under any Mortgage Note, Mortgage or other loan document relating to a
      Specially Serviced Mortgage Loan,

                    (iv)    accept a Principal Prepayment on any Specially
      Serviced Mortgage Loan during any Lockout Period, or

                    (v)     extend the maturity of any Specially Serviced
      Mortgage Loan;

provided that (A) the related Mortgagor is in monetary default or material
non-monetary default with respect to such Specially Serviced Mortgage Loan or,
in the reasonable, good faith judgment of the Special Servicer, such default is
reasonably foreseeable, (B) in the reasonable, good faith judgment of the
Special Servicer, such modification, extension, waiver or amendment would
increase the recovery on such Specially Serviced Mortgage Loan to
Certificateholders (as a collective whole) or, if a Serviced Loan Combination is
involved, would increase the recovery on such Loan Combination to
Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s) (as a collective whole), on a present value basis (the relevant
discounting of anticipated collections that will be distributable to the
Certificateholders (or, in the case of a Serviced Loan Combination, to
Certificateholders and the related Non-Trust Mortgage Loan Noteholder(s)), to be
performed at the related Mortgage Rate(s)), and (C) such modification,
extension, waiver or amendment would not cause an Adverse REMIC Event in respect
of any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor
Trust (if created hereunder taking into account Section 2.05(b)); and provided,
further, that any modification, extension, waiver or amendment of the payment
terms of a Serviced Loan Combination shall be structured so as to be consistent
with the allocation and payment priorities set forth in the related loan
documents and the related Co-Lender Agreement, such that neither the Trust, as
holder of the Trust Mortgage Loan that constitutes part of that Serviced Loan
Combination, on the one hand, nor any of the related Serviced Non-Trust Mortgage
Loan Noteholders, on the other hand, shall gain a priority over any other such
holder with respect to any payment, which priority is not, as of the date of the
related Co-Lender Agreement, reflected in such loan documents and such Co-Lender
Agreement; and provided, further, that, with respect to any Serviced Loan
Combination, to the extent consistent with the Servicing Standard (taking into
account the extent to which any Serviced Note B Non-Trust Mortgage Loan that is
part of such Serviced Loan Combination is junior to the Trust Mortgage Loan that
is part of the same Serviced Loan Combination and, if applicable, the
______________ Loan Component A-1b is junior to the ______________ Loan
Component A-1a and the ______________ Non-Trust Mortgage Loan), (1) no waiver,
reduction or deferral of any particular amounts due on the Trust Mortgage Loan
that is part of such Serviced Loan Combination (or, in the case of the
______________ Loan Combination, the ______________ Loan Component A-1a) shall
be effected prior to the waiver, reduction or deferral of the entire
corresponding item in respect of each


                                      -240-



Serviced Note B Non-Trust Mortgage Loan, if any, that is part of such Serviced
Loan Combination or, in the case of the ______________ Loan Combination, the
______________ Loan Component A-1b, and (2) no reduction of the Mortgage Rate on
the Trust Mortgage Loan that is part of such Serviced Loan Combination (or, in
the case of the ______________ Loan Combination, the ______________ Loan
Component A-1a) shall be effected prior to the reduction of the Mortgage Rate on
each Non-Trust Mortgage Loan that is part of such Serviced Note B Loan
Combination or, in the case of the ______________ Loan Combination, the
______________ Loan Component A-1b, to the fullest extent possible.

            Notwithstanding the foregoing, in no event shall the Special
Servicer: (i) extend the maturity date of a Serviced Mortgage Loan beyond the
date that is five years prior to the last Rated Final Distribution Date; (ii)
extend the maturity date of any Serviced Mortgage Loan for more than five years
beyond its Stated Maturity Date; or (iii) if the subject Serviced Mortgage Loan
is secured solely or primarily by a Mortgage on the leasehold interest under a
Ground Lease (but not the related fee interest), extend the maturity date of
such Serviced Mortgage Loan beyond the date which is 20 years (or, to the extent
consistent with the Servicing Standard, giving due consideration to the
remaining term of the Ground Lease, 10 years) prior to the expiration of the
term of such Ground Lease.

            The determination of the Special Servicer contemplated by clause (B)
of the proviso to the first paragraph of this Section 3.20(e) shall be evidenced
by an Officer's Certificate to such effect delivered to the Trustee and the
Master Servicer (and, in the case of a Serviced Loan Combination, the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) and describing in reasonable
detail the basis for the Special Servicer's determination. The Special Servicer
shall attach to such Officer's Certificate any information including but not
limited to income and expense statements, rent rolls, property inspection
reports and appraisals that support such determination.

            (f)     Notwithstanding anything to the contrary in this Agreement,
none of the Trustee, the Master Servicer or the Special Servicer, as applicable,
shall give any consent, approval or direction regarding the termination of the
related property manager or the designation of any replacement property manager
or, if such Mortgaged Property is hospitality property, give any consent,
approval or direction regarding the termination of the franchise or the
designation of a new franchise, with respect to any Mortgaged Property that
secures a Serviced Trust Mortgage Loan that has an unpaid principal balance that
is at least equal to the lesser of $20,000,000 and 2% of the then aggregate
principal balance of the Mortgage Pool, unless: (1) the mortgagee is not given
discretion under the terms of the related Mortgage Loan to withhold its consent;
or (2) it has received prior written confirmation from each Rating Agency (and,
if applicable in connection with a Serviced Loan Combination that includes a
Specially Designated Securitized Non-Trust Mortgage Loan, Moody's) that such
action will not result in an Adverse Rating Event with respect to any Class of
Certificates or class of Specially Designated Non-Trust Mortgage Loan Securities
rated by such rating agency.

            Any party hereto seeking rating agency confirmation with respect to
the matters described above shall deliver a Review Package to such rating
agency.

            (g)     Any payment of interest that is deferred pursuant to any
modification, extension, waiver or amendment permitted hereunder, shall not, for
purposes hereof, including calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Serviced Mortgage Loan, notwithstanding that the terms of
such modification, extension,


                                      -241-



waiver or amendment so permit. The foregoing shall in no way limit the Special
Servicer's ability to charge and collect from the Mortgagor costs otherwise
collectible under the terms of the related Mortgage Note.

            (h)     The Special Servicer or Master Servicer may, as a condition
to granting any request by a Mortgagor for consent, modification, extension,
waiver or indulgence or any other matter or thing, the granting of which is
within its discretion pursuant to the terms of the instruments evidencing or
securing the related Serviced Mortgage Loan and, further, by the terms of this
Agreement and applicable law, require that such Mortgagor pay to it (i) as
additional servicing compensation, a reasonable or customary fee for the
additional services performed in connection with such request, and (ii) any
related costs and expenses incurred by it. Any such fee that is to be shared by
the Master Servicer and the Special Servicer may not be waived or reduced by
either such party without the consent of the other party. In no event shall the
Special Servicer or Master Servicer be entitled to payment for such fees or
expenses unless such payment is collected from the related Mortgagor.

            (i)     The Special Servicer and Master Servicer shall each notify
the other, any related Sub-Servicers, the Trustee and, if a Serviced Non-Trust
Mortgage Loan is affected, the related Serviced Non-Trust Mortgage Loan
Noteholder, in writing, of any modification, extension, waiver or amendment of
any term of any Serviced Mortgage Loan (including fees charged the Mortgagor)
agreed to by it and the date thereof, and shall deliver to the Trustee or any
related Custodian for deposit in the related Mortgage File (with a copy to be
delivered to or retained by, as applicable, the Master Servicer) and, if a
Serviced Non-Trust Mortgage Loan is affected, the related Serviced Non-Trust
Mortgage Loan Noteholder)), an executed counterpart of the agreement relating to
such modification, extension, waiver or amendment promptly following execution
and delivery thereof, to be followed by an original recorded counterpart
promptly following the recordation (and receipt) thereof.

            (j)     To the extent that either the Master Servicer or Special
Servicer waives any Default Charge in respect of any Serviced Mortgage Loan,
whether pursuant to Section 3.02(a) or this Section 3.20, the respective amounts
of additional servicing compensation payable to the Master Servicer and the
Special Servicer as Net Default Charges out of such Default Charges shall be
reduced proportionately based upon the respective amounts that would have been
payable thereto as Net Default Charges out of such Default Charges if such
waiver had not been granted.

            (k)     If, with respect to any Serviced Mortgage Loan (1) under
which the lender can require defeasance in lieu of prepayment, or (2) that
permits defeasance, the Master Servicer shall receive a notice from the related
Mortgagor that it intends to prepay or defease, as applicable, such Serviced
Mortgage Loan in accordance with the terms thereof, then the Master Servicer
shall, subject to the next paragraph and the related loan documents, (i) only in
the case of a Serviced Mortgage Loan under clause (1) above, promptly respond to
such notice in a manner which would require that the Mortgagor pledge Defeasance
Collateral in lieu of such prepayment pursuant to the terms of the related
Mortgage Note, and (ii) notify each Rating Agency, the Trustee, the Underwriters
and the Special Servicer of the intent to defease such Mortgage Loan, and (iii)
upon the written confirmation from each Rating Agency (and, if applicable, if a
Serviced Loan Combination that includes a Specially Designated Securitized
Non-Trust Mortgage Loan is involved, and any related Specially Designated
Non-Trust Mortgage Loan Securities are rated by Moody's, from Moody's) that the
acceptance of a pledge of the Defeasance Collateral (or, in the case of a
Serviced Mortgage Loan under clause (1) above, that the acceptance of a pledge
of the Defeasance Collateral in lieu of a full prepayment) will not result in an


                                      -242-



Adverse Rating Event with respect to any Class of Certificates or class of
Specially Designated Non-Trust Mortgage Loan Securities rated by such rating
agency, take such further action as provided in such Mortgage Note to effectuate
such defeasance, including the purchase and perfection of the Defeasance
Collateral on behalf of the Trustee (as mortgagee of record on behalf of the
Certificateholders and, in the case of a Serviced Loan Combination, the affected
Serviced Non-Trust Mortgage Loan Noteholder(s)); provided that the written
confirmation contemplated by clause (iii) above shall not be required (A) from
S&P in the case of a Serviced Trust Mortgage Loan (1) with an unpaid principal
balance less than or equal to $20,000,000, (2) that constitutes less than 5% of
the aggregate unpaid principal balance of the Mortgage Pool and (3) that does
not then constitute one of the ten largest (measured by unpaid principal
balance) Trust Mortgage Loans in the Mortgage Pool, provided that, in lieu of
obtaining such written confirmation from S&P, the Master Servicer delivers to
S&P a certification in the form attached hereto as Exhibit M (a "Defeasance
Certificate"), or (B) from Fitch in the case of any Serviced Trust Mortgage Loan
that does not then constitute one of the ten largest (measured by unpaid
principal balance) Trust Mortgage Loans in the Mortgage Pool or that does not
then constitute one of the ten largest groups (measured by aggregate unpaid
principal balance) of Trust Mortgage Loans with related Mortgagors, provided
that, in lieu of obtaining such written confirmation from Fitch, the Master
Servicer may deliver to Fitch a Defeasance Certificate; and provided, further,
that, the written confirmation contemplated by clause (iii) above shall not be
required from S&P and/or Fitch (provided the Master Servicer delivers a
Defeasance Certificate to the applicable Rating Agency), as applicable, in the
event the subject Serviced Trust Mortgage Loan complies with the then current
applicable guidelines set forth by such Rating Agency, or the unpaid principal
balance of the subject Serviced Trust Mortgage Loan, the percentage the subject
Serviced Trust Mortgage Loan constitutes of the Mortgage Pool or the relative
size of the subject Serviced Trust Mortgage Loan with respect to the Mortgage
Pool, as applicable, does not exceed the then current applicable threshold for
review as set forth by such Rating Agency.

            Notwithstanding the foregoing, but subject to the related loan
documents, the Master Servicer shall not permit a pledge of Defeasance
Collateral under any Serviced Mortgage Loan that is also a Defeasance Mortgage
Loan if (i) such defeasance would occur within two years of the Startup Day,
(ii) the Defeasance Collateral shall not be Government Securities, (iii) an
opinion of counsel confirming that the Trustee has a first priority interest in
the Defeasance Collateral is not delivered, (iv) in the case of a partial
defeasance, the defeased note is not held by a special purpose entity with no
material assets other than defeasance collateral, (v) a certification from a
firm of independent public accountants confirming the adequacy of the Defeasance
Collateral is not delivered, (vi) 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 (vii) unless such confirmation is not required
pursuant to the first paragraph of this Section 3.20(k), either Rating Agency
does not confirm in writing to the Master Servicer that the acceptance of a
pledge of the Defeasance Collateral (in lieu of a full prepayment, if
applicable) will not result in an Adverse Rating Event with respect to any Class
of Certificates rated by such Rating Agency.

            All expenses related to the defeasance of a Serviced Mortgage Loan
shall be charged to the related Mortgagor or other responsible party.

            With respect to any Defeasance Serviced Trust Mortgage Loan that is
a Lehman Trust Mortgage Loan, to the extent the related Mortgage Loan documents
expressly grant the lender or its designee the right to appoint a successor
borrower (or words of similar import) thereunder in connection with a
defeasance, the Trustee hereby designates LBHI as its designee with respect to
the exercise of,


                                      -243-



and hereby grants to LBHI the right, in its capacity as designee of the Trustee
as holder of the subject Serviced Trust Mortgage Loan, to exercise, the right
and/or obligation of the lender under the related Mortgage Loan documents to
appoint a "successor borrower" (as defined under the related Mortgage Loan
documents) or words of similar import, to hold and pledge the related Defeasance
Collateral in the event a related Mortgagor exercises its right pursuant to the
related Mortgage Loan documents to defease the subject Serviced Trust Mortgage
Loan and obtain the release of all or a portion of the related Mortgaged
Property from the lien of the related Mortgage (provided that such rights and/or
obligations as successor borrower shall be exercised in accordance with
customary terms and costs). In connection with the foregoing, if the Master
Servicer or the Trustee, as holder of the subject Defeasance Serviced Trust
Mortgage Loan, receives written notice from the related Mortgagor that it
intends to defease the subject Lehman Trust Mortgage Loan in accordance with the
related Mortgage Loan documents, then the Trustee or the Master Servicer, as the
case may be, shall send a copy of such written notice to LBHI or (if LBHI has
notified the Master Servicer or the Trustee, as the case may be, in writing that
it has appointed a designee and has provided such party with such designee's
contact information for any notice required in connection therewith) LBHI's
designee, promptly after receipt of such written notice. If, however, the Master
Servicer, in accordance with the Servicing Standard, determines that neither
LBHI nor its designee is performing the duties related to the appointment of a
successor borrower in a timely manner and/or in accordance with the provisions
of the related Mortgage Loan documents (after LBHI and such designee having been
provided with written notice in accordance with this paragraph and a reasonable
period of time (which shall not be less than five (5) Business Days) to perform
such duties), then the Master Servicer (or a designee of the Master Servicer)
shall itself perform those obligations under the related Mortgage Loan documents
in accordance with the Servicing Standard, applicable law and the related
Mortgage Loan documents, and thereupon the appointment of LBHI or its designee
in connection therewith shall be null and void. In the event, with respect to a
Defeasance Serviced Trust Mortgage Loan that is a Lehman Trust Mortgage Loan,
LBHI, the Master Servicer or a designee of LBHI or the Master Servicer actually
appoints a successor borrower in accordance with the related Mortgage Loan
documents and the foregoing provisions of this paragraph and the relevant
portion or all, as applicable, of the subject Mortgaged Property is released
from the lien of the related Mortgage, then, to the extent provided under the
related Mortgage Loan documents, such successor borrower shall succeed to all of
the rights and obligations of the original Mortgagor under such Lehman Trust
Mortgage Loan. In the event LBHI, by written notice to the Trustee and the
Master Servicer, designates a third party to exercise its rights under this
paragraph and provides contact information therefor, the Trustee and the Master
Servicer shall be entitled to rely on such notice and, in such event, all
notices required to be delivered to LBHI pursuant to this paragraph shall be
delivered to LBHI's designee

            (l)     If the Master Servicer receives notice from the Mortgagor
under any Early Defeasance Trust Mortgage Loan that such Mortgagor intends to
defease such Early Defeasance Trust Mortgage Loan, in whole or in part, on or
before the second anniversary of the Closing Date, then promptly after receipt
of such notice the Master Servicer shall calculate or cause to be calculated the
cash amount required to be tendered by such Mortgagor to purchase the Defeasance
Collateral or other permitted collateral required to defease such Early
Defeasance Trust Mortgage Loan. If (i) the defeasance is to be in full and the
cash amount required to be tendered by the Mortgagor to purchase the Defeasance
Collateral or other permitted collateral required to defease the subject Early
Defeasance Trust Mortgage Loan (in accordance with the related loan documents)
is less than an amount equal to the Purchase Price (calculated as if the subject
Serviced Trust Mortgage Loan was to be repurchased in connection with a Material
Breach or Material Document Defect as of the date such defeasance is


                                      -244-



scheduled to occur), or (ii) the defeasance is to be in part, or (iii) the
defeasance is to be in full and the related Mortgagor is to tender Defeasance
Collateral or such other collateral as is permitted in connection with a
defeasance under the related loan documents that does not constitute a cash
amount equal to or greater than the Purchase Price set forth in clause (i)
above, then the Master Servicer shall promptly notify the Depositor (if such
Early Defeasance Trust Mortgage Loan is a Lehman Trust Mortgage Loan) or the UBS
Mortgage Loan Seller (if such Early Defeasance Trust Mortgage Loan is a UBS
Trust Mortgage Loan), and upon delivery by the related Mortgagor of the
Defeasance Collateral, or cash sufficient to purchase the Defeasance Collateral,
contemplated by the related loan documents, the Depositor (if such Early
Defeasance Trust Mortgage Loan is a Lehman Trust Mortgage Loan) or the UBS
Mortgage Loan Seller (if such Early Defeasance Trust Mortgage Loan is a UBS
Trust Mortgage Loan) shall be required, pursuant to or as contemplated by
Section 2.03(j) (if applicable), to repurchase such Early Defeasance Trust
Mortgage Loan on or before the proposed date on which such Early Defeasance
Trust Mortgage Loan will be defeased. The Master Servicer shall use reasonable
efforts to require the Depositor or the UBS Mortgage Loan Seller, as applicable,
to make any such required repurchase described above. If the defeasance is to be
in full and the cash amount required to be tendered by the Mortgagor to purchase
the Defeasance Collateral or other permitted collateral required to purchase the
Defeasance Collateral or other permitted collateral required to defease the
subject Early Defeasance Trust Mortgage Loan is equal to or exceeds an amount
equal to the Purchase Price set forth in clause (i) of the preceding sentence
(as calculated as of the date such purchase is to be made), then the Master
Servicer shall, notwithstanding the related loan documents, (i) treat the cash
amount tendered by such Mortgagor to defease the subject Early Defeasance Trust
Mortgage Loan as a prepayment in full of such Early Defeasance Trust Mortgage
Loan by the related Mortgagor on the related Due Date coinciding with or next
succeeding the defeasance date (and any Excess Defeasance Deposit Proceeds shall
be allocated by the Trustee among and paid to the Certificateholders in
accordance with Section 4.01, with any Excess Defeasance Deposit Proceeds to
constitute, and be treated in the same manner as a payment of any other type of,
Prepayment Consideration), (ii) deposit in the Pool Custodial Account the cash
amount tendered by such Mortgagor to purchase the Defeasance Collateral or other
permitted collateral required to defease the subject Early Defeasance Trust
Mortgage Loan, (iii) mark the Mortgage Note "cancelled" and return it to such
Mortgagor, and (iv) take such other and further action, including the release of
the Mortgage with respect to the related Mortgaged Property, consistent with the
prepayment in full of such Mortgage Loan. The Master Servicer shall promptly
notify the Depositor and/or the UBS Mortgage Loan Seller, as applicable, of the
foregoing.

            (m)     With respect to any ARD Mortgage Loan after its Anticipated
Repayment Date, the Master Servicer shall be permitted, subject to obtaining the
Special Servicer's consent, to waive (such waiver to be in writing addressed to
the related Mortgagor, with a copy to the Trustee) all or any portion of the
accrued Additional Interest on such ARD Mortgage Loan if (i) such ARD Mortgage
Loan is a Performing Serviced Mortgage Loan, (ii) prior to the related maturity
date, the related Mortgagor has requested the right to prepay such ARD Mortgage
Loan in full together with all payments required under such ARD Mortgage Loan in
connection with such prepayment (except for all or a portion of such accrued
Additional Interest), and (iii) the Master Servicer has determined, in its
reasonable, good faith judgment, that the waiver of the Trust's right to receive
such accrued Additional Interest is reasonably likely to produce a greater
payment to Certificateholders (as a collective whole) on a present value basis
(the relevant discounting of anticipated collections that will be distributable
to Certificateholders to be performed at the related Mortgage Rate) than a
refusal to waive the right to such Additional Interest. Neither the Master
Servicer nor the Special Servicer shall have any liability to the Trust, the


                                      -245-



Certificateholders or any other Person so long as such determination is
exercised in accordance with the Servicing Standard.

            (n)     Notwithstanding anything to the contrary in this Agreement,
none of the Special Servicer, the Master Servicer or the Trustee shall: (i)
enter into to any amendment or modification of any Co-Lender Agreement, the
effect of which would materially and adversely affect the interests or
materially increase or change the obligations of any other such Person under
such Co-Lender Agreement, without first consulting with and obtaining the
consent of such other Person; or (ii) enter into any amendment or modification
of any Co-Lender Agreement unless such amendment or modification was consistent
with the Servicing Standard and satisfied the requirements for such amendments
and modifications set forth in the Co-Lender Agreement.

            (o)     Notwithstanding anything to the contrary in this Agreement,
neither the Master Servicer nor the Special Servicer shall waive, modify or
reduce any amount constituting an assumption fee (or portion thereof) payable by
a Mortgagor if and to the extent such assumption fee (or applicable portion
thereof) would be payable to the other such party as additional servicing
compensation, as the case may be, without the consent of such other party. To
the extent that the Master Servicer and the Special Servicer, in accordance with
the preceding sentence, waive (or consent to a waiver of, as applicable) any
amount constituting an assumption fee (or applicable portion thereof) in respect
of any Mortgage Loan, the respective amounts of additional servicing
compensation payable to the Master Servicer and the Special Servicer from such
assumption fee (or applicable portion thereof) shall be reduced proportionately
based upon the respective amounts that would have been payable thereto as
additional servicing compensation from such assumption fee (or applicable
portion thereof) if such waiver had not been granted.

            SECTION 3.21.     Transfer of Servicing Between Master Servicer and
                              Special Servicer; Record Keeping.

            (a)     Upon determining that a Servicing Transfer Event has
occurred with respect to any Serviced Mortgage Loan that had otherwise been a
Performing Serviced Mortgage Loan, and if the Master Servicer is not also the
Special Servicer, the Master Servicer shall immediately give notice thereof (or,
if applicable, the Special Servicer shall immediately give notice thereof to the
Master Servicer), and the Master Servicer shall deliver a copy of the related
Servicing File, to the Special Servicer and shall use reasonable efforts to
provide the Special Servicer with all information, documents (or copies thereof)
and records (including records stored electronically on computer tapes, magnetic
discs and the like) relating to such Mortgage Loan, either in the Master
Servicer's or any of its directors', officers', employees', affiliates' or
agents' possession or control or otherwise available to the Master Servicer
without undue burden or expense, and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect thereto
without acting through a Sub-Servicer. The Master Servicer shall use reasonable
efforts to comply with the preceding sentence within five (5) Business Days of
the occurrence of each related Servicing Transfer Event (or of notice of the
occurrence of such Servicing Transfer Event, if applicable); provided, however,
that if the information, documents and records requested by the Special Servicer
are not contained in the Servicing File, the Master Servicer shall have such
period of time as reasonably necessary to make such delivery. The Special
Servicer may conclusively rely on the Master Servicer's determination (and the
Master Servicer may conclusively rely on the Special Servicer's determination,
as applicable) that a Servicing Transfer Event has occurred giving rise to a
Serviced Mortgage Loan's becoming a Specially Serviced Mortgage Loan.


                                      -246-



The Special Servicer shall not be liable or in default hereunder for any
reasonable act or failure to act because of or arising out of the Master
Servicer's failure to deliver information, documents or records with respect to
any Specially Serviced Mortgage Loan in accordance with the requirements hereof.

            Upon determining that a Specially Serviced Mortgage Loan has become
a Corrected Mortgage Loan, and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall immediately give notice thereof, and shall
within five (5) Business Days of such occurrence return the related Servicing
File, together with any and all new information, documents and records relating
to the subject Mortgage Loan that were not part of the Servicing File when it
was delivered to the Special Servicer, to the Master Servicer (or such other
Person as may be directed by the Master Servicer) and upon giving such notice,
and returning such Servicing File, to the Master Servicer (or such other Person
as may be directed by the Master Servicer), the Special Servicer's obligation to
service such Mortgage Loan, and the Special Servicer's right to receive the
Special Servicing Fee with respect to such Mortgage Loan shall terminate, and
the obligations of the Master Servicer to service and administer such Mortgage
Loan shall resume.

            Notwithstanding anything herein to the contrary, in connection with
the transfer to the Special Servicer of the servicing of a Cross-Collateralized
Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of
servicing responsibilities by the Master Servicer with respect to any such
Serviced Mortgage Loan upon its becoming a Corrected Mortgage Loan, the Master
Servicer and the Special Servicer shall each transfer to the other, as and when
applicable, the servicing of all other Cross-Collateralized Mortgage Loans
constituting part of the same Cross-Collateralized Group; provided that no
Cross-Collateralized Mortgage Loan may become a Corrected Mortgage Loan at
anytime that a continuing Servicing Transfer Event exists with respect to
another Cross-Collateralized Mortgage Loan in the same Cross-Collateralized
Group.

            (b)     In servicing any Specially Serviced Mortgage Loans, the
Special Servicer shall provide to the Custodian originals of newly executed
documents included within the definition of "Mortgage File" for inclusion in the
related Mortgage File (with a copy of each such original to the Master
Servicer), and shall provide to the Master Servicer copies of any additional
related Mortgage Loan information, including correspondence with the related
Mortgagor.

            (c)     Upon request (and to the extent not otherwise already
provided by the Special Servicer pursuant to its reporting obligations
hereunder), the Special Servicer shall deliver to the Master Servicer, the
Trustee and each Rating Agency (or such other Person as may be directed by the
Master Servicer) a statement in writing and in computer readable format (the
form of such statement to be agreed upon by the Master Servicer and the Special
Servicer) describing, on a loan-by-loan and property-by-property basis, (1)
insofar as it relates to Specially Serviced Mortgage Loans and REO Properties,
the information described in clauses (vii) through (xvii) 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
(xxvi), (xxxii) and (xxxiii) of Section 4.02(a), (2) the amount of all payments,
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received, and
the amount of any Realized Loss incurred, with respect to each Specially
Serviced Mortgage Loan during the related Collection Period, and the amount of
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received, and
the amount of any Realized Loss incurred, with respect to each Administered REO
Property during the related Collection Period,


                                      -247-



(3) the amount, purpose and date of all Servicing Advances made by the Special
Servicer with respect to each Specially Serviced Mortgage Loan and Administered
REO Property during the related Collection Period, (4) in writing, a brief
narrative summary of the status of each Specially Serviced Mortgage Loan and (5)
such additional information relating to the Specially Serviced Mortgage Loans
and Administered REO Properties as the Master Servicer reasonably requests to
enable it to perform its responsibilities under this Agreement. Notwithstanding
the foregoing provisions of this subsection (c), the Master Servicer shall
maintain ongoing payment records with respect to each of the Specially Serviced
Mortgage Loans and Administered REO Properties and shall provide the Special
Servicer with any information reasonably available to the Master Servicer
required by the Special Servicer to perform its duties under this Agreement.

            SECTION 3.22.     Sub-Servicing Agreements.

            (a)     Subject to Section 3.22(b) and Section 3.22(f), the Master
Servicer and the Special Servicer may enter into Sub-Servicing Agreements to
provide for the performance by third parties of any or all of their respective
obligations hereunder, provided that in each case, the Sub-Servicing Agreement:
(i) is consistent with this Agreement in all material respects, requires the
Sub-Servicer to comply with all of the applicable conditions of this Agreement
and, with the exception of Sections 7.01(a)(x) through (xiii), provides for
events of default with respect to the Sub-Servicer substantially the same as
those set forth in Section 7.01 (modified as necessary to apply to the
Sub-Servicer's obligations under the Sub-Servicing Agreement); (ii) provides
that if the Master Servicer or the Special Servicer, as the case may be, shall
for any reason no longer act in such capacity hereunder (including by reason of
an Event of Default), the Trustee or its designee may thereupon assume all of
the rights and, except to the extent they arose prior to the date of assumption,
obligations of the Master Servicer or the Special Servicer, as the case may be,
under such agreement or may terminate such sub-servicing agreement without cause
and without payment of any penalty or termination fee (provided, however, that
those Sub-Servicing Agreements in effect as of the Closing Date (or, if being
negotiated as of the Closing Date, in effect within 90 days thereafter) may only
be terminated by the Trustee or its designee as contemplated by Section 3.22(d)
hereof and in such additional manner as is provided in such Sub-Servicing
Agreement); (iii) provides that the Trustee, for the benefit of the
Certificateholders and, in the case of a Sub-Servicing Agreement relating to a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s), shall each be a third-party beneficiary under such agreement, but
that (except to the extent the Trustee or its designee assumes the obligations
of the Master Servicer or the Special Servicer, as the case may be, thereunder
as contemplated by the immediately preceding clause (ii)) none of the Trustee,
the Trust, any successor Master Servicer or the Special Servicer, as the case
may be, any Serviced Non-Trust Mortgage Loan Noteholder or any Certificateholder
shall have any duties under such agreement or any liabilities arising therefrom;
(iv) permits any purchaser of a Serviced Trust Mortgage Loan pursuant to this
Agreement to terminate such agreement with respect to such purchased Trust
Mortgage Loan at its option and without penalty; (v) does not permit the
Sub-Servicer to enter into or consent to any modification, extension, waiver or
amendment or otherwise take any action on behalf of the Master Servicer or the
Special Servicer contemplated by Section 3.08, Section 3.09 and Section 3.20
hereof without the consent of the Master Servicer or Special Servicer, as the
case may be; (vi) does not permit the Sub-Servicer any direct rights of
indemnification that may be satisfied out of assets of the Trust Fund; (vii)
provides that, if the Sub-Servicer constitutes an Additional Servicer, then it
will deliver to the applicable parties an Annual Statement of Compliance in
respect of the Sub-Servicer as and when contemplated by Section 3.13; (viii)
provides that, if the Sub-Servicer constitutes a Sub-Servicing Function
Participant, then it will deliver, or cause to be delivered, to the applicable


                                      -248-



parties, an Annual Assessment Report in respect of the Sub-Servicer and a
corresponding Annual Attestation Report as and when contemplated by Section
3.14; (ix) provides that the Sub-Servicer will deliver to the Master Servicer a
backup certification substantially similar to the Master Servicer Backup
Certification with respect to the Sub-Servicer, with such delivery to occur at
or before the same times, and under the same circumstances, as the Master
Servicer Backup Certification to be delivered by or with respect to the Master
Servicer (except that each such document delivered by the Sub-Servicer shall
only cover the Mortgage Loans being subserviced thereby); and (x) includes a
representation by the Sub-Servicer that such Sub-Servicer is not an "affiliate"
(as such term is defined in Section III of PTE 2000-58) of the Trustee or of any
"affiliate" (as such term is defined in Section III of PTE 2000-58) of the
Trustee (provided that this clause (x) shall not apply to a Sub-Servicer listed
on Exhibit K hereto). In addition, each Sub-Servicing Agreement entered into by
the Master Servicer (including any with an effective date on or before the
Closing Date) shall provide that such agreement shall, with respect to any
Serviced Mortgage Loan serviced thereunder, terminate at the time such Mortgage
Loan becomes a Specially Serviced Mortgage Loan (or, alternatively, be subject
to the Special Servicer's rights to service such Serviced Mortgage Loan for so
long as such Mortgage Loan continues to be a Specially Serviced Mortgage Loan),
and each Sub-Servicing Agreement entered into by the Special Servicer shall
relate only to Specially Serviced Mortgage Loans and shall terminate with
respect to any such Mortgage Loan which ceases to be a Specially Serviced
Mortgage Loan. The Master Servicer and the Special Servicer each shall deliver
to the Trustee and each other copies of all Sub-Servicing Agreements (and, to
the related Serviced Non-Trust Mortgage Loan Noteholder, a copy of any
Sub-Servicing Agreement in respect of a Serviced Non-Trust Mortgage Loan), as
well as any amendments thereto and modifications thereof, entered into by it
promptly upon its execution and delivery of such documents. References in this
Agreement to actions taken or to be taken by the Master Servicer or the Special
Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the
Master Servicer or the Special Servicer, as the case may be; and, in connection
therewith, all amounts advanced by any Sub-Servicer to satisfy the obligations
of the Master Servicer or the Special Servicer hereunder to make P&I Advances or
Servicing Advances shall be deemed to have been advanced by the Master Servicer
or the Special Servicer, as the case may be, out of its own funds and,
accordingly, such P&I Advances or Servicing Advances shall be recoverable by
such Sub-Servicer in the same manner and out of the same funds as if such
Sub-Servicer were the Master Servicer or the Special Servicer, as the case may
be. For so long as they are outstanding, Advances shall accrue interest in
accordance with Sections 3.11(g) or 4.03(d), as applicable, such interest to be
allocable between the Master Servicer or the Special Servicer, as the case may
be, and such Sub-Servicer as they may agree. For purposes of this Agreement, the
Master Servicer and the Special Servicer each shall be deemed to have received
any payment when a Sub-Servicer retained by it receives such payment. The Master
Servicer and the Special Servicer each shall notify the other, the Trustee, the
Depositor, the Controlling Class Certificateholders and, if a Serviced Loan
Combination is involved, the related Non-Trust Mortgage Loan Noteholder(s) in
writing promptly of the appointment by it of any Sub-Servicer. The Master
Servicer and the Special Servicer shall each notify the Trustee and the
Depositor in writing, promptly upon becoming aware thereof, whether any
Sub-Servicer constitutes an Additional Servicer or a Sub-Servicing Function
Participant. [Each of the initial Master Servicer and the initial Special
Servicer hereby represents and warrants that, as of the Closing Date, it has not
retained and does not expect to retain any particular Person or group of
affiliated Persons to act as a Sub-Servicer with respect to 10% or more of the
Mortgage Pool (by balance). The initial Master Servicer hereby represents and
warrants that the only Persons with which it has entered into or is negotiating
a Sub-Servicing Agreement as of the Closing Date are listed on Exhibit K.]


                                      -249-



            (b)     Each Sub-Servicer (i) shall be authorized to transact
business in the state or states in which the related Mortgaged Properties it is
to service are situated, if and to the extent required by applicable law, and
(ii) except for any Sub-Servicer that is servicing any of the Serviced Mortgage
Loans on the Closing Date, shall be an approved conventional seller/servicer of
mortgage loans for FHLMC or Fannie Mae or a HUD-Approved Servicer.

            (c)     The Master Servicer and the Special Servicer, for the
benefit of the Trustee, the Certificateholders and, in the case of a Serviced
Loan Combination, also for the benefit of the related Serviced Non-Trust
Mortgage Loan Noteholder(s), shall (at no expense to the Trustee, any
Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder or the Trust
Fund) monitor the performance and enforce the obligations of their respective
Sub-Servicers under the related Sub-Servicing Agreements. Such enforcement,
including the legal prosecution of claims, termination of Sub-Servicing
Agreements in accordance with their respective terms and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer or the Special Servicer, as applicable,
in its good faith business judgment, would require were it the owner of the
subject Serviced Mortgage Loans.

            (d)     In the event of the resignation, removal or other
termination of the Master Servicer or any successor Master Servicer hereunder
for any reason, the Trustee or other Person succeeding such resigning, removed
or terminated party as Master Servicer, shall elect, with respect to any
Sub-Servicing Agreement in effect as of the Closing Date (or, if being
negotiated as of the Closing Date, in effect within 90 days thereafter) that
still exists at the time of such termination: (i) to assume the rights and
obligations of the Master Servicer under such Sub-Servicing Agreement and
continue the sub-servicing arrangements thereunder on the same terms (including
the obligation to pay the same sub-servicing fee); (ii) to enter into a new
Sub-Servicing Agreement with such Sub-Servicer on such terms as the Trustee or
other successor Master Servicer and such Sub-Servicer shall mutually agree (it
being understood that such Sub-Servicer is under no obligation to accept any
such new Sub-Servicing Agreement or to enter into or continue negotiations with
the Trustee or other successor Master Servicer), provided that neither the
Trustee nor any successor Master Servicer shall enter into a new Sub-Servicing
Agreement with a Sub-Servicer that was a party to a Sub-Servicing Agreement as
of the Closing Date, if such new Sub-Servicing Agreement amends, alters or fails
to restate any rights of any Underwriter or Mortgage Loan Seller under the
existing Sub-Servicing Agreement with respect to the termination of the
Sub-Servicer and the appointment of a successor thereto or any rights of any
Underwriter or Mortgage Loan Seller as a third-party beneficiary under such
Sub-Servicing Agreement, unless the successor Master Servicer has obtained the
prior written consent to the terms of such new Sub-Servicing Agreement from such
Underwriter or Mortgage Loan Seller, as the case may be; or (iii) to terminate
the Sub-Servicing Agreement if (but only if) an Event of Default (as defined in
such Sub-Servicing Agreement) has occurred and is continuing, without paying any
sub-servicer termination fee, and in any additional manner provided for in such
Sub-Servicing Agreement.

            (e)     Notwithstanding any Sub-Servicing Agreement, the Master
Servicer and the Special Servicer shall remain obligated and liable to the
Trustee, the Certificateholders and the Serviced Non-Trust Mortgage Loan
Noteholder(s) for the performance of their respective obligations and duties
under this Agreement in accordance with the provisions hereof to the same extent
and under the same terms and conditions as if each alone were servicing and
administering the Serviced Mortgage Loans and/or Administered REO Properties for
which it is responsible. The Master Servicer and the Special


                                      -250-



Servicer shall each be responsible (without right of reimbursement) for all
compensation of each Sub-Servicer retained by it.

            (f)     Notwithstanding the above, the Special Servicer may not
enter into any Sub-Servicing Agreement without the approval of the Controlling
Class Representative.

            SECTION 3.23.     Representations and Warranties of the Master
                              Servicer.

            (a)     The Master Servicer, in such capacity, hereby represents,
warrants and covenants to the other parties hereto and for the benefit of the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of
the Closing Date, that:

                    (i)     The Master Servicer is a __________________________,
      duly organized under the laws of ______________________, and the Master
      Servicer is in compliance with the laws of each state in which any
      Mortgaged Property is located to the extent necessary to perform its
      obligations under this Agreement.

                    (ii)    The execution and delivery of this Agreement by
      the Master Servicer, and the performance and compliance with the terms of
      this Agreement by the Master Servicer, will not: (A) violate the Master
      Servicer's organizational documents; or (B) constitute a default (or an
      event which, with notice or lapse of time, or both, would constitute a
      default) under, or result in the breach of, any material agreement or
      other material instrument to which it is a party or which is applicable to
      it or any of its assets, which default or breach, in the good faith and
      reasonable judgment of the Master Servicer, would reasonably be expected
      to affect materially and adversely either the ability of the Master
      Servicer to perform its obligations under this Agreement or the financial
      condition of the Master Servicer.

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

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

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


                                      -251-



                    (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 Serviced Non-Trust Mortgage Loan Noteholders, as of
the Closing Date, that:

                    (i)     The Special Servicer is a ______________________
      validly existing and in good standing under the laws of
      ______________________ , and the Special Servicer is in compliance with
      the laws of each state in which any Mortgaged Property is located to the
      extent necessary to perform its obligations under this Agreement.

                    (ii)    The execution and delivery of this Agreement by the
      Special Servicer, and the performance and compliance with the terms of
      this Agreement by the Special Servicer, will not: (A) violate the Special
      Servicer's organizational documents; or (B) constitute a default (or an
      event which, with notice or lapse of time, or both, would constitute a
      default) under, or


                                      -252-



      result in the breach of, any material agreement or other material
      instrument to which it is a party or which is applicable to it or any of
      its assets, which default or breach, in the good faith and reasonable
      judgment of the Special Servicer, would reasonably be expected to affect
      materially and adversely either the ability of the Special Servicer to
      perform its obligations under this Agreement or the financial condition of
      the Special Servicer.

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

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

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

                    (vi)    No litigation is pending or, to the best of the
      Special Servicer's knowledge, threatened, against the Special Servicer,
      the outcome of which, in the Special Servicer's good faith and reasonable
      judgment, could reasonably be expected to prohibit the Special Servicer
      from entering into this Agreement or materially and adversely affect the
      ability of the Special Servicer to perform its obligations under this
      Agreement.

                    (vii)   Any consent, approval, authorization or order of
      any court or governmental agency or body required under federal or state
      law for the execution, delivery and performance by the Special Servicer of
      or compliance by the Special Servicer with this Agreement or the
      consummation of the transactions contemplated by this Agreement has been
      obtained and is effective except where the lack of consent, approval,
      authorization or order would not have a material adverse effect on the
      performance by the Special Servicer under this Agreement.

                    (viii)  The Special Servicer possesses all insurance
      required pursuant to Section 3.07(c) of this Agreement.

            (b)     The representations and warranties of the Special Servicer
set forth in Section 3.24(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.


                                      -253-



            (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
                              Trust Mortgage Loan in a Loan Combination.

            If, in connection with a Permitted Purchase, a Trust Mortgage Loan
that is part of a Loan Combination is purchased or repurchased from the Trust
Fund, the purchaser(s) thereof shall be bound by the terms of the related
Co-Lender Agreement and shall assume the rights and obligations of the holder of
such Mortgage Loan under such Co-Lender Agreement. Subject to the terms of the
related Co-Lender Agreement, all portions of the related Mortgage File and other
documents pertaining to the subject Trust Mortgage Loan shall be endorsed or
assigned, to the extent necessary or appropriate, to the purchaser(s) of such
Trust Mortgage Loan in their capacity as holder of such Trust Mortgage Loan (as
a result of such purchase or repurchase) under the related Co-Lender Agreement
in the manner contemplated thereunder, which such purchaser(s) shall be deemed
to acknowledge. Thereafter, in the case of a Serviced Combination Trust Mortgage
Loan, such Mortgage File shall be held by the lender responsible for maintaining
custody thereof under the related Co-Lender Agreement, or a custodian appointed
thereby, for the benefit of each of the "Lenders" as defined under, and as their
interests appear under, the related Co-Lender Agreement; provided that the
Mortgage Note for such Serviced Combination Trust Mortgage Loan may be held by
the purchaser(s) of such Mortgage Loan. If the related Servicing File is not
already in the possession of such party, it shall be delivered to the successor
master servicer or special servicer, as the case may be, with respect to the
subject Loan Combination under, or otherwise in accordance with, any applicable
separate servicing agreement for such Loan Combination or as otherwise
contemplated by the related Co-Lender Agreement.

            SECTION 3.26.     Application of Default Charges.

            (a)     Any and all Default Charges that are actually Received by
the Trust and deposited in the Pool Custodial Account with respect to any Trust
Mortgage Loan or REO Trust Mortgage Loan during any applicable Collection
Period, shall be applied for the following purposes and in the following order,
in each case to the extent of the remaining portion of such Default Charges:

                    first, to pay to the Fiscal Agent, the Trustee, the Master
      Servicer and the Special Servicer, in that order, any interest due and
      owing to such party on any outstanding Advances made thereby with respect
      to such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may
      be, which interest on such outstanding Advance accrued on or prior to the
      date on which the subject Default Charges were received;

                    second, to pay any other outstanding expenses (exclusive of
      Special Servicing Fees, Liquidation Fees and Workout Fees) incurred with
      respect to such Trust Mortgage Loan or REO Trust Mortgage Loan, as the
      case may be, that, if paid from collections on the Mortgage Pool other
      than such Default Charges, would constitute an Additional Trust Fund
      Expense;

                    third, to reimburse the Trust for any interest on Advances
      paid to the Fiscal Agent, the Trustee, the Master Servicer or the Special
      Servicer since the Closing Date with


                                      -254-



      respect to such Trust Mortgage Loan or REO Trust Mortgage Loan, as the
      case may be, which interest payment was made from collections on the
      Mortgage Pool (other than Default Charges on such Trust Mortgage Loan or
      REO Trust Mortgage Loan) and was not previously reimbursed under this
      clause third;

                    fourth, to reimburse the Trust for any other Additional
      Trust Fund Expenses (exclusive of Special Servicing Fees, Liquidation Fees
      and Workout Fees) paid since the Closing Date with respect to such Trust
      Mortgage Loan or REO Trust Mortgage Loan, as the case may be, which
      payment was made from collections on the Mortgage Pool (other than Default
      Charges on such Trust Mortgage Loan or REO Trust Mortgage Loan) and was
      not previously reimbursed under this clause fourth; and

                    fifth, to pay any remaining portion of such Default Charges
      (such remaining portion, "Net Default Charges") as additional master
      servicing compensation to the Master Servicer, if they were accrued in
      respect of an Outside Serviced Trust Mortgage Loan or a Performing
      Serviced Trust Mortgage Loan, or as additional special servicing
      compensation to the Special Servicer, if they were accrued in respect of a
      Specially Serviced Trust Mortgage Loan or an REO Trust Mortgage Loan, in
      each case pursuant to Section 3.11;

provided that any and all Default Charges that are actually collected with
respect to a Serviced Combination Trust Mortgage Loan shall first be applied
pursuant to the applicable section of this Agreement related to permitted
withdrawals from the related Loan Combination Custodial Account (Section 3.05A)
and the applicable provisions of the related Co-Lender Agreement; and provided,
further, that the total interest on Advances payable pursuant to clause first
above and other expenses payable pursuant to clause second above in connection
with a Serviced Combination Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto shall take into account the application of
funds on deposit in the related Loan Combination Custodial Account with respect
to the related Serviced Non-Trust Mortgage Loan(s) or any successor REO Mortgage
Loan(s) with respect thereto to pay such interest on Advances or such other
expenses, as the case may be; and provided, further, that, with respect to a
Serviced Loan Combination, Default Charges that are actually Received by the
Trust with respect to any Serviced Combination Trust Mortgage Loan or REO Trust
Mortgage Loan with respect thereto during any applicable Collection Period shall
be applied to cover the items set forth in clauses first through fourth above
only to the extent that such item or portion of such item (i) is allocable to
such Serviced Combination Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto in accordance with the related Co-Lender
Agreement and (ii) is not otherwise first payable, pursuant to Section 3.26(c)
or Section 3.26(d) (and consistent with the related Co-Lender Agreement), out of
amounts otherwise distributable to a related Serviced Non-Trust Mortgage Loan
Noteholder as Default Charges with respect to a related Serviced Non-Trust
Mortgage Loan or any successor REO Mortgage Loan with respect thereto or,
pursuant to Section 3.05A (and consistent with the related Co-Lender Agreement)
out of any other amounts otherwise distributable to a related Serviced Non-Trust
Mortgage Loan Noteholder with respect to a related Serviced Non-Trust Mortgage
Loan or any successor REO Mortgage Loan with respect thereto; and provided,
further, that any and all amounts otherwise distributable as Default Charges
with respect to the ______________ Loan Component A-1b shall first be applied in
accordance with Section 3.26(d).

            (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


                                      -255-



the Trustee pursuant to the first paragraph of Section 3.04(b) on or before the
Trust Master Servicer Remittance Date next following the applicable Collection
Period during which they were received, for deposit in the Collection Account,
subject to application pursuant to Section 3.05(a) for any items payable out of
general collections on the Mortgage Pool. Default Charges applied to pay
outstanding interest on Advances in respect of the related Trust Mortgage Loan
or REO Trust Mortgage Loan, as applicable, to any particular party, pursuant to
clause first of subsection (a), shall be applied to pay such party such interest
on Advances in such manner that the interest that accrued first and has been
outstanding the longest shall be paid first. Default Charges applied to pay
outstanding expenses in respect of the related Trust Mortgage Loan or REO Trust
Mortgage Loan, as applicable, pursuant to clause second of subsection (a), shall
be applied to pay such expenses in the chronological order in which they were
incurred. Default Charges applied to reimburse the Trust pursuant to clauses
third and fourth of subsection (a) shall be deemed to offset either interest
paid on Advances or other Additional Trust Fund Expenses, depending on which
clause is applicable, in respect of the related Trust Mortgage Loan or REO Trust
Mortgage Loan, as applicable, in the chronological order in which such interest
accrued or such expenses were incurred, as applicable (whereupon such interest
paid on Advances or such other Additional Trust Fund Expenses, depending on
which clause is applicable, shall thereafter be deemed to have been paid out of
Default Charges in respect of the related Trust Mortgage Loan or REO Trust
Mortgage Loan, as applicable).

            (c)     Any and all amounts otherwise distributable to the related
Serviced Non-Trust Mortgage Loan Noteholder as Default Charges with respect to
any Serviced Non-Trust Mortgage Loan that is part of a Serviced A/B Loan
Combination or any successor REO Mortgage Loan with respect thereto, in
accordance with the related Co-Lender Agreement, shall be applied for the
following purposes and in the following order, in each case to the extent of the
remaining portion of such amounts and as and to the extent permitted under the
related Co-Lender Agreement, prior to being so distributed to the related
Serviced Non-Trust Mortgage Loan Noteholder:

                    first, to pay to the Fiscal Agent, the Trustee, the Master
      Servicer and the Special Servicer, in that order, any and all interest on
      any Servicing Advances made thereby with respect to the applicable
      Serviced Loan Combination or any related REO Property, which interest
      accrued on or prior to the date on which such amounts otherwise so
      distributable as Default Charges were received (such amounts to be applied
      in accordance with this clause first with respect to any such particular
      party in such manner that the earliest accrued interest shall be paid
      first);

                    second, to pay to the Fiscal Agent, to the Trustee and to
      the Master Servicer, in that order, any and all interest on any P&I
      Advances made thereby with respect to the related Trust Mortgage Loan or
      any successor REO Trust Mortgage Loan with respect thereto, which interest
      accrued on or prior to the date on which such amounts otherwise so
      distributable as Default Charges were received (such amounts to be applied
      with respect to any such particular party in such manner that the earliest
      accrued interest shall be paid first); and

                    third, to pay any other expenses reimbursable to any party
      to this Agreement from Default Charges pursuant to the related Co-Lender
      Agreement, out of amounts otherwise distributable to the related Serviced
      Non-Trust Mortgage Loan Noteholder as Default Charges with respect to the
      subject Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
      respect thereto.


                                      -256-



            (d)     Any and all amounts otherwise distributable with respect to
the ______________ Loan Component A-1b as Default Charges on any Loan
Combination Master Servicer Remittance Date, in accordance with the
______________ Co-Lender Agreement, shall be applied for the following purposes
and in the following order, in each case to the extent of the remaining portion
of such amounts and to the extent permitted under the ______________ Co-Lender
Agreement, prior to application in accordance with Section 3.26(a):

                    first, to pay to the Fiscal Agent, the Trustee, the Master
      Servicer and the Special Servicer, in that order, any and all interest on
      any Servicing Advances made thereby with respect to the ______________
      Loan Combination or any related REO Property, which interest accrued on or
      prior to the date on which such amounts otherwise so distributable as
      Default Charges were received (such amounts to be applied in accordance
      with this clause first with respect to any such particular party in such
      manner that the earliest accrued interest shall be paid first);

                    second, to pay to the Fiscal Agent, to the Trustee and to
      the Master Servicer, in that order, any and all interest on any P&I
      Advances made thereby with respect to any ______________ Loan Component,
      and, if the ______________ Non-Trust Mortgage Loan has been securitized,
      to pay any party to any related Non-Trust Mortgage Loan Securitization
      Agreement any and all interest on delinquency advances similar to P&I
      Advances with respect to the ______________ Non-Trust Mortgage Loan (or
      any successor REO Mortgage Loan with respect thereto), which interest
      accrued, in each case, on or prior to the date on which such amounts
      otherwise so distributable as Default Charges were received (such amounts
      to be applied with respect to any such particular party in such manner
      that the earliest accrued interest shall be paid first); and

                    third, to pay that portion of any other expenses
      reimbursable to any party to this Agreement from Default Charges pursuant
      to the ______________ Co-Lender Agreement, out of amounts otherwise
      distributable as Default Charges with respect to the ______________ Loan
      Component A-1b.

            Any and all amounts otherwise distributable to the holder of the
Mortgage Note for the ______________ Non-Trust Mortgage Loan as Default Charges
with respect to the ______________ Non-Trust Mortgage Loan or any successor REO
Mortgage Loan with respect thereto on any Loan Combination Master Servicer
Remittance Date, in accordance with the ______________ Co-Lender Agreement,
shall be applied for the following purposes and in the following order, in each
case to the extent of the remaining portion of such amounts and to the extent
permitted under the ______________ Co-Lender Agreement, prior to being so
distributed to the applicable ______________ Non-Trust Mortgage Loan Noteholder:

                    first, to pay to the Fiscal Agent, the Trustee, the Master
      Servicer and the Special Servicer, in that order, subject to the next
      paragraph (if applicable), that portion of any and all interest on any
      Servicing Advances made thereby with respect to the related Loan
      Combination and/or any related REO Property, which interest accrued on or
      prior to the date on which such amounts so distributable as Default
      Charges were received, and which interest is allocable to the
      ______________ Non-Trust Mortgage Loan or any successor REO Mortgage Loan
      with respect thereto in accordance with the ______________ Co-Lender
      Agreement; and


                                      -257-



                    second, to pay that portion of any other expenses
      reimbursable to any party to this Agreement from Default Charges pursuant
      to the ______________ Co-Lender Agreement (which portion of such other
      expenses is allocable to the ______________ Non-Trust Mortgage Loan or any
      successor REO Mortgage Loan with respect thereto in accordance with the
      ______________ Co-Lender Agreement), out of amounts otherwise
      distributable to the ______________ Non-Trust Mortgage Loan Noteholder as
      Default Charges with respect to the ______________ Non-Trust Mortgage Loan
      or any successor REO Mortgage Loan with respect thereto;

provided that any application of amounts otherwise payable as Default Charges in
accordance with this paragraph shall be made after the application of amounts
otherwise payable as Default Charges with respect to the ______________ Loan
Component A-1b as provided above in this Section 3.26(d).

            Any and all amounts otherwise distributable with respect to the
______________ Loan Component A-1a and the ______________ Non-Trust Mortgage
Loan (or any successor REO Mortgage Loan with respect to the ______________
Non-Trust Mortgage Loans) as Default Charges on any Loan Combination Master
Servicer Remittance Date, in accordance with the related Co-Lender Agreement,
shall be allocated between them, on a pro rata and pari passu basis. If the
total amount otherwise distributable on any subject Loan Combination Master
Servicer Remittance Date, in accordance with the related Co-Lender Agreement, as
Default Charges with respect to the ______________ Loan Component A-1a and the
______________ Non-Trust Mortgage Loan (or any successor REO Mortgage Loan with
respect to the ______________ Non-Trust Mortgage Loan) exceeds the aggregate
amount of (i) interest on Servicing Advances payable pursuant to Section 3.26(a)
and the prior two paragraphs of this Section 3.26(d) and (ii) other amounts
reimbursable from Default Charges pursuant to the related Co-Lender Agreement in
accordance with Section 3.26(a) and the prior two paragraphs of this Section
3.26(d), then the respective portions of such total amount allocable to the
______________ Loan Component A-1a and the ______________ Non-Trust Mortgage
Loan (or, if applicable, the ______________ Loan Component A-1a and any
successor REO Mortgage Loan with respect to the ______________ Non-Trust
Mortgage Loan) that are to be applied for such purpose shall be in the same
proportions that the respective unpaid principal balances of the ______________
Loan Component A-1a and the ______________ Non-Trust Mortgage Loan (or, if
applicable, the ______________ Loan Component A-1a and any successor REO
Mortgage Loan with respect to the ______________ Non-Trust Mortgage Loan) bear
to one another.

            SECTION 3.27.     Purchase Option and Cure Rights of the Class ___
                              Representative

            (a)     At any time during the continuance of a Class ___ Purchase
Option Event, the Class ___ Representative may, at its option, purchase the
______________ Trust Mortgage Loan at the Class ___ Purchase Price. Such option
does not extend to any REO Property and shall terminate upon the foreclosure of
or the acceptance of a deed in lieu of foreclosure with respect to the
______________ Mortgaged Property. The Class ___ Representative shall exercise
its purchase option by providing written notice to the Trustee, the Master
Servicer and the Special Servicer of its proposed purchase of the ______________
Mortgage Loan at least 10 days prior to the proposed purchase date (which notice
shall not be rescinded by the Class ___ Representative any later than two
Business Days prior to the proposed purchase date). Concurrently with the
payment to the Trust of the Class ___ Purchase Price, the Special Servicer shall
direct the Trustee to execute and deliver, or cause the execution and delivery
of, such instruments of transfer or assignment, in each case without recourse,
as shall be provided to it


                                      -258-



by the Class ___ Representative or its designee and as are necessary to vest
ownership of the ______________ Trust Mortgage Loan.

            (b)     [SPECIFY CURE RIGHTS OF CLASS ___ REPRESENTATIVE.] Each of
the Master Servicer and the Special Servicer shall notify the Class ___
Representative of any default in respect of the ______________ Trust Mortgage
Loan with respect to which the Class ___ Representative is entitled to exercise
cure rights in accordance with this Section 3.27(b), as soon as reasonably
practicable after the Master Servicer or the Special Servicer, as the case may
be, becomes aware of such default (provided that such default has not been
previously remedied). The Class ___ Representative shall be entitled to
reimbursement of any cure payments made by it with respect to the ______________
Trust Mortgage Loan out of amounts subsequently received with respect to the
______________ Trust Mortgage Loan or any related REO Property; provided that
such right to reimbursement is subordinate to the rights of the Trust to receive
all amounts to which it is entitled with respect to the ______________ Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto.

            SECTION 3.28.     Purchase Option and Cure Rights of the Class ___
                              Representative.

            (a)     At any time during the continuance of a Class ___ Purchase
Option Event, the Class ___ Representative may, at its option, purchase the
______________ Trust Mortgage Loan at the Class ___ Purchase Price, provided
that it simultaneously purchases the ______________ Non-Trust Mortgage Loan at
the purchase price therefor set forth under the definition of "Purchase Price"
in the ______________ Co-Lender Agreement. Such option does not extend to any
REO Property and shall terminate upon the foreclosure of or the acceptance of a
deed in lieu of foreclosure with respect to the ______________ Mortgaged
Property. In addition, the holder of the ______________ Trust Mortgage Loan or
its designee is entitled, pursuant to Section 4.3 of the ______________
Co-Lender Agreement, to exercise a certain purchase option with respect to the
______________ Non-Trust Mortgage Loan. In connection therewith, the Trustee, as
holder of the ______________ Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan with respect thereto), hereby designates the Class ___
Representative as the party entitled to exercise such purchase option in its
individual capacity (with its own funds) and not on behalf of the Trust;
provided that the Class ___ Representative must simultaneously purchase the
______________ Trust Mortgage Loan at the Class ___ Purchase Price together with
the ______________ Non-Trust Mortgage Loan at the purchase price set forth under
the ______________ Co-Lender Agreement. The Class ___ Representative shall
exercise such option by providing written notice to the Trustee, the
______________ Non-Trust Mortgage Loan Noteholder, the Master Servicer and the
Special Servicer of its proposed purchase of the ______________ Trust Mortgage
Loan and the ______________ Non-Trust Mortgage Loan at least ten (10) days prior
to the proposed purchase date. Concurrently with the payment to the Trust of the
Class ___ Purchase Price and the payment of the purchase price for the
______________ Non-Trust Mortgage Loan in accordance with the ______________
Co-Lender Agreement, the Special Servicer shall direct the Trustee to execute
and deliver, or cause the execution and delivery of, such instruments of
transfer or assignment, in each case without recourse, as shall be provided to
it by the Class ___ Representative or its designee and as are necessary to vest
ownership of the ______________ Trust Mortgage Loan and the ______________
Non-Trust Mortgage Loan therein.

            (b)     Further, the holder of the ______________ Trust Mortgage
Loan or its designee is permitted, pursuant to Section 4.4 of the ______________
Co-Lender Agreement, to exercise cure


                                      -259-



rights with respect to ______________ Non-Trust Loan. In connection therewith,
the Trustee, as holder of the ______________ Trust Mortgage Loan (or any
successor REO Trust Mortgage Loan with respect thereto), hereby designates the
Class ___ Representative as the party entitled to exercise such cure rights in
its individual capacity (with its own funds) and not on behalf of the Trust.
Pursuant to the ______________ Co-Lender Agreement, in the event that (a) a
monetary event of default exists by the end of the applicable grace period for
such payment permitted under the related Loan Documents or (b) a material
non-monetary event of default exists and is not cured within the applicable
grace period set forth under the related Loan Documents, then the Class ___
Representative shall have the right, but not the obligation, to cure such
default within 10 days, in the case of a monetary event of default, or 30 days,
in the case of a non-monetary event of default after the later of (i) receipt of
notice of the event of default and (ii) the expiration of the applicable grace
period, and at no other times. If the Class ___ Representative makes such a cure
of a monetary event of default, such cure shall be made for the entire
______________ Loan Combination. At the time such cure payment is made, the
Class ___ Representative is required to pay or reimburse the Master Servicer,
the Special Servicer, the Trustee and the Fiscal Agent, as applicable, for all
costs, expenses, losses, liabilities, obligations, damages, penalties, and
disbursements imposed on or incurred by such Persons (including, without
limitation, any interest accrued on any P&I Advances or Servicing Advances)
during the period of time from the expiration of the related grace period until
such cure payment is made. So long as a monetary event of default exists for
which a cure payment permitted under the ______________ Co-Lender Agreement is
made, or a material non-monetary event of default exists which is susceptible of
cure by the payment of money and for which the Class ___ Representative is
pursuing a cure within the cure period and in accordance with the terms of the
______________ Co-Lender Agreement, such event of default shall not be treated
as an event of default under the related Loan Documents by the Master Servicer
or Special Servicer (including for purposes of the definition of ______________
Payment Application Trigger Event). Pursuant to the ______________ Co-Lender
Agreement, the right of the Class ___ Representative to cure a monetary event of
default or non-monetary event of default shall be limited as follows: (A) there
shall not be more than six cure events during each rolling 10-year period during
the life of the ______________ Loan Combination, (B) no single cure event may
exceed three consecutive months and (C) there shall be at least six months
between cure events. Each of the Master Servicer and the Special Servicer shall
notify the Class ___ Representative of any default in respect of the
______________ Loan Combination as to which such party is entitled to exercise
the cure rights in accordance with this Section 3.28(b) and/or the
______________ Co-Lender Agreement, as soon as reasonably practicable after the
Master Servicer or the Special Servicer, as the case may be, becomes aware of
such default (provided that such default has not been previously remedied). The
Class ___ Representative shall be entitled to reimbursement of any cure payments
made by it with respect to the ______________ Loan Combination out of amounts
subsequently received with respect to the ______________ Loan Combination or any
related REO Property; provided that such right to reimbursement is subordinate
to the rights of the Trust and of the ______________ Non-Trust Noteholder to
receive all amounts to which they are entitled with respect to the
______________ Mortgage Loans or any successor REO Mortgage Loans with respect
thereto.


                                      -260-



                                   ARTICLE IV

          PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

            SECTION 4.01.     Distributions.

            (a)     On each Distribution Date, through and including the Final
Distribution Date, the Trustee shall, based on, among other things, information
provided by the Master Servicer and, if applicable, the Special Servicer,
withdraw from the Collection Account and apply the Net Available Distribution
Amount for such Distribution Date, such application to be made for the following
purposes and in the following order of priority, in each case to the extent of
remaining available funds:

                    first, concurrently, (i) from that portion, if any, of the
      Net Available Distribution Amount for such Distribution Date attributable
      to Loan Group No. 1, to make distributions of interest to the Holders of
      the Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4
      Certificates, pro rata as among such Classes of Certificateholders in
      accordance with the respective amounts of Distributable Certificate
      Interest payable in respect of such Classes of Certificates on such
      Distribution Date, in an amount equal to all Distributable Certificate
      Interest in respect of each such Class of Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates, if any, (ii) from that portion, if any, of the Net
      Available Distribution Amount for such Distribution Date that is
      attributable to Loan Group No. 2, to make distributions of interest to the
      Holders of the Class A-1A Certificates, in an amount equal to all
      Distributable Certificate Interest in respect of such Class of
      Certificates for such Distribution Date and, to the extent not previously
      paid, for all prior Distribution Dates, if any, and (iii) from the entire
      Net Available Distribution Amount for such Distribution Date,
      distributions of interest to the Holders of the Class X-CL and Class X-CP
      Certificates, pro rata in accordance with the respective amounts of
      Distributable Certificate Interest payable in respect of such Classes of
      Certificates on such Distribution Date, in an amount equal to all
      Distributable Certificate Interest in respect of each such Class of
      Certificates for such Distribution Date and, to the extent not previously
      paid, for all prior Distribution Dates, if any; provided, however, that if
      the Net Available Distribution Amount for the subject Distribution Date or
      the applicable portion thereof attributable to either Loan Group is
      insufficient to pay in full the total amount of Distributable Certificate
      Interest, as provided above, payable in respect of any Class of Senior
      Certificates on such Distribution Date, then the entire Net Available
      Distribution Amount shall be applied to make distributions of interest to
      the Holders of the respective Classes of the Senior Certificates, pro rata
      as among such Classes of Certificateholders in accordance with the
      respective amounts of Distributable Certificate Interest payable in
      respect of such Classes of Certificates on such Distribution Date, up to
      an amount equal to all Distributable Certificate Interest in respect of
      each such Class of Certificates for such Distribution Date and, to the
      extent not previously paid, for all prior Distribution Dates, if any;

                    second, to make distributions of principal to the Holders of
      the respective Classes of the Senior Class A Certificates, in the
      following amounts and order of priority:

                            (i)     to the Holders of the Class A-1A
            Certificates, up to an amount (not to exceed the Class Principal
            Balance of the Class A-1A Certificates outstanding immediately prior
            to such Distribution Date) equal to the entire portion of the
            Adjusted


                                      -261-



            Net Principal Distribution Amount for such Distribution Date
            attributable to Loan Group No. 2;

                            (ii)    to the Holders of the Class A-AB
            Certificates, up to an amount equal to the lesser of (A) the excess,
            if any, of the Class Principal Balance of the Class A-AB
            Certificates outstanding immediately prior to such Distribution
            Date, over the Class A-AB Planned Principal Balance for such
            Distribution Date, and (B) the entire Adjusted Net Principal
            Distribution Amount for such Distribution Date (net of any portion
            thereof distributed on such Distribution Date to the Holders of the
            Class A-1A Certificates pursuant to subclause (i) of this clause
            second);

                            (iii)   to the Holders of the Class A-1
            Certificates, up to an amount (not to exceed the Class Principal
            Balance of the Class A-1 Certificates outstanding immediately prior
            to such Distribution Date) equal to the entire Adjusted Net
            Principal Distribution Amount for such Distribution Date (net of any
            portion thereof distributed on such Distribution Date to the Holders
            of any other Class of Senior Class A Certificates pursuant to a
            prior subclause of this clause second);

                            (iv)    to the Holders of the Class A-2
            Certificates, up to an amount (not to exceed the Class Principal
            Balance of the Class A-2 Certificates outstanding immediately prior
            to such Distribution Date) equal to the entire Adjusted Net
            Principal Distribution Amount for such Distribution Date (net of any
            portion thereof distributed on such Distribution Date to the Holders
            of any other Class of Senior Class A Certificates pursuant to a
            prior subclause of this clause second);

                            (v)     to the Holders of the Class A-3
            Certificates, up to an amount (not to exceed the Class Principal
            Balance of the Class A-3 Certificates outstanding immediately prior
            to such Distribution Date) equal to the entire Adjusted Net
            Principal Distribution Amount for such Distribution Date (net of any
            portion thereof distributed on such Distribution Date to the Holders
            of any other Class of Senior Class A Certificates pursuant to a
            prior subclause of this clause second);

                            (vi)    to the Holders of the Class A-AB
            Certificates, up to an amount (not to exceed the Class Principal
            Balance of the Class A-AB Certificates outstanding immediately prior
            to such Distribution Date, net of any distributions of principal
            made with respect to the Class A-AB Certificates on such
            Distribution Date pursuant to subclause (ii) of this clause second),
            up to an amount equal to the entire Adjusted Net Principal
            Distribution Amount for such Distribution Date (net of any portion
            thereof distributed on such Distribution Date to the Holders of the
            Class A-AB Certificates and/or to the Holders of any other Class of
            Senior Class A Certificates pursuant to a prior subclause of this
            clause second);

                            (vii)   to the Holders of the Class A-4
            Certificates, up to an amount (not to exceed the Class Principal
            Balance of the Class A-4 Certificates outstanding immediately prior
            to such Distribution Date) equal to the entire Adjusted Net
            Principal Distribution Amount for such Distribution Date (net of any
            portion thereof distributed on such Distribution Date to the Holders
            of any other Class of Senior Class A Certificates pursuant to a
            prior subclause of this clause second); and


                                      -262-



                            (viii)  to the Holders of the Class A-1A
            Certificates, up to an amount (not to exceed the Class Principal
            Balance of the Class A-1A Certificates outstanding immediately prior
            to such Distribution Date, net of any distributions of principal
            made with respect to the Class A-1A Certificates on such
            Distribution Date pursuant to subclause (i) of this clause second),
            up to an amount equal to the entire Adjusted Net Principal
            Distribution Amount for such Distribution Date (net of any portion
            thereof distributed on such Distribution Date to the Holders of the
            Class A-1A Certificates and/or to the Holders of any other Class of
            Senior Class A Certificates pursuant to a prior subclause of this
            clause second);

      provided, however, that, notwithstanding the immediately preceding clauses
      (i) through (viii) of this clause second, on each Distribution Date
      coinciding with or following the Senior Class A Principal Distribution
      Cross-Over Date, and in any event on the Final Distribution Date, the
      Trustee shall, pursuant to this clause second, subject to remaining
      available funds, make distributions of principal to the Holders of the
      respective Classes of the Senior Class A Certificates, on a pro rata
      basis, in accordance with the respective Class Principal Balances of those
      Classes of Certificates outstanding immediately prior to such Distribution
      Date, until the Class Principal Balance of each such Class of Certificates
      has been reduced to zero (such distributions of principal to be made
      without regard to the Adjusted Net Principal Distribution Amount for such
      Distribution Date);

            third, to reimburse the Holders of the respective Classes of the
      Senior Class A Certificates, up to an amount equal to, and on a pro rata
      basis as among such Classes of Certificateholders in accordance with, the
      Loss Reimbursement Amount with respect to each such Class of Certificates
      for such Distribution Date;

            fourth, to make distributions of interest to the Holders of the
      Class A-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;

            fifth, after the Class Principal Balances of the respective Classes
      of the Senior Class A Certificates have been reduced to zero, to make
      distributions of principal to the Holders of the Class A-M Certificates,
      up to an amount (not to exceed the Class Principal Balance of the Class
      A-M Certificates outstanding immediately prior to such Distribution Date)
      equal to the entire Adjusted Net Principal Distribution Amount for such
      Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of the respective Classes of the Senior
      Class A Certificates pursuant to clause second of this Section 4.01(a));
      provided, however, that, on the Final Distribution Date, the Trustee
      shall, pursuant to this clause fifth, subject to remaining available
      funds, make distributions of principal to the Holders of the Class A-M
      Certificates, until the Class Principal Balance of such Class of
      Certificates is reduced to zero;

            sixth, to reimburse the Holders of the Class A-M Certificates, up to
      an amount equal to the Loss Reimbursement Amount with respect to such
      Class of Certificates for such Distribution Date;


                                      -263-



            seventh, to make distributions of interest to the Holders of the
      Class A-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;

            eighth, after the Class Principal Balance of the Class A-M
      Certificates has been reduced to zero, to make distributions of principal
      to the Holders of the Class A-J Certificates, up to an amount (not to
      exceed the Class Principal Balance of the Class A-J Certificates
      outstanding immediately prior to such Distribution Date) equal to the
      entire Adjusted Net Principal Distribution Amount for such Distribution
      Date (net of any portion thereof distributed on such Distribution Date to
      the Holders of the respective Classes of the Senior Class A Certificates
      pursuant to clause second of this Section 4.01(a) and/or to the Holders of
      the Class A-M Certificates pursuant to clause fifth of this Section
      4.01(a)); provided, however, that, on the Final Distribution Date, the
      Trustee shall, pursuant to this clause eighth, subject to remaining
      available funds, make distributions of principal to the Holders of the
      Class A-J Certificates, until the Class Principal Balance of such Class of
      Certificates is reduced to zero;

            ninth, to reimburse the Holders of the Class A-J Certificates, up to
      an amount equal to the Loss Reimbursement Amount with respect to such
      Class of Certificates for such Distribution Date; and

            tenth, to make distributions to the Holders of the remaining Classes
      of the Regular Interest Certificates as provided in Section 4.01(b).

            All distributions of interest, if any, made with respect to either
the Class X-CL Certificates or the Class X-CP Certificates on any Distribution
Date, pursuant to this Section 4.01(a), shall be made, and shall be deemed to
have been made, in respect of the various REMIC III Components of the subject
Class of Interest-Only Certificates, pro rata in accordance with the respective
amounts of Distributable Component Interest in respect of such REMIC III
Components for such Distribution Date and, to the extent not previously deemed
paid pursuant to this paragraph, for all prior Distribution Dates, if any.

            (b)     On each Distribution Date, through and including the Final
Distribution Date, after making the distributions with respect to the Senior
Certificates, the Class A-M Certificates and the Class A-J Certificates provided
for in Section 4.01(a), the Trustee shall, based on, among other things,
information provided by the Master Servicer and, if applicable, the Special
Servicer, apply the remaining portion, if any, of the Net Available Distribution
Amount for such Distribution to make the distributions described in the next
paragraph to the Holders of the various Classes of the Class B Through T
Certificates, such distributions to be made sequentially among such Classes of
Certificateholders in the alphabetic order of the Class designations of their
respective Certificates (beginning with the Class B Certificates and ending with
the Class T Certificates), in each case to the extent of the Remaining Net
Available Distribution Amount with respect to the subject Class of Certificates
for such Distribution Date.

            On each Distribution Date, through and including the Final
Distribution Date, the Holders of each Class of the Class B Through T
Certificates will be entitled to receive, subject to the Remaining Net Available
Distribution Amount with respect to such Class of Certificates for such
Distribution Date,


                                      -264-



the following distributions in the following order of priority, in each case to
the extent of the remaining available funds:

            first, distributions of interest, up to an amount equal to all
      Distributable Certificate Interest with respect to the subject Class of
      Certificates for such Distribution Date and, to the extent not previously
      received, for all prior Distribution Dates, if any;

            second, distributions of principal, up to an amount (not to exceed
      the Class Principal Balance of the subject Class of Certificates
      outstanding immediately prior to such Distribution Date) equal to the
      Remaining Adjusted Net Principal Distribution Amount with respect to the
      subject Class of Certificates for such Distribution Date (or, if such
      Distribution Date is the Final Distribution Date, then up to an amount
      equal to the entire Class Principal Balance of the subject Class of
      Certificates immediately prior to, and without regard to the Remaining
      Adjusted Net Principal Distribution Amount with respect to the subject
      Class of Certificates for, such Distribution Date); and

            third, reimbursements of any and all reductions made in the Class
      Principal Balance of the subject Class of Certificates pursuant to Section
      4.04(a), up to an amount equal to the Loss Reimbursement Amount with
      respect to the subject Class of Certificates for such Distribution Date;

provided that no distributions of principal will be made with respect to any
Class of the Class B Through T Certificates until the reduction to zero of the
Class Principal Balance of each Class of the Class A Certificates, as well as
the Class Principal Balance of each other Class of the Class B Through T
Certificates, if any, that has an earlier alphabetic Class designation (that is,
"Class B" comes before "Class C", "Class C" comes before "Class D", and so
forth) than does the subject Class of Certificates.

            On each Distribution Date, through and including the Final
Distribution Date, the Trustee shall, based on, among other things, information
provided by the Master Servicer and, if applicable, the Special Servicer, apply
the Class ___ Available Distribution Amount for such Distribution to make the
distributions described in the next paragraph to the Holders of the various
Classes of the Class ___ Certificates, such distributions to be made
sequentially among such Classes of Certificateholders in the numeric order of
the ending numbers of the Class designations of their respective Certificates
(beginning with the Class ___-1 Certificates and ending with the Class ___-4
Certificates), in each case to the extent of the Remaining Class ___ Available
Distribution Amount with respect to the subject Class of Certificates (or, in
the case of the Class ___-1 Certificates, the entire Class ___ Available
Distribution Amount) for such Distribution Date.

            On each Distribution Date, through and including the Final
Distribution Date, the Holders of each Class of the Class ___ Certificates will
be entitled to receive, subject to the Remaining Class ___ Available
Distribution Amount with respect to such Class of Certificates (or, in the case
of the Class ___-1 Certificates, the entire Class ___ Available Distribution
Amount) for such Distribution Date, the following distributions in the following
order of priority, in each case to the extent of the remaining available funds:

            first, distributions of interest, up to an amount equal to all
      Distributable Certificate Interest with respect to the subject Class of
      Certificates for such Distribution Date and, to the extent not previously
      received, for all prior Distribution Dates, if any;


                                      -265-



            second, distributions of principal, up to an amount (not to exceed
      the Class Principal Balance of the subject Class of Certificates
      outstanding immediately prior to such Distribution Date) equal to the
      Remaining Class ___ Principal Distribution Amount with respect to the
      subject Class of Certificates (or, in the case of the Class ___-1
      Certificates, the entire Class ___ Principal Distribution Amount) for such
      Distribution Date (or, if such Distribution Date is the Final Distribution
      Date, then up to an amount equal to the entire Class Principal Balance of
      the subject Class of Certificates immediately prior to, and without regard
      to the Remaining Class ___ Principal Distribution Amount with respect to
      the subject Class of Certificates (or, in the case of the Class ___-1
      Certificates, the Class ___ Principal Distribution Amount) for, such
      Distribution Date); and

            third, reimbursements of any and all reductions made in the Class
      Principal Balance of the subject Class of Certificates pursuant to Section
      4.04(a), up to an amount equal to the Loss Reimbursement Amount with
      respect to the subject Class of Certificates for such Distribution Date;

provided that no distributions of principal will be made with respect to any
Class of Class ___ Certificates until the reduction to zero of the Class
Principal Balance of each other Class of the Class ___ Certificates, if any,
that has a Class designation that ends in an earlier number (that is, "Class
___-1" comes before "Class ___-2", "Class ___-2" comes before "Class ___-3", and
so forth) than does the subject Class of Certificates.

            On each Distribution Date, through and including the Final
Distribution Date, the Trustee shall, based on, among other things, information
provided by the Master Servicer and, if applicable, the Special Servicer, apply
the Class ___ Available Distribution Amount for such Distribution to make the
distributions described in the next paragraph to the Holders of the various
Classes of the Class ___ Certificates, such distributions to be made
sequentially among such Classes of Certificateholders in the numeric order of
the ending numbers of the Class designations of their respective Certificates
(beginning with the Class ___-1 Certificates and ending with the Class ___-7
Certificates), in each case to the extent of the Remaining Class ___ Available
Distribution Amount with respect to the subject Class of Certificates (or, in
the case of the Class ___-1 Certificates, the entire Class ___ Available
Distribution Amount) for such Distribution Date.

            On each Distribution Date, through and including the Final
Distribution Date, the Holders of each Class of the Class ___ Certificates will
be entitled to receive, subject to the Remaining Class ___ Available
Distribution Amount with respect to such Class of Certificates (or, in the case
of the Class ___-1 Certificates, the entire Class ___ Available Distribution
Amount) for such Distribution Date, the following distributions in the following
order of priority, in each case to the extent of the remaining available funds:

            first, distributions of interest, up to an amount equal to all
      Distributable Certificate Interest with respect to the subject Class of
      Certificates for such Distribution Date and, to the extent not previously
      received, for all prior Distribution Dates, if any;

            second, distributions of principal, up to an amount (not to exceed
      the Class Principal Balance of the subject Class of Certificates
      outstanding immediately prior to such Distribution Date) equal to the
      Remaining Class ___ Principal Distribution Amount with respect to the
      subject Class of Certificates (or, in the case of the Class ___-1
      Certificates, the entire Class ___


                                      -266-



      Principal Distribution Amount) for such Distribution Date (or, if such
      Distribution Date is the Final Distribution Date, then up to an amount
      equal to the entire Class Principal Balance of the subject Class of
      Certificates immediately prior to, and without regard to the Remaining
      Class ___ Principal Distribution Amount with respect to the subject Class
      of Certificates (or, in the case of the Class ___-1 Certificates, the
      Class ___ Principal Distribution Amount) for, such Distribution Date); and

            third, reimbursements of any and all reductions made in the Class
      Principal Balance of the subject Class of Certificates pursuant to Section
      4.04(a), up to an amount equal to the Loss Reimbursement Amount with
      respect to the subject Class of Certificates for such Distribution Date;

provided that no distributions of principal will be made with respect to any
Class of Class ___ Certificates until the reduction to zero of the Class
Principal Balance of each other Class of the Class ___ Certificates, if any,
that has a Class designation that ends in an earlier number (that is, "Class
___-1" comes before "Class ___-2", "Class ___-2" comes before "Class ___-3", and
so forth) than does the subject Class of Certificates.

            Any portion of the Available Distribution Amount that remains after
the distributions with respect to the Regular Interest Certificates in
accordance with Section 4.01(a) and this Section 4.01(b) shall be applied to
make distributions to the Holders of the Residual Interest Certificates in
accordance with Section 4.01(c).

            (c)     On each Distribution Date, through and including the Final
Distribution Date, after making the distributions with respect to the Regular
Interest Certificates provided for in Sections 4.01(a) and 4.01(b), the Trustee
shall apply the remaining portion, if any, of the 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 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 with respect to the REMIC II Regular Interests
      on such Distribution Date pursuant to Section 4.01(l), over (B) the
      aggregate distributions made with respect to the Regular Interest
      Certificates on such Distribution Date pursuant to Section 4.01(a) and/or
      Section 4.01(b);

                    (ii)    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 with respect to the REMIC I Regular Interests
      on such Distribution Date pursuant to Section 4.01(m), over (B) the
      aggregate distributions (other than distributions of Net Prepayment
      Consideration) deemed made with respect to the REMIC II Regular Interests
      on such Distribution Date pursuant to Section 4.01(l);

                    (iii)   subject to Section 2.06(b), to make distributions
      to the Holders of the Class R-LR Certificates, up to an amount equal to
      the excess, if any, of (A) that portion of the Available Distribution
      Amount for such Distribution Date that is allocable to the Early
      Defeasance Trust Mortgage Loans and/or any related REO Properties, over
      (B) the aggregate distributions (other than distributions of Net
      Prepayment Consideration) deemed made with


                                      -267-



      respect to the Loan REMIC Regular Interests on such Distribution Date
      pursuant to Section 4.01(n); and

                    (iv)    to distribute to the Holders of the Class R-I
      Certificates the remaining portion, if any, of the Available Distribution
      Amount.

            (d)     On each Distribution Date, through and including the Final
Distribution Date, the Trustee shall withdraw from the Collection Account any
amount Received by the Trust with respect to any Trust Mortgage Loan or REO
Trust Mortgage Loan during the related Collection Period that represents Net
Prepayment Consideration (exclusive, if applicable, of any portion thereof that
constitutes Class ___ Net Prepayment Consideration or Class ___ Net Prepayment
Consideration) and shall distribute such Net Prepayment Consideration: first, to
the Holders of the respective Classes of YM Principal Balance Certificates that
are entitled to distributions of principal on such Distribution Date, pursuant
to Section 4.01(a) or Section 4.01(b), as applicable, with respect to the Loan
Group that includes the prepaid Trust Mortgage Loan or REO Trust Mortgage Loan,
as the case may be, up to an amount equal to, and pro rata based on, the
respective Prepayment Consideration Entitlements for such Classes of
Certificates for such Distribution Date in connection with such Net Prepayment
Consideration; and second, as follows--(i) if the subject Distribution Date
occurs during or prior to _______________, on a pari passu basis to (A) the
Holders of the Class X-CL Certificates, in an amount equal to 98.0% of any
remaining portion of such Net Prepayment Consideration, and (B) the Holders of
the Class X-CP Certificates, in an amount equal to 2.0% of any remaining portion
of such Net Prepayment Consideration, or (ii) if the subject Distribution Date
occurs after _______________, to the Holders of the Class X-CL Certificates, in
an amount equal to 100% of any remaining portion of such Net Prepayment
Consideration.

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

            Any Net Prepayment Consideration or portion thereof distributed with
respect to either the Class X-CL Certificates or the Class X-CP Certificates on
any Distribution Date shall be deemed to have been distributed with respect to
the respective REMIC III Components of the subject Class of Interest-Only
Certificates, on a pro rata basis in accordance with the respective amounts by
which the Component Notional Amounts of such REMIC III Components were reduced
on such Distribution Date by deemed distributions of principal pursuant to
Section 4.01(l).


                                      -268-



            On each Distribution Date, through and including the Final
Distribution Date, the Trustee shall withdraw from the Collection Account any
amount Received by the Trust during the related Collection Period that
constitutes Class ___ Net Prepayment Consideration with respect to the
______________ Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto and shall distribute such Class ___ Net Prepayment Consideration
to the Holders of the Class ___ Certificates and, as among the respective
Classes of the Class ___ Certificates, pro rata, based on the amount of
principal then being prepaid with respect to each Class of Class ___
Certificates on such Distribution Date.

            On each Distribution Date, through and including the Final
Distribution Date, the Trustee shall withdraw from the Collection Account any
amount Received by the Trust during the related Collection Period that
constitutes Class ___ Net Prepayment Consideration with respect to the
______________ Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto and shall distribute such Class ___ Net Prepayment Consideration
to the Holders of the Class ___ Certificates and, as among the respective
Classes of the Class ___ Certificates, pro rata, based on the amount of
principal then being prepaid with respect to each Class of Class ___
Certificates on such Distribution Date.

            (e)     On each Distribution Date, through and including the Final
Distribution Date, subject to Section 2.05(b), the Trustee shall withdraw from
the Collection Account, and distribute to the Holders of the Class V
Certificates, any amounts that represent Additional Interest Received by the
Trust during the related Collection Period with respect to the ARD Trust
Mortgage Loans (and any successor REO Trust Mortgage Loans with respect
thereto).

            (f)     On the Final Distribution Date, the Trustee shall withdraw
from the Loss of Value Reserve Fund and distribute to the Holders of the Class
R-III Certificates, any Loss of Value Payments remaining on deposit in the Loss
of Value Reserve Fund as of the Final Distribution Date (after taking into
account any transfer of Loss of Value Payments from the Loss of Value Reserve
Fund to the Collection Account on the immediately preceding Trust Master
Servicer Remittance Date in accordance with Section 3.05(e)).

            (g)     All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated pro rata among the
outstanding Certificates in such Class based on their respective Percentage
Interests. Except as otherwise provided below, all such distributions with
respect to each Class on each Distribution Date shall be made to the
Certificateholders of the respective Class of record at the close of business on
the related Record Date and shall be made by wire transfer of immediately
available funds to the account of any such Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with wiring instructions no less than five (5)
Business Days prior to the related Record Date or, in the case of the initial
Distribution Date, no later than the close of business on the later of (i) the
fifth Business Day prior to the related Record Date and (ii) the Closing Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise by check mailed to the address
of such Certificateholder as it appears in the Certificate Register. The final
distribution on each Certificate (determined, in the case of a Principal Balance
Certificate, without regard to any possible future reimbursement of any related
Loss Reimbursement Amount) will be made in a like manner, but only upon
presentation and surrender of such Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution. Prior to any


                                      -269-



termination of the Trust Fund pursuant to Section 9.01, any distribution that is
to be made with respect to a Certificate in reimbursement of any related Loss
Reimbursement Amount, which reimbursement is to occur after the date on which
such Certificate is surrendered as contemplated by the preceding sentence, will
be made by check mailed to the address of the Certificateholder that surrendered
such Certificate as such address last appeared in the Certificate Register or to
any other address of which the Trustee was subsequently notified in writing. If
such check is returned to the Trustee, then the Trustee, directly or through an
agent, shall take such reasonable steps to contact the related Holder and
deliver such check as it shall deem appropriate. Any funds in respect of a check
returned to the Trustee shall be set aside by the Trustee and held uninvested in
trust and credited to the account of the appropriate Holder. The costs and
expenses of locating the appropriate Holder and holding such funds shall be paid
out of such funds. No interest shall accrue or be payable to any former Holder
on any amount held in trust hereunder. If the Trustee has not, after having
taken such reasonable steps, located the related Holder by the second
anniversary of the initial sending of a check, the Trustee shall, subject to
applicable law, distribute the unclaimed funds to the Class R-III
Certificateholders.

            (h)     Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm for which it acts as agent. Each indirect
participating brokerage firm shall be responsible for disbursing funds to the
related Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law. The Trustee and the Depositor shall perform their respective
obligations under each Letter of Representations among the Depositor, the
Trustee and the initial Depository dated as of the Closing Date and pertaining
to the Book-Entry Certificates.

            (i)     The rights of the Certificateholders to receive
distributions from the proceeds of the Trust Fund with respect to the
Certificates, and all rights and interests of the Certificateholders in and to
such distributions, shall be as set forth in this Agreement. Neither the Holders
of any Class of Certificates nor any party hereto shall in any way be
responsible or liable to the Holders of any other Class of Certificates with
respect to amounts properly previously distributed on the Certificates.

            (j)     Except as otherwise provided in Section 9.01, whenever the
Trustee receives written notification of or expects that the final distribution
with respect to any Class of Certificates (determined, in the case of a Class of
Principal Balance Certificates, without regard to any possible future
reimbursement of any related Loss Reimbursement Amount) will be made on the next
Distribution Date, the Trustee shall, as soon as reasonably practicable and, in
any event, 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


                                      -270-



                    (ii)    no interest shall accrue on such Certificates from
      and after the end of the Interest Accrual Period for such Distribution
      Date.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(j) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, then the Trustee, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such non-tendering
Certificateholders following the first anniversary of the delivery of such
second notice thereto shall be paid out of such funds. No interest shall accrue
or be payable to any former Holder on any amount held in trust pursuant to this
paragraph. If all of the Certificates as to which notice has been given pursuant
to this Section 4.01(j) shall not have been surrendered for cancellation by the
second anniversary of the delivery of the second notice, the Trustee shall,
subject to applicable law, distribute to the Class R-III Certificateholders all
unclaimed funds and other assets which remain subject thereto.

            (k)     Notwithstanding any other provision of this Agreement, the
Trustee shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Trustee reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. If the Trustee
does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholder.

            (l)     All distributions made in respect of each Class of Principal
Balance Certificates on each Distribution Date (including the Final Distribution
Date) pursuant to Section 4.01(a), Section 4.01(b) or Section 4.01(d) shall be
deemed to have first been distributed on such Distribution Date from REMIC II to
REMIC III with respect to the Corresponding REMIC II Regular Interest(s) for
such Class of Certificates; and all distributions made with respect to each
Class of Interest-Only Certificates on each Distribution Date pursuant to
Section 4.01(a) or Section 4.01(d) and allocable to any particular REMIC III
Component of such Class of Certificates, shall be deemed to have first been
distributed on such Distribution Date from REMIC II to REMIC III in respect of
the Corresponding REMIC II Regular Interest for such REMIC III Component. In
each case, if such distribution on any such Class of Certificates was a
distribution of accrued interest, of principal, of additional interest (in the
form of Net Prepayment Consideration or any portion thereof) or in reimbursement
of any Loss Reimbursement Amount with respect to such Class of Certificates,
then the corresponding distribution deemed to be made on a REMIC II Regular
Interest pursuant to the preceding sentence (and, if applicable, the following
paragraph of this Section 4.01(l)) shall be deemed to also be, respectively, a
distribution of accrued interest, of principal, of additional interest (in the
form of Net Prepayment Consideration or any portion thereof) or in reimbursement
of any Loss Reimbursement Amount with respect to such REMIC II Regular Interest.


                                      -271-



            If a Class of Principal Balance Certificates has two or more
Corresponding REMIC II Regular Interests, then:

                    (i)     deemed distributions of accrued interest made on
      such Corresponding REMIC II Regular Interests on any Distribution Date
      shall be allocated between or among them, as applicable, on a pro rata
      basis in accordance with the respective amounts of Uncertificated
      Distributable Interest in respect of such Corresponding REMIC II Regular
      Interests for such Distribution Date and, to the extent not previously
      deemed distributed, for all prior Distribution Dates, if any;

                    (ii)    deemed distributions of principal made on such
      Corresponding REMIC II Regular Interests on any Distribution Date shall be
      allocated to them in numeric order (i.e., from lowest number to highest
      number) of the respective ending numbers of the respective alphanumeric
      designations for such Corresponding REMIC II Regular Interests, in each
      case up to an amount equal to the Uncertificated Principal Balance of the
      subject Corresponding REMIC II Regular Interest outstanding immediately
      prior to such Distribution Date (such that no deemed distributions of
      principal will be made on any such Corresponding REMIC II Regular Interest
      until the Uncertificated Principal Balance of each other such
      Corresponding REMIC II Regular Interest, if any, with an alphanumeric
      designation that ends in a lower number, has been paid in full);

                    (iii)   deemed distributions of additional interest (in
      the form of Net Prepayment Consideration or any portion thereof) made on
      such Corresponding REMIC II Regular Interests on any Distribution Date
      shall be allocated between or among them, as applicable, on a pro rata
      basis in accordance with the respective amounts of principal deemed
      distributed in respect of such Corresponding REMIC II Regular Interests on
      such Distribution Date; and

                    (iv)    deemed distributions made on such Corresponding
      REMIC II Regular Interests on any Distribution Date in reimbursement of
      the Loss Reimbursement Amounts with respect thereto shall be allocated to
      them in the same order that deemed distributions of principal made on such
      Corresponding REMIC II Regular Interests are allocated to them pursuant to
      subclause (ii) of this paragraph, in each case up to the amount of the
      Loss Reimbursement Amount with respect to the subject REMIC II Regular
      Interest for such Distribution Date.

            The actual distributions made by the Trustee on each Distribution
Date in respect of the REMIC III Certificates pursuant to Section 4.01(a),
Section 4.01(b), Section 4.01(c) or Section 4.01(d), as applicable, shall be
deemed to have been so made from the amounts deemed distributed with respect to
the REMIC II Regular Interests on such Distribution Date pursuant to this
Section 4.01(l). Notwithstanding the deemed distributions on the REMIC II
Regular Interests described in this Section 4.01(l), actual distributions of
funds from the Collection Account shall be made only in accordance with Section
4.01(a), Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section 4.01(e),
as applicable.

            (m)     On each Distribution Date, through and including the Final
Distribution Date, the ______________ Available Distribution Amount for such
Distribution Date shall be deemed to have been distributed from REMIC I to REMIC
II for the following purposes and in the following order of priority, in each
case to the extent of the remainder of such funds:


                                      -272-



                    (i)     as deemed distributions of interest with respect to
      REMIC I Regular Interest ___-A, up to an amount equal to all
      Uncertificated Distributable Interest with respect to such REMIC I Regular
      Interest for such Distribution Date and, to the extent not previously
      deemed distributed, for all prior Distribution Dates, if any;

                    (ii)    as deemed distributions of principal with respect
      to REMIC I Regular Interest ___-A, up to an amount (not to exceed the
      Uncertificated Principal Balance of REMIC I Regular Interest ___-A
      immediately prior to such Distribution Date) equal to the portion of the
      Principal Distribution Amount for such Distribution Date attributable to
      the ______________ Trust Mortgage Loan or any successor REO Trust Mortgage
      Loan with respect thereto;

                    (iii)   as deemed distributions of reimbursement with
      respect to REMIC I Regular Interest ___-A, up to an amount equal to any
      Loss Reimbursement Amount with respect to such REMIC I Regular Interest
      for such Distribution Date (with compounded interest at the related REMIC
      I Remittance Rate in effect from time to time on the aggregate amount of
      unreimbursed reductions made from time to time in the Uncertificated
      Principal Balance of such REMIC I Regular Interest pursuant to Section
      4.04(c));

                    (iv)    as deemed distributions of interest with respect to
      REMIC I Regular Interest ___-B, up to an amount equal to all
      Uncertificated Distributable Interest with respect to such REMIC I Regular
      Interest for such Distribution Date and, to the extent not previously
      deemed distributed, for all prior Distribution Dates, if any;

                    (v)     as deemed distributions of principal with respect to
      REMIC I Regular Interest ___-B, up to an amount (not to exceed the
      Uncertificated Principal Balance of REMIC I Regular Interest ___-B
      outstanding immediately prior to such Distribution Date) equal to the
      excess, if any, of (A) the portion of the Principal Distribution Amount
      for such Distribution Date attributable to the ______________ Trust
      Mortgage Loan or any successor REO Trust Mortgage Loan with respect
      thereto, over (B) the Uncertificated Principal Balance of REMIC I Regular
      Interest ___-A outstanding immediately prior to such Distribution Date;
      and

                    (vi)    as deemed distributions of reimbursement with
      respect to REMIC I Regular Interest ___-B, up to an amount equal to the
      Loss Reimbursement Amount with respect to such REMIC I Regular Interest
      for such Distribution Date (with compounded interest at the related REMIC
      I Remittance Rate in effect from time to time on the aggregate amount of
      unreimbursed reductions made from time to time in the Uncertificated
      Principal Balance of such REMIC I Regular Interest pursuant to Section
      4.04(c));

provided that, if any amounts that would otherwise constitute part of the
______________ Available Distribution Amount for any Distribution Date are
applied to pay or reimburse any Nonrecoverable Advance or Additional Trust Fund
Expense with respect to any Mortgage Loan or REO Property other than the
Cherryvale Trust Mortgage Loan or any related REO Property, then such amounts
shall be deemed to be distributed on such Distribution Date from REMIC I to
REMIC II with respect to, and in satisfaction of amounts payable on, REMIC I
Regular Interest ___-A pursuant to clauses (i), (ii) and (iii) above as
interest, principal and loss reimbursement, respectively, and prior to any
application of the actual available funds constituting such ______________
Available Distribution Amount.


                                      -273-



            On each Distribution Date, through and including the Final
Distribution Date, any portion of the Available Distribution Amount for such
date allocable to the ______________ Loan Component A-1b shall be deemed to have
first been distributed from REMIC I to REMIC II for the following purposes and
in the following order of priority, in each case to the extent of the remainder
of such funds;

                    (i)     as deemed distributions of interest with respect to
      REMIC I Regular Interest ___-B, up to an amount equal to all
      Uncertificated Distributable Interest with respect to such REMIC I Regular
      Interest for such Distribution Date and, to the extent not previously
      deemed distributed, for all prior Distribution Dates, if any;

                    (ii)    as deemed distributions of principal with respect
      to REMIC I Regular Interest ___-B, up to an amount equal to the portion of
      the Principal Distribution Amount for such Distribution Date attributable
      to the ______________ Loan Component A-1b; and

                    (iii)   as deemed distributions of reimbursement with
      respect to REMIC I Regular Interest ___-B, up to an amount equal to any
      Loss Reimbursement Amount with respect to such REMIC I Regular Interest
      for such Distribution Date (with compounded interest at the related REMIC
      I Remittance Rate in effect from time to time on the aggregate amount of
      unreimbursed reductions made from time to time in the Uncertificated
      Principal Balance of such REMIC I Regular Interest pursuant to Section
      4.04(c)).

            On each Distribution Date, through and including the Final
Distribution Date, the Available Distribution Amount (exclusive of amounts
distributed pursuant to the preceding two (2) paragraphs) for such Distribution
Date shall be deemed to have been distributed from REMIC I to REMIC II for the
following purposes and in the following order of priority, in each case to the
extent of the remainder of such funds:

                    (i)     as deemed distributions of interest with respect to
      all the REMIC I Regular Interests (exclusive of REMIC I Regular Interest
      ___-A, REMIC I Regular Interest ___-B and REMIC I Regular Interest ___-B),
      up to an amount equal to, and pro rata in accordance with, all
      Uncertificated Distributable Interest with respect to each such REMIC I
      Regular Interest for such Distribution Date and, to the extent not
      previously deemed distributed, for all prior Distribution Dates, if any;

                    (ii)    as deemed distributions of principal with respect
      to all the REMIC I Regular Interests (exclusive of REMIC I Regular
      Interest ___-A, REMIC I Regular Interest ___-B and REMIC I Regular
      Interest ___-B), up to an amount equal to, and pro rata in accordance
      with, as to each such REMIC I Regular Interest, the portion of the
      Principal Distribution Amount for such Distribution Date attributable to
      the related Trust Mortgage Loan or any successor REO Trust Mortgage Loan
      with respect thereto (or, with respect to REMIC I Regular Interest ___-A,
      the ______________ Loan Component A-1a); and

                    (iii)   as deemed distributions of reimbursement with
      respect to all the REMIC I Regular Interests (exclusive of REMIC I Regular
      Interest ___-A, REMIC I Regular Interest ___-B and REMIC I Regular
      Interest ___-B), up to an amount equal to, and pro rata in accordance
      with, any Loss Reimbursement Amount with respect to each such REMIC I
      Regular Interest for such Distribution Date (with compounded interest at
      the related REMIC I Remittance Rate in effect from time to time on the
      aggregate amount of unreimbursed reductions made from time to


                                      -274-



      time in the Uncertificated Principal Balance of the subject REMIC I
      Regular Interest pursuant to Section 4.04(c)).

            Any Net Prepayment Consideration distributed to any Class of Regular
Interest Certificates on any Distribution Date shall, in each case, be deemed to
have been distributed on such Distribution Date from REMIC I to REMIC II in
respect of the REMIC I Regular Interest(s) corresponding to the prepaid Trust
Mortgage Loan or REO Trust Mortgage Loan (or, in the case of the ______________
Trust Mortgage Loan or any successor REO Trust Mortgage with respect thereto,
the corresponding ______________ Loan Component), as the case may be, in respect
of which such Net Prepayment Consideration was received.

            The actual distributions made by the Trustee on each Distribution
Date in respect of the REMIC III Certificates and the Class R-II Certificates
pursuant to Section 4.01(a), Section 4.01(b), Section 4.01(c) or Section
4.01(d), as applicable, as well as the deemed distributions made on each
Distribution Date in respect of the REMIC II Regular Interests pursuant to
Section 4.01(l), shall be deemed to have been so made from the amounts deemed
distributed with respect to the REMIC I Regular Interests on such Distribution
Date pursuant to this Section 4.01(m). Notwithstanding the deemed distributions
on the REMIC I Regular Interests described in this Section 4.01(m), actual
distributions of funds from the Collection Account shall be made only in
accordance with Section 4.01(a), Section 4.01(b), Section 4.01(c), Section
4.01(d) or Section 4.01(e), as applicable.

            (n)     On each Distribution Date, through and including the Final
Distribution Date, any portion of the Available Distribution Amount for such
date allocable to an Early Defeasance Trust Mortgage Loan (or any successor REO
Trust Mortgage Loan with respect thereto) shall be deemed to have first been
distributed from the related Loan REMIC to REMIC I in respect of the
corresponding Loan REMIC Regular Interest, in each case to the extent of the
remaining portions of such funds, for the following purposes and in the
following order of priority:

                    (i)     as deemed distributions of interest in respect of
      the related Loan REMIC Regular Interest, up to an amount equal to all
      Uncertificated Distributable Interest in respect of such Loan REMIC
      Regular Interest for such Distribution Date and, to the extent not
      previously deemed distributed, for all prior Distribution Dates, if any;

                    (ii)    as deemed distributions of principal in respect of
      the related Loan REMIC Regular Interest, up to an amount equal to the
      portion of the Principal Distribution Amount for such Distribution Date
      attributable to such Early Defeasance Trust Mortgage Loan (or any
      successor REO Trust Mortgage Loan with respect thereto); and

                    (iii)   as deemed distributions of reimbursement with
      respect to the related Loan REMIC Regular Interest, up to an amount equal
      to any Loss Reimbursement Amount with respect to the related Loan REMIC
      Regular Interest for such Distribution Date (with compounded interest at
      the related Loan REMIC Remittance Rate in effect from time to time on the
      aggregate amount of unreimbursed reductions made from time to time in the
      Uncertificated Principal Balance of the related Loan REMIC Regular
      Interest pursuant to Section 4.04(d)).

            Any Net Prepayment Consideration distributed to any Class of Regular
Interest Certificates on any Distribution Date that is allocable to an Early
Defeasance Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto) shall, in each case, be deemed to have


                                      -275-



been distributed on such Distribution Date from the related Loan REMIC to REMIC
I in respect of the Loan REMIC Regular Interest corresponding to the prepaid
Early Defeasance Trust Mortgage Loan (or any successor REO Trust Mortgage Loan
with respect thereto) as to which such Net Prepayment Consideration was
received.

            The actual distributions made by the Trustee on each Distribution
Date in respect of the REMIC III Certificates, the Class R-II Certificates and
the Class R-I Certificates pursuant to Section 4.01(a), Section 4.01(b), Section
4.01(c) or Section 4.01(d), as applicable, shall be deemed to have been so made
in part from the amounts deemed distributed with respect to the Loan REMIC
Regular Interests, if any, on such Distribution Date pursuant to this Section
4.01(n). Notwithstanding the deemed distributions on the Loan REMIC Regular
Interests, if any, described in this Section 4.01(n), 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 4.01(e),
as applicable.

            Notwithstanding the foregoing, the applicability of this Section
4.01(n) shall be subject to Section 2.06(b).

            SECTION 4.02.     Statements to Certificateholders and Others.

            (a)     The Trustee shall prepare and, on each Distribution Date,
shall provide or make available electronically to the Depositor, the
Underwriters, the Master Servicer, the Special Servicer, the Controlling Class
Representative, each Loan-Specific Class Representative, each Rating Agency, the
Holders of each Class of Certificates and, upon their written request to the
Trustee, any Certificate Owners of the Book-Entry Certificates as may be
identified to the reasonable satisfaction of the Trustee, a statement,
substantially in the form attached hereto as Exhibit B (a "Distribution Date
Statement"), together with the CMSA Bond Level File, the CMSA Collateral Summary
File and the Mortgage Pool Data Update Report, based on information provided to
it by the Master Servicer and/or the Special Servicer, setting forth, without
limitation:

                    (i)     the amount of the distribution on such Distribution
      Date to the Holders of each Class of Principal Balance Certificates in
      reduction of the Class Principal Balance thereof;

                    (ii)    the amount of the distribution on such Distribution
      Date to the Holders of each Class of Regular Interest Certificates
      allocable to Distributable Certificate Interest;

                    (iii)   the amount of the distribution on such
      Distribution Date to the Holders of each Class of Regular Interest
      Certificates allocable to Prepayment Consideration;

                    (iv)    the amount of the distribution on such Distribution
      Date to the Holders of each Class of Principal Balance Certificates in
      reimbursement of any related Loss Reimbursement Amount for such
      Distribution Date;

                    (v)     the total payments and other collections Received by
      the Trust during the related Collection Period, the fees and expenses paid
      therefrom (with an identification of the general purpose of such fees and
      expenses and the party receiving such fees and expenses), the Available
      Distribution Amount for such Distribution Date, the Net Available
      Distribution Amount for such Distribution Date and the respective portions
      of such Net Available


                                      -276-



      Distribution Amount attributable to each Loan Group, the Class ___
      Available Distribution Amount for such Distribution Date and the Class ___
      Available Distribution Amount for such Distribution Date;

                    (vi)    the aggregate amount of P&I Advances (and/or
      ____________________ P&I Advances) made in respect of the Mortgage Pool
      for such Distribution Date pursuant to Section 4.03(a) (or, if applicable,
      pursuant to the ____________________ Servicing Agreement);

                    (vii)   (A) the aggregate amount of unreimbursed P&I
      Advances (and/or ____________________ 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 (or, if applicable, the ____________________ Master Servicer) in
      respect of any such unreimbursed P&I Advances in accordance with Section
      4.03(d) (or, if applicable, any such unreimbursed ____________________ P&I
      Advances in accordance with the ____________________ Servicing Agreement)
      as of the close of business on such related Determination Date and (B) the
      aggregate amount of unreimbursed Servicing Advances (and/or comparable
      advances made in respect of an Outside Serviced Trust Mortgage Loan or
      related REO Property pursuant to the related Outside Servicing Agreement)
      that had been outstanding with respect to the Mortgage Pool as of the
      close of business on the related Determination Date (or, in the case of an
      Outside Serviced Trust Mortgage Loan or any related REO Property, as of
      the end of the related Underlying Collection Period) and the aggregate
      amount of interest accrued and payable to the Master Servicer, the Special
      Servicer, the Trustee or the Fiscal Agent (or, if applicable, to a party
      under an Outside Servicing Agreement) in respect of such unreimbursed
      Servicing Advances in accordance with Section 3.11(g) (or, if applicable,
      any such comparable advance(s) in accordance with the related Outside
      Servicing Agreement) as of the close of business on such related
      Determination Date (or, in the case of an Outside Serviced Trust Mortgage
      Loan or any related REO Property, as of the end of the related Underlying
      Collection Period);

                    (viii)  the aggregate unpaid principal balance of the
      Mortgage Pool, each Loan Group and the respective portions of the Split
      Trust Mortgage Loans or any successor REO Trust Mortgage Loans with
      respect thereto evidenced by the Loan-Specific Certificates outstanding as
      of the close of business on the related Determination Date (or, in the
      case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust
      Mortgage Loan with respect thereto, as of the end of the related
      Underlying Collection Period) and the aggregate Stated Principal Balance
      of the Mortgage Pool, each Loan Group and the respective portions of the
      Split Trust Mortgage Loans or any successor REO Trust Mortgage Loans with
      respect thereto evidenced by the Loan-Specific Certificates outstanding
      immediately before and immediately after such Distribution Date;

                    (ix)    the number, aggregate unpaid principal balance,
      weighted average remaining term to maturity and weighted average Mortgage
      Rate of the Trust Mortgage Loans (but not the REO Trust Mortgage Loans) as
      of the close of business on the related Determination Date (or, in the
      case of an Outside Serviced Trust Mortgage Loan, as of the end of the
      related Underlying Collection Period);


                                      -277-



                    (x)     the number, aggregate unpaid principal balance (as
      of the close of business on the related Determination Date (or, in the
      case of an Outside Serviced Trust Mortgage Loan, as of the end of the
      related Underlying Collection Period) and aggregate Stated Principal
      Balance (immediately after such Distribution Date) of Trust Mortgage Loans
      (A) delinquent 30 to 59 days, (B) delinquent 60 to 89 days, (C) delinquent
      90 or more days, (D) as to which foreclosure proceedings have been
      commenced, and (E) as to which, to the knowledge of the Master Servicer or
      the Special Servicer, as applicable, bankruptcy proceedings have commenced
      in respect of the related Mortgagor;

                    (xi)    as to each Trust Mortgage Loan referred to in the
      preceding clause (x) above, (A) the loan number thereof, (B) the Stated
      Principal Balance thereof immediately following such Distribution Date and
      (C) whether the delinquency is in respect of its Balloon Payment;

                    (xii)   with respect to any Trust Mortgage Loan that was
      the subject of any material modification, extension or waiver during the
      related Collection Period, (A) the loan number thereof, (B) the unpaid
      principal balance thereof and (C) a brief description of such
      modification, extension or waiver, as the case may be;

                    (xiii)  with respect to any Trust Mortgage Loan as to
      which an uncured and unresolved Material Breach or Material Document
      Defect is alleged to exist, (A) the loan number thereof, (B) the unpaid
      principal balance thereof, (C) a brief description of such Material Breach
      or Material Document Defect, as the case may be, and (D) the status of
      such Material Breach or Material Document Defect, as the case may be,
      including any actions known to the Trustee that are being taken by or on
      behalf of the Depositor (in the case of a Lehman Trust Mortgage Loan) or
      the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan)
      with respect thereto;

                    (xiv)   with respect to any Trust Mortgage Loan as to
      which a Liquidation Event occurred during the related Collection Period
      (or, in the case of a Final Recovery Determination with respect to an
      Outside Serviced Trust Mortgage Loan, during the related Underlying
      Collection Period), (A) the loan number thereof, (B) the nature of the
      Liquidation Event and, in the case of a Final Recovery Determination, a
      brief description of the basis for such Final Recovery Determination, (C)
      the aggregate of all Liquidation Proceeds and other amounts received in
      connection with such Liquidation Event (separately identifying the portion
      thereof allocable to distributions on the Certificates), and (D) the
      aggregate amount of any Realized Loss and Additional Trust Fund Expenses
      in connection with such Liquidation Event;

                    (xv)    with respect to any REO Property that was included
      (or an interest in which was included) in the Trust Fund as of the close
      of business on the related Determination Date (or, in the case of an
      Outside Administered REO Property, as of the end of the related Underlying
      Collection Period), the loan number of the related Trust Mortgage Loan,
      the book value of such REO Property and the amount of REO Revenues and
      other amounts, if any, Received by the Trust with respect to such REO
      Property during the related Collection Period (separately identifying the
      portion thereof allocable to distributions on the Certificates) and, if
      available, the Appraised Value of such REO Property as expressed in the
      most recent appraisal thereof and the date of such appraisal;


                                      -278-



                    (xvi)   with respect to any Trust Mortgage Loan as to
      which the related Mortgaged Property became an REO Property during the
      related Collection Period (or, in the case of an REO Acquisition of an
      Outside Administered REO Property, during the related Underlying
      Collection Period), the loan number of such Trust Mortgage Loan and the
      Stated Principal Balance of such Trust Mortgage Loan as of the related
      Acquisition Date;

                    (xvii)  with respect to any REO Property as to which a
      Final Recovery Determination was made during the related Collection Period
      (or, in the case of an Outside Administered REO Property, during the
      related Underlying Collection Period), (A) the loan number of the related
      Trust Mortgage Loan, (B) a brief description of the basis for the Final
      Recovery Determination, (C) the aggregate of all Liquidation Proceeds and
      other amounts Received by the Trust with respect to such REO Property
      during the related Collection Period (separately identifying the portion
      thereof allocable to distributions on the Certificates), (D) the aggregate
      amount of any Realized Loss and Additional Trust Fund Expenses in respect
      of the related REO Trust Mortgage Loan in connection with such Final
      Recovery Determination and (E), if available, the Appraised Value of such
      REO Property as expressed in the most recent appraisal thereof and the
      date of such appraisal;

                    (xviii) the Distributable Certificate Interest and
      Accrued Certificate Interest in respect of each Class of Regular Interest
      Certificates for such Distribution Date or the related Interest Accrual
      Period, as applicable;

                    (xix)   any unpaid Distributable Certificate Interest in
      respect of each Class of Regular Interest Certificates after giving effect
      to the distributions made on such Distribution Date, and if the full
      amount of the Adjusted Net Principal Distribution Amount, the Class ___
      Principal Distribution Amount or the Class ___ Principal Distribution
      Amount was not distributed on such Distribution Date, the portion of the
      shortfall affecting each Class of Principal Balance Certificates;

                    (xx)    the Pass-Through Rate for each Class of Regular
      Interest Certificates for such Distribution Date;

                    (xxi)   the Principal Distribution Amount, the Net
      Principal Distribution Amount, the Adjusted Net Principal Distribution
      Amount, the Class ___ Principal Distribution Amount and the Class ___
      Principal Distribution Amount, respectively, for such Distribution Date,
      separately identifying the respective components thereof (and, in the case
      of any Principal Prepayment or other unscheduled collection of principal
      Received by the Trust during the related Collection Period, the loan
      number for the related Trust Mortgage Loan and the amount of such
      prepayment or other collection of principal), and the respective portions
      of the Adjusted Net Principal Distribution Amount attributable to each
      Loan Group;

                    (xxii)  the aggregate of (A) all Realized Losses incurred
      during the related Collection Period (or, in the case of an Outside
      Serviced Trust Mortgage Loan or an Outside Administered REO Property,
      during the related Underlying Collection Period) and, as of the related
      Determination Date, from the Closing Date and (B) all Additional Trust
      Fund Expenses (with a description thereof) incurred during the related
      Collection Period (or, in the case of an Outside Serviced Trust Mortgage
      Loan or an Outside Administered REO Property, during the


                                      -279-



      related Underlying Collection Period) and, as of the related Determination
      Date, from the Closing Date;

                    (xxiii) the aggregate of all Realized Losses and
      Additional Trust Fund Expenses that remain unallocated immediately
      following such Distribution Date;

                    (xxiv)  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 pursuant to Section 4.04 on such Distribution Date;

                    (xxv)   the Certificate Factor for each Class of Regular
      Interest Certificates immediately following such Distribution Date;

                    (xxvi)  the aggregate amount of any interest on Advances
      in respect of the Mortgage Pool paid to the Master Servicer, the Trustee,
      the Fiscal Agent or any other party hereto during the related Collection
      Period in accordance with Section 3.11(g) and/or Section 4.03(d) (and the
      aggregate amount of interest on servicing advances in respect of an
      Outside Serviced Trust Mortgage Loan or any Outside Administered REO
      Property paid to any Outside Servicer or other applicable party during the
      related Underlying Collection Period in accordance with the related
      Outside Servicing Agreement);

                    (xxvii) (A) the loan number for each Required Appraisal
      Loan (and each Outside Serviced Trust Mortgage Loan or any successor REO
      Trust Mortgage Loan with respect thereto with a similar status under the
      related Outside Servicing Agreement) 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 (and each Outside Serviced Trust Mortgage
      Loan or any successor REO Trust Mortgage Loan with respect thereto with a
      similar status under the related Outside Servicing Agreement) as of the
      related Determination Date (or, in the case of an Outside Serviced Trust
      Mortgage Loan or any successor REO Trust Mortgage Loan with respect
      thereto, if applicable, as of the end of the related Underlying Collection
      Period);

                    (xxviii)on a cumulative basis from the Cut-off Date,
      the number, aggregate Stated Principal Balance immediately after such
      Distribution Date (in the case of subclauses (A), (B) and (E)), aggregate
      Cut-off Date Balance (in the case of subclauses (C) and (D)), weighted
      average extension period (except in the case of subclause (B) and which
      shall be zero in the case of subclause (C)), and weighted average
      anticipated extension period (in the case of subclause (B)) of Trust
      Mortgage Loans (A) as to which the maturity dates have been extended, (B)
      as to which the maturity dates are in the process of being extended, (C)
      that have paid off and were never extended, (D) as to which the maturity
      dates had previously been extended and have paid off and (E) as to which
      the maturity dates had been previously extended and are in the process of
      being further extended;

                    (xxix)  the original and then current credit support
      levels for each Class of Regular Interest Certificates;


                                      -280-



                    (xxx)   the original and then current ratings, if any, for
      each Class of Regular Interest Certificates;

                    (xxxi)  the aggregate amount of Prepayment Consideration
      Received by the Trust (A) during the related Collection Period and (B)
      during the period from and including the Closing Date to and including the
      related Determination Date;

                    (xxxii) (A) the aggregate amount of servicing
      compensation in respect of the Mortgage Pool (separately identifying the
      amount of each category of compensation) paid to the Master Servicer, the
      Special Servicer and, if payable directly out of the Trust Fund without a
      reduction in the servicing compensation otherwise payable to the Master
      Servicer or the Special Servicer, to each Sub-Servicer, during the related
      Collection Period, (B) the aggregate amount of servicing compensation in
      respect of each Outside Serviced Trust Mortgage Loan or any successor REO
      Trust Mortgage Loan with respect thereto (separately identifying the
      amount of each category of compensation) paid to the related Outside
      Servicers during the related Underlying Collection Period and (C) such
      other information as the Trustee is required by the Code or other
      applicable law to furnish to enable Certificateholders to prepare their
      tax returns; and

                    (xxxiii) the amounts, if any, actually distributed with
      respect to each Class of Residual Interest Certificates on such
      Distribution Date.

            In the case of information to be furnished pursuant to clauses (i)
through (iv) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per Single
Certificate. In the case of information provided to the Trustee as a basis for
information to be furnished pursuant to clauses (vi) through (xvii), (xxi),
(xxii), (xxiii), (xxvi), (xxvii), (xxviii), (xxxi), (xxxii) and (xxxiii) 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.

            Each Distribution Date Statement shall identify the Distribution
Date to which it relates and the Record Date, the Interest Accrual Period, the
Trust Determination Date and the Trust Collection Period that correspond to such
Distribution Date.

            The Trustee shall forward electronically a copy of each Distribution
Date Statement to the Depository.

            (b)     The Trustee shall make available each month, to
Certificateholders, Certificate Owners, the Underwriters, the Rating Agencies,
the Controlling Class Representative, any party hereto, any Person identified by
any Certificateholder or Certificate Owner as a prospective transferee or any
designee of the Depositor, via the Trustee's internet website, on a restricted
basis, with the use of a password provided by the Trustee to such Person upon
request and, in the case of a Certificateholder, a Certificate Owner or a
prospective transferee of a Certificate or any interest therein, upon receipt by
the Trustee from such Person of a certification substantially in the form of
Exhibit L-1 or Exhibit L-2, as applicable, all Certificateholder Reports and any
additional files containing substantially similar information in an alternative
format and, with the consent or at the direction of the Depositor, such other
information regarding the Certificates and/or the Mortgage Pool as the Trustee
may have in its possession. Notwithstanding the foregoing, any reports required
to be included in the Certificateholder


                                      -281-



Reports with respect to an Outside Serviced Trust Mortgage Loan or any Outside
Administered REO Property shall be forwarded or otherwise made available by the
Trustee in accordance with this paragraph only to the extent that such
information is actually received by the Trustee. The Trustee will make no
representations or warranties as to the accuracy or completeness of such
documents and will assume no responsibility therefor.

            The Trustee's internet website shall initially be located at
"____________" or at such other address as shall be specified by the Trustee
from time to time in the Distribution Date Statement and in one or more written
notices delivered to the parties hereto, the Controlling Class Representative
(if any), the Certificateholders and the Rating Agencies. In connection with
providing access to the Trustee's internet website, the Trustee may require the
acceptance of a disclaimer. The Trustee shall not be liable for the
dissemination of information in accordance with this Agreement.

            The Master Servicer may, but is not required to, make available each
month, to Certificateholders, Certificate Owners (that have been confirmed as
such by the Trustee), the Controlling Class Representative, the Underwriters,
the Rating Agencies or any party hereto, the Certificateholder Reports, on its
internet website. The Master Servicer will make no representations or warranties
as to the accuracy or completeness of any report not prepared by it and will
assume no responsibility for any information for which it is not the original
source.

            The Master Servicer's internet website shall initially be located at
"____________" or at such other address as shall be specified by the Master
Servicer from time to time in one or more written notices delivered to the other
parties hereto, the Controlling Class Representative (if any), the
Certificateholders and the Rating Agencies. In connection with providing access
to the Master Servicer's internet website, the Master Servicer may require
registration, issuance and use of a password and username, execution of an
access agreement and acceptance of a disclaimer. The Master Servicer shall not
be liable for the dissemination of information to Certificateholders and
Certificate Owners in accordance with this Agreement. Access to the Master
Servicer's internet website shall be coordinated with the Trustee and shall be
with the use of a password provided by the Master Servicer, which, in the case
of a Certificateholder or a Certificate Owner, shall only be provided upon
receipt by the Master Servicer from such Person of a certification substantially
in the form of Exhibit L-1. Notwithstanding the foregoing, upon the Depositor's
notifying the Master Servicer that the Non-Registered Certificates have been
sold by the Underwriters to unaffiliated third parties, the Master Servicer may
make the Servicer Reports available on its internet website without a password,
provided that, for so long as reports are required to be filed with the
Commission in respect of the Trust pursuant to Section 15(d) of the Exchange
Act, the subject reports shall have been previously filed with the Commission
(which shall be confirmed by the Master Servicer by request made to the
Trustee).


            (c)     If the Master Servicer or the Special Servicer, as the case
may be, delivers a Supplemental Report to the Trustee, in accordance with the
first paragraph of Section 3.12(d), then the Trustee shall include the
Supplemental Report in or as an attachment to the Distribution Date Statement
for the following Distribution Date and, to the extent required by Section
8.15(a), shall file such Supplemental Report, together with such Distribution
Date Statement, on the related Distribution Report on Form 10-D. In addition,
during any fiscal year of the Trust until the Trustee provides written notice
that it has filed a Form 15 with respect to the Trust as to that fiscal year in
accordance with Section 8.15(c), in the event the Master Servicer or the Special
Servicer (with respect to the Special Servicer, solely with respect to Specially
Serviced Mortgage Loans and Administered REO Properties and any



                                      -282-



material impairment to any such Mortgage Loan or REO Property) delivers a
Supplemental Report, in accordance with the second paragraph of Section 3.12(d),
regarding the occurrence of any event specified under Section 8.15(b), the
Trustee shall file such information on a Current Report on Form 8-K in
accordance with Section 8.15(a).

            During any period that reports are required to be filed with the
Commission with respect to the Trust pursuant to Section 15(d) of the Exchange
Act, each recipient of a Certificateholder Report, a CMSA NOI Adjustment
Worksheet or a CMSA Operating Statement Analysis Report shall be deemed to have
agreed to keep confidential the information therein until such statement or
report is filed with the Commission, and each Certificateholder Report, CMSA NOI
Adjustment Worksheet and CMSA Operating Statement Analysis Report shall bear a
legend to the effect that: "Until this statement/report is filed with the
Commission with respect to the Trust pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended, the recipient hereof shall be deemed to keep
the information contained herein confidential and such information will not,
without the prior consent of the Master Servicer or the Trustee, be disclosed by
such recipient or by its officers, directors, partners, employees, agents or
representatives in any manner whatsoever, in whole or in part."

            (d)     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 Master Servicer may conclusively rely on any information
provided by the respective Mortgage Loan Sellers or any Mortgagor with respect
to the CMSA Loan Periodic Update File, CMSA Loan Setup File, CMSA Property File
and CMSA Financial File.

            (e)     Within a reasonable period of time after the end of each
calendar year, upon request, the Trustee shall send to each Person who at any
time during the calendar year was a Certificateholder of record, a report
summarizing on an annual basis (if appropriate) the items relating to
distributions of interest (including any Prepayment Consideration and Additional
Interest) and principal to such Certificateholder during such calendar year (or
the applicable portion of such calendar year during which such Person was a
Certificateholder) set forth in the Distribution Date Statements and such other
information as may be required to enable such Certificateholder to prepare its
federal income tax returns. Such information shall include the amount of
original issue discount accrued on each Class of Certificates and information
regarding the expenses of the Trust Fund. Such requirement shall be deemed to be
satisfied to the extent such information is provided pursuant to applicable
requirements of the Code from time to time in force.

            (f)     Upon receipt of notice from the Depositor that the
Underwriters have sold the Non-Registered Certificates to unaffiliated third
parties, the Trustee shall make available electronically or, if so requested,
forward by hard copy, on each Distribution Date, to (i) Trepp, LLC (at 477
Madison Avenue, 18th Floor, New York, New York 10022 or such other address as
Trepp, LLC may designate), (ii) Intex Solutions, Inc. (at 110 A Street, Needham,
Massachusetts 02494, or such other address as Intex Solutions, Inc. may
hereafter designate), (iii) Charter Research Corporation (at Two Oliver Street,
10th Floor, Boston, Massachusetts 02109-4904, or such other address as Charter
Research Corporation may


                                      -283-



hereafter designate), and (iv) any other similar third party information
provider designated by the Depositor, a copy of the reports made available to
the Holders of the Certificates on such Distribution Date as described above.

            (g)     Upon written request of the Depositor or any Underwriter,
without payment of any fee, and upon written request of any Certificateholder or
any other Person, together with payment of a reasonable fee specified by the
Trustee, the Trustee shall provide any statements, reports and/or information
contemplated by this Section 4.02 electronically to such party (such electronic
distribution and such statements, reports, and/or information thereon to bear
such appropriate disclaimers and qualifications as the Depositor and the Trustee
shall determine in their reasonable discretion).

            If any Certificate Owner does not receive through the Depository or
any of its Depository Participants any of the statements, reports and/or other
written information described above in this Section 4.02 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.

            (h)     The Trustee shall only be obligated to deliver the
statements, reports and information contemplated by this Section 4.02 to the
extent it receives, in the format required by this Agreement, the necessary
underlying information from the Master Servicer or the Special Servicer, as
applicable, and shall not be liable for any failure to deliver any thereof on
the prescribed due dates, to the extent caused by failure to receive timely such
underlying information. Nothing herein shall obligate the Trustee, the Master
Servicer or the Special Servicer to violate any applicable law prohibiting
disclosure of information with respect to any Mortgagor and the failure of the
Trustee, Master Servicer or the Special Servicer to disseminate information for
such reason shall not be a breach hereof.

            (i)     The information to be furnished by the Trustee to the
Certificateholders pursuant to this Section 4.02 shall not limit the Trustee in
furnishing any such information to other Persons to whom it determines such
disclosure to be appropriate and shall not limit the Trustee in furnishing to
Certificateholders or to any Person any other information with respect to the
Trust Mortgage Loans, the Mortgaged Properties or the Trust Fund as may be
provided to it by the Depositor, the Master Servicer or the Special Servicer or
gathered by it in any investigation or other manner from time to time (such
information, other than as described in this Section 4.02, is referred to herein
as "Additional Information") as it may reasonably deem necessary or appropriate
from time to time, provided that (A) the Trustee shall give the Depositor three
(3) Business Days' advance notice before doing so, (B) any such Additional
Information shall only be furnished with the consent or at the request of the
Depositor (except pursuant to clause (E) below), (C) the Trustee shall be
entitled to indicate the source of all information furnished by it, and the
Trustee may affix thereto any disclaimer it deems appropriate in its reasonable
discretion, (D) the Trustee shall notify Certificateholders of the availability
of any such information in any manner as it, in its sole discretion, may
determine, and (E) this provision shall not prevent the Trustee, whether with or
without the consent of the Depositor, from furnishing information with respect
to the Trust Fund and its administration thereof to any Person, if it reasonably
determines


                                      -284-



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.

            SECTION 4.03.     P&I Advances With Respect to the Mortgage Pool.

            (a)     On or before 2:00 p.m., New York City time, on each Trust
Master Servicer Remittance Date, the Master Servicer shall, subject to Section
4.03(c) below, satisfy its obligations to make any required P&I Advances with
respect to the related Distribution Date in respect of the Mortgage Pool, first,
by transferring to the Trustee for deposit in the Collection Account amounts
then held in the Pool Custodial Account for future distribution to
Certificateholders in subsequent months in discharge of such obligations, and
second, by remitting its own funds to the Trustee for deposit in the Collection
Account in an amount equal to the remaining portion of such required P&I
Advances. Any amounts held in the Pool Custodial Account for future distribution
and so used to make P&I Advances shall be appropriately reflected in the Master
Servicer's records and replaced by the Master Servicer by deposit in the Pool
Custodial Account on or before the next succeeding applicable Determination Date
(to the extent not previously replaced through the deposit of Late Collections
of the delinquent principal and interest in respect of which such P&I Advances
were made). If, as of 4:00 p.m., New York City time, on any Trust Master
Servicer Remittance Date, the Master Servicer shall not have made any P&I
Advance required to be made on such date pursuant to this Section 4.03(a) (and
shall not have delivered to the Trustee the requisite Officer's Certificate and
any required supporting documentation related to a determination of
nonrecoverability of a P&I Advance), then the Trustee shall provide notice of
such failure to a Servicing Officer of the Master Servicer by facsimile
transmission sent to telecopy no. (704) 715-0036 (or such alternative number
provided by the Master Servicer to the Trustee in writing) and by telephone at
telephone no. (704) 593-7682 or (704) 593-7867 (or such alternative number
provided by the Master Servicer to the Trustee in writing) as soon as possible,
but in any event before 5:00 p.m., New York City time, on such Trust Master
Servicer Remittance Date. If after such notice by facsimile, the Trustee does
not receive the full amount of such P&I Advances by 10:00 a.m., New York City
time, on the related Distribution Date, then the Trustee (or 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 Trust Master Servicer
Remittance Date. If the Trustee fails to make any such P&I Advance on the
related Distribution Date, but the Fiscal Agent makes such P&I Advance on such
date, then the Trustee shall be deemed not to be in default hereunder.

            No party hereto shall be required to make a P&I Advance with respect
to any Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect
thereto.

            (b)     The aggregate amount of P&I Advances to be made by the
Master Servicer, the Trustee or the Fiscal Agent, as the case may be, pursuant
to this Section 4.03 in respect of any Distribution Date shall, subject to
Section 4.03(c) below, equal the aggregate of all Monthly Payments (other than
Balloon Payments) and any Assumed Monthly Payments, in each case net of related
Master Servicing Fees and Workout Fees (and, in the case of each Outside
Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto, further net of any related similar fees payable to third
parties with respect to the subject Outside Serviced Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto pursuant to the related
Outside Servicing Agreement) due or deemed due, as the case may be, in respect
of the Trust Mortgage Loans (including


                                      -285-



Balloon Trust Mortgage Loans delinquent as to their respective Balloon Payments)
and any REO Trust Mortgage Loans in the Mortgage Pool on their respective Due
Dates during the calendar month in which the subject Distribution Date occurs,
in each case to the extent such amount was not Received by the Trust (including
as net income from any related REO Property or, in the case of the
____________________ Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto, in the form of an ____________________ P&I Advance)
as of the end of the related Collection Period; provided that--

                    (i)     if it is determined by the applicable Outside
      Servicer and reported to the applicable parties hereunder that an
      Appraisal Reduction Amount exists with respect to any Outside Serviced
      Loan Combination, and a portion of such Appraisal Reduction Amount is
      allocable to the Trust Mortgage Loan or any successor REO Trust Mortgage
      Loan with respect thereto, as applicable, that is part of such Outside
      Serviced Loan Combination, then the interest portion of each P&I Advance,
      if any, required to be made pursuant to this Section 4.03 with respect to
      such Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
      respect thereto, as the case may be, during the period that such Appraisal
      Reduction Amount continues to exist, shall be reduced to equal the product
      of (A) the amount of the interest portion of the subject P&I Advance that
      would otherwise be required to be made under this Section 4.03 with
      respect to such Trust Mortgage Loan or any successor REO Trust Mortgage
      Loan with respect thereto, as the case may be, without regard to this
      proviso, multiplied by (B) a fraction, the numerator of which is equal to
      the Stated Principal Balance of such Trust Mortgage Loan or any successor
      REO Trust Mortgage Loan with respect thereto, as the case may be, reduced
      (to not less than zero) by the portion of any Appraisal Reduction Amount
      in respect of the subject Outside Serviced Loan Combination that is
      allocable to such Trust Mortgage Loan or any successor REO Trust Mortgage
      Loan with respect thereto, as the case may be, and the denominator of
      which is equal to the then Stated Principal Balance of such Trust Mortgage
      Loan or any successor REO Trust Mortgage Loan with respect thereto, as the
      case may be;

                    (ii)    if it is determined that an Appraisal Reduction
      Amount exists with respect to any Serviced Loan Combination and, further,
      that a portion of such Appraisal Reduction Amount is allocable to the
      Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable, that is
      part of such Serviced Loan Combination, then the interest portion of each
      P&I Advance, if any, required to be made pursuant to this Section 4.03
      with respect to such Trust Mortgage Loan or REO Trust Mortgage Loan, as
      the case may be, during the period that such Appraisal Reduction Amount
      continues to exist, shall be reduced to equal the product of (A) the
      amount of the interest portion of the subject P&I Advance that would
      otherwise be required to be made under this Section 4.03 with respect to
      such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be,
      without regard to this proviso, multiplied by (B) a fraction, the
      numerator of which is equal to the then Stated Principal Balance of such
      Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be,
      reduced (to not less than zero) by the portion of such Appraisal Reduction
      Amount with respect to the subject Serviced Loan Combination that is
      allocable to such Trust Mortgage Loan or REO Trust Mortgage Loan, as the
      case may be, and the denominator of which is equal to the then Stated
      Principal Balance of such Trust Mortgage Loan or REO Trust Mortgage Loan,
      as the case may be; and

                    (iii)   if it is determined that an Appraisal Reduction
      Amount exists with respect to any Trust Mortgage Loan or REO Trust
      Mortgage Loan that is not part of a Loan


                                      -286-



      Combination, then the interest portion of each P&I Advance, if any,
      required to be made pursuant to this Section 4.03 with respect to such
      Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be, during
      the period that such Appraisal Reduction Amount continues to exist, shall
      be reduced to equal the product of (A) the amount of the interest portion
      of the subject P&I Advance that would otherwise be required to be made
      under this Section 4.03 in respect of such Trust Mortgage Loan or REO
      Trust Mortgage Loan, as the case may be, without regard to this proviso,
      multiplied by (B) a fraction, the numerator of which is equal to the then
      Stated Principal Balance of such Trust Mortgage Loan or REO Trust Mortgage
      Loan, as the case may be, reduced (to not less than zero) by such
      Appraisal Reduction Amount, and the denominator of which is equal to the
      then Stated Principal Balance of such Trust Mortgage Loan or REO Trust
      Mortgage Loan, as the case may be;

and provided, further, that the existence of an Appraisal Reduction Amount with
respect to, or that is allocable to, any Trust Mortgage Loan or REO Trust
Mortgage Loan shall not affect the principal portion of any required P&I Advance
with respect thereto. Any reduction in a P&I Advance with respect to the
______________ Trust Mortgage Loan or any successor REO Trust Mortgage Loan
pursuant to this paragraph shall be applied, to the fullest extent possible, in
reduction of the portion of such P&I Advance allocable to the ______________
Loan Component A-1b, before being applied in reduction of the portion of the P&I
Advance allocable to the ______________ Loan Component A-1a.

            For purposes of determining the amount of P&I Advances to be made
with respect to any Distribution Date, if an Appraisal Reduction Amount exists
with respect to any Serviced Loan Combination or Split Trust Mortgage Loan, then
such Appraisal Reduction Amount shall be allocated among the Mortgage Loans or
REO Mortgage Loans, as applicable, in the subject Loan Combination and between
the ______________ Loan Component A-1a and the ______________ Loan Component
A-1b that comprise the ______________ Mortgage Loan or related REO Trust
Mortgage Loan, as applicable, as follows:

                    (i)     with respect to the ______________ Loan Combination,
      any Appraisal Reduction Amount shall be allocated, first, to the
      ______________ Loan Component A-1b (up to the amount of the outstanding
      principal balance of, and all accrued and unpaid interest (other than
      Default Interest) on, the ______________ Loan Component A-1b), and then,
      on a pro rata basis by balance, between the ______________ Loan Component
      A-1a and the ______________ Non-Trust Mortgage Loan (or any successor REO
      Mortgage Loan with respect thereto);

                    (ii)    with respect to each Serviced A/B Loan Combination,
      any Appraisal Reduction Amount shall, in each case, be allocated, first,
      to the related Serviced Note B Non-Trust Mortgage Loan (up to the amount
      of the outstanding principal balance of, and all accrued and unpaid
      interest (other than Default Interest) on, such Serviced Note B Non-Trust
      Mortgage Loan (or any successor REO Mortgage Loan with respect thereto)),
      and then, to the related Serviced Note A Trust Mortgage Loan (or any
      successor REO Mortgage Loan with respect thereto); and

                    (iii)   with respect to the ______________ Trust Mortgage
      Loan or any successor REO Trust Mortgage Loan, any Appraisal Reduction
      Amount shall be allocated, first, to the portion of that Trust Mortgage
      Loan or REO Trust Mortgage Loan, as the case may be, represented by the
      Class ___ Certificates (up to the amount of the outstanding principal
      balance


                                      -287-



      of that portion), and then, to the remaining portion of that Trust
      Mortgage Loan or REO Trust Mortgage Loan, as the case may be.

            If the Master Servicer, the Trustee or the Fiscal Agent makes a P&I
Advance with respect to an Outside Serviced Trust Mortgage Loan or any successor
REO Trust Mortgage Loan with respect thereto, then it shall promptly so notify
the related Outside Master Servicer of each such P&I Advance so made thereby and
shall seek reimbursement for such P&I Advance (together with interest thereon)
out of amounts otherwise payable with respect to the Outside Serviced Loan
Combination that includes such Outside Serviced Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto, to the maximum extent
permitted by, and out of amounts specified for such purpose under, the related
Co-Lender Agreement and/or the related Outside Servicing Agreement.

            (c)     Notwithstanding anything herein to the contrary, no P&I
Advance shall be required to be made under this Section 4.03 if such P&I Advance
would, if made, constitute a Nonrecoverable P&I Advance. The Trustee and the
Fiscal Agent shall be entitled to rely, conclusively, on any determination by
the Master Servicer that a P&I Advance, if made pursuant to this Section 4.03,
would be a Nonrecoverable P&I Advance; provided, however, that if the Master
Servicer has failed to make a P&I Advance pursuant to this Section 4.03 for
reasons other than a determination by the Master Servicer that such P&I Advance
would be a Nonrecoverable P&I Advance or for the reasons contemplated by the
following paragraphs of this Section 4.03(c), the Trustee or the Fiscal Agent
shall make such Advance within the time periods required by Section 4.03(a)
unless the Trustee or such Fiscal Agent, in its good faith, reasonable
discretion, makes a determination prior to the times specified in Section
4.03(a) that such P&I Advance would be a Nonrecoverable P&I Advance. Upon
determining that any P&I Advance previously made or proposed to be made pursuant
to this Section 4.03 with respect to any Specially Serviced Trust Mortgage Loan
or any REO Trust Mortgage Loan or, if applicable, any ______________ Loan
Component is or would, if made, constitute a Nonrecoverable P&I Advance, the
Special Servicer shall report its determination to the Master Servicer, the
Trustee and the Fiscal Agent. The Master Servicer, the Trustee and the Fiscal
Agent shall be entitled to conclusively rely on any determination by the Special
Servicer that a P&I Advance made or proposed to be made pursuant to this Section
4.03 with respect to any Specially Serviced Trust Mortgage Loan or any REO Trust
Mortgage Loan or, if applicable, any ______________ Loan Component would be a
Nonrecoverable P&I Advance. Any determination by the Master Servicer or the
Special Servicer that the Master Servicer has made a Nonrecoverable P&I Advance
pursuant to this Section 4.03, or that any proposed P&I Advance, if made
pursuant to this Section 4.03, would constitute a Nonrecoverable P&I Advance,
shall be evidenced by an Officer's Certificate delivered to the Trustee, the
Fiscal Agent and the Depositor (and, if such determination is made by the
Special Servicer or the Master Servicer, to the other such servicer) on or
before the related Trust Master Servicer Remittance Date, setting forth the
basis for such determination, together with any other information that supports
such determination, including an appraisal (which appraisal shall have been
conducted by an Independent Appraiser within the 12-month period preceding such
determination in accordance with the standards of the Appraisal Institute taking
into account the factors specified in Section 3.18 or, alternatively, in the
case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto, shall either have been conducted by an
Independent Appraiser as provided above or received from a related Outside
Servicer), related Mortgagor operating statements and financial statements,
budgets and rent rolls of the related Mortgaged Properties (to the extent
available and/or in the Master Servicer's or the Special Servicer's possession),
engineers' reports, environmental surveys and any similar reports that the
Master Servicer may have obtained consistent with the Servicing Standard and at
the expense of


                                      -288-



the Trust Fund, that support such determination by the Master Servicer or the
Special Servicer, as applicable. If, in connection with the foregoing, it is
necessary for the Master Servicer to obtain an appraisal, the Master Servicer
shall so notify the Special Servicer and consult with the Special Servicer
regarding such appraisal. In determining whether any P&I Advance constitutes a
Nonrecoverable P&I Advance, the Master Servicer and the Special Servicer shall
each be entitled to consider (among other things) the obligations of the related
Mortgagor under the terms of the related Mortgage Loan (as such terms may have
been modified), to consider (among other things) the related Mortgaged Property
in its "as is" or then current condition and with respect to its then current
occupancies, all as modified by such party's reasonable assumptions regarding
the possibility and effects of future adverse change with respect to the related
Mortgaged Property, to estimate and consider (among other things) future
expenses and to estimate and consider (among other things) the timing of
recoveries. In addition, the Master Servicer or the Special Servicer may update
or change its recoverability determination at any time with respect to any P&I
Advance, and the Master Servicer may obtain from the Special Servicer any
analysis, appraisals or market value estimates or other information in the
possession of the Special Servicer for purposes of determining whether a P&I
Advance is a Nonrecoverable P&I Advance.

            In addition, if (i) the Master Servicer reasonably believes, in
accordance with the Servicing Standard, that a P&I Advance with respect to any
Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto constitutes or may, if made, constitute a Nonrecoverable
P&I Advance, and (ii) either (A) the Master Servicer has made a request for an
appraisal with respect to the related Mortgaged Property from the applicable
Outside Servicer and has not obtained, (x) within 15 Business Days of such
request, a response from the applicable Outside Servicer indicating that an
appraisal with respect to the related Mortgaged Property would be performed
within 60 days of the date of such response or has been performed within the
prior 12-month period (or such shorter period as the Master Servicer reasonably
believes, in accordance with the Servicing Standard, is necessary) preceding the
date of such request, and (y) within 60 days of the date of such response, a
copy of an appraisal report with respect to the related Mortgaged Property,
relating to an appraisal that has been performed within the 12-month period (or
such shorter period as the Master Servicer reasonably believes, in accordance
with the Servicing Standard, is necessary) preceding the date of such request by
the Master Servicer, that complies with the requirements for such an appraisal
under the terms of the related Outside Servicing Agreement or this Agreement, or
(B) the Master Servicer has made a request for an appraisal with respect to the
related Mortgaged Property from the applicable Outside Servicer and has been
advised by the applicable Outside Servicer that such an appraisal with respect
to the related Mortgaged Property will not be performed within the time periods
specified in clause (ii)(A) above, then the Master Servicer may have an
appraisal performed with respect to the related Mortgaged Property by an
Independent Appraiser or other expert in real estate matters, which appraisal
shall take into account the factors specified in Section 3.18, and the cost of
which appraisal may be withdrawn from general collections on deposit in the Pool
Custodial Account. If, 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.

            If any of the Pari Passu Non-Trust Mortgage Loans is securitized as
part of a rated commercial mortgage securitization similar to the commercial
mortgage securitization contemplated by this Agreement, and if the Master
Servicer receives written notice that the primary party responsible for making
delinquency advances similar to P&I Advances hereunder with respect to such
other commercial mortgage securitization has determined, in accordance with the
requirements of the related Non-Trust


                                      -289-



Mortgage Loan Securitization Agreement, that any such delinquency advance made
or to be made with respect to such securitized Pari Passu Non-Trust Mortgage
Loan (or any successor REO Mortgage Loan or comparable deemed mortgage loan with
respect thereto) would not ultimately be recoverable out of collections on such
Pari Passu Non-Trust Mortgage Loan (or such REO Mortgage Loan or comparable
deemed mortgage loan), then the Master Servicer shall deliver written notice to
such effect to the Trustee, the Fiscal Agent and the Depositor. Furthermore, if
the Master Servicer receives written notice that the ____________________ Master
Servicer has determined, in accordance with the ____________________ Servicing
Agreement, that any ____________________ P&I Advance made or to be made with
respect to the ____________________ Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto would not ultimately be recoverable out
of collections thereon, then the Master Servicer shall so notify the Trustee,
the Fiscal Agent and the Depositor in writing and each such party may rely on
such nonrecoverability determination of the ____________________ Master
Servicer.

            In addition, if the Master Servicer has actual knowledge that any of
the Pari Passu Non-Trust Mortgage Loans is securitized as part of a rated
commercial mortgage securitization similar to the commercial mortgage
securitization contemplated by this Agreement, and if the Master Servicer
determines that any P&I Advance made or to be made with respect to the related
Combination Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto) or component thereof is or, if made, would be a Nonrecoverable
P&I Advance, then the Master Servicer shall, consistent with the related
Co-Lender Agreement (if applicable), notify, in writing, its counterpart under
each such other commercial mortgage securitization within one (1) Business Day
of such determination, which written notice shall be accompanied by the
supporting evidence for such determination. It will, consistent with the related
Co-Lender Agreement (if applicable), also notify, in writing, its counterpart
under each such other commercial mortgage securitization (within one (1)
Business Day of such determination) if it subsequently determines that P&I
Advances made or to be made with respect to the related Combination Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto) or
component thereof are no longer Nonrecoverable P&I Advances. Following a
determination of nonrecoverability by the Master Servicer in accordance with
this paragraph or by another party responsible for making delinquency advances
similar to P&I Advances with respect to a securitized Pari Passu Non-Trust
Mortgage Loan or the ____________________ Trust Mortgage Loan (or, in either
such case, any successor REO Mortgage Loan or comparable deemed mortgage loan
with respect thereto) in accordance with the preceding paragraph, prior to the
Master Servicer resuming P&I Advances with respect to the related Combination
Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with respect
thereto) or a component thereof, the Master Servicer shall consult with its
counterparts under the securitizations of any such Pari Passu Non-Trust Mortgage
Loans or with the ____________________ Master Servicer, as the case may be,
regarding whether circumstances with respect to the subject mortgage loans have
changed such that a proposed future P&I Advance would not be a Nonrecoverable
P&I Advance.

            (d)     The Master Servicer, the Trustee and the Fiscal Agent shall
each be entitled to receive interest at the Reimbursement Rate in effect from
time to time, compounded annually, accrued on the amount of each P&I Advance
made thereby under this Section 4.03 (with its own funds) for so long as such
P&I Advance is outstanding; provided that if the grace period for the delinquent
Monthly Payment as to which a P&I Advance was made under this Section 4.03 has
not elapsed as of the time such P&I Advance was made, then the total interest so
accrued on such P&I Advance prior to the expiration of such grace period, shall
not exceed the amount of Default Charges, if any, Received by the


                                      -290-



Trust in connection with the late payment of such delinquent Monthly Payment;
and provided, further, that, in no event shall interest so accrue on any P&I
Advance as to which the corresponding Late Collection was received by the Master
Servicer or a Sub-Servicer on its behalf as of the related Trust Master Servicer
Remittance Date. Interest so accrued on any P&I Advance made under this Section
4.03 shall be payable: (i) first, in accordance with Sections 3.05(a) and 3.26,
out of any Default Charges on deposit in the Pool Custodial Account that were
collected on or in respect of the particular Trust Mortgage Loan or REO Trust
Mortgage Loan as to which the P&I Advance relates (provided that such Default
Charges will only be applied to pay interest accrued on such P&I Advance through
the date that such Default Charges were received); and (ii) then, if and to the
extent that such Default Charges are insufficient to cover such interest, but
not before the related Advance is being reimbursed or has been reimbursed
pursuant to this Agreement, out of general collections on the Mortgage Pool on
deposit in the Pool Custodial Account; provided that, in the case of P&I
Advances with respect to an Outside Serviced Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto, the Master Servicer
shall, no less often than monthly, notify the related Outside Master Servicer of
the interest accruing on such P&I Advances in accordance with this Section
4.03(d) and, to the maximum extent permitted by the related Co-Lender Agreement,
prior to paying such interest on such P&I Advances out of general collections in
respect of the Mortgage Pool on deposit in the Pool Custodial Account, shall
seek payment for such interest on such P&I Advances from the related Outside
Master Servicer out of amounts otherwise payable with respect to the Outside
Serviced Loan Combination that includes such Outside Serviced Trust Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto, to the
maximum extent permitted by, and out of amounts specified for such purpose
under, the related Co-Lender Agreement; and provided, further, that, if such P&I
Advance was made with respect to a Combination Trust Mortgage Loan or any REO
Trust Mortgage Loan with respect thereto, then such interest on such P&I Advance
shall first be payable out of amounts on deposit in the related Serviced Loan
Combination Custodial Account in accordance with, and to the extent provided in,
Section 3.05A. The Master Servicer shall, in accordance with Section 3.05(a)
and/or Section 3.05A, 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 applicable Custodial Account. Notwithstanding the foregoing, upon a
determination that a previously made P&I Advance is a Nonrecoverable P&I
Advance, instead of obtaining reimbursement out of general collections on the
Mortgage Pool immediately, any of the Master Servicer, the Trustee or the Fiscal
Agent, as applicable, may, in its sole discretion, elect to obtain reimbursement
for such Nonrecoverable P&I Advance over a period of time (not to exceed 12
months or such longer period of time as is approved in writing by the
Controlling Class Representative) and the unreimbursed portion of such P&I
Advance will accrue interest at the Reimbursement Rate in effect from time to
time. At any time after such a determination to obtain reimbursement over time
in accordance with the preceding sentence, the Master Servicer, the Trustee or
the Fiscal Agent, as applicable, may, in its sole discretion, decide to obtain
reimbursement immediately. The fact that a decision to recover such
Nonrecoverable P&I Advance over time, or not to do so, benefits some Classes of
Certificateholders to the detriment of other Classes shall not constitute a
violation of the Servicing Standard by the Master Servicer or a breach of any
fiduciary duty owed to the Certificateholders by the Trustee or the Fiscal
Agent, or a breach of any other contractual obligation owed to the
Certificateholders by any party to this Agreement.


                                      -291-



            SECTION 4.04.     Allocations of Realized Losses and Additional
                              Trust Fund Expenses

            (a)     On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, 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
(exclusive of the Loan-Specific Certificates), exceeds (ii) the aggregate Stated
Principal Balance of the Mortgage Pool (net of the Uncertificated Principal
Balances of REMIC I Regular Interest ___-B and REMIC I Regular Interest ___-B)
that will be outstanding immediately following such Distribution Date. If such
excess does exist, then the respective Class Principal Balances of the various
Classes of the Class B Through T Certificates shall be reduced sequentially, in
reverse alphabetic order of the respective Class designations of such Classes of
Certificates (beginning with the Class T Certificates and ending with the Class
B Certificates), in each case until such excess is eliminated or the applicable
Class Principal Balance has been reduced to zero (whichever occurs first). If,
after the reduction to zero of the respective Class Principal Balances of all
the Classes of Class B Through T Certificates, the amount described in clause
(i) of the second preceding sentence (taking into account such reductions) still
exceeds the amount described in clause (ii) of the second preceding sentence,
then the respective Class Principal Balances of the various Classes of the Class
A Certificates shall be reduced sequentially as follows, in each case to zero if
necessary, until such remaining excess is eliminated: first, the Class Principal
Balance of the Class A-J Certificates shall be reduced; second, if and to the
extent necessary, the Class Principal Balance of the Class A-M Certificates
shall be reduced; and last, if and to the extent necessary, the respective Class
Principal Balances of the various Classes of the Senior Class A Certificates
shall be reduced, on a pro rata basis in accordance with the respective
outstanding Class Principal Balances thereof.

            On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the Trustee
shall determine the amount, if any, by which (i) the then aggregate of the Class
Principal Balances of the Class ___ Certificates, exceeds (ii) the
Uncertificated Principal Balance of the REMIC I Regular Interest ___-B that will
be outstanding immediately following such Distribution Date. If such excess does
exist, then the Class Principal Balances of the Class ___-4, Class ___-3, Class
___-2 and Class ___-1 Certificates shall be reduced sequentially as among such
Classes, in that order, in each case until such excess or the related Class
Principal Balance is reduced to zero (whichever occurs first).

            On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the Trustee
shall determine the amount, if any, by which (i) the then aggregate of the Class
Principal Balances of the Class ___ Certificates, exceeds (ii) the
Uncertificated Principal Balance of the REMIC I Regular Interest ___-B that will
be outstanding immediately following such Distribution Date. If such excess does
exist, then the Class Principal Balances of the Class ___-7, Class ___-6, Class
___-5, Class ___-4, Class ___-3, Class ___-2 and Class ___-1 Certificates shall
be reduced sequentially as among such Classes, in that order, in each case until
such excess or the related Class Principal Balance is reduced to zero (whichever
occurs first).

            Any and all such reductions in the Class Principal Balances of the
respective Classes of the Principal Balance Certificates pursuant to this
Section 4.04(a) shall be deemed to constitute allocations of Realized Losses and
Additional Trust Fund Expenses.


                                      -292-



            (b)     If the Class Principal Balance of any Class of Principal
Balance Certificates is reduced on any Distribution Date pursuant to Section
4.04(a), then the Uncertificated Principal Balance of such Class' Corresponding
REMIC II Regular Interest (or, if applicable, the aggregate Uncertificated
Principal Balance of such Class' Corresponding REMIC II Regular Interests) shall
be deemed to have first been reduced on such Distribution Date by the exact same
amount. If a Class of Principal Balance Certificates has two or more
Corresponding REMIC II Regular Interests, then the respective Uncertificated
Principal Balances of such Corresponding REMIC II Regular Interests shall be
reduced as contemplated by the preceding sentence in the same sequential order
that principal distributions are deemed made on such Corresponding REMIC II
Regular Interests pursuant to Section 4.01(l), such that no reduction shall be
made in the Uncertificated Principal Balance of any such Corresponding REMIC II
Regular Interest pursuant to this Section 4.04(b) until the Uncertificated
Principal Balance of each other such Corresponding REMIC II Regular Interest, if
any, with an alphanumeric designation that ends in a lower number, has been
reduced to zero. Any and all such reductions in the Uncertificated Principal
Balances of the respective REMIC II Regular Interests shall be deemed to
constitute allocations of Realized Losses and Additional Trust Fund Expenses.

            (c)     On each Distribution Date, following the deemed
distributions to be made in respect of the REMIC I Regular Interests pursuant to
Section 4.01(m), the Uncertificated Principal Balance of each REMIC I Regular
Interest (after taking account of such deemed distributions) shall be reduced,
if and to the extent necessary, to equal the Stated Principal Balance of the
related Trust Mortgage Loan or REO Trust Mortgage Loan (or, in the case of REMIC
I Regular Interest ___-B, to equal the Stated Principal Balance of the
______________ Loan Component A-1b or, in the case of REMIC I Regular Interest
___-B, to equal the excess, if any, of the Stated Principal Balance of the
______________ Trust Mortgage Loan or any successor REO Trust Mortgage Loan,
over the Uncertificated Principal Balance of REMIC I Regular Interest A-1a), as
applicable, that will be outstanding immediately following such Distribution
Date. Any and all such reductions in the Uncertificated Principal Balances of
the respective REMIC I Regular Interests shall be deemed to constitute
allocations of Realized Losses and Additional Trust Fund Expenses.

            (d)     On each Distribution Date, following any deemed
distributions to be made in respect of the Loan REMIC Regular Interests pursuant
to Section 4.01(n), subject to Section 2.06(b), the Uncertificated Principal
Balance of each Loan REMIC Regular Interest (after taking account of such deemed
distributions) shall be reduced to equal the Stated Principal Balance of the
related Early Defeasance Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto, as the case may be, that will be outstanding
immediately following such Distribution Date. Any such reductions in the
Uncertificated Principal Balances of the respective Loan REMIC Regular Interests
shall be deemed to constitute allocations of Realized Losses and Additional
Trust Fund Expenses.

            SECTION 4.05.     Various Reinstatement Amounts.

            (a)     On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01 or 9.01, as
applicable, the Trustee shall determine the amount, if any, by which (i) the
aggregate Stated Principal Balance of the Mortgage Pool (net of the
Uncertificated Principal Balances of REMIC I Regular Interest ___-B and REMIC I
Regular Interest ___-B) that will be outstanding immediately following such
Distribution Date, exceeds (ii) the then aggregate of the Class Principal
Balances of all the Classes of Principal Balance Certificates (exclusive of the
Loan-Specific Principal Balance Certificates). If such an excess does exist,
then the Trustee shall


                                      -293-



allocate the Total Principal Reinstatement Amount, if any, for the subject
Distribution Date as follows until it is allocated in full: first, to all of the
Classes of the Senior Class A Certificates, up to, and on a pro rata basis in
accordance with, the respective Loss Reimbursement Amounts, if any, for such
Classes of Senior Class A Certificates with respect to such Distribution Date
(minus any amounts reimbursed in respect of such respective Loss Reimbursement
Amounts on the subject Distribution Date pursuant to Section 4.01(a)); second,
to the Class A-M Certificates, up to any Loss Reimbursement Amount for the Class
A-M Certificates with respect to such Distribution Date (minus any amount
reimbursed in respect of such Loss Reimbursement Amount on the subject
Distribution Date pursuant to Section 4.01(a)); third, to the Class A-J
Certificates, up to any Loss Reimbursement Amount for the Class A-J Certificates
with respect to such Distribution Date (minus any amount reimbursed in respect
of such Loss Reimbursement Amount on the subject Distribution Date pursuant to
Section 4.01(a)); and then to the respective Classes of the Class B Through T
Certificates, sequentially as among such Classes in alphabetic order based on
the respective Class designations thereof (beginning with the Class B
Certificates and ending with the Class T Certificates), in each case up to any
Loss Reimbursement Amount for the applicable Class of Class B Through T
Certificates with respect to such Distribution Date (minus any amount reimbursed
in respect of such Loss Reimbursement Amount on the subject Distribution Date
pursuant to Section 4.01(b)). Any portion of the Total Principal Reinstatement
Amount for any Distribution Date that is allocated to a particular Class of
Principal Balance Certificates (exclusive of the Loan-Specific Principal Balance
Certificates) shall be: (i) referred to herein as the "Class Principal
Reinstatement Amount" in respect of such Class of Principal Balance Certificates
for such Distribution Date; and (ii) added to the Class Principal Balance of
such Class of Principal Balance Certificates on such Distribution Date.
Notwithstanding anything to the contrary contained herein, the parties hereby
acknowledge that the reinstatement of all or any portion of the Class Principal
Balance of any Class of Principal Balance Certificates (exclusive of the
Loan-Specific Principal Balance Certificates) on any Distribution Date shall be
a result of the collection of Recovered Amounts Received by the Trust during the
related Collection Period and the addition of such Recovered Amounts to the
Principal Distribution Amount for purposes of calculating the Adjusted Net
Principal Distribution Amount for such Distribution Date.

            (b)     In connection with the reinstatement of all or any portion
of the Class Principal Balance of any one or more Classes of Principal Balance
Certificates on any Distribution Date, pursuant to Section 4.05(a), the Trustee
shall calculate the amount of lost Distributable Certificate Interest that would
have accrued on the respective Classes of Regular Interest Certificates through
and including the end of the Interest Accrual Period for such Distribution Date
if no reduction to the Class Principal Balance of any Class of Principal Balance
Certificates, pursuant to Section 4.04(a), and no corresponding reduction to the
Uncertificated Principal Balance of any REMIC II Regular Interest(s), pursuant
to Section 4.04(b), had resulted on a prior Distribution Date from the
reimbursement out of general collections of principal on the Mortgage Pool of
the particular Advances (with interest thereon) that relate to the Recovered
Amounts associated with such reinstatement of outstanding principal on the
subject Distribution Date. Once determined, such lost Distributable Certificate
Interest in respect of any particular Class of Regular Interest Certificates
shall be reinstated and become due and payable on future Distribution Dates as
part of the unpaid Distributable Certificate Interest for such Class of Regular
Interest Certificates from prior Distribution Dates. All such reinstated
Distributable Certificate Interest in respect of any particular Class of Regular
Interest Certificates shall be treated the same as any other unpaid
Distributable Certificate Interest in respect of such Class of Regular Interest
Certificates.


                                      -294-



            (c)     If the Class Principal Balance of any Class of Principal
Balance Certificates is increased on any Distribution Date pursuant to Section
4.05(a), then the Uncertificated Principal Balance of such Class' Corresponding
REMIC II Regular Interest (or, if applicable, the aggregate Uncertificated
Principal Balance of such Class' Corresponding REMIC II Regular Interests) shall
be deemed to have first been increased on such Distribution Date by the exact
same amount. In circumstances where there are multiple Corresponding REMIC II
Regular Interests with respect to a Class of Principal Balance Certificates, the
increases in the respective Uncertificated Principal Balances of such
Corresponding REMIC II Regular Interests as contemplated by the prior sentence
shall be made in the reverse order that reductions are made to such
Uncertificated Principal Balances pursuant to Section 4.04(b), in each case up
to the amount of the Loss Reimbursement Amount with respect to the subject REMIC
II Regular Interest for such Distribution Date (minus any amount reimbursed in
respect of such Loss Reimbursement Amount on the subject Distribution Date
pursuant to Section 4.01(l)).

            (d)     If any lost Distributable Certificate Interest is reinstated
with respect to any Class of Regular Interest Certificates on any Distribution
Date pursuant to Section 4.05(b), then a corresponding amount of Uncertificated
Distributable Interest shall be reinstated with respect to such Class'
Corresponding REMIC II Regular Interest(s) (or, in the case of a Class of
Interest-Only Certificates, insofar as such lost Distributable Certificate
Interest corresponds to a particular REMIC III Component of such Class, a
corresponding amount of Uncertificated Distributable Interest shall be
reinstated with respect to such REMIC III Component's Corresponding REMIC II
Regular Interest). In circumstances where there are multiple Corresponding REMIC
II Regular Interests with respect to a Class of Principal Balance Certificates,
the reinstatement of such lost Uncertificated Distributable Interest with
respect to such Corresponding REMIC II Regular Interests as contemplated by the
prior sentence shall be effected taking into account the respective portions of
such lost Uncertificated Distributable Interest attributable to such
Corresponding REMIC II Regular Interests. Once reinstated, such lost
Uncertificated Distributable Interest in respect of any particular REMIC II
Regular Interest shall become due and payable on future Distribution Dates as
part of the unpaid Uncertificated Distributable Interest for such REMIC II
Regular Interest from prior Distribution Dates. All such reinstated
Uncertificated Distributable Interest in respect of any particular REMIC II
Regular Interest shall be treated the same as any other unpaid Uncertificated
Distributable Interest in respect of such REMIC II Regular Interest.

            SECTION 4.06.     Calculations.

            The Trustee shall, provided it receives the necessary information
from the Master Servicer and the Special Servicer, be responsible for performing
all calculations necessary in connection with the actual and deemed
distributions and allocations to be made pursuant to Section 4.01 and Article
IX, the allocations of Realized Losses and Additional Trust Fund Expenses to be
made pursuant to Section 4.04 and the reinstatements of principal balance and
interest to be made pursuant to Section 4.05. The Trustee shall calculate the
Available Distribution Amount, the Net Available Distribution Amount, the
respective portions of the Net Available Distribution Amount attributable to
each Loan Group, the Class ___ Available Distribution Amount and the Class ___
Available Distribution Amount for each Distribution Date and shall allocate such
respective amounts among Certificateholders in accordance with this Agreement,
and the Trustee shall have no obligation to recompute, recalculate or verify any
information provided to it by the Special Servicer or Master Servicer. The
calculations by the Trustee of such amounts shall, in the absence of manifest
error, be presumptively deemed to be correct for all purposes hereunder.


                                      -295-



            SECTION 4.07.     Use of Agents.

            The Master Servicer, the Special Servicer or the Trustee may at its
own expense utilize agents or attorneys-in-fact in performing any of its
obligations under this Article IV (except the obligation to make P&I Advances),
but no such utilization shall relieve the Master Servicer, the Special Servicer
or the Trustee, as applicable, from any of such obligations, and the Master
Servicer, the Special Servicer or the Trustee, as applicable, shall remain
responsible for all acts and omissions of any such agent or attorney-in-fact.


                                      -296-



                                    ARTICLE V

                                THE CERTIFICATES

            SECTION 5.01.     The Certificates.

            (a)     Subject to Sections 2.05(b) and 2.06(b), 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, A-7 and A-8; provided that any of the Certificates may
be issued with appropriate insertions, omissions, substitutions and variations,
and may have imprinted or otherwise reproduced thereon such legend or legends,
not inconsistent with the provisions of this Agreement, as may be required to
comply with any law or with rules or regulations pursuant thereto, or with the
rules of any securities market in which the Certificates are admitted to
trading, or to conform to general usage. The Certificates will be issuable in
registered form only; provided, however, that in accordance with Section 5.03,
beneficial ownership interests in the Regular Interest Certificates shall
initially be held and transferred through the book-entry facilities of the
Depository. The Regular Interest Certificates will be issuable only in
denominations corresponding to initial Certificate Principal Balances or initial
Certificate Notional Amounts, as the case may be, as of the Closing Date of
$10,000 in the case of the [Class A-1, Class A-2, Class A-3, Class A-AB, Class
A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E and
Class F] 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. Subject to
Sections 2.05(b) and 2.06(b), the Class R-I, Class R-II, Class R-III, Class R-LR
and Class V Certificates will be issuable in denominations representing
Percentage Interests in the applicable 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


                                      -297-



the Closing Date, at ______________________, _____________________, Attention:
____________, facsimile number: _________. 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, except in the case of a Residual Interest Certificate, 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 (or, in the case of Residual Interest
Certificate, to the effect that the prospective Transferee is 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.

            No beneficial interest in the Rule 144A Global Certificate for any
Class of Book-Entry Non-Registered Certificates may be held by any Person that
is not a Qualified Institutional Buyer. If a


                                      -298-



Transfer of any interest in the Rule 144A Global Certificate for any Class of
Book-Entry Non-Registered Certificates is to be made without registration under
the Securities Act (other than in connection with the initial issuance of the
Book-Entry Non-Registered Certificates or a Transfer of any interest therein by
the Depositor, Lehman Brothers or any of their respective Affiliates), then the
Certificate Owner desiring to effect such Transfer shall be required to obtain
either (i) a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached hereto as Exhibit F-2C, or (ii) an Opinion of
Counsel to the effect that the prospective Transferee is a Qualified
Institutional Buyer and such Transfer may be made without registration under the
Securities Act. If any Transferee of an interest in the Rule 144A Global
Certificate for any Class of Book-Entry Non-Registered Certificates does not, in
connection with the subject Transfer, deliver to the Transferor the Opinion of
Counsel or the certification described in the preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit F-2C hereto are, with respect to the subject
Transfer, true and correct. Further, as long as the Class T Certificates are
Book-Entry Certificates, any Certificate Owner desiring to effect a transfer of
a Class T Certificate or any interest therein may not sell or otherwise transfer
that Certificate or any interest therein unless it has provided the Depositor
with prior written notice of such transfer (together with a copy of the
certificate required pursuant to clause (i) above, executed by the proposed
transferee).

            Notwithstanding the preceding paragraph, any interest in the Rule
144A Global Certificate for a Class of Book-Entry Non-Registered Certificates
may be transferred to any Non-United States Securities Person who takes delivery
in the form of a beneficial interest in the Regulation S Global Certificate for
such Class of Certificates, provided that the Certificate Owner desiring to
effect such Transfer (i) complies with the requirements for Transfers of
interests in such Regulation S Global Certificate set forth in the following
paragraph and (ii) delivers or causes to be delivered to the Certificate
Registrar and the Trustee (A) a certificate from such Certificate Owner
confirming its ownership of the beneficial interests in the subject Class of
Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the
certificate to be obtained by such Certificate Owner from its prospective
Transferee in accordance with the second sentence of the following paragraph and
(C) such written orders and instructions as are required under the applicable
procedures of the Depository, Clearstream and Euroclear to direct the Trustee,
as transfer agent for the Depository, to approve the debit of the account of a
Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, and approve the credit of the account of a Depository Participant
by a denomination of interests in such Regulation S Global Certificate, that is
equal to the denomination of beneficial interests in the subject Class of
Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the
Certificate Registrar and the Trustee of such certifications and such orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Rule 144A
Global Certificate in respect of the subject Class of Book-Entry Non-Registered
Certificates, and increase the denomination of the Regulation S Global
Certificate for such Class of Certificates, by the denomination of the
beneficial interest in such Class of Certificates specified in such orders and
instructions.

            No beneficial interest in the Regulation S Global Certificate for
any Class of Book-Entry Non-Registered Certificates may be held by any Person
that is a United States Securities Person. Any Certificate Owner desiring to
effect any Transfer of a beneficial interest in the Regulation S Global
Certificate for any Class of Book-Entry Non-Registered Certificates shall be
required to obtain from such Certificate Owner's prospective Transferee a
certificate substantially in the form set forth in Exhibit F-2D hereto to the
effect that such Transferee is not a United States Securities Person. If any


                                      -299-



Transferee of an interest in the Regulation S Global Certificate for any Class
of Book-Entry Non-Registered Certificates does not, in connection with the
subject Transfer, deliver to the Transferor the certification described in the
preceding sentence, then such Transferee shall be deemed to have represented and
warranted that all the certifications set forth in Exhibit F-2D hereto are, with
respect to the subject Transfer, true and correct.

            Notwithstanding the preceding paragraph, any interest in the
Regulation S Global Certificate for a Class of Book-Entry Non-Registered
Certificates may be transferred to any Qualified Institutional Buyer that takes
delivery in the form of a beneficial interest in the Rule 144A Global
Certificate for such Class of Certificates, provided that the Certificate Owner
desiring to effect such transfer (i) complies with the requirements for
Transfers of interests in such Rule 144A Global Certificate set forth in the
third paragraph of this Section 5.02(b) and (ii) delivers or causes to be
delivered to the Certificate Registrar and the Trustee (A) a certificate from
such Certificate Owner confirming its ownership of the beneficial interests in
the subject Class of Book-Entry Non-Registered Certificates to be transferred,
(B) a copy of the certificate or Opinion of Counsel to be obtained by such
Certificate Owner from its prospective Transferee in accordance with the second
sentence of the third paragraph of this Section 5.02(b) and (C) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in such Regulation S
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, that is equal to
the denomination of beneficial interests in the subject Class of Book-Entry
Non-Registered Certificates to be transferred. Upon delivery to the Certificate
Registrar and the Trustee of such certification(s) and/or Opinion of Counsel and
such orders and instructions, the Trustee, subject to and in accordance with the
applicable procedures of the Depository, shall reduce the denomination of the
Regulation S Global Certificate in respect of the subject Class of Book-Entry
Non-Registered Certificates, and increase the denomination of the Rule 144A
Global Certificate for such Class of Certificates, by the denomination of the
beneficial interest in such Class of Certificates specified in such orders and
instructions.

            Also notwithstanding the foregoing, any interest in a Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Trustee of (i) such certifications and/or opinions as are contemplated by the
second paragraph of this Section 5.02(b) and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository
to direct the Trustee to debit the account of a Depository Participant by the
denomination of the transferred interests in such Global Certificate. Upon
delivery to the Certificate Registrar and the Trustee of the certifications
and/or opinions contemplated by the second paragraph of this Section 5.02(b),
the Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the subject Global Certificate by
the denomination of the transferred interests in such Global Certificate, and
shall cause a Definitive Certificate of the same Class as such Global
Certificate, and in a denomination equal to the reduction in the denomination of
such Global Certificate, to be executed, authenticated and delivered in
accordance with this Agreement to the applicable Transferee.

            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


                                      -300-



to take any action not otherwise required under this Agreement to permit the
Transfer of any Non-Registered Certificate or interest therein without
registration or qualification. Any Certificateholder or Certificate Owner
desiring to effect a Transfer of any Non-Registered Certificate or interest
therein shall, and does hereby agree to, indemnify the Depositor, the
Underwriters, the Trustee, the Fiscal Agent, the Master Servicer, the Special
Servicer, the Tax Administrator and the Certificate Registrar against any
liability that may result if such Transfer is not exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

            (c)     No Transfer of a Certificate or any interest therein shall
be made (i) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code (each, a "Plan"), or (ii) to any Person who is
directly or indirectly purchasing such Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan, if the
purchase and holding of such Certificate or interest therein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Non-Registered Certificates or any Transfer of a Non-Registered Certificate or
any interest therein by the Depositor, Lehman Brothers or any of their
respective Affiliates or, in the case of a Global Certificate for any Class of
Book-Entry Non-Registered Certificates, any Transfer thereof to a successor
Depository or to the applicable Certificate Owner(s) in accordance with Section
5.03, the Certificate Registrar shall refuse to register the Transfer of a
Definitive Non-Registered Certificate unless it has received from the
prospective Transferee, and any Certificate Owner transferring an interest in a
Global Certificate for any Class of Book-Entry Non-Registered Certificates shall
be required to obtain from its prospective Transferee, one of the following: (i)
a certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing such Certificate or interest therein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or
(ii) alternatively, except in the case of a Residual Interest Certificate or, if
issued hereunder taking into account Section 2.05(b), a Class V Certificate, a
certification to the effect that the purchase and holding of such Certificate or
interest therein by such prospective Transferee is exempt from the prohibited
transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the
excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b)
of the Code, by reason of Sections I and III of Prohibited Transaction Class
Exemption 95-60; or (iii) alternatively, but only in the case of a
Non-Registered Certificate that is an Investment Grade Certificate (other than,
if applicable, a Residual Interest Certificate or, if issued hereunder taking
into account Section 2.05(b), a Class V Certificate) that is being acquired by
or on behalf of a Plan in reliance on the Prohibited Transaction Exemption, a
certification to the effect that such Plan (X) is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
any Sub-Servicer, any Person responsible for servicing an Outside Serviced Trust
Mortgage Loan or administering an Outside Administered REO Property, any
Exemption-Favored Party or any Mortgagor with respect to Trust Mortgage Loans
constituting more than 5% of the aggregate unamortized principal balance of all
the Trust Mortgage Loans determined as of the Closing Date, or by any Affiliate
of such Person, and (Z) agrees that it will obtain from each of its Transferees
that are Plans a written representation that such Transferee, if a Plan,
satisfied the requirements of the immediately preceding clauses (iii)(X) and
(iii)(Y), together with a written agreement that such Transferee will obtain


                                      -301-



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. In addition, for so long as the Trust Mortgage Loan secured
by the Mortgaged Property identified on the Trust Mortgage Loan schedule as
[_________________] is part of the Trust Fund: neither [_________________]
("___") nor any Affiliate or separate account of _________ may acquire any
Pool-Based Certificate or interest therein; any acquisition of a Pool-Based
Certificate or any interest therein by _________ or any Affiliate or separate
account of _________ shall be void ab initio; and each Person acquiring a
Pool-Based Certificate or any interest therein shall be deemed to have
represented and warranted that it is not _________ or any Affiliate or separate
account of _________.

            (d)     (i)     Each Person who has or who acquires any Ownership
      Interest in a Residual Interest Certificate shall be deemed by the
      acceptance or acquisition of such Ownership Interest to have agreed to be
      bound by the following provisions and to have irrevocably authorized the
      Trustee under clause (ii)(A) below to deliver payments to a Person other
      than such Person and to have irrevocably authorized the Trustee under
      clause (ii)(B) below to negotiate the terms of any mandatory disposition
      and to execute all instruments of Transfer and to do all other things
      necessary in connection with any such disposition. The rights of each
      Person acquiring any Ownership Interest in a Residual Interest Certificate
      are expressly subject to the following provisions:

                    (A)     Each Person holding or acquiring any Ownership
                            Interest in a Residual Interest Certificate shall be
                            a Permitted Transferee and shall promptly notify the
                            Tax Administrator and the Trustee of any change or
                            impending change in its status as a Permitted
                            Transferee.

                    (B)     In connection with any proposed Transfer of any
                            Ownership Interest in a Residual Interest
                            Certificate, the Certificate Registrar shall require
                            delivery to it, and shall not register the Transfer
                            of any Residual Interest Certificate until its
                            receipt, of an affidavit and agreement substantially
                            in the form attached hereto as Exhibit H-1 (a
                            "Transfer Affidavit and Agreement"), from the
                            proposed Transferee, representing and warranting,


                                      -302-



                            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 regulations
                            section 1.67-3T(a)(2)(i)(A) immediately upon
                            acquiring an Ownership Interest in a Residual
                            Interest Certificate, if it is, or is holding an
                            Ownership Interest in a Residual Interest
                            Certificate on behalf of, a "pass-through interest
                            holder".

                    (ii)    (A) If any purported Transferee shall become a
      Holder of a Residual Interest Certificate in violation of the provisions
      of this Section 5.02(d), then the last preceding Holder of such Residual
      Interest Certificate that was in compliance with the provisions of this
      Section 5.02(d) shall be restored, to the extent permitted by law, to all
      rights as Holder thereof retroactive to the date of registration of such
      Transfer of such Residual Interest Certificate. None of the Depositor, the
      Trustee or the Certificate Registrar shall be under any liability to any
      Person for any registration of Transfer of a Residual Interest Certificate
      that is in fact not permitted by this Section 5.02(d) or for making any
      payments due on such Certificate to the Holder thereof or for taking any
      other action with respect to such Holder under the provisions of this
      Agreement.

                    (B)     If any purported Transferee shall become a Holder of
                            a Residual Interest Certificate in violation of the
                            restrictions in this Section 5.02(d), then, to the


                                      -303-



                            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:

                    (A)     written confirmation from each Rating Agency to the
                            effect that the modification of, addition to or
                            elimination of such provisions will not cause an
                            Adverse Rating Event with respect to any Class of
                            Certificates; and

                    (B)     an Opinion of Counsel, in form and substance
                            satisfactory to the Trustee and the Tax
                            Administrator, obtained at the expense of the party
                            seeking such modification of, addition to or
                            elimination of such provisions (but in no event at
                            the expense of the Trustee, the Tax Administrator or
                            the Trust), to the effect that doing so will not (1)
                            cause any REMIC Pool to cease to qualify as a REMIC
                            or be subject to an entity-level tax caused by the
                            Transfer of any Residual Interest Certificate to a
                            Person which is not a Permitted Transferee or (2)
                            cause a Person other than the prospective Transferee
                            to be subject to a REMIC-related tax caused by the
                            Transfer of a Residual Interest Certificate to a
                            Person that is not a Permitted Transferee.


                                      -304-



            (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.

            (j)     All Certificates surrendered for transfer and exchange shall
be physically canceled by the Certificate Registrar, and the Certificate
Registrar shall dispose of such canceled Certificates in accordance with its
standard procedures.

            SECTION 5.03.     Book-Entry Certificates.

            (a)     Each Class of Regular Interest Certificates shall initially
be issued as one or more Certificates registered in the name of the Depository
or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), 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 5.02(b) and
Section 5.03(c), shall not be entitled to definitive, fully registered
Certificates ("Definitive Certificates") in respect of such Ownership Interests.
The Class X-CL, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class P, Class Q, Class S, Class T, Class ___-1, Class ___-2, Class ___-3, Class
___-4, Class ___-1, Class ___-2, Class ___-3, Class ___-4, Class ___-5, Class
___-6 and Class ___-7 Certificates initially sold to Qualified


                                      -305-



Institutional Buyers in reliance on Rule 144A or in reliance on another
exemption from the registration requirements of the Securities Act shall, in the
case of each such Class, be represented by the Rule 144A Global Certificate for
such Class, which shall be deposited with the Trustee as custodian for the
Depository and registered in the name of Cede & Co. as nominee of the
Depository. The Class X-CL, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class P, Class Q, Class S, Class T, Class ___-1, Class ___-2, Class
___-3, Class ___-4, Class ___-1, Class ___-2, Class ___-3, Class ___-4, Class
___-5, Class ___-6 and Class ___-7 Certificates initially sold in offshore
transactions in reliance on Regulation S shall, in the case of each such Class,
be represented by the Regulation S Global Certificate for such Class, which
shall be deposited with the Trustee as custodian for the Depository and
registered in the name of Cede & Co. as nominee of the Depository. All Transfers
by Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing each such Certificate
Owner. Each Depository Participant shall only transfer the Ownership Interests
in the Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the Depository's
normal procedures. Each Certificate Owner is deemed, by virtue of its
acquisition of an Ownership Interest in the applicable Class of Book-Entry
Certificates, to agree to comply with the transfer requirements provided for in
Section 5.02.

            (b)     The Trustee, the Master Servicer, the Special Servicer, the
Depositor and the Certificate Registrar may for all purposes, including the
making of payments due on the Book-Entry Certificates, deal with the Depository
as the authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

            (c)     If (i)(A) the Depositor advises the Trustee and the
Certificate Registrar in writing that the Depository is no longer willing or
able to properly discharge its responsibilities with respect to a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor notifies the Depository of its intent to
terminate the book-entry system through the Depository with respect to a Class
of Book-Entry Certificates and (in the event applicable law and/or the
Depository's procedures require that the Depository Participants holding
Ownership Interests in such Class of Book-Entry Certificates submit a withdrawal
request to the Depository in order to so terminate the book-entry system) the
Depositor additionally notifies those Depository Participants and those
Depository Participants submit a withdrawal request with respect to such
termination, then the Certificate Registrar shall notify all affected
Certificate Owners, through the Depository, of the occurrence of any such event
and of the availability of Definitive Certificates to such Certificate Owners
requesting the same.

            Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, the Definitive Certificates in respect of such Class to the Certificate
Owners identified in such


                                      -306-



instructions. None of the Depositor, the Master Servicer, the Special Servicer,
the Trustee or the Certificate Registrar shall be liable for any delay in
delivery of such instructions, and each of them may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of
Definitive Certificates for purposes of evidencing ownership of any Class of
Registered Certificates, the registered holders of such Definitive Certificates
shall be recognized as Certificateholders hereunder and, accordingly, shall be
entitled directly to receive payments on, to exercise Voting Rights with respect
to, and to transfer and exchange such Definitive Certificates.

            (d)     Notwithstanding any other provisions contained herein,
neither the Trustee nor the Certificate Registrar shall have any responsibility
whatsoever to monitor or restrict the Transfer of ownership interests in any
Certificate (including but not limited to any Non-Registered Certificate or any
Subordinate Certificate) which interests are transferable through the book-entry
facilities of the Depository.

            SECTION 5.04.     Mutilated, Destroyed, Lost or Stolen Certificates.

            If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be reasonably required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute and the Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of the same Class and like Percentage
Interest. Upon the issuance of any new Certificate under this section, the
Trustee and the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this section shall constitute complete and
indefeasible evidence of ownership in the applicable REMIC Pool or the Grantor
Trust (if created hereunder taking into account Section 2.05(b)), as applicable,
as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.

            SECTION 5.05.     Persons Deemed Owners.

            Prior to due presentment for registration of transfer, the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agent of any of them may treat the Person in whose
name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions pursuant to Section 4.01 and for all other
purposes whatsoever and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar or any agent of any of them
shall be affected by notice to the contrary.


                                      -307-



                                   ARTICLE VI

            THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER
                    AND THE CONTROLLING CLASS REPRESENTATIVE

            SECTION 6.01.     Liability of Depositor, Master Servicer and
                              Special Servicer.

            The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

            SECTION 6.02.     Continued Qualification and Compliance of Master
                              Servicer; Merger, Consolidation or Conversion of
                              Depositor, Master Servicer or Special Servicer.

            Subject to the following paragraph, the Depositor, the Master
Servicer and the Special Servicer shall each keep in full effect its existence,
rights and franchises as a legal entity under the laws of the jurisdiction of
its organization, and each will obtain and preserve its qualification to do
business as a foreign entity in, and will otherwise remain in compliance with
the laws of, each jurisdiction in which such qualification and compliance is or
shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its respective
duties under this Agreement.

            Each of the Depositor, the Master Servicer and the Special Servicer
may be merged or consolidated with or into any Person, or transfer all or
substantially all of its assets (which, in the case of the Master Servicer or
the Special Servicer, may be limited to all or substantially all of its assets
related to commercial mortgage loan servicing) to any Person, in which case any
Person resulting from any merger or consolidation to which the Depositor, the
Master Servicer or the Special Servicer shall be a party, or any Person
succeeding to the business (which, in the case of the Master Servicer or the
Special Servicer, may be limited to the commercial mortgage loan servicing
business) of the Depositor, the Master Servicer or the Special Servicer, shall
be the successor of the Depositor, the Master Servicer or the Special Servicer,
as the case may be, hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that no successor or surviving
Person shall succeed to the rights of the Master Servicer or the Special
Servicer unless (i) as confirmed (at the expense of such successor or surviving
Person) in writing by each of the Rating Agencies (and, if any Specially
Designated Non-Trust Mortgaged Loan Securities are rated thereby, Moody's), such
succession will not result in an Adverse Rating Event with respect to any Class
of Certificates or any class of Specially Designated Non-Trust Mortgage Loan
Securities rated by such rating agency, and (ii) such successor or surviving
Person makes the applicable representations and warranties set forth in Section
3.23 (in the case of a successor or surviving Person to the Master Servicer) or
Section 3.24 (in the case of a successor or surviving Person to the Special
Servicer), as applicable. The successor or surviving Person shall be responsible
for the cost of obtaining the rating confirmations contemplated by clause (i) of
the proviso to the preceding sentence.


                                      -308-



            SECTION 6.03.     Limitation on Liability of Depositor, Master
                              Servicer and Special Servicer.

            None of the Depositor, the Master Servicer or the Special Servicer
shall be under any liability to the Trust Fund, the Trustee, the
Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholders for any
action taken, or not taken, in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the
Depositor, the Master Servicer or the Special Servicer against any liability to
the Trust Fund, the Trustee, the Certificateholders or the Serviced Non-Trust
Mortgage Loan Noteholders for the breach of a representation or warranty made
herein by such party, or against any expense or liability specifically required
to be borne by such party without right of reimbursement pursuant to the terms
hereof, or against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of its
obligations or duties hereunder or negligent disregard of such obligations or
duties. The Depositor, the Master Servicer, the Special Servicer and any
director, manager, member, officer, employee or agent of the Depositor, the
Master Servicer or the Special Servicer may rely in good faith on any document
of any kind which, prima facie, is properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Master Servicer,
the Special Servicer and any director, manager, member, officer, employee or
agent of the Depositor, the Master Servicer or the Special Servicer shall be
indemnified and held harmless by the Trust Fund out of the Pool Custodial
Account against any loss, liability or reasonable expense (including reasonable
legal fees and expenses) incurred in connection with (a) 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) or (b) any mediation and/or arbitration, pursuant to Section 2.03(i)
hereof or Section 5(i) of the UBS/Depositor Mortgage Loan Purchase Agreement,
relating to this Agreement or the Certificates, other than, in any such case,
any such loss, liability or expense: (i) specifically required to be borne by
the party seeking indemnification, without right of reimbursement pursuant to
the terms hereof; (ii) which constitutes a Servicing Advance that is otherwise
reimbursable hereunder; (iii) incurred in connection with any legal action,
claim, mediation or arbitration against the party seeking indemnification,
resulting from any breach on the part of that party of a representation or
warranty made herein; or (iv) incurred in connection with any legal action,
claim, mediation or arbitration against the party seeking indemnification,
resulting from any willful misfeasance, bad faith or negligence on the part of
that party in the performance of its obligations or duties hereunder or
negligent disregard of such obligations or duties; provided that, if a Serviced
Loan Combination is involved, such indemnity shall be payable out of the related
Loan Combination Custodial Account pursuant to Section 3.05A and, if and to the
extent not solely attributable to one or more Serviced Non-Trust Mortgage Loans
(or any successor REO Mortgage Loan(s) with respect thereto) included in such
Serviced Loan Combination, shall also be payable out of the Pool Custodial
Account if amounts on deposit in the related Loan Combination Custodial
Account(s) are insufficient therefor; and provided, further, that in making a
determination as to whether any such indemnity is solely attributable to one or
more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s)
with respect thereto), the fact that any related legal action was instituted by
or against a related Serviced Non-Trust Mortgage Loan Noteholder shall not
create a presumption that such indemnity is solely attributable thereto. None of
the Depositor, the Master Servicer or the Special Servicer shall be under any
obligation to appear in, prosecute or defend any legal action, mediation or
arbitration, 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, subject to Section


                                      -309-



2.03(i) of this Agreement and Section 5(i) of the UBS/Depositor Mortgage Loan
Purchase Agreement, the Depositor, the Master Servicer or the Special Servicer
may in its discretion undertake any such action which it may deem necessary or
desirable with respect to the enforcement and/or protection of the rights and
duties of the parties hereto and the interests of the Certificateholders (or, if
a Serviced Loan Combination is affected, the rights of the Certificateholders
and the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective
whole)). In such event, the legal expenses and costs of such action, and any
liability resulting therefrom, shall be expenses, costs and liabilities of the
Trust Fund, and the Depositor, the Master Servicer and the Special Servicer
shall be entitled to be reimbursed therefor from the Pool Custodial Account as
provided in Section 3.05(a); provided, however, that if and to the extent a
Serviced Loan Combination and/or a Serviced Non-Trust Mortgage Loan Noteholder
is involved, such expenses, costs and liabilities shall be payable out of the
related Loan Combination Custodial Account pursuant to Section 3.05A and, if and
to the extent attributable to one or more Trust Mortgage Loans and/or REO Trust
Mortgage Loans, shall also be payable out of the Pool Custodial Account if
amounts on deposit in the related Loan Combination Custodial Account are
insufficient therefor. In no event shall the Master Servicer or the Special
Servicer be liable or responsible for any action taken or omitted to be taken by
the other of them (unless they are the same Person or Affiliates) or for any
action taken or omitted to be taken by the Depositor, the Trustee, any
Certificateholder or any Serviced Non-Trust Mortgage Loan Noteholder (unless
they are the same Person or Affiliates).

            SECTION 6.04.     Resignation of Master Servicer and the Special
                              Servicer.

            (a)     The Master Servicer and, subject to Section 6.09, the
Special Servicer may each resign from the obligations and duties hereby imposed
on it, upon a determination that its duties hereunder are no longer permissible
under applicable law or are in material conflict by reason of applicable law
with any other activities carried on by it (the other activities of the Master
Servicer or the Special Servicer, as the case may be, so causing such a conflict
being of a type and nature carried on by the Master Servicer or the Special
Servicer, as the case may be, at the date of this Agreement). Any such
determination requiring the resignation of the Master Servicer or the Special
Servicer, as applicable, shall be evidenced by an Opinion of Counsel to such
effect which shall be delivered to the Trustee. Unless applicable law requires
the Master Servicer's or Special Servicer's resignation to be effective
immediately, and the Opinion of Counsel delivered pursuant to the prior sentence
so states, no such resignation shall become effective until the Trustee or other
successor shall have assumed the responsibilities and obligations of the
resigning party in accordance with Section 6.09 or Section 7.02 hereof. The
Master Servicer and, subject to the rights of the Controlling Class under
Section 6.09 to appoint a successor special servicer, the Special Servicer shall
each have the right to resign at any other time, provided that (i) a willing
successor thereto reasonably acceptable to the Depositor has been found
(provided that if the Depositor has not responded to a request for consent to a
successor within 15 days, such successor shall be deemed approved thereby), (ii)
each Rating Agency confirms in writing (at the expense of the resigning party)
that the resignation and the successor's appointment will not result in an
Adverse Rating Event with respect to any Class of Certificates rated by such
Rating Agency, (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).


                                      -310-



            (b)     Consistent with Section 6.04(a), neither the Master Servicer
nor the Special Servicer shall, except as expressly provided herein, assign or
transfer any of its rights, benefits or privileges hereunder to any other Person
or, except as provided in Sections 3.22, 4.07 and 7.01(d), delegate to or
subcontract with, or authorize or appoint any other Person to perform any of the
duties, covenants or obligations to be performed by it hereunder. If, pursuant
to any provision hereof, the duties of the Master Servicer or the Special
Servicer are transferred to a successor thereto, the Master Servicing Fee, the
Special Servicing Fee, any Workout Fee (except as expressly contemplated by
Section 3.11(c)) and/or any Liquidation Fee, as applicable, that accrues or
otherwise becomes payable pursuant hereto from and after the date of such
transfer shall be payable to such successor.

            SECTION 6.05.     Rights of Depositor, Trustee and Serviced
                              Non-Trust Mortgage Loan Noteholders in Respect of
                              the Master Servicer and the Special Servicer.

            The Master Servicer and the Special Servicer shall each afford the
Depositor, each Underwriter, the Trustee and each Serviced Non-Trust Mortgage
Loan Noteholder, upon reasonable notice, during normal business hours access to
all records maintained thereby in respect of its rights and obligations
hereunder. Upon reasonable request, the Master Servicer and the Special Servicer
shall each furnish the Depositor, each Underwriter, the Trustee and each
Serviced Non-Trust Mortgage Loan Noteholder with its most recent publicly
available financial statements (or, if not available, the most recent publicly
available audited annual financial statements of its corporate parent, on a
consolidated basis) and such other non-proprietary information as the Master
Servicer or the Special Servicer, as the case may be, shall determine in its
sole and absolute discretion as it possesses, which is relevant to the
performance of its duties hereunder and which it is not prohibited by applicable
law or contract from disclosing. The Depositor may, but is not obligated to,
enforce the obligations of the Master Servicer and the Special Servicer
hereunder and may, but is not obligated to, perform, or cause a designee to
perform, any defaulted obligation of the Master Servicer or Special Servicer
hereunder or exercise the rights of the Master Servicer and the Special Servicer
hereunder; provided, however, that neither the Master Servicer nor the Special
Servicer shall be relieved of any of its obligations hereunder by virtue of such
performance by the Depositor or its designee and, provided, further, that the
Depositor may not exercise any right pursuant to Section 7.01 to terminate the
Master Servicer or the Special Servicer as a party to this Agreement. The
Depositor shall not have any responsibility or liability for any action or
failure to act by the Master Servicer or the Special Servicer and is not
obligated to supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise.

            SECTION 6.06.     Depositor, Master Servicer and Special Servicer to
                              Cooperate with Trustee.

            The Depositor, the Master Servicer and the Special Servicer shall
each furnish such reports, certifications and information as are reasonably
requested by the Trustee in order to enable it to perform its duties hereunder.

            SECTION 6.07.     Depositor, Special Servicer and Trustee to
                              Cooperate with Master Servicer.

            The Depositor, the Special Servicer and the Trustee shall each
furnish such reports, certifications and information as are reasonably requested
by the Master Servicer in order to enable it to perform its duties hereunder.


                                      -311-



            SECTION 6.08.     Depositor, Master Servicer and Trustee to
                              Cooperate with Special Servicer.

            The Depositor, the Master Servicer and the Trustee shall each
furnish such reports, certifications and information as are reasonably requested
by the Special Servicer in order to enable it to perform its duties hereunder.

            SECTION 6.09.     Designation of Special Servicer and Controlling
                              Class Representative, Class ___ Representative and
                              Class ___ Representative; Replacement of Special
                              Servicer by the Controlling Class and Others.

            (a)     Subject to Section 6.09(d), the Majority Controlling Class
Certificateholder(s) may at any time and from time to time designate a Person to
serve as Special Servicer hereunder and to replace any existing Special Servicer
without cause or any Special Servicer that has resigned or otherwise ceased to
serve (including in connection with a termination pursuant to Section 7.01) as
Special Servicer; provided that the Majority Controlling Class
Certificateholder(s) may not designate any Person to act as successor Special
Servicer with respect to any Serviced Loan Combination if such Person was
previously terminated as Special Servicer with respect to such Serviced Loan
Combination pursuant to Section 7.01. Such Holder or Holders shall so designate
a Person to serve as replacement Special Servicer by the delivery to the
Trustee, the Master Servicer, each Serviced Non-Trust Mortgage Loan Noteholder
and the existing Special Servicer of a written notice stating such designation.
The Trustee shall, promptly after receiving any such notice, deliver to the
Rating Agencies an executed Notice and Acknowledgment in the form attached
hereto as Exhibit I-1. If such Holders have not replaced the Special Servicer
within 30 days of such Special Servicer's resignation or the date such Special
Servicer has ceased to serve in such capacity, and subject to the prior rights
of any particular party to appoint a special servicer with respect to the
______________ Trust Mortgage Loan, the ______________ Loan Combination, the
________________ Loan Combination, the ______________ Portfolio Loan Combination
and/or the ___________________ Loan Combination in accordance with Section
6.09(d), the Trustee shall designate a successor Special Servicer, subject to
removal by the Majority Controlling Class Certificateholder(s) or as and to the
extent otherwise provided in Section 6.09(d) and appointment of a successor
thereto pursuant to the terms of this Section 6.09. Subject to Section 6.09(d)
and the proviso to the first sentence of this Section 6.09(a), any designated
Person (whether designated by Holders of the Controlling Class or by the
Trustee) shall become the Special Servicer on the date as of which the Trustee
shall have received all of the following: (1) written confirmation from each
Rating Agency (and, if applicable, Moody's) (obtained at the expense of the
outgoing Special Servicer, in connection with a resignation or a termination for
cause, including pursuant to Section 7.01, and otherwise at the expense of the
Controlling Class Certificateholders contemplated by the next paragraph) that
the appointment of such Person will not result in an Adverse Rating Event with
respect to any Class of Certificates or any outstanding class of Specially
Designated Non-Trust Mortgage Loan Securities rated by such rating agency; (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. Subject
to Section 6.09(d) and the proviso to the first sentence of this Section
6.09(a), any


                                      -312-



existing Special Servicer shall be deemed to have resigned simultaneously with
such designated Person's becoming the Special Servicer hereunder; provided,
however, that (i) the outgoing Special Servicer shall continue to be entitled to
receive all amounts accrued or owing to it under this Agreement on or prior to
the effective date of such resignation, whether in respect of Servicing Advances
or otherwise, (ii) if the outgoing Special Servicer was terminated without
cause, it shall be entitled to a portion of certain Workout Fees thereafter
payable with respect to the Corrected Mortgage Loans or otherwise (but only if
and to the extent permitted by Section 3.11(c)) and (iii) the outgoing Special
Servicer shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such resignation. The outgoing Special Servicer shall
cooperate with the Trustee and the replacement Special Servicer in effecting the
termination of the outgoing Special Servicer's responsibilities and rights
hereunder, including the transfer within two (2) Business Days to the
replacement Special Servicer for administration by it of all cash amounts that
shall at the time be or should have been credited by the outgoing Special
Servicer to a Custodial Account, a Servicing Account, a Reserve Account or an
REO Account or should have been delivered to the Master Servicer or that are
thereafter received with respect to Specially Serviced Mortgage Loans and
Administered REO Properties. The Trustee shall notify the other parties hereto,
the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders of
any termination of the Special Servicer and appointment of a new Special
Servicer in accordance with this Section 6.09(a).

            Any out-of-pocket costs and expenses incurred in connection with the
removal (without cause) of a Special Servicer pursuant to this Section 6.09(a)
and its replacement by a Person designated by the Majority Controlling Class
Certificateholder(s), that are not paid by the replacement Special Servicer
shall be paid by such Holder or Holders. The rights of the Majority Controlling
Class Certificateholders to replace the Special Servicer under this Section
6.09(a) shall be subject to Section 6.09(d), as well as to the provisions of the
respective Co-Lender Agreement for each Serviced Loan Combination if and to the
extent that such Co-Lender Agreement entitles one or more of the related
Non-Trust Mortgage Loan Noteholders to be consulted in connection with such
replacement; and it shall be an additional condition to any such replacement
that the Majority Controlling Class Certificateholder(s) shall have fulfilled,
or caused the fulfillment of, any conditions precedent to such replacement that
are set forth in such Co-Lender Agreements.

            (b)     The Majority Controlling Class Certificateholder(s) may also
select a representative (the "Controlling Class Representative") from whom the
Special Servicer will seek advice and approval and take direction under certain
circumstances, as described herein, and shall promptly notify the Trustee, the
Master Servicer and the Special Servicer of that selection. Notwithstanding the
foregoing, until a Controlling Class Representative is so selected in accordance
with the preceding sentence, or after receipt of a notice from the Majority
Controlling Class Certificateholder(s) that a Controlling Class Representative
is no longer designated, the Certificateholder (or, if the Certificates of the
Controlling Class are Book-Entry Certificates, the Certificate Owner), if any,
that beneficially owns more than 50% of the Class Principal Balance of the
Controlling Class of Certificates will be deemed to be the Controlling Class
Representative. The Controlling Class Representative shall be required to keep
all non-public information received by it in such capacity pursuant to this
Agreement confidential and, upon its designation as such, the Controlling Class
Representative (except with respect to the initial Controlling Class
Representative as provided in the following sentence) shall deliver to the
Trustee, the Master Servicer and the Special Servicer a written confirmation to
such effect, in the form of Exhibit O attached hereto (the "Controlling Class
Representative Confirmation"). The Controlling Class Representative Confirmation
shall also include confirmation of its acceptance of its appointment as


                                      -313-



Controlling Class Representative, an address and facsimile number for the
delivery of notices and other correspondence and a list of officers or employees
of such Person with whom the parties to this Agreement may deal (including their
names, titles, work addresses and facsimile numbers)). No appointment of any
Person as a Controlling Class Representative shall be effective until such
Person provides the Trustee and the Master Servicer with a Controlling Class
Representative Confirmation; provided that, upon its acquisition of all the
Class T Certificates, [____________________] shall be the initial Controlling
Class Representative without the need for delivery of a Controlling Class
Representative Confirmation, and by its acceptance of such designation, shall be
deemed to have agreed to keep all non-public information received by it in such
capacity from time to time pursuant to this Agreement confidential, subject to
applicable law.

            The Majority Class ___ Certificateholder(s), as certified by the
Certificate Registrar from time to time, shall also be entitled to select a
particular Holder or Certificate Owner of Class ___ Certificates as a
representative (the "Class ___ Representative") from whom the Special Servicer
will, as to the ______________ Trust Mortgage Loan or any related REO Property,
during the Class ___ Control Period, seek advice and approval under certain
circumstances, as provided herein, and shall promptly notify the Trustee, the
Master Servicer and the Special Servicer of that selection; provided, however,
that until a Class ___ Representative is so selected or after receipt of a
notice from the Majority Class ___ Certificateholder(s) that a Class ___
Representative is no longer designated, the Holder or Certificate Owner, as
applicable, of Class ___ Certificates that is entitled to the largest percentage
of Voting Rights allocated to the Class ___ Certificates will be the Class ___
Representative. Further, the Majority Class ___ Certificateholder(s), as
certified by the Certificate Registrar from time to time, shall also be entitled
to select a particular Holder or Certificate Owner of Class ___ Certificates or
a representative (the "Class ___ Representative") from whom the Special Servicer
will, as to the ______________ Loan Combination or any related REO Property,
during the Class ___ Control Period, seek advice and approval and take direction
under certain circumstances, as provided herein, and shall promptly notify the
Trustee, the Master Servicer and the Special Servicer of that selection;
provided, however, that until a Class ___ Representative is so selected or after
receipt of a notice from the Majority Class ___ Certificateholder(s) that a
Class ___ Representative is no longer designated, the Holder or Certificate
Owner, as applicable, of Class ___ Certificates that is entitled to the largest
percentage of Voting Rights allocated to the Class ___ Certificates will be the
Class ___ Representative. Each Loan-Specific Class Representative shall be
required to keep all non-public information received by it in such capacity
pursuant to this Agreement confidential.

            (c)     Notwithstanding the foregoing, if the Controlling Class of
Certificates, the Class ___ Certificates or the Class ___ Certificates, as
applicable, consists or consist, as applicable, of Book-Entry Certificates, then
the rights of the Holders of the Certificates of the Controlling Class, the
Class ___ Certificates or the Class ___ Certificates, as applicable, set forth
in Section 6.09(a) or Section 6.09(b) above may be exercised directly by the
relevant Certificate Owner(s), provided that the identity of such Certificate
Owner(s) has been confirmed to the Trustee to its reasonable satisfaction. If
the Certificates of the Controlling Class consist of Book-Entry Certificates,
then any costs or expenses incurred in connection with determining the identity
of the Controlling Class Representative shall be paid by the Trust or, if paid
by the Trustee, reimbursed to the Trustee out of the Trust Fund (in any event,
out of amounts otherwise payable with respect to the Controlling Class of
Certificates). If the Class ___ Certificates and/or the Class ___ Certificates
consist of Book-Entry Certificates, then any costs or expenses incurred in
connection with determining the identity of the related Loan-Specific Class
Representative shall be paid by the Trust or, if paid by the Trustee, reimbursed
to the Trustee out of the


                                      -314-



Trust Fund (in any event, out of amounts otherwise payable with respect to the
related Classes of Loan-Specific Certificates).

            (d)     For so long as a Class ___ Control Period is in effect, the
Class ___ Representative (in its capacity as ______________ Controlling Party)
shall be entitled, solely with respect to the ______________ Loan Combination,
to exercise any and all rights to terminate, appoint and/or replace the Special
Servicer that are granted to the Majority Controlling Class Certificateholder(s)
pursuant to the first paragraph of Section 6.09(a), in all cases subject to the
same terms, conditions and limitations as are applicable to any such
termination, appointment and/or replacement by the Majority Controlling Class
Certificateholder(s). Notwithstanding anything herein to the contrary, the Class
___ Representative shall not have any right to terminate, replace or appoint any
party as Special Servicer in respect of any Mortgage Loan or REO Property other
than the ______________ Loan Combination and any related REO Property.

            If a Class ___ Change of Control Event has occurred and is
continuing, then the ______________ Controlling Party (that is not the Class ___
Representative) shall be entitled, solely with respect to the ______________
Loan Combination, to exercise any and all rights to terminate, appoint and/or
replace the Special Servicer that are granted to the Majority Controlling Class
Certificateholder(s) pursuant to the first paragraph of Section 6.09(a), in all
cases subject to the same terms, conditions and limitations as are applicable to
any such termination, appointment and/or replacement by the Majority Controlling
Class Certificateholder(s). Notwithstanding anything herein to the contrary,
such ______________ Controlling Party shall not have any right to terminate,
replace or appoint any party as Special Servicer in respect of any Mortgage Loan
or REO Property other than the ______________ Loan Combination and any related
REO Property.

            For so long as no Serviced Loan Combination Change of Control Event
has occurred and is continuing with respect to the ___________________ Loan
Combination, the ___________________ Note B Non-Trust Mortgage Loan Noteholder
(in its capacity as Serviced Loan Combination Directing Holder with respect to
the ___________________ Loan Combination) shall be entitled, solely with respect
to the ___________________ Loan Combination, to exercise any and all rights to
terminate, appoint and/or replace the Special Servicer that are granted to the
Majority Controlling Class Certificateholder(s) pursuant to the first paragraph
of Section 6.09(a), in all cases subject to the same terms, conditions and
limitations as are applicable to any such termination, appointment and/or
replacement by the Majority Controlling Class Certificateholder(s).
Notwithstanding anything herein to the contrary, the ___________________ Note B
Non-Trust Mortgage Loan Noteholder in respect of the ___________________ Loan
Combination shall not have any right to terminate, replace or appoint any party
as Special Servicer in respect of any Mortgage Loan or REO Property other than
the ___________________ Loan Combination and any related REO Property.

            For so long as no Serviced Loan Combination Change of Control Event
has occurred and is continuing with respect to the ________________ Loan
Combination, the ________________ Note B Non-Trust Mortgage Loan Noteholder (in
its capacity as Serviced Loan Combination Directing Holder with respect to the
________________ Loan Combination) shall be entitled, solely with respect to the
________________ Loan Combination, to exercise any and all rights to terminate,
appoint and/or replace the Special Servicer that are granted to the Majority
Controlling Class Certificateholder(s) pursuant to the first paragraph of
Section 6.09(a), in all cases subject to the same terms, conditions and
limitations as are applicable to any such termination, appointment and/or
replacement by the Majority


                                      -315-



Controlling Class Certificateholder(s). Notwithstanding anything herein to the
contrary, the ________________ Note B Non-Trust Mortgage Loan Noteholder in
respect of the ________________ Loan Combination shall not have any right to
terminate, replace or appoint any party as Special Servicer in respect of any
Mortgage Loan or REO Property other than the ________________ Loan Combination
and any related REO Property.

            For so long as no Serviced Loan Combination Change of Control Event
has occurred and is continuing with respect to the ________________ Loan
Combination, the ________________ Note B Non-Trust Mortgage Loan Noteholder (in
its capacity as Serviced Loan Combination Directing Holder with respect to the
________________ Loan Combination) shall be entitled, solely with respect to the
________________ Loan Combination, to exercise any and all rights to terminate,
appoint and/or replace the Special Servicer that are granted to the Majority
Controlling Class Certificateholder(s) pursuant to the first paragraph of
Section 6.09(a), in all cases subject to the same terms, conditions and
limitations as are applicable to any such termination, appointment and/or
replacement by the Majority Controlling Class Certificateholder(s).
Notwithstanding anything herein to the contrary, the ________________ Note B
Non-Trust Mortgage Loan Noteholder in respect of the ________________ Loan
Combination shall not have any right to terminate, replace or appoint any party
as Special Servicer in respect of any Mortgage Loan or REO Property other than
the ________________ Loan Combination and any related REO Property.

            For so long as a Class ___ Control Period is in effect, the Class
___ Representative shall be entitled, solely with respect to the ______________
Trust Mortgage Loan or any related REO Property, to exercise any and all rights
to terminate, appoint and/or replace the Special Servicer that are granted to
the Majority Controlling Class Certificateholder(s) pursuant to the first
paragraph of Section 6.09(a), in all cases subject to the same terms, conditions
and limitations as are applicable to any such termination, appointment and/or
replacement by the Majority Controlling Class Certificateholder(s).
Notwithstanding anything herein to the contrary, the Class ___ Representative
shall not have any right to terminate, replace or appoint any party as Special
Servicer in respect of any Mortgage Loan or REO Property other than the
______________ Trust Mortgage Loan and any related REO Property.

            Notwithstanding the foregoing, the Majority Controlling Class
Certificateholder(s) shall continue to have all rights to terminate, appoint
and/or replace a Special Servicer in accordance with Section 6.09; provided
that: (i) for so long as no Class ___ Change of Control Event has occurred and
is continuing, the Majority Controlling Class Certificateholder(s) may not
terminate or replace, without cause, any Special Servicer appointed by the Class
___ Representative with respect to the ______________ Loan Combination or any
related REO Property pursuant to this Section 6.09(d); (ii) if a Class ___
Change of Control Event has occurred and is continuing, the Majority Controlling
Class Certificateholder(s) may not terminate or replace, without cause, any
Special Servicer appointed by the then ______________ Controlling Party with
respect to the ______________ Loan Combination or any related REO Property
pursuant to this Section 6.09(d); (iii) for so long as no Serviced Loan
Combination Change of Control Event has occurred and is continuing with respect
to the ___________________ Loan Combination, the Majority Controlling Class
Certificateholder(s) may not terminate or replace, without cause, any Special
Servicer appointed by the ___________________ Note B Non-Trust Mortgage Loan
Noteholder with respect to the ___________________ Loan Combination or any
related REO Property pursuant to this Section 6.09(d); (iv) for so long as no
Serviced Loan Combination Change of Control Event has occurred and is continuing
with respect to the ________________ Loan Combination, the Majority Controlling
Class Certificateholder(s) may not terminate or replace, without


                                      -316-



cause, any Special Servicer appointed by the ________________ Note B Non-Trust
Mortgage Loan Noteholder with respect to the ________________ Loan Combination
or any related REO Property pursuant to this Section 6.09(d); (v) for so long as
no Serviced Loan Combination Change of Control Event has occurred and is
continuing with respect to the ________________ Loan Combination, the Majority
Controlling Class Certificateholder(s) may not terminate or replace, without
cause, any Special Servicer appointed by the ________________ Note B Non-Trust
Mortgage Loan Noteholder with respect to the ________________ Loan Combination
or any related REO Property pursuant to this Section 6.09(d); and (vi) for so
long as a Class ___ Control Period is in effect, the Majority Controlling Class
Certificateholder(s) may not terminate or replace, without cause, any Special
Servicer appointed by the Class ___ Representative with respect to the
______________ Trust Mortgage Loan or any related REO Property pursuant to this
Section 6.09(d).

            If the Person acting as Special Servicer with respect to the
______________ Loan Combination, the ___________________ Loan Combination, the
________________ Loan Combination or the ________________ Loan Combination is
different from the Person acting as Special Servicer with respect to the Trust
Mortgage Loans that are not part of, and the REO Properties that do not relate
to, such Loan Combination, then the Person acting as Special Servicer with
respect to such Loan Combination shall constitute a Loan Combination-Specific
Special Servicer and the provisions of Section 7.01(e) shall apply in respect of
such circumstances.

            If the Person acting as Special Servicer with respect to the
______________ Trust Mortgage Loan or any related REO Property is different from
the Person acting as Special Servicer with respect to the Mortgage Pool
(exclusive of the Combination Trust Mortgage Loans or any successor REO Trust
Mortgage Loans with respect thereto), then the provisions of Section 7.01(e)
shall be deemed to apply to the Person acting as Special Servicer with respect
to the ______________ Trust Mortgage Loan or any related REO Property as if such
Person was a Loan Combination-Specific Special Servicer and the ______________
Trust Mortgage Loan was a Serviced Loan Combination.

            (e)     Any existing Loan Combination-Specific Special Servicer or
______________ Special Servicer removed pursuant to Section 6.09(d) shall be
deemed to have resigned simultaneously with its replacement becoming the new
Loan Combination-Specific Special Servicer hereunder with respect to the subject
Loan Combination or the new ______________ Special Servicer hereunder with
respect to the ______________ Trust Mortgage Loan or any related REO Property,
as the case may be; provided, however, that (i) the outgoing Loan
Combination-Specific Special Servicer or ______________ Special Servicer, as
applicable, 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, in respect
of the subject Loan Combination or the ______________ Trust Mortgage Loan, as
applicable, or any related REO Property, (ii) if the outgoing Loan-Combination
Specific Special Servicer or ______________ Special Servicer, as applicable, was
terminated without cause, it shall be entitled to a portion of certain Workout
Fees thereafter payable with respect to any Corrected Mortgage Loan(s)
constituting the subject Loan Combination or the ______________ Trust Mortgage
Loan, as applicable, but only if and to the extent permitted by Section 3.11(c),
and (iii) the outgoing Loan Combination-Specific Special Servicer or
______________ Special Servicer, as applicable, shall continue to be entitled to
the benefits of Section 6.03 notwithstanding any such resignation. The outgoing
Loan Combination-Specific Special Servicer or ______________ Special Servicer,
as applicable, shall cooperate with the Trustee and its replacement in effecting
the termination of the responsibilities and rights hereunder of the outgoing
Loan Combination-Specific


                                      -317-



Special Servicer or ______________ Special Servicer, as applicable, including
the transfer within two (2) Business Days to the replacement Loan
Combination-Specific Special Servicer or ______________ Special Servicer, as
applicable, for administration by it of all cash amounts relating to the subject
Loan Combination or the ______________ Trust Mortgage Loan, as applicable, or
any related REO Property that shall at the time be or should have been credited
by the Loan Combination-Specific Special Servicer or ______________ Special
Servicer, as applicable, 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 the subject Loan Combination
and/or any related REO Property. The Trustee shall notify the other parties
hereto and the Certificateholders of any termination of a Loan
Combination-Specific Special Servicer or ______________ Special Servicer, as
applicable, in accordance with Section 6.09(d) and appointment of a new Loan
Combination-Specific Special Servicer in accordance with Section 6.09(d).

            Any out-of-pocket costs and expenses incurred in connection with the
removal (without cause) of a Loan Combination-Specific Special Servicer or
______________ Special Servicer, as applicable, and the appointment of its
replacement, pursuant to Section 6.09(d), that are not paid by the replacement
Loan Combination-Specific Special Servicer or ______________ Special Servicer,
as applicable, shall be paid by the Person(s) effecting the removal in
accordance with Section 6.09(d). The rights of any Serviced Loan Combination
Controlling Party to replace the related Loan Combination-Specific Special
Servicer under Section 6.09(d) shall be subject to the provisions of the related
Co-Lender Agreement; and it shall be an additional condition to any such
replacement that such Serviced Loan Combination Controlling Party shall have
fulfilled, or caused the fulfillment of, any conditions precedent to such
replacement that are set forth in the related Co-Lender Agreement.

            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


                                      -318-



Servicer or its Affiliates or the Special Servicer or its Affiliates, as
appropriate) shall have failed to object in writing (with a copy to the related
Serviced Non-Trust Mortgage Loan Noteholder(s), if a Serviced Loan Combination
is involved) to the proposal described in the written notice, and if the Master
Servicer or the Special Servicer shall act as proposed in the written notice
within 30 days, such action shall be deemed to comply with, but not modify, the
Servicing Standard. The Trustee shall be entitled to reimbursement from the
Master Servicer or the Special Servicer, as applicable, for the reasonable
expenses of the Trustee incurred pursuant to this paragraph. It is not the
intent of the foregoing provision that the Master Servicer or the Special
Servicer be permitted to invoke the procedure set forth herein with respect to
routine servicing matters arising hereunder, but rather only in the case of
unusual circumstances.

            SECTION 6.11.     Certain Powers of the Controlling Class
                              Representative and the Class ___ Representative.

            (a)     Each of the Master Servicer and the Special Servicer shall
notify (in writing) the Controlling Class Representative (and, if the
______________ Trust Mortgage Loan is involved, the Class ___ Representative) of
its intention to take any Specially Designated Servicing Action with respect to
any Serviced Mortgage Loan and shall provide the Controlling Class
Representative (and, if the ______________ Trust Mortgage Loan is involved, the
Class ___ Representative) with all reasonably requested information with respect
thereto. Subject to Section 6.11(b) and the penultimate paragraph of this
Section 6.11(a), the Controlling Class Representative will be entitled to advise
the Special Servicer (in the event the Special Servicer is authorized under this
Agreement to take the subject action) or the Master Servicer (in the event the
Master Servicer is authorized under this Agreement to take the subject action),
as applicable, with respect to any and all Specially Designated Servicing
Actions that may be taken thereby relating to the Serviced Mortgage Loans and
any Administered REO Properties; and, further subject to Section 6.11(b) and the
penultimate paragraph of this Section 6.11(a), neither the Master Servicer nor
the Special Servicer will be permitted to take (or, in the case of the Special
Servicer, if and to the extent applicable, consent to the Master Servicer's
taking) any Specially Designated Servicing Action with respect to any Serviced
Mortgage Loan or Administered REO Property if the Controlling Class
Representative has objected in writing within ten (10) Business Days (or, in the
case of the Specially Designated Servicing Actions set forth in clause (iii),
clause (viii), clause (x) and, in the case of Performing Serviced Mortgage
Loans, clause (ix), of the definition of "Specially Designated Servicing
Action", within five (5) Business Days) of having been notified in writing
thereof and having been provided with all information that the Controlling Class
Representative has reasonably requested with respect thereto promptly following
its receipt of the subject notice (it being understood and agreed that if such
written objection has not been received by the Special Servicer or the Master
Servicer, as applicable, within such ten (10) Business Day (or five (5) Business
Day, as applicable) period, then the Controlling Class Representative will be
deemed to have approved the taking of the subject action); provided that, if the
Special Servicer or the Master Servicer, as applicable, determines that failure
to take such action would violate the Servicing Standard, then the Special
Servicer or the Master Servicer, as the case may be, may take (or, in the case
of the Special Servicer, if and to the extent applicable, consent to the Master
Servicer's taking) any such action without waiting for the Controlling Class
Representative's response; and provided, further, that the foregoing rights of
the Controlling Class Representative shall not relate to any Serviced Mortgage
Loan that is part of, or any Administered REO Property that relates to, a
Serviced Loan Combination, regarding which the rights and powers of the
specified Persons set forth under Section 6.12 are instead applicable.


                                      -319-



            In addition, subject to Section 6.11(b) and the next paragraph of
this Section 6.11(a), the Controlling Class Representative may direct the
Special Servicer to take, or to refrain from taking, any actions with respect to
the servicing and/or administration of a Specially Serviced Mortgage Loan or an
Administered REO Property as the Controlling Class Representative may deem
advisable or as to which provision is otherwise made herein; provided that the
foregoing rights of the Controlling Class Representative shall not relate to any
Specially Serviced Mortgage Loan that is part of, or any Administered REO
Property that relates to, a Serviced Loan Combination. Upon reasonable request,
the Special Servicer shall provide the Controlling Class Representative with any
information in such servicer's possession with respect to such matters,
including its reasons for determining to take a proposed action; provided that
such information shall also be provided, in a written format, to the Trustee,
who shall make it available for review pursuant to Section 8.14(b).

            Notwithstanding the foregoing, but subject to Section 6.11(b), for
so long as a Class ___ Control Period is in effect, the Class ___ Representative
(rather than the Controlling Class Representative) shall be entitled to exercise
all of the rights and powers of the Controlling Class Representative specified
in the two preceding paragraphs, including rights to approve or consent to
actions of, to advise and/or to direct the Master Servicer and/or the Special
Servicer, with respect to, but solely with respect to, the ______________ Trust
Mortgage Loan or any related REO Property.

            Each of the Master Servicer (with respect to Performing Serviced
Mortgage Loans) and the Special Servicer (with respect to Specially Serviced
Mortgage Loans), as applicable, shall notify the Controlling Class
Representative (and, if the ______________ Trust Mortgage Loan is involved, the
Class ___ Representative) of any release or substitution of collateral for a
Serviced Mortgage Loan that is not part of a Loan Combination even if such
release or substitution is required by the terms of such Serviced Mortgage Loan.

            (b)     Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by the Controlling Class Representative or the
Class ___ Representative, as applicable, with respect to any Serviced Mortgage
Loan or Administered REO Property, as contemplated by Section 6.11(a), may (and
the Special Servicer and the Master Servicer shall each ignore and act without
regard to any such advice, direction or objection that such servicer has
determined, in its reasonable, good faith judgment, would) require or cause the
Master Servicer or the Special Servicer, as applicable, to violate any provision
of this Agreement (exclusive of Section 6.11(a)) (including such servicer's
obligation to act in accordance with the Servicing Standard), the related loan
documents (including any applicable co-lender and/or intercreditor agreements)
or applicable law (including the REMIC Provisions). Furthermore, the Special
Servicer shall not be obligated to seek approval from the Controlling Class
Representative or the Class ___ Representative, as applicable, pursuant to
Section 6.11(a), for any actions to be taken by the Special Servicer with
respect to the workout or liquidation of any particular Specially Serviced Trust
Mortgage Loan if:

                    (i)     the Special Servicer has, as provided in Section
      6.11(a), notified the Controlling Class Representative or the Class ___
      Representative, as applicable, in writing of various actions that the
      Special Servicer proposes to take with respect to the workout or
      liquidation of such Specially Serviced Trust Mortgage Loan; and

                    (ii)    for 60 days following the first such notice, the
      Controlling Class Representative or the Class ___ Representative, as
      applicable, has objected to all of those


                                      -320-



      proposed actions and has failed to suggest any alternative actions that
      the Special Servicer considers to be consistent with the Servicing
      Standard.

            Also notwithstanding anything herein to the contrary, the provisions
of Section 6.11(a), and the rights and powers of the Controlling Class
Representative provided for in Section 6.11(a), shall not apply to any Serviced
Loan Combination or any related Administered REO Property; provided that this
paragraph is not intended to limit any rights or powers that the Controlling
Class Representative may have under Section 6.12.

            (c)     The Controlling Class Representative is hereby authorized to
exercise the rights and powers of the Trustee, as holder of the Mortgage Note
for each Outside Serviced Trust Mortgage Loan, under Section 3.02 (or, in the
case of the ____________________ Trust Mortgage Loan, Sections 3.02 and 3.03) of
the related Co-Lender Agreement (and any corresponding provisions of the related
Outside Servicing Agreement), including for purposes of exercising, either
individually or together with related Non-Trust Mortgage Loan Noteholder(s), as
the case may be, consent rights, consultation rights, rights to direct servicing
and rights to replace the related Outside Special Servicer; provided that any
purchase option or cure rights may be exercised by the Controlling Class
Representative only in its individual capacity with its own funds; and provided,
further, that the Controlling Class Representative shall not consent to an
extension of the maturity date of the ____________________ Trust Mortgage Loan
without first obtaining confirmation from each Rating Agency that such extension
will not result in an Adverse Rating Event. Promptly following the initial such
appointment of a Controlling Class Representative and any subsequent such
appointment of a successor Controlling Class Representative, with respect to
each Outside Serviced Trust Mortgage Loan, the Trustee shall inform the related
Outside Master Servicer, the related Outside Special Servicer and the related
Non-Trust Mortgage Loan Noteholder(s) (and from time to time shall ensure that
such parties remain similarly informed) that the Controlling Class
Representative is entitled, to the full extent permitted under the related
Co-Lender Agreement, to exercise such rights and powers of the Trustee, in its
capacity as holder of the Mortgage Note for the subject Outside Serviced Trust
Mortgage Loan, under Section 3.02 (or, in the case of the ____________________
Trust Mortgage Loan, Sections 3.02 and 3.03) of the related Co-Lender Agreement
(and any corresponding provisions of the related Outside Servicing Agreement),
and, further, the Trustee shall take such other actions as may be required under
the related Co-Lender Agreement in order to permit the Controlling Class
Representative to exercise such rights and powers. The Controlling Class
Representative shall be subject to the same limitations, constraints and
restrictions in exercising such rights and powers as would be applicable to the
Trustee, in its capacity as holder of the Mortgage Note for the subject Outside
Serviced Trust Mortgage Loan. In addition, subject to Section 7.01(f) and each
other section hereof that specifically addresses a particular matter with
respect to any Outside Serviced Trust Mortgage Loan, if the Trustee is requested
to take any action in its capacity as holder of the Mortgage Note for such
Outside Serviced Trust Mortgage Loan, pursuant to the related Co-Lender
Agreement and/or the related Outside Servicing Agreement, then the Trustee will
notify (in writing), and act in accordance with the instructions of, the
Controlling Class Representative; provided that, if such instructions are not
provided within the prescribed time period, then the Trustee, subject to
Sections 8.01 and 8.02, shall take such action or inaction as it deems to be in
the best interests of the Certificateholders (as a collective whole) and shall
have all rights and powers incident thereto; and provided, further, that the
Trustee, with respect to any Outside Serviced Trust Mortgage Loan or Outside
Administered REO Property, (i) shall not be required to take any action that
relates to directing or approving any servicing related action under the related
Outside Servicing Agreement or the related Outside Co-Lender Agreement, to the
extent that the Controlling Class Representative has been notified


                                      -321-



thereof and has failed to provide instructions with respect to such action
within the prescribed time period, and (ii) shall not take any action that is
not permitted under applicable law or the terms of the related Co-Lender
Agreement or the related Outside Servicing Agreement or any action that is, in
the good faith, reasonable discretion of the Trustee, materially adverse to the
interests of the Certificateholders (as a collective whole).

            (d)     Neither the Controlling Class Representative nor the Class
___ Representative will have any liability to the Certificateholders for any
action taken, or for refraining from the taking of any action, pursuant to this
Agreement (whether pursuant to this Section 6.11 or otherwise), or for errors in
judgment; provided, however, that neither the Controlling Class Representative
nor the Class ___ Representative will be protected against any liability to any
Controlling Class Certificateholder or Class ___ Certificateholder, as
applicable, which would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence in the performance of duties or by reason of negligent
disregard of obligations or duties. Each Certificateholder acknowledges and
agrees, by its acceptance of its Certificates, that: (i) the Controlling Class
Representative may, and is permitted hereunder to, have special relationships
and interests that conflict with those of Holders of one or more Classes of
Certificates; (ii) the Controlling Class Representative may, and is permitted
hereunder to, act solely in the interests of the Holders of the Controlling
Class of Certificates; (iii) the Controlling Class Representative does not have
any duties or liability to the Holders of any Class of Certificates other than
the Controlling Class of Certificates; (iv) the Controlling Class Representative
may, and is permitted hereunder to, take actions that favor interests of the
Holders of the Controlling Class of Certificates 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 of
Certificates; and (vi) the Controlling Class Representative shall have no
liability whatsoever for having acted solely in the interests of the Holders of
the Controlling Class of Certificates, and no Certificateholder may take any
action whatsoever against the Controlling Class Representative, any Holder of
the Controlling Class of Certificates or any director, officer, employee, agent
or principal thereof for having so acted. Each Certificateholder acknowledges
and agrees, by its acceptance of its Certificates, that: (i) the 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 Class ___ Representative may, and is permitted hereunder
to, act solely in the interests of the Holders of the Class ___ Certificates;
(iii) the Class ___ Representative does not have any duties or liability to the
Holders of any Class of Certificates other than the Class ___ Certificates; (iv)
the Class ___ Representative may, and is permitted hereunder to, take actions
that favor interests of the Holders of the Class ___ Certificates over the
interests of the Holders of one or more other Classes of Certificates; (v) the
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 Class ___
Certificates; and (vi) the Class ___ Representative shall have no liability
whatsoever for having acted solely in the interests of the Holders of the Class
___ Certificates, and no Certificateholder may take any action whatsoever
against the Class ___ Representative, any Holder of the Controlling Class of
Certificates or any director, officer, employee, agent or principal thereof for
having so acted.


                                      -322-



            SECTION 6.12.     Certain Matters Regarding the Serviced Loan
                              Combinations.

            (a)     Each of the Master Servicer and the Special Servicer, as
applicable, shall notify (in writing) the Controlling Class Representative, the
related Non-Trust Mortgage Loan Noteholder(s), the related Serviced Loan
Combination Controlling Party and, in the case of the ______________ Loan
Combination, upon the occurrence of a ______________ Co-Directing Lender Event,
the ______________ Co-Directing Lender, of its intention to take any Specially
Designated Servicing Action with respect to any Serviced Loan Combination or
related REO Property and shall provide each such party with all reasonably
requested information with respect thereto. Subject to Section 6.12(b), and
further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) (or, in
the case of the ______________ Loan Combination, to Section 4.2) of the related
Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party
(or, in the case of the ______________ Loan Combination, upon the occurrence of
a ______________ Co-Directing Lender Event, the ______________ Co-Directing
Lenders,) will be entitled to advise the Special Servicer (in the event the
Special Servicer is authorized under this Agreement to take the subject action)
or the Master Servicer (in the event the Master Servicer is authorized under
this Agreement to take the subject action), as applicable, with respect to any
and all Specially Designated Servicing Actions with respect to a Serviced Loan
Combination or any related REO Property; and, further subject to Section 6.12(b)
of this Agreement and Section 3.02(b) (or, in the case of the ______________
Loan Combination, to Section 4.2) of the related Co-Lender Agreement, neither
the Master Servicer nor the Special Servicer shall be permitted to take (or, in
the case of the Special Servicer, if and when appropriate hereunder, to consent
to the Master Servicer's taking) any of the related Specially Designated
Servicing Actions with respect to a Serviced Loan Combination or any related REO
Property if the applicable Serviced Loan Combination Controlling Party has
objected in writing within ten (10) Business Days of the applicable Serviced
Loan Combination Controlling Party having been notified in writing thereof and
having been provided with all reasonably requested information with respect
thereto (it being understood and agreed that if such written objection to the
subject action on the part of the applicable Serviced Loan Combination
Controlling Party has not been received by the Master Servicer or the Special
Servicer, as applicable, within such ten (10) Business Day period, then the
applicable Serviced Loan Combination Controlling Party (or, in the case of the
______________ Loan Combination, upon the occurrence of a ______________
Co-Directing Lender Event, the ______________ Co-Directing Lenders) will be
deemed to have approved of the subject action); provided that, if the Special
Servicer or the Master Servicer, as applicable, determines that immediate action
is necessary to protect the interests of the Certificateholders and the related
Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole), then the
Special Servicer or the Master Servicer, as the case may be, may take (or, in
the case of the Special Servicer, if and when appropriate hereunder, may consent
to the Master Servicer's taking) any such action without waiting for the
applicable Serviced Loan Combination Controlling Party's (or, in the case of the
______________ Loan Combination upon the occurrence of a ______________
Co-Directing Lender Event, the ______________ Co-Directing Lenders') response;
provided that, with respect to the ______________ Loan Combination, upon a
______________ Co-Directing Lender Event, if within the time frames set forth in
the ______________ Co-Lender Agreement, the ______________ Co-Directing Lenders
do not provide mutual consent or a mutual objection to any action the Special
Servicer may implement such actions; and provided, further, that, under
circumstances where the Controlling Class Representative is not the applicable
Serviced Loan Combination Controlling Party, nothing herein shall be intended to
limit the right of the Controlling Class Representative to consult with the
Master Servicer or the Special Servicer, as applicable, regarding any Serviced
Loan Combination or related REO Property, and during the ten (10) Business Day
period


                                      -323-



referred to above (or such shorter period as is contemplated by the immediately
preceding proviso), the Master Servicer or the Special Servicer, as applicable,
shall consult with the Controlling Class Representative regarding its views as
to the proposed action (but may, in its sole discretion, reject any advice,
objection or direction from the Controlling Class Representative) and, upon
reasonable request, the Master Servicer or the Special Servicer, as applicable,
shall provide the Controlling Class Representative with any information in such
servicer's possession with respect to such matters, including its reasons for
determining to take a proposed action.

            In addition, subject to Section 6.12(b), and further subject to
Section 3.01(b), Section 3.01(c) and Section 3.02(b) (or, in the case of the
______________ Loan Combination, to Section 4.2) of the related Co-Lender
Agreement, if and to the extent provided for under the subject Co-Lender
Agreement, the applicable Serviced Loan Combination Controlling Party (or, in
the case of the ______________ Loan Combination, upon the occurrence of a
______________ Co-Directing Lender Event, the ______________ Co-Directing
Lenders) may direct the Special Servicer or the Master Servicer, as appropriate
based on their respective duties hereunder, to take, or to refrain from taking,
such actions with respect to each Serviced Loan Combination or any related REO
Property as the applicable Serviced Loan Combination Controlling Party may deem
consistent with the related Co-Lender Agreement or as to which provision is
otherwise made in the related Co-Lender Agreement. Upon reasonable request, the
Special Servicer or the Master Servicer, as appropriate based on their
respective duties hereunder, shall, with respect to each Serviced Loan
Combination or any related REO Property, provide the applicable Serviced Loan
Combination Controlling Party (or, in the case of the ______________ Loan
Combination, upon the occurrence of a ______________ Co-Directing Lender Event,
the ______________ Co-Directing Lenders) with any information in such servicer's
possession with respect to such matters, including its reasons for determining
to take a proposed action; provided that such information shall also be
provided, in a written format, to the Trustee who shall make it available for
review pursuant to Section 8.14(b). Promptly following the Special Servicer or
the Master Servicer receiving any direction with respect to a Serviced Loan
Combination or any related REO Property from the applicable Serviced Loan
Combination Controlling Party (or, in the case of the ______________ Loan
Combination, upon the occurrence of a ______________ Co-Directing Lender Event,
the ______________ Co-Directing Lenders) as contemplated by this paragraph, and
in any event prior to acting on such direction, such servicer shall notify the
Trustee, the Controlling Class Representative (if it is not the applicable
Serviced Loan Combination Controlling Party) and each related Serviced Non-Trust
Mortgage Loan Noteholder (if neither it nor its designee is the applicable
Serviced Loan Combination Controlling Party).

            Each of the Master Servicer (with respect to Performing Serviced
Mortgage Loans) and the Special Servicer (with respect to Specially Serviced
Mortgage Loans), as applicable, shall notify the related Serviced Non-Trust
Mortgage Loan Noteholder, the Controlling Class Representative and any other
Person that may be the applicable Serviced Loan Combination Controlling Party
(or, in the case of the ______________ Loan Combination, upon the occurrence of
a ______________ Co-Directing Lender Event, the ______________ Co-Directing
Lenders) of any release or substitution of collateral for a Serviced Loan
Combination even if such release or substitution is required by the terms of
such Serviced Loan Combination.

            (b)     Notwithstanding anything herein to the contrary, no advice,
direction or objection with respect to any Serviced Loan Combination or related
REO Property from or by the applicable Serviced Loan Combination Controlling
Party (or, in the case of the ______________ Loan


                                      -324-



Combination, upon the occurrence of a ______________ Co-Directing Lender Event,
the ______________ Co-Directing Lenders), as contemplated by Section 6.12(a),
may (and the Special Servicer and the Master Servicer shall each ignore and act
without regard to any such advice, direction or objection that the Special
Servicer or the Master Servicer, as applicable, has determined, in its
reasonable, good faith judgment, will) require, cause or permit such servicer to
violate any provision of the related Co-Lender Agreement or this Agreement
(exclusive of Section 6.12(a)) (including such servicer's obligation to act in
accordance with the Servicing Standard), the related loan documents or
applicable law or result in an Adverse REMIC Event or an Adverse Grantor Trust
Event. Furthermore, neither the Special Servicer nor the Master Servicer shall
be obligated to seek approval from the applicable Serviced Loan Combination
Controlling Party (or, in the case of the ______________ Loan Combination, upon
the occurrence of a ______________ Co-Directing Lender Event, the ______________
Co-Directing Lenders) for any actions to be taken by such servicer with respect
to the workout or liquidation of any Serviced Loan Combination if: (i) such
servicer has, as provided in Section 6.12(a), notified the applicable Serviced
Loan Combination Controlling Party (or, in the case of the ______________ Loan
Combination, upon the occurrence of a ______________ Co-Directing Lender Event,
the ______________ Co-Directing Lenders), in writing of various actions that
such servicer proposes to take with respect to the workout or liquidation of
such Serviced Loan Combination; and (ii) for 60 days following the first such
notice, the applicable Serviced Loan Combination Controlling Party (or, in the
case of the ______________ Loan Combination, upon the occurrence of a
______________ Co-Directing Lender Event, the ______________ Co-Directing
Lenders), has objected to all of those proposed actions and has failed to
suggest any alternative actions that such servicer considers to be consistent
with the Servicing Standard.

            (c)     The Serviced Loan Combination Controlling Party (or, in the
case of the ______________ Loan Combination, upon the occurrence of a
______________ Co-Directing Lender Event, the ______________ Co-Directing
Lenders) for a Serviced Loan Combination will not have any liability to the
Trust or the Certificateholders, in the case of a related Serviced Non-Trust
Mortgage Loan Noteholder or its designee acting in such capacity, or to the
related Serviced Non-Trust Mortgage Loan Noteholder(s), in the case of the
Controlling Class Representative acting in such capacity, for any action taken,
or for refraining from the taking of any action, in good faith pursuant to this
Agreement or the related Co-Lender Agreement, or for errors in judgment;
provided, however, that such Serviced Loan Combination Controlling Party or
______________ Co-Directing Lenders, as applicable, 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. The Class ___ Representative
will have no liability to the Certificateholders for any action taken, or for
refraining from the taking of any action, pursuant to this Agreement (whether
pursuant to this Section 6.12 or otherwise), or for errors in judgment;
provided, however, that the Class ___ Representative will not be protected
against any liability to any Class ___ Certificateholder which would otherwise
be imposed by reason of willful misfeasance, bad faith or negligence in the
performance of duties or by reason of negligent disregard of obligations or
duties. Each Certificateholder acknowledges and agrees, by its acceptance of its
Certificates, that: (i) the 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 Class ___
Representative may, and is permitted hereunder to, act solely in the interests
of the Holders of the Class ___ Certificates; (iii) the Class ___ Representative
does not have any duties or liability to the Holders of any Class of
Certificates other than the Class ___ Certificates; (iv) the Class ___
Representative may, and is permitted hereunder to, take actions that favor
interests of the Holders of the Class ___ Certificates over the interests of the
Holders of one or more


                                      -325-



other Classes of Certificates; (v) the 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 Class ___ Certificates; and (vi) the Class ___
Representative shall have no liability whatsoever for having acted solely in the
interests of the Holders of the Class ___ Certificates, and no Certificateholder
may take any action whatsoever against the Class ___ Representative, any Holder
of the Class ___ Certificates or any director, officer, employee, agent or
principal thereof for having so acted.

            (d)     The Serviced Loan Combination Directing Lender for a
Serviced Loan Combination may, in accordance with Section 3.02(d) (or, in the
case of the ______________ Loan Combination, Section ___ of the related
Co-Lender Agreement, designate a representative to exercise its rights and
powers under Section 3.02 of the related Co-Lender Agreement and this Section
6.12 or otherwise under the related Co-Lender Agreement and this Agreement. In
that regard, upon the occurrence and continuance of a Serviced Loan Combination
Change of Control Event (if applicable) with respect to a Serviced Loan
Combination or related REO Property, and/or if and for so long as the Trust, as
holder of the Serviced Combination Trust Mortgage Loan in such Serviced Loan
Combination (or any successor REO Trust Mortgage Loan with respect thereto), is
or may be part of, as applicable, the applicable Serviced Loan Combination
Directing Lender (including, where, acting together with the ______________
Non-Trust Mortgage Loan Noteholder, the Trust could constitute one of the
______________ Co-Directing Lenders or the "Controlling Holder" (as defined in
the related Co-Lender Agreement)), the Controlling Class Representative or, in
the case of the ______________ Loan Combination, during a Class ___ Control
Period, the Class ___ Representative (i) is hereby designated as the
representative of the Trust for purposes of or in connection with exercising the
rights and powers of the applicable Serviced Loan Combination Directing Lender,
Serviced Loan Combination Controlling Party or ______________ Co-Directing
Lender under, as applicable, Section 3.02 (or, in the case of the ______________
Loan Combination, Section ___) of the related Co-Lender Agreement and (ii) shall
be (or, if applicable in the case of the ______________ Loan Combination, may be
part of) the applicable Serviced Loan Combination Controlling Party hereunder.
The Trustee shall take such actions as are necessary or appropriate to make such
designation effective in accordance with Section 3.02(d) (or, in the case of the
______________ Loan Combination, Section 4.2) of the related Co-Lender
Agreement, including providing notices to the related Serviced Non-Trust
Mortgage Loan Noteholder(s). The Master Servicer shall provide the parties to
this Agreement with notice of the occurrence of a Serviced Loan Combination
Change of Control Event (if applicable) with respect to any Serviced Loan
Combination or related REO Property, promptly upon becoming aware thereof.

            (e)     Each related Serviced Non-Trust Mortgage Loan Noteholder
shall be entitled to receive, upon request, a copy of any notice or report
required to be delivered (upon request or otherwise) to the Trustee with respect
to a Serviced Loan Combination or any related REO Property by any other party
hereto. Subject to the related Co-Lender Agreement, any such other party shall
be permitted to require payment of a sum sufficient to cover the reasonable
costs and expenses of providing such copies in accordance with this Section
6.12(e).

            (f)     Notwithstanding anything herein to the contrary, any
appointment of a successor Special Servicer hereunder, insofar as it affects any
Serviced Loan Combination or any related REO Property, will be subject to any
consultation rights of the related Serviced Non-Trust Mortgage Loan
Noteholder(s) expressly provided for under the related Co-Lender Agreement.


                                      -326-



            (g)     [The parties hereto recognize and acknowledge, in the case
of each Serviced Loan Combination, the rights of each related Serviced Non-Trust
Mortgage Loan Noteholder under the related Co-Lender Agreement, including: (i)
in the case of each Serviced A/B Loan Combination, the right to purchase the
related Serviced Combination Trust Mortgage Loan under the circumstances
contemplated by Section 4.03 of the related Co-Lender Agreement; and (ii) in the
case of each of the ___________________ Loan Combination, the ________________
Loan Combination and the ________________ Loan Combination, the right to
exercise cure rights with respect to the related Serviced Combination Trust
Mortgage Loan. In connection with the foregoing, the Master Servicer (if the
subject Serviced Combination Trust Mortgage Loan is a Performing Serviced
Mortgage Loan) or the Special Servicer (if the subject Serviced Combination
Trust Mortgage Loan is a Specially Serviced Mortgage Loan), as applicable, shall
take all actions required on the part of the holder of the subject Serviced
Combination Trust Mortgage Loan or contemplated to be performed by a servicer,
in any case under Section ___ or Section ___, as applicable, of the related
Co-Lender Agreement, including the delivery of all necessary notices on a timely
basis and/or the calculation of the applicable purchase price, as well as all
other actions necessary and appropriate to effect the transfer of the subject
Serviced Combination Trust Mortgage Loan (in connection with the purchase
thereof under the related Co-Lender Agreement) to the applicable Serviced
Non-Trust Mortgage Loan Noteholder or its designee and/or to permit the
applicable Serviced Non-Trust Mortgage Loan Noteholder to effectuate a cure of
any defaults under the subject Serviced Combination Non-Trust Mortgage Loan.
Further in connection with the foregoing, with respect to any Serviced Loan
Combination as to which the related Co-Lender Agreement provides for cure rights
on the part of the related Non-Trust Mortgage Loan Noteholder, the Master
Servicer (if the subject Serviced Combination Trust Mortgage Loan is a
Performing Serviced Mortgage Loan) or the Special Servicer (if the subject
Serviced Combination Trust Mortgage Loan is a Specially Serviced Mortgage Loan),
as applicable, shall notify such Non-Trust Mortgage Loan Noteholder (i) of any
event of default with respect to the subject Serviced Loan Combination that is
susceptible of cure under Section ___ of the related Co-Lender Agreement,
promptly (and, in any event, within [two] Business Days) after the applicable
servicer has actual knowledge thereof (although such notice is not required to
state whether such event of default is susceptible of cure thereunder), and (ii)
of any material event of default (although such notice is not required to state
whether such event of default is material).

            (h)     The Master Servicer (if the related Serviced Combination
Trust Mortgage Loan is a Performing Serviced Mortgage Loan) or the Special
Servicer (if the related Serviced Combination Trust Mortgage Loan is a Specially
Serviced Mortgage Loan), as applicable, shall take all actions relating to the
servicing and/or administration of, and the preparation and delivery of reports
and other information with respect to, each Serviced Loan Combination or any
related REO Property required to be performed by the holder of the related
Serviced Combination Trust Mortgage Loan or contemplated to be performed by a
servicer, in any case pursuant to the related Co-Lender Agreement and/or any
related mezzanine loan intercreditor agreement.

            (i)     [For purposes of determining whether a Serviced Loan
Combination Change of Control Event has occurred, as well as the identity of the
Serviced Loan Combination Directing Lender, with respect to any Serviced Loan
Combination, any Appraisal Reduction Amount that exists with respect to a
Serviced Loan Combination shall be allocated: (i) in the case of a Serviced A/B
Loan Combination, first, to the related Serviced Non-Trust Mortgage Loan (or any
successor REO Mortgage Loan with respect thereto), up to an aggregate amount
equal to the then unpaid principal balance of the related Serviced Non-Trust
Mortgage Loan (or any successor REO Mortgage Loan with respect thereto),


                                      -327-



together with all accrued and unpaid interest thereon (other than Default
Interest); and then, to the related Serviced Combination Trust Mortgage Loan (or
any successor REO Trust Mortgage Loan with respect thereto); and (ii) in the
case of the ______________ Loan Combination, first, to the ______________ Loan
Component A-1b, up to an aggregate amount equal to the then unpaid principal
balance of the Station Place Loan Component A-1b, together with all accrued and
unpaid interest thereon (other than Default Interest), and then, to the
______________ Loan Component A-1a and the ______________ Non-Trust Loan (or any
successor REO Mortgage Loan with respect thereto), on a pro rata basis by
balance.]

            (j)     Notwithstanding anything herein to the contrary, if this
Agreement provides for obtaining a rating confirmation with respect to any
Specially Designated Non-Trust Mortgage Loan Securities in connection with any
action hereunder, no party hereto shall obtain such rating confirmation unless
it is reasonably assured that the cost of such rating confirmation (or the
applicable share thereof in accordance with the related Co-Lender Agreement)
will be borne (without right of reimbursement from the Trust) by the related
Non-Trust Mortgage Loan Securitization Trust or by another third party other
than the Trust.

            (k)     In the case of the ___________________ Loan Combination, the
Special Servicer shall provide the ___________________ Note B Non-Trust Mortgage
Loan Noteholder with 10 days' prior notice of its intent to foreclose upon the
___________________ Mortgaged Property or to accept a deed-in-lieu of
foreclosure with respect to the ___________________ Mortgaged Property.


                                      -328-



                                   ARTICLE VII

                                     DEFAULT

            SECTION 7.01.     Events of Default and Outside Servicer Defaults.

            (a)     "Event of Default", wherever used herein, means any one of
the following events:

                    (i)     any failure by the Master Servicer to deposit into a
      Custodial Account, any amount required to be so deposited by it under this
      Agreement, which failure continues unremedied for one (1) Business Day
      following the date on which a deposit was first required to be made; or

                    (ii)    any failure by the Special Servicer to deposit into
      an REO Account or to deposit into, or to remit to the Master Servicer for
      deposit into, a Custodial Account, any amount required to be so deposited
      or remitted under this Agreement, which failure continues unremedied for
      one (1) Business Day following the date on which a deposit or remittance
      was first required to be made; or

                    (iii)   any failure by the Master Servicer to deposit into,
      or remit to the Trustee for deposit into, the Collection Account, any
      amount (including any P&I Advances and any amounts to cover Prepayment
      Interest Shortfalls) required to be so deposited or remitted by it under
      this Agreement, which failure continues unremedied until 11:00 a.m. (New
      York City time) on the applicable Distribution Date, or any failure by the
      Master Servicer to make, on a timely basis, any required payment to any
      Serviced Non-Trust Mortgage Loan Noteholder, which failure continues
      unremedied until 11:00 a.m. (New York City time) on the Business Day next
      following the date on which such payment was first required to be made; or

                    (iv)    any failure by the Master Servicer or the Special
      Servicer to timely make any Servicing Advance required to be made by it
      hereunder, which Servicing Advance remains unmade for a period of three
      (3) Business Days following the date on which notice of such failure shall
      have been given to the Master Servicer or the Special Servicer, as the
      case may be, by any other party hereto; or

                    (v)     any failure on the part of the Master Servicer or
      the Special Servicer duly to observe or perform in any material respect
      any other covenants or agreements on the part of the Master Servicer or
      the Special Servicer, as the case may be, contained in this Agreement,
      which failure either (A) in the case of any such failure other than a
      failure referred to in clause (v)(B) below, continues unremedied for a
      period of 30 days (or 15 days in the case of payment of insurance
      premiums) after the date on which written notice of the subject failure,
      requiring the same to be remedied, shall have been given to the Master
      Servicer or the Special Servicer, as the case may be, by any other party
      hereto or to the Master Servicer or the Special Servicer, as the case may
      be (with a copy to each other party hereto), by a Serviced Non-Trust
      Mortgage Loan Noteholder (if affected thereby) or by the Holders of
      Certificates entitled to at least 25% of the Voting Rights, provided,
      however, that with respect to any such failure (other than a failure
      referred to in clause (v)(B) below) which is not curable within such
      30-day (or, if applicable, 15-day) period, the Master Servicer or the
      Special Servicer, as the case may be, shall have an


                                      -329-



      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 the subject failure within the initial 30-day (or, if applicable,
      15-day) period and has provided the Trustee and any affected Serviced
      Non-Trust Mortgage Loan Noteholder with an Officer's Certificate
      certifying that it has diligently pursued, and is diligently continuing to
      pursue, a full cure, or (B) in the case of the failure to deliver to the
      Trustee the Annual Assessment Report and/or Annual Attestation Report with
      respect to the Master Servicer or the Special Servicer, as applicable,
      pursuant to Section 3.14, which is required to be part of or incorporated
      in a Subsequent Exchange Act Report required to be filed with respect to
      the Trust pursuant to the Exchange Act and this Agreement, continues
      unremedied beyond either (i) 10:00 a.m. (New York City time) on the
      Business Day prior to the date such Subsequent Exchange Act Report is
      required to be filed, if Servicer Notice of the subject failure shall have
      been given to the Master Servicer or the Special Servicer, as the case may
      be, by or on behalf of any other party hereto, no later than two (2)
      Business Days after the date such missing Annual Assessment Report and/or
      Annual Attestation Report was first required to be delivered in accordance
      with Section 3.14, or (ii) the fifth Business Day after the date on which
      Servicer Notice of the subject failure has been given to the Master
      Servicer or the Special Servicer, as the case may be, by or on behalf of
      any other party hereto, if such Servicer Notice shall have been given to
      the Master Servicer or the Special Servicer, as the case may be, later
      than two (2) Business Days after the date such missing Annual Assessment
      Report and/or Annual Attestation Report was first required to be delivered
      in accordance with Section 3.14; or

                    (vi)    any breach on the part of the Master Servicer or the
      Special Servicer of any of its representations or warranties contained in
      this Agreement that materially and adversely affects the interests of any
      Class of Certificateholders or any Serviced Non-Trust Mortgage Loan
      Noteholder and which breach continues unremedied for a period of 30 days
      after the date on which written notice of such breach, requiring the same
      to be remedied, shall have been given to the Master Servicer or the
      Special Servicer, as the case may be, by any other party hereto or to the
      Master Servicer or the Special Servicer, as the case may be (with a copy
      to each other party hereto), by a Serviced Non-Trust Mortgage Loan
      Noteholder (if affected thereby) or by the Holders of Certificates
      entitled to at least 25% of the Voting Rights, provided, however, that
      with respect to any such breach which is not curable within such 30-day
      period, the Master Servicer or the Special Servicer, as the case may be,
      shall have an additional cure period of 30 days so long as the Master
      Servicer or the Special Servicer, as the case may be, has commenced to
      cure such breach within the initial 30-day period and has provided the
      Trustee and any affected Serviced Non-Trust Mortgage Loan Noteholder with
      an Officer's Certificate certifying that it has diligently pursued, and is
      diligently continuing to pursue, a full cure; or

                    (vii)   a decree or order of a court or agency or
      supervisory authority having jurisdiction in the premises in an
      involuntary case under any present or future federal or state bankruptcy,
      insolvency or similar law for the appointment of a conservator, receiver,
      liquidator, trustee or similar official in any bankruptcy, insolvency,
      readjustment of debt, marshaling of assets and liabilities or similar
      proceedings, or for the winding-up or liquidation of its affairs, shall
      have been entered against the Master Servicer or the Special Servicer and
      such decree or order shall have remained in force undischarged,
      undismissed or unstayed for a period of 60 days; or


                                      -330-



                    (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)     the Master Servicer or the Special Servicer is
      removed from S&P's Select Servicer List as a U.S. Commercial Mortgage
      Master Servicer or a U.S. Commercial Mortgage Special Servicer, as the
      case may be, and is not reinstated within 60 days, and the ratings of one
      or more Classes of Certificates or one or more classes of Specially
      Designated Non-Trust Mortgage Loan Securities by S&P are qualified,
      downgraded or withdrawn in connection with the removal; or

                    (xi)    the Master Servicer fails to be rated at least
      "CMS3" by Fitch as a master servicer or the Special Servicer fails to be
      rated at least "CSS3" by Fitch as a special servicer, and in either case
      that rating is not restored within [60] days after the subject downgrade
      or withdrawal; or

                    (xii)   one or more ratings assigned by Fitch to one or more
      Classes of the Certificates or one or more classes of Specially Designated
      Non-Trust Mortgage Loan Securities have been qualified, downgraded or
      withdrawn, or otherwise made the subject of a "negative" credit watch that
      remains in effect for at least 60 days, which action Fitch has determined,
      and provided notification in writing or electronically, including by
      public announcement, 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

                    (xiii)  at any time that any Specially Designated Non-Trust
      Mortgage Loan Securities are rated by Moody's, a Servicing Officer of the
      Master Servicer or the Special Servicer, as the case may be, obtains
      actual knowledge that one or more ratings assigned by Moody's to the
      Certificates or to any Specially Designated Non-Trust Mortgage Loan
      Securities have been qualified, downgraded or withdrawn, or otherwise made
      the subject of a "negative" credit watch that remains in effect for at
      least 60 days, which action Moody's has determined, and provided
      notification in writing or electronically, including by public
      announcement, is solely or in material part a result of the Master
      Servicer or Special Servicer, as the case may be, acting in such capacity.

            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 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


                                      -331-



25% of the Voting Rights, the Trustee shall, by notice in writing to the
Defaulting Party (with a copy of such notice to each other party hereto and the
Rating Agencies) terminate all of the rights and obligations (but not the
liabilities for actions and omissions occurring prior thereto) of the Defaulting
Party under this Agreement and in and to the Trust Fund and the Serviced
Non-Trust Mortgage Loans, other than its rights, if any, as a Certificateholder
hereunder or as the holder of any Serviced Non-Trust Mortgage Loan or any
interest therein; provided that the Master Servicer may not be terminated solely
for an Event of Default that affects only a Serviced Non-Trust Mortgage Loan
Noteholder or any class of Specially Designated Non-Trust Mortgage Loan
Securities (except that a Sub-Servicer may be appointed in accordance with
Section 7.01(d)); and provided, further, that, except as provided in Section
7.01(d), the Special Servicer may not be terminated solely for an Event of
Default that affects only a Serviced Non-Trust Mortgage Loan Noteholder or any
class of Specially Designated Non-Trust Mortgage Loan Securities. From and after
the receipt by the Defaulting Party of such written notice of termination,
subject to Section 7.01(c), all authority and power of the Defaulting Party
under this Agreement, whether with respect to the Certificates (other than as a
holder of any Certificate), the Trust Fund, the Serviced Non-Trust Mortgage
Loans (other than as a holder thereof or any interest therein) or otherwise,
shall pass to and be vested in the Trustee pursuant to and under this section,
and, without limitation, the Trustee is hereby authorized and empowered to
execute and deliver, on behalf of and at the expense of the Defaulting Party, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Trust Mortgage Loans, the Serviced Non-Trust
Mortgage Loans and related documents, or otherwise. The Master Servicer and the
Special Servicer each agree that, if it is terminated pursuant to this Section
7.01(b), it shall promptly (and in any event no later than ten (10) Business
Days subsequent to its receipt of the notice of termination) provide the Trustee
with all documents and records, including those in electronic form, requested
thereby to enable the Trustee to assume the Master Servicer's or Special
Servicer's, as the case may be, functions hereunder, and shall cooperate with
the Trustee in effecting the termination of the Master Servicer's or Special
Servicer's, as the case may be, responsibilities and rights hereunder, including
(i) if the Master Servicer is the Defaulting Party, the immediate transfer to
the Trustee or a successor Master Servicer for administration by it of all cash
amounts that shall at the time be or should have been credited by the Master
Servicer to a Custodial Account, the Collection Account, the Defeasance Deposit
Account, a Servicing Account or a Reserve Account or that are thereafter
received by or on behalf of it with respect to any Trust Mortgage Loan, any
Serviced Non-Trust Mortgage Loan or, to the extent it relates to the foregoing,
any REO Property or (ii) if the Special Servicer is the Defaulting Party, the
transfer within two (2) Business Days to the Trustee or a successor Special
Servicer for administration by it of all cash amounts that shall at the time be
or should have been credited by the Special Servicer to an REO Account, a
Custodial Account, a Servicing Account or a Reserve Account or should have been
delivered to the Master Servicer or that are thereafter received by or on behalf
of it with respect to any Trust Mortgage Loan, any Serviced Non-Trust Mortgage
Loan or, to the extent it relates to the foregoing, any 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


                                      -332-



liability for such expenses. For purposes of this Section 7.01 and also for
purposes of Section 7.03(b), the Trustee shall not be deemed to have knowledge
of an event which constitutes, or which with the passage of time or notice, or
both, would constitute an Event of Default unless a Responsible Officer of the
Trustee assigned to and working in the Trustee's Corporate Trust Office has
actual knowledge thereof or unless notice of any event which is in fact such an
Event of Default is received by the Trustee and such notice references the
Certificates, the Trust Fund or this Agreement.

            (c)     In the case of an Adverse Rating Event or prospective
Adverse Rating Event that has resulted in or may give rise to an Event of
Default under Section 7.01(a)(x), (xii) or (xiii) in respect of the Master
Servicer or the Special Servicer and of which the Trustee has notice, the
Trustee shall, promptly following its receipt of notice thereof, provide written
notice thereof to the Master Servicer or the Special Servicer, as applicable.
Notwithstanding Section 7.01(b), if the Master Servicer receives a notice of
termination under Section 7.01(b) solely due to an Event of Default under
Section 7.01(a)(x), (xi), (xii) or (xiii), and if the terminated Master Servicer
provides the Trustee with the appropriate "request for proposal" materials
within five (5) Business Days following such termination, then the Master
Servicer shall continue to serve in such capacity hereunder until a successor
thereto is selected in accordance with this Section 7.01(c) or the expiration of
45 days from the Master Servicer's receipt of the notice of termination,
whichever occurs first. Upon receipt of such "request for proposal" materials
from the terminated Master Servicer, the Trustee shall promptly thereafter
(using such "request for proposal" materials) solicit good faith bids for the
rights to master service the Serviced Mortgage Loans and, to the extent
applicable, the Outside Serviced Trust Mortgage Loans under this Agreement from
at least three (3) Persons qualified to act as a successor Master Servicer
hereunder in accordance with Section 6.02 and Section 7.02 (any such Person so
qualified, a "Qualified Bidder") or, if three (3) Qualified Bidders cannot be
located, then from as many Persons as the Trustee can determine are Qualified
Bidders; provided that at the Trustee's request, the terminated Master Servicer
shall supply the Trustee with the names of Persons from whom to solicit such
bids; and provided, further, that the Trustee shall not be responsible if less
than three (3) or no Qualified Bidders submit bids for the right to master
service the Serviced Mortgage Loans and, to the extent applicable, the Outside
Serviced Trust Mortgage Loans under this Agreement. The bid proposal shall
require any Successful Bidder (as defined below), as a condition of such bid, to
enter into this Agreement as successor Master Servicer, and to agree to be bound
by the terms hereof, within 45 days after the receipt of notice of termination
by the terminated Master Servicer. The Trustee shall solicit bids on the basis
of both: (i) such successor Master Servicer (x) retaining all existing
Sub-Servicers to continue the primary servicing of the Serviced Mortgage Loans
pursuant to the terms of the respective Sub-Servicing Agreements and (y)
entering into a Sub-Servicing Agreement with the terminated Master Servicer
under which the terminated Master Servicer would sub-service each of the
Serviced Mortgage Loans not then subject to a Sub-Servicing Agreement at a
sub-servicing fee rate per annum equal to the related Master Servicing Fee Rate
minus, in the case of each Trust Mortgage Loan serviced, ____% per annum (each,
a "Servicing-Retained Bid"); and (ii) terminating each existing Sub-Servicing
Agreement and Sub-Servicer that it is permitted to terminate in accordance with
Section 3.22 (each, a "Servicing-Released Bid"). The Trustee shall select the
Qualified Bidder with the highest cash Servicing-Retained Bid (or, if none, the
highest cash Servicing Released Bid) (the "Successful Bidder") to act as
successor Master Servicer hereunder. The Trustee shall direct the Successful
Bidder to enter into this Agreement as successor Master Servicer pursuant to the
terms hereof (and, if the successful bid was a Servicing-Retained Bid, to enter
into a Sub-Servicing Agreement with the terminated Master Servicer as
contemplated above) no later than 45 days after the receipt of notice of
termination by the terminated Master Servicer.


                                      -333-



            Upon the assignment and acceptance of the master servicing rights
hereunder to and by the Successful Bidder, the Trustee shall remit or cause to
be remitted (i) if the successful bid was a Servicing-Retained Bid, to the
terminated Master Servicer the amount of such cash bid received from the
Successful Bidder (net of "out-of-pocket" expenses incurred in connection with
obtaining such bid and transferring servicing) and (ii) if the successful bid
was a Servicing-Released Bid, to the Master Servicer and each terminated
Sub-Servicer its respective Bid Allocation.

            The terminated Master Servicer shall be responsible for all
out-of-pocket expenses incurred in connection with the attempt to sell its
rights to master service the Serviced Mortgage Loans and, to the extent
applicable, the Outside Serviced Trust Mortgage Loans, which expenses are not
reimbursed to the party that incurred such expenses pursuant to the preceding
paragraph.

            If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within 45 days after the terminated Master Servicer
received written notice of termination or no Successful Bidder was identified
within such 45-day period, then the terminated Master Servicer shall reimburse
the Trustee for all reasonable "out-of-pocket" expenses incurred by the Trustee
in connection with such bid process and the Trustee shall have no further
obligations under this Section 7.01(c). The Trustee thereafter may act or may
select a successor to act as Master Servicer hereunder in accordance with
Section 7.02.

            (d)     Notwithstanding Section 7.01(b) and Section 7.04, if any
Event of Default on the part of the Master Servicer occurs that: (1) affects a
Serviced Non-Trust Mortgage Loan Noteholder or any class of Specially Designated
Non-Trust Mortgage Loan Securities, and the Master Servicer is not otherwise
terminated in accordance with Section 7.01(b), then the Master Servicer may not
be terminated by or at the direction of the related Serviced Non-Trust Mortgage
Loan Noteholder, or (2) affects solely a Serviced Non-Trust Mortgage Loan
Noteholder or any class of Specially Designated Non-Trust Mortgage Loan
Securities, then the Master Servicer may not be terminated by the Trustee;
provided, however, in the case of (1) or (2), at the request of such affected
Serviced Non-Trust Mortgage Loan Noteholder, subject to the terms of the related
Co-Lender Agreement the Trustee shall require the Master Servicer to appoint,
within 30 days of the Trustee's request, a Sub-Servicer (or, if the related
Serviced Loan Combination is currently being sub-serviced, to replace, within 30
days of the Trustee's request, the then-current Sub-Servicer with a new
Sub-Servicer) with respect to the related Serviced Loan Combination. In
connection with the appointment of a Sub-Servicer in accordance with this
Section 7.01(d), the Master Servicer shall obtain, at its own expense, written
confirmation from each Rating Agency (and, if applicable, Moody's) that such
appointment will not result in an Adverse Rating Event with respect to any Class
of Certificates or, if the subject Serviced Loan Combination includes a
Specially Designated Securitized Non-Trust Mortgage Loan (or any successor REO
Mortgage Loan with respect thereto), any related class of Specially Designated
Non-Trust Mortgage Loan Securities rated by such rating agency. The related
Sub-Servicing Agreement shall provide that any Sub-Servicer appointed in
accordance with this Section 7.01(d) shall be responsible for all duties, and
shall be entitled to all compensation, of the Master Servicer under this
Agreement with respect to the subject Serviced Loan Combination, except that the
Master Servicer shall be entitled to retain that portion of the Master Servicing
Fee for the Trust Mortgage Loan or REO Trust Mortgage Loan included in the
subject Serviced Loan Combination that accrues at a rate equal to ____% per
annum. Such Sub-Servicing Agreement shall also provide that such Sub-Servicer
shall agree to become the master servicer under a separate servicing agreement
(as contemplated by the related Co-Lender Agreement) in the event that the
subject Serviced Loan Combination is no longer to be serviced and administered
hereunder, which


                                      -334-



separate servicing agreement shall contain servicing and administration,
limitation of liability, indemnification and servicing compensation provisions
substantially similar to the corresponding provisions of this Agreement, except
for the fact that the subject Serviced Loan Combination and the related
Mortgaged Property shall be the sole assets serviced and administered thereunder
and the sole source of funds thereunder. If any Sub-Servicer appointed in
accordance with this Section 7.01(d) shall at any time resign or be terminated,
then (subject to the related Co-Lender Agreement) the Master Servicer shall be
required to promptly appoint a substitute Sub-Servicer, which appointment shall
not result in an Adverse Rating Event with respect to any Class of Certificates
or, if the subject Serviced Loan Combination includes a Specially Designated
Securitized Non-Trust Mortgage Loan (or any successor REO Mortgage Loan with
respect thereto), any related class of Specially Designated Non-Trust Mortgage
Loan Securities rated by either Rating Agency or, if applicable, Moody's (as
evidenced in a writing obtained by the Master Servicer, at its own expense, from
each applicable rating agency). In the event that a successor Master Servicer is
acting hereunder and such successor Master Servicer desires to terminate the
Sub-Servicer appointed under this Section 7.01(d), the terminated Master
Servicer that was responsible for the Event of Default that led to the
appointment of such Sub-Servicer shall be responsible for all costs incurred in
connection with such termination, including the payment of any termination fee.

            Further notwithstanding Section 7.01(b) and Section 7.04, if any
Event of Default on the part of the Special Servicer occurs that affects a
Serviced Non-Trust Mortgage Loan Noteholder, and the Special Servicer is not
otherwise terminated in accordance with Section 7.01(b), then such Serviced
Non-Trust Mortgage Loan Noteholder may require the Trustee to terminate the
duties and obligations of the Special Servicer with respect to the related
Serviced Loan Combination only, but as to no other Serviced Mortgage Loan; and,
in such event, subject to any applicable consultation rights of any particular
related Serviced Non-Trust Mortgage Loan Noteholder under the related Co-Lender
Agreement, the appropriate party shall appoint in accordance with Section 6.09
(or, in the event of the failure of such party to so appoint, the Trustee shall
appoint in accordance with Section 7.02), within 30 days of such Serviced
Non-Trust Mortgage Loan Noteholder's request, a replacement special servicer
with respect to the subject Serviced Loan Combination. In connection with the
appointment of a replacement special servicer with respect to the subject
Serviced Loan Combination at the request of a related Serviced Non-Trust
Mortgage Loan Noteholder in accordance with this Section 7.01(d), the Trustee
shall obtain written confirmation from each Rating Agency, and, if applicable,
Moody's, that such appointment will not result in an Adverse Rating Event with
respect to any Class of Certificates or, if the subject Serviced Loan
Combination includes a Specially Designated Securitized Non-Trust Mortgage Loan
(or any successor REO Mortgage Loan with respect thereto), any related class of
Specially Designated Non-Trust Mortgage Loan Securities rated by such rating
agency (such rating confirmation to be an expense of the terminated Special
Servicer or, if not paid thereby, an expense of the requesting Serviced
Non-Trust Mortgage Loan Noteholder). Any replacement special servicer appointed
at the request of a Serviced Non-Trust Mortgage Loan Noteholder in accordance
with this Section 7.01(d) shall be responsible for all duties, and shall be
entitled to all compensation, of the Special Servicer under this Agreement with
respect to the subject Serviced Loan Combination. Any replacement special
servicer appointed at the request of a Serviced Non-Trust Mortgage Loan
Noteholder in accordance with this Section 7.01(d) hereby agrees to become, upon
request, the special servicer under a separate servicing agreement (as
contemplated by the related Co-Lender Agreement) in the event that the subject
Serviced Loan Combination is no longer to be serviced and administered
hereunder, which separate servicing agreement shall contain servicing and
administration, limitation of liability, indemnification and servicing
compensation provisions substantially similar to the


                                      -335-



corresponding provisions of this Agreement, except for the fact that the subject
Serviced Loan Combination and the related Mortgaged Property shall be the sole
assets serviced and administered thereunder and the sole source of funds
thereunder. If any replacement special servicer appointed at the request of a
Serviced Non-Trust Mortgage Loan Noteholder in accordance with this Section
7.01(d) shall at any time resign or be terminated, then (subject to any
applicable consultation rights of any particular related Serviced Non-Trust
Mortgage Loan Noteholder under the related Co-Lender Agreement) the appropriate
party in accordance with Section 6.09 (or the Trustee in accordance with Section
7.02, if such party fails to do so) shall be required to promptly appoint a
substitute replacement special servicer, which appointment shall not result in
an Adverse Rating Event (as evidenced in writing by each Rating Agency and, if
applicable, Moody's) with respect to any Class of Certificates or, if the
subject Serviced Loan Combination includes a Specially Designated Securitized
Non-Trust Mortgage Loan, with respect to any related class of Specially
Designated Non-Trust Mortgage Loan Securities.

            In no event shall any waiver of an Event of Default pursuant to
Section 7.04 affect the rights of any Serviced Non-Trust Mortgage Loan
Noteholder under this Section 7.01(d).

            (e)     If a replacement special servicer is appointed with respect
to a Serviced Loan Combination at the request of a related Serviced Non-Trust
Mortgage Loan Noteholder in accordance with Section 7.01(d) or any appropriate
party in accordance with Section 6.09(d) (any such replacement special servicer,
a "Loan Combination-Specific Special Servicer"), such that there are multiple
parties acting as Special Servicer hereunder, then, unless the context clearly
requires otherwise: (i) when used in the context of imposing duties and
obligations on the Special Servicer hereunder or the performance of such duties
and obligations, the term "Special Servicer" shall mean the related Loan
Combination-Specific Special Servicer, insofar as such duties and obligations
relate to a Serviced Loan Combination as to which a Loan Combination-Specific
Special Servicer has been appointed, and shall mean the General Special Servicer
(as defined below), in all other cases (provided that, in Section 3.13, Section
3.14 and Section 3.15, the term "Special Servicer" shall mean each of the Loan
Combination-Specific Special Servicer(s) and the General Special Servicer); (ii)
when used in the context of identifying the recipient of any information, funds,
documents, instruments and/or other items, the term "Special Servicer" shall
mean the related Loan Combination-Specific Special Servicer, insofar as such
information, funds, documents, instruments and/or other items relate to a
Serviced Loan Combination as to which a Loan Combination-Specific Special
Servicer has been appointed, and shall mean the General Special Servicer, in all
other cases; (iii) when used in the context of granting the Special Servicer the
right to purchase Specially Serviced Trust Mortgage Loans pursuant to Section
3.18, the term "Special Servicer" shall mean the related Loan
Combination-Specific Special Servicer, if such Specially Serviced Trust Mortgage
Loan is a Serviced Combination Trust Mortgage Loan as to which a Loan
Combination-Specific Special Servicer has been appointed, and shall mean the
General Special Servicer, in all other cases; (iv) when used in the context of
granting the Special Servicer the right to purchase all of the Trust Mortgage
Loans and any REO Properties remaining in the Trust Fund pursuant to Section
9.01, the term "Special Servicer" shall mean the General Special Servicer only;
(v) when used in the context of the Special Servicer being replaced, pursuant to
Section 6.09(a), by the Majority Controlling Class Certificateholder(s), the
term "Special Servicer" shall mean the General Special Servicer or any Loan
Combination-Specific Special Servicer, as applicable, taking into account the
limitations of Section 6.09(d) (provided that no Loan Combination-Specific
Special Servicer can be succeeded by a Person that itself had been replaced,
pursuant to Section 7.01(d), as the Special Servicer with respect to the subject
Serviced Loan Combination); (vi) when used in the context of granting the
Special Servicer any protections, limitations on liability, immunities and/or
indemnities hereunder, the term "Special


                                      -336-



Servicer" shall mean each of the Loan Combination-Specific Special Servicer(s)
and the General Special Servicer; and (vii) when used in the context of
requiring indemnification from, imposing liability on, or exercising any
remedies against, the Special Servicer for any breach of a representation,
warranty or covenant hereunder or for any negligence, bad faith or willful
misconduct in the performance of duties and obligations hereunder or any
negligent disregard of such duties and obligations or otherwise holding the
Special Servicer responsible for any of the foregoing, the term "Special
Servicer" shall mean the related Loan Combination-Specific Special Servicer or
the General Special Servicer, as applicable. References in this Section 7.01(e)
to "General Special Servicer" means the Person performing the duties and
obligations of special servicer with respect to the Mortgage Pool (exclusive of
each Serviced Loan Combination as to which a Loan Combination-Specific Special
Servicer has been appointed).

            (f)     If, pursuant to the terms of any Outside Servicing Agreement
under which any Outside Serviced Trust Mortgage Loan or Administered REO
Property is being serviced and/or administered, an Outside Servicer Default has
occurred with respect to an Outside Servicer under such Outside Servicing
Agreement and remains unremedied, then the Trustee may, if materially and
adversely affected in its capacity as holder of such Outside Serviced Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, to
the fullest extent permitted by such Outside Servicing Agreement, either (i)
waive such Outside Servicer Default (but only if directed to do so in accordance
with Section 7.04), or (ii) absent such waiver, direct the appropriate party
under such Outside Servicing Agreement to exercise such remedies thereunder
regarding the termination and replacement of, or the appointment of a new
subservicer to perform the duties of, the Outside Servicer as to which such
Outsider Servicer Default relates. In connection with the foregoing, the Trustee
may (and, at the direction of the Controlling Class Representative or the
Holders of Certificates entitled to at least 25% of the Voting Rights, is
required to) exercise the rights set forth in clause (ii) of the preceding
sentence as the Holder of the subject Outside Serviced Trust Mortgage Loan or
any successor REO Trust Mortgage Loan with respect thereto; and, furthermore, if
and to the extent necessary, the Trustee shall contact and act with the other
applicable Non-Trust Mortgage Loan Noteholders in exercising such rights.

            SECTION 7.02.     Trustee to Act; Appointment of Successor.

            On and after the time the Master Servicer or the Special Servicer
resigns pursuant to Section 6.04 or receives a notice of termination pursuant to
Section 7.01, the Trustee shall, unless and until a successor is appointed
pursuant to Section 6.04, Section 6.09, Section 7.01(c) or Section 7.01(d), be
the successor in all respects to the Master Servicer or the Special Servicer, as
the case may be, in its capacity as such under this Agreement and the
transactions set forth or provided for herein and shall have all (and the former
Master Servicer or the Special Servicer, as the case may be, shall cease to have
any) of the responsibilities, duties and liabilities of the Master Servicer or
the Special Servicer, as the case may be, arising thereafter, including, if the
Master Servicer is the resigning or terminated party, the Master Servicer's
obligation to make P&I Advances, including in connection with any termination of
the Master Servicer for an Event of Default described in clause 7.01(a)(iii),
the unmade P&I Advances that gave rise to such Event of Default; provided that
any failure to perform such duties or responsibilities caused by the Master
Servicer's or the Special Servicer's, as the case may be, failure to provide
information or monies required by Section 7.01 shall not be considered a default
by the Trustee hereunder. The Trustee shall not be liable for any of the
representations and warranties of the resigning or terminated party or for any
losses incurred by the resigning or terminated party pursuant to Section 3.06
hereunder nor shall the Trustee be required to purchase any Mortgage Loan
hereunder. As


                                      -337-



compensation therefor, subject to the last sentence of the second paragraph of
Section 3.11(c), the Trustee shall be entitled to all fees and other
compensation which the resigning or terminated party would have been entitled to
if the resigning or terminated party had continued to act hereunder.

            Notwithstanding the above, the Trustee may, if it shall be unwilling
to so act as either Master Servicer or Special Servicer, as the case may be, or
shall, if it is unable to so act as either Master Servicer or Special Servicer,
as the case may be, or if the Trustee is not approved as a master servicer or a
special servicer, as the case may be, by any of the Rating Agencies, or if the
Holders of Certificates entitled to a majority of the Voting Rights so request
in writing to the Trustee, promptly appoint (subject, in the case of a resigning
or terminated Special Servicer, to any applicable consultation rights of any
particular related Serviced Non-Trust Mortgage Loan Noteholder(s) under the
related Co-Lender Agreement), or petition a court of competent jurisdiction to
appoint, any established mortgage loan servicing institution as the successor to
the resigning or terminated Master Servicer or the Special Servicer, as the case
may be, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the resigning or terminated Master Servicer or the
Special Servicer, as the case may be, hereunder; provided, however, that no such
appointee shall succeed to the rights and obligations of the Master Servicer or
Special Servicer hereunder unless (i) as confirmed in writing by each Rating
Agency and, if applicable, by Moody's, such succession will not result in an
Adverse Rating Event with respect to any Class of Certificates or any class of
Specially Designated Non-Trust Mortgage Loan Securities rated by such rating
agency, and (ii) such appointee makes the applicable representations and
warranties set forth in Section 3.23 or Section 3.24, as applicable; and
provided, further, that in the case of a resigning or terminated Special
Servicer, such appointment shall be subject to the rights of the Majority
Controlling Class Certificateholder(s) to designate a successor pursuant to
Section 6.09. No appointment of a successor to the Master Servicer or the
Special Servicer hereunder shall be effective until the assumption by the
successor to such party of all its responsibilities, duties and liabilities
under this Agreement. Pending appointment of a successor to the Master Servicer
or the Special Servicer hereunder, the Trustee shall act in such capacity as
hereinabove provided. In connection with any such appointment and assumption
described herein, the Trustee may make such arrangements for the compensation of
such successor out of payments on the Serviced Mortgage Loans and the
Administered REO Properties as it and such successor shall agree, subject to the
terms of this Agreement and/or the related Co-Lender Agreement limiting the use
of funds received in respect of a Serviced Loan Combination to matters related
to such Loan Combination; provided, however, that no such compensation shall be
in excess of that permitted the resigning or terminated party hereunder. Such
successor and the other parties hereto shall take such action, consistent with
this Agreement, as shall be necessary to effectuate any such succession.

            SECTION 7.03.     Notification to Certificateholders.

            (a)     Upon any resignation of the Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of the Master Servicer or the
Special Servicer pursuant to Section 7.01, any appointment of a successor to the
Master Servicer or the Special Servicer pursuant to Section 7.02 or the
effectiveness of any designation of a new Special Servicer pursuant to Section
6.09, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register and to each
Serviced Non-Trust Mortgage Loan Noteholder.

            (b)     Not later than 10 days after a Responsible Officer of the
Trustee has notice of the occurrence of any event which constitutes or, with
notice or lapse of time or both, would constitute an


                                      -338-



Event of Default or an Outside Servicer Default, the Trustee shall transmit by
mail to the Depositor, all the Certificateholders and the Rating Agencies notice
of such occurrence, unless such default shall have been cured.

            SECTION 7.04.     Waiver of Events of Default and Outside Servicer
                              Defaults.

            The Holders representing at least 66-2/3% of the Voting Rights
allocated to each Class of Certificates affected by any Event of Default
hereunder or any Outside Servicer Default under an Outside Servicing Agreement
may waive such Event of Default or direct the Trustee, to the extent it is
permitted to do so under the applicable Outside Servicing Agreement, to waive
such Outside Servicer Default, as the case may be; provided, however, that (A)
an Event of Default under any of clauses (i), (ii), (iii), (x), (xi) and (xii)
of Section 7.01(a) or any comparable Outside Servicer Default may be waived only
by all of the Certificateholders of the affected Classes and (B) waiver of an
Event of Default under clause (iii) of Section 7.01(a) further requires the
written consent of the Trustee. Upon any such waiver of an Event of Default or
an Outside Servicer Default, such Event of Default or, to the extent it is in
fact waived under the applicable Outside Servicing Agreement, such Event of
Default or such Outside Servicer Default, as the case may be, shall cease to
exist and shall be deemed to have been remedied for every purpose hereunder
(except as otherwise provided in Section 7.01(d)). No such waiver shall extend
to any subsequent or other Event of Default or Outside Servicer Default, as the
case may be, or impair any right consequent thereon except to the extent
expressly so waived. Notwithstanding any other provisions of this Agreement, for
purposes of waiving any Event of Default or Outside Servicer Default pursuant to
this Section 7.04, Certificates registered in the name of the Depositor or any
Affiliate of the Depositor shall be entitled to Voting Rights with respect to
the matters described above.

            SECTION 7.05.     Additional Remedies of Trustee Upon Event of
                              Default or Outside Servicer Default.

            During the continuance of any Event of Default or Outside Servicer
Default that shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name and as
trustee of an express trust and on behalf of any Serviced Non-Trust Mortgage
Loan Noteholder, to take all actions now or hereafter existing at law, in equity
or by statute to enforce its rights and remedies and to protect the interests,
and enforce the rights and remedies, of the Certificateholders and the Serviced
Non-Trust Mortgage Loan Noteholders (including the institution and prosecution
of all judicial, administrative and other proceedings and the filings of proofs
of claim and debt in connection therewith). Except as otherwise expressly
provided in this Agreement, no remedy provided for by this Agreement shall be
exclusive of any other remedy, and each and every remedy shall be cumulative and
in addition to any other remedy, and no delay or omission to exercise any right
or remedy shall impair any such right or remedy or shall be deemed to be a
waiver of any Event of Default or Outside Servicer Default.


                                      -339-



                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            SECTION 8.01.     Duties of Trustee.

            (a)     The Trustee, prior to the occurrence of an Event of Default
or an Outside Servicer Default and after the curing or waiver of all Events of
Default and all Outside Servicer Defaults that may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. If an Event of Default or an Outside Servicer Default occurs and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Agreement, and use the same degree of care and skill in their
exercise as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs; provided that if the Trustee is acting as Master
Servicer or Special Servicer, it shall act in accordance with the Servicing
Standard. Any permissive right of the Trustee contained in this Agreement shall
not be construed as a duty.

            (b)     The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall take such action as it deems appropriate to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer, and accepted by the Trustee in good faith,
pursuant to this Agreement.

            (c)     No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own misconduct; provided, however, that:

                    (i)     Prior to the occurrence of an Event of Default or an
      Outside Servicer Default, and after the curing of all such Events of
      Default and all such Outside Servicer Defaults that may have occurred, the
      duties and obligations of the Trustee shall be determined solely by the
      express provisions of this Agreement, the Trustee shall not be liable
      except for the performance of such duties and obligations as are
      specifically set forth in this Agreement, no implied covenants or
      obligations shall be read into this Agreement against the Trustee and, in
      the absence of bad faith on the part of the Trustee, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon any certificates or opinions
      furnished to the Trustee and conforming to the requirements of this
      Agreement;

                    (ii)    The Trustee shall not be personally liable for an
      error of judgment made in good faith by a Responsible Officer or
      Responsible Officers of the Trustee, unless it shall be proved that the
      Trustee was negligent in ascertaining the pertinent facts;

                    (iii)   The Trustee shall not be personally liable with
      respect to any action taken, suffered or omitted to be taken by it in good
      faith in accordance with the terms of this


                                      -340-



      Agreement and the direction of the Controlling Class or Holders of
      Certificates entitled to at least 25% of the Voting Rights, relating to
      the time, method and place of conducting any proceeding for any remedy
      available to the Trustee, or exercising any trust or power conferred upon
      the Trustee, under this Agreement or, as holder of an Outside Serviced
      Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with respect
      thereto), under an Outside Servicing Agreement, as the case may be; and

                    (iv)    The protections, immunities and indemnities afforded
      to the Trustee hereunder shall also be available to it in its capacity as
      Authenticating Agent, Certificate Registrar, Tax Administrator and
      Custodian.

            SECTION 8.02.     Certain Matters Affecting Trustee.

            Except as otherwise provided in Section 8.01 and Article X:

                    (i)     the Trustee may rely upon and shall be protected in
      acting or refraining from acting upon any resolution, Officer's
      Certificate, certificate of auditors or any other certificate, statement,
      instrument, opinion, report, notice, request, consent, order, appraisal,
      bond or other paper or document reasonably believed by it to be genuine
      and to have been signed or presented by the proper party or parties;

                    (ii)    the Trustee may consult with counsel and the written
      advice of such counsel or any Opinion of Counsel shall be full and
      complete authorization and protection in respect of any action taken or
      suffered or omitted by it hereunder in good faith and in accordance
      therewith;

                    (iii)   the Trustee shall be under no obligation to exercise
      any of the trusts or powers vested in it by this Agreement or to make any
      investigation of matters arising hereunder or, except as provided in
      Section 10.01 or 10.02, to institute, conduct or defend any litigation
      hereunder or in relation hereto, at the request, order or direction of any
      of the Certificateholders, pursuant to the provisions of this Agreement,
      unless such Certificateholders shall have offered to the Trustee
      reasonable security or indemnity against the costs, expenses and
      liabilities which may be incurred therein or thereby; except as provided
      in Section 10.01 or 10.02, the Trustee shall not be required to expend or
      risk its own funds or otherwise incur any financial liability in the
      performance of any of its duties hereunder, or in the exercise of any of
      its rights or powers, if it shall have reasonable grounds for believing
      that repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured to it; nothing contained herein shall,
      however, relieve the Trustee of the obligation, upon the occurrence of an
      Event of Default or an Outside Servicer Default that 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 or an
      Outside Servicer Default, and after the curing of all Events of Default
      and all Outside Servicer Defaults that may


                                      -341-



      have occurred, and except as may be provided in Section 10.01 or 10.02,
      the Trustee shall not be bound to make any investigation into the facts or
      matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or other
      paper or document, unless requested in writing to do so by Holders of
      Certificates entitled to at least 25% of the Voting Rights; provided,
      however, that if the payment within a reasonable time to the Trustee of
      the costs, expenses or liabilities likely to be incurred by it in the
      making of such investigation is, in the opinion of the Trustee, not
      reasonably assured to the Trustee by the security afforded to it by the
      terms of this Agreement, the Trustee may require reasonable indemnity
      against such expense or liability as a condition to taking any such
      action;

                    (vi)    the Trustee may execute any of the trusts or powers
      hereunder or perform any duties hereunder either directly or by or through
      agents or attorneys; provided, however, that the Trustee shall remain
      responsible for all acts and omissions of such agents or attorneys within
      the scope of their employment to the same extent as it is responsible for
      its own actions and omissions hereunder; and

                    (vii)   the Trustee shall not be responsible for any act or
      omission of the Master Servicer or the Special Servicer (unless the
      Trustee is acting as Master Servicer or Special Servicer) or the
      Depositor.

            SECTION 8.03.     Trustee and Fiscal Agent Not Liable for Validity
                              or Sufficiency of Certificates or Mortgage Loans.

            The recitals contained herein and in the Certificates, other than
the statements attributed to the Trustee and the Fiscal Agent in Article II and
Section 8.16 and Section 8.18 and the signature of the Certificate Registrar and
the Authenticating Agent set forth on each outstanding Certificate, shall not be
taken as the statements of the Trustee or the Fiscal Agent, and neither the
Trustee nor the Fiscal Agent shall assume any responsibility for their
correctness. Except as expressly set forth in Section 8.16 and 8.18, the Trustee
and the Fiscal Agent make no representations as to the validity or sufficiency
of this Agreement or of any Certificate (other than as to the signature of the
Trustee set forth thereon) or of any Mortgage Loan or related document. The
Trustee and the Fiscal Agent shall not be accountable for the use or application
by the Depositor of any of the Certificates issued to it or of the proceeds of
such Certificates, or for the use or application of any funds paid to the
Depositor in respect of the assignment of the Trust Mortgage Loans to the Trust
Fund, or any funds deposited in or withdrawn from a Custodial Account or any
other account by or on behalf of the Depositor, the Master Servicer or the
Special Servicer. The Trustee and the Fiscal Agent shall not be responsible for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Depositor, the
Master Servicer or the Special Servicer, and accepted by the Trustee in good
faith, pursuant to this Agreement.

            SECTION 8.04.     Trustee and Fiscal Agent May Own Certificates.

            The Trustee, the Fiscal Agent or any agent of the Trustee or 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,
such Fiscal Agent or such agent, as the case may be.


                                      -342-



            SECTION 8.05.     Fees and Expenses of Trustee; Indemnification of
                              and by Trustee.

            (a)     On each Distribution Date, the Trustee shall withdraw from
the general funds on deposit in the Collection Account, prior to any
distributions to be made therefrom on such date, and pay to itself the Trustee
Fee for such Distribution Date and, to the extent not previously paid, for all
prior Distribution Dates, as compensation for all services rendered by the
Trustee in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties of the Trustee hereunder. Except as
otherwise provided in Section 3.06, the Trustee Fees (which shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust) shall constitute the Trustee's sole compensation for such services to be
rendered by it.

            (b)     The Trustee and any director, officer, employee or agent of
the Trustee shall be entitled to be indemnified for and held harmless by the
Trust Fund out of the Pool Custodial Account and the Collection Account (and, to
the extent that a Serviced Loan Combination or any related REO Property is
affected, by the Trust Fund and/or the related Serviced Non-Trust Mortgage Loan
Noteholder(s) out of the related Loan Combination Custodial Account) against any
loss, liability or reasonable "out-of-pocket" expense arising out of, or
incurred in connection with, this Agreement or the Certificates (including (i)
costs and expenses incurred in connection with removal of the Special Servicer
and Master Servicer pursuant to Sections 7.01 and 7.02, (ii) costs and expenses
of litigation and of investigation, including counsel fees, damages, judgments
and amounts paid in settlement, and (iii) costs and expenses of mediation and/or
arbitration pursuant to Section 2.03(i) hereof or Section 5(i) of the
UBS/Depositor Mortgage Loan Purchase Agreement) (any such loss, liability or
expense, a "Trustee Liability"); provided that such loss, liability or expense
constitutes an "unanticipated expense" within the meaning of Treasury
regulations section 1.860G-1(b)(3)(ii); and provided, further, that neither the
Trustee nor any of the other above specified Persons shall be entitled to
indemnification pursuant to this Section 8.05(b) for (1) any liability
specifically required to be borne thereby pursuant to the terms of this
Agreement, or (2) any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of, or the negligent
disregard of, the Trustee's obligations and duties hereunder, or as may arise
from a breach of any representation, warranty or covenant of the Trustee made
herein, or (3) any loss, liability or expense that constitutes an Advance (the
reimbursement of which has otherwise been provided for herein) or allocable
overhead. The provisions of this Section 8.05(b) and of Section 8.05(c) shall
survive any resignation or removal of the Trustee and appointment of a successor
trustee.

            (c)     If the Trustee Liability arises from the issuance or sale of
the Certificates and the indemnification provided for in Section 8.05(b) is
invalid or unenforceable, then the Trust Fund shall contribute to the amount
paid or payable by the Trustee as a result of such Trustee Liability in such
proportion as is appropriate to reflect the relative fault of any of the other
parties on the one hand and the Trustee on the other in connection with the
actions or omissions which resulted in such Trustee Liability, as well as any
other relevant equitable considerations.

            (d)     The Trustee shall indemnify and hold harmless the Trust Fund
against any losses arising out of any errors made solely by the Trustee in
calculating distributions to be made hereunder and any other calculation or
reporting hereunder (in each case not attributable to information provided to
the Trustee by the Master Servicer or the Special Servicer); provided that such
loss arose by reason of 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.


                                      -343-



            SECTION 8.06.     Eligibility Requirements for Trustee.

            (a)     The Trustee hereunder shall at all times be a bank, a trust
company, an association or a corporation organized and doing business under the
laws of the United States of America or any state thereof or the District of
Columbia, authorized under such laws to exercise trust powers, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state banking authority. If such bank, trust company,
association or corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this section the combined capital and
surplus of such bank, trust company, association or corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. The Trustee shall at all times maintain a long-term
unsecured debt rating of at least (i) "AA-" from S&P (or "A+" from S&P, if the
Trustee's short-term unsecured debt rating is at least "A-1" by S&P) and "AA-"
from Fitch or, if a Fiscal Agent meeting the requirements of Section 8.17(a) is
then currently acting in such capacity, "A-" from S&P and "A-" from Fitch, or
(ii) in the case of either Rating Agency, such other rating as shall not result
in an Adverse Rating Event with respect to any Class of Certificates, as
confirmed in writing by such Rating Agency. The Trustee shall at all times
satisfy the requirements of Section 26(a)(1) of the Investment Company Act of
1940, as amended. The Trustee's acting in such capacity shall not adversely
affect the application of the Prohibited Transaction Exemption to the Investment
Grade Certificates. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07;
provided that the Trustee shall not be required to resign due to the existence
of an affiliation described in the last sentence of this Section 8.06 until such
time as it has actual knowledge or receives written notice of the existence of
such affiliation; and provided, further, that if the Trustee shall cease to be
so eligible because its combined capital and surplus is no longer at least
$50,000,000 or its long-term unsecured debt rating no longer conforms to the
requirements of the immediately preceding sentence, and if the Trustee proposes
to the other parties hereto to enter into an agreement with (and reasonably
acceptable to) each of them, and if in light of such agreement the Trustee's
continuing to act in such capacity would not (as evidenced in writing by each
Rating Agency) cause an Adverse Rating Event with respect to any Class of
Certificates, then upon the execution and delivery of such agreement the Trustee
shall not be required to resign, and may continue in such capacity, for so long
as none of the ratings assigned by the Rating Agencies to the Certificates is
adversely affected thereby. The bank, trust company, corporation or association
serving as Trustee may have normal banking and trust relationships with the
Depositor, the Master Servicer, the Special Servicer and their respective
Affiliates. Notwithstanding the foregoing, except to the extent permitted or
required by Section 7.02, the Trustee shall not be an "affiliate" (as such term
is defined in Section III of PTE 2000-58) of the Master Servicer, the Special
Servicer, any Sub-Servicer, any Outside Servicer, the Depositor, or any obligor
with respect to Trust Mortgage Loans constituting more than 5% of the aggregate
unamortized principal balance of the Mortgage Pool as of the Closing Date or any
"affiliate" (as such term is defined in Section III of PTE 2000-58) of any such
Person.

            SECTION 8.07.      Resignation and Removal of Trustee.

            (a)     The Trustee may at any time resign and be discharged from
the trusts hereby created by giving written notice thereof to the Depositor, the
Master Servicer, the Special Servicer, all Certificateholders and all Serviced
Non-Trust Mortgage Loan Noteholders. Upon receiving such notice of resignation,
the Depositor shall promptly appoint a successor trustee acceptable to the
Depositor by


                                      -344-



written instrument, in duplicate, which instrument shall be delivered to the
resigning Trustee and to the successor trustee. A copy of such instrument shall
be delivered to the Master Servicer, the Special Servicer, the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders by the
Depositor. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

            (b)     If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or if
the Trustee shall fail (other than by reason of the failure of either the Master
Servicer or the Special Servicer to timely perform its obligations hereunder or
as a result of other circumstances beyond the Trustee's reasonable control) to
timely deliver or otherwise make available in accordance with this Agreement any
current or revised Distribution Date Statement, CMSA Loan Periodic Update File,
CMSA Property File, CMSA Financial File or other report or statement required by
Section 4.02 and such failure shall continue unremedied for a period of five
days after receipt of written notice by the Trustee of such failure, or if a tax
is imposed or threatened with respect to the Trust Fund by any state in which
the Trustee is located or in which it holds any portion of the Trust Fund, then
the Depositor may remove the Trustee and appoint a successor trustee acceptable
to the Depositor and the Master Servicer by written instrument, in duplicate,
which instrument shall be delivered to the Trustee so removed and to the
successor trustee. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer, the Certificateholders and the Serviced
Non-Trust Mortgage Loan Noteholders by the successor trustee so appointed.

            (c)     The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered to the Master Servicer, one complete set to the Trustee so removed
and one complete set to the successor trustee so appointed. A copy of such
instrument shall be delivered to the Depositor, the Special Servicer, the
remaining Certificateholders and the Serviced Non-Trust Mortgage Loan
Noteholders by the successor trustee so appointed.

            (d)     In the event that the Trustee is terminated or removed
pursuant to this Section 8.07, all of its and any corresponding Fiscal Agent's
rights and obligations under this Agreement and (as among the parties hereto) in
and to the Trust Mortgage Loans and the Serviced Non-Trust Mortgage Loans shall
be terminated, other than any rights or obligations that accrued prior to the
date of such termination or removal (including the right to receive all fees,
expenses and other amounts (including P&I Advances and any accrued interest
thereon) accrued or owing to it under this Agreement, with respect to periods
prior to the date of such termination or removal, and no termination without
cause shall be effective until the payment of such amounts to the Trustee and
such Fiscal Agent).

            (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.


                                      -345-



            SECTION 8.08.     Successor Trustee.

            (a)     Any successor trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Master Servicer,
the Special Servicer and to the predecessor trustee an instrument accepting such
appointment hereunder and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The predecessor trustee
shall deliver to the successor trustee (at the expense of the Certificateholders
that effected the removal, if the Trustee has been removed in accordance with
Section 8.07(c) without cause or if such expenses are not paid by such
Certificateholders within 90 days after they are incurred, at the expense of the
Trust, provided that such Certificateholders shall remain liable to the Trust
for such expenses) all Mortgage Files and related documents and statements held
by it hereunder (other than any Mortgage Files at the time held on its behalf by
a third-party Custodian, which Custodian shall become the agent of the successor
trustee), and the Depositor, the Master Servicer, the Special Servicer and the
predecessor trustee shall execute and deliver such instruments and do such other
things as may reasonably be required to more fully and certainly vest and
confirm in the successor trustee all such rights, powers, duties and
obligations, and to enable the successor trustee to perform its obligations
hereunder.

            (b)     No successor trustee shall accept appointment as provided in
this Section 8.08, unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06.

            (c)     Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, such successor trustee shall mail notice of the
succession of such trustee hereunder to the Depositor, the Master Servicer, the
Special Servicer, the Certificateholders and the Serviced Non-Trust Mortgage
Loan Noteholders.

            SECTION 8.09.     Merger or Consolidation of Trustee and Fiscal
                              Agent.

            Any entity into which the Trustee or 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 such Fiscal Agent, as the case may be, hereunder, provided such
entity shall be eligible under the provisions of Section 8.06 or Section 8.17,
as applicable, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

            SECTION 8.10.     Appointment of Co-Trustee or Separate Trustee.

            (a)     Notwithstanding any other provisions hereof, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing the same may at the time be
located, the Trustee shall have the power and shall execute and 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


                                      -346-



and trusts as the Master Servicer and the Trustee may consider necessary or
desirable. No co-trustee or separate trustee hereunder shall be required to meet
the terms of eligibility as a successor trustee under Section 8.06 hereunder and
no notice to Holders of Certificates of the appointment of co-trustee(s) or
separate trustee(s) shall be required under Section 8.08 hereof.

            (b)     In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer or the Special Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

            (c)     Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

            (d)     Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall cease to exist, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts vested
therein pursuant to the applicable instrument of appointment and this Section
8.10, shall vest in and be exercised by the Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee.

            (e)     The appointment of a co-trustee or separate trustee under
this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.

            SECTION 8.11.     Appointment of Custodians.

            The Trustee may appoint at the Trustee's expense one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution supervised and
regulated by a federal or state banking authority, shall have combined capital
and surplus of at least $10,000,000, shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File and shall not be the Depositor,
any Mortgage Loan Seller or any Affiliate of any of them. Neither the Master
Servicer nor the Special Servicer shall have any duty to verify that any such
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


                                      -347-



longer act in the capacity of Trustee hereunder, the successor trustee or its
designee may thereupon assume all of the rights and, except to the extent they
arose prior to the date of assumption, obligations of the Custodian under such
agreement or, alternatively, may terminate such agreement without cause and
without payment of any penalty or termination fee; and (iii) may provide that
the related Custodian will be entitled to be indemnified out of the assets of
the Trust Fund in connection with losses arising from the performance by such
Custodian of its duties in accordance with the provisions of the related
custodial agreement if and to the extent such indemnification would be permitted
under Section 8.05(b) with respect to agents of the Trustee. The appointment of
one or more Custodians shall not relieve the Trustee from any of its obligations
hereunder, and the Trustee shall remain responsible for all acts and omissions
of any Custodian. In the absence of any other Person appointed in accordance
herewith acting as Custodian, the Trustee agrees to act in such capacity in
accordance with the terms hereof. Notwithstanding anything herein to the
contrary, if the Trustee is no longer the Custodian, any provision or
requirement herein requiring notice or any information or documentation to be
provided to the Custodian shall be construed to require that such notice,
information or documents also be provided to the Trustee. Any Custodian
hereunder shall at all times maintain a fidelity bond and errors and omissions
policy in amounts customary for custodians performing duties similar to those
set forth in this Agreement and, in any event, satisfying the same requirements
(including as to the insurer) as are applicable to any such bond or policy
required to be maintained by the Master Servicer pursuant to Section 3.07. Any
engagement of a third party to act as Custodian with respect to the Mortgage
File or any portion thereof with respect to a Serviced Loan Combination shall be
subject to any relevant provisions of the related Co-Lender Agreement.

            SECTION 8.12.     Appointment of Authenticating Agents.

            (a)     The Trustee may appoint at the Trustee's expense an
Authenticating Agent, which shall be authorized to act on behalf of the Trustee
in authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, with the obligations
and responsibilities herein. Each Authenticating Agent must be organized and
doing business under the laws of the United States of America or of any State,
authorized under such laws to carry on a trust business, have a combined capital
and surplus of at least $15,000,000, and be subject to supervision or
examination by federal or state authorities. Each Authenticating Agent shall be
subject to the same obligations, standard of care, protection and indemnities as
would be imposed on, or would protect, the Trustee hereunder. The appointment of
an Authenticating Agent shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible and liable for
all acts and omissions of the Authenticating Agent. In the absence of any other
Person appointed in accordance herewith acting as Authenticating Agent, the
Trustee hereby agrees to act in such capacity in accordance with the terms
hereof. Notwithstanding anything herein to the contrary, if the Trustee is no
longer the Authenticating Agent, any provision or requirement herein requiring
notice or any information or documentation to be provided to the Authenticating
Agent shall be construed to require that such notice, information or
documentation also be provided to the Trustee.

            (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


                                      -348-



without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.

            (c)     Any Authenticating Agent appointed in accordance with this
Section 8.12 may at any time resign by giving at least 30 days' advance written
notice of resignation to the Trustee, the Certificate Registrar, the Master
Servicer, the Special Servicer and the Depositor. The Trustee may at any time
terminate the agency of any Authenticating Agent appointed in accordance with
this Section 8.12 by giving written notice of termination to such Authenticating
Agent, the Master Servicer, the Certificate Registrar and the Depositor. Upon
receiving a notice of such a resignation or upon such a termination, or in case
at any time any Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section 8.12, the Trustee may appoint a successor
Authenticating Agent, in which case the Trustee shall give written notice of
such appointment to the Master Servicer, the Certificate Registrar and the
Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.12. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent.

            SECTION 8.13.     Appointment of Tax Administrators.

            (a)     The Trustee may appoint at the Trustee's expense any Person
with appropriate tax-related experience to act as Tax Administrator hereunder;
provided that, in the absence of any other Person appointed in accordance
herewith acting as Tax Administrator, the Trustee agrees to act in such capacity
in accordance with the terms hereof. The appointment of a Tax Administrator
shall not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible for all acts and omissions of the Tax
Administrator. The Trustee shall cause any such Tax Administrator appointed by
it to execute and deliver to the Trustee an instrument in which such Tax
Administrator shall agree to act in such capacity, with the obligations and
responsibilities herein.

            (b)     Any Person into which any Tax Administrator may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Tax Administrator shall be a
party, or any Person succeeding to the corporate agency business of any Tax
Administrator, shall continue to be the Tax Administrator without the execution
or filing of any paper or any further act on the part of the Trustee or the Tax
Administrator.

            (c)     Any Tax Administrator appointed in accordance with this
Section 8.13 may at any time resign by giving at least 30 days' advance written
notice of resignation to the Trustee, the Certificate Registrar, the Master
Servicer, the Special Servicer and the Depositor. The Trustee may at any time
terminate the agency of any Tax Administrator appointed in accordance with this
Section 8.13 by giving written notice of termination to such Tax Administrator,
the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving
a notice of such a resignation or upon such a termination, or in case at any
time any Tax Administrator shall cease to be eligible in accordance with the
provisions 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


                                      -349-



Section 8.13. Any successor Tax Administrator upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Tax Administrator.

            SECTION 8.14.     Access to Certain Information.

            (a)     The Trustee shall afford to the Master Servicer, the Special
Servicer and the Depositor, and to the OTS, the FDIC and any other banking or
insurance regulatory authority that may exercise authority over any
Certificateholder or Certificate Owner, access to any documentation regarding
the Trust Mortgage Loans within its control that may be required to be provided
by this Agreement or by applicable law. Such access shall be afforded without
charge but only upon reasonable prior written request and during normal business
hours at the offices of the Trustee designated by it.

            (b)     The Trustee shall maintain in its possession and, upon
reasonable prior written request and during normal business hours, shall make
available at its offices for review by the Depositor, the Rating Agencies, the
Serviced Non-Trust Mortgage Loan Noteholders and their respective designees, the
Controlling Class Representative and, subject to the succeeding paragraph, any
Certificateholder, Certificate Owner or Person identified to the Trustee as a
prospective Transferee of a Certificate or an interest therein, originals and/or
copies of the following items: (i) the Prospectus, any private placement
memorandum and any other disclosure document relating to the Certificates, in
the form most recently provided to the Trustee by the Depositor or by any Person
designated by the Depositor; (ii) this Agreement, each Sub-Servicing Agreement
delivered to the Trustee since the Closing Date and any amendments hereto or
thereto; (iii) all Certificateholder Reports made available to
Certificateholders pursuant to Section 4.02(a) since the Closing Date; (iv) all
Annual Statements of Compliance delivered to the Trustee since the Closing Date;
(v) all Annual Assessment Reports and Annual Attestation Reports delivered to
the Trustee since the Closing Date; (vi) any and all notices and reports
delivered to the Trustee with respect to any Mortgaged Property as to which the
environmental testing contemplated by Section 3.09(c) revealed that either of
the conditions set forth in clauses (i) and (ii) of the first sentence thereof
was not satisfied; (vii) each of the Mortgage Files, including any and all
modifications, extensions, waivers and amendments of the terms of a Trust
Mortgage Loan or Serviced Non-Trust Mortgage Loan entered into or consented to
by the Special Servicer and delivered to the Trustee pursuant to Section 3.20;
(viii) the most recent appraisal for each Mortgaged Property and REO Property
that has been delivered to the Trustee (each appraisal obtained hereunder with
respect to any Mortgaged Property or REO Property to be delivered to the Trustee
by the Master Servicer or Special Servicer, as applicable, promptly following
its having been obtained); (ix) any and all Officer's Certificates and other
evidence delivered to or by the Trustee to support its, the Master Servicer's,
the Special Servicer's or 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
Section 6.12(a); (xi) any exception report prepared by the Trustee pursuant to
Section 2.02(b); (xii) all notices of a breach of representation and warranty
given by or received by the Trustee with respect to any party hereto; (xiii) any
Officer's Certificate delivered to the Trustee by the Special Servicer in
connection with a Final Recovery Determination pursuant to Section 3.09(h); and
(xiv) any and all reports, statements and other written or electronic
information relating to an Outside Serviced Trust Mortgage Loan, the related
Mortgaged Property and/or the borrower under such related Outside Serviced Trust
Mortgage Loan, to the extent such items were received by the Master Servicer
from a related Outside Servicer or the related Outside Trustee and delivered to
the Trustee since the Closing Date. The Trustee shall provide copies of any and
all of the foregoing items


                                      -350-



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 200_ (and with
      respect to any subsequent fiscal year for the Trust, if as of the
      beginning of such subsequent fiscal year the Registered Certificates are
      held in the aggregate by at least 300 holders, which may consist of (x) in
      the case of Registered Certificates held in definitive form, direct
      Holders of such Definitive Certificates, and/or (y) in the case of
      Registered Certificates held in book-entry form through the Depository,
      Depository Participants having accounts with the Depository), the Trustee
      shall:

                    (i)    within 15 days (or within such other period as may
      be provided under the Exchange Act, and the rules and regulations
      promulgated thereunder) after each Distribution Date during such fiscal
      year, in accordance with the Exchange Act, the rules and regulations
      promulgated thereunder, and applicable releases and "no-action letters"
      issued by the Commission, prepare for filing, arrange for execution by
      [the Depositor] [a duly authorized representative of the Master Servicer
      on behalf of the Trust] and properly and timely file with the


                                      -351-



      Commission with respect to the Trust, a Distribution Report on Form 10-D
      with or including, as the case may be, a copy of the applicable
      Distribution Date Statement (exclusive of the CMSA Bond Level File and the
      CMSA Collateral Summary File) and, to the extent delivered to--or
      otherwise known by a Responsible Officer of--the Trustee, any other Form
      10-D Required Information to be reported for the period covered by the
      subject Form 10-D;

                    (ii)   during such fiscal year, at the direction of the
      Depositor, in accordance with the Exchange Act, the rules and regulations
      promulgated thereunder, and applicable releases and "no-action letters"
      issued by the Commission, prepare for filing, arrange for execution by
      [the Depositor] [a duly authorized representative of the Master Servicer
      on behalf of the Trust] and properly and timely file with the Commission
      with respect to the Trust, a Current Report on Form 8-K regarding and
      disclosing (A) any Form 8-K Relevant Information (to the extent a
      Responsible Officer of the Trustee has actual knowledge of, or has been
      provided with written notice of, such event) and (B) any other Form 8-K
      Required Information (to the extent a Responsible Officer of the Trustee
      has actual knowledge of, or has been provided with written notice of, such
      event), in the case of clauses (A) and (B), within the time periods
      specified under Form 8-K, the Exchange Act, the rules and regulations
      promulgated thereunder and applicable releases and "no-action letters"
      issued by the Commission; provided that the Depositor shall cooperate with
      the Trustee to determine the applicable required time period; and
      provided, further, that, if the Depositor directs the Trustee to file a
      Current Report on Form 8-K in accordance with this clause (ii), the
      Depositor shall cooperate with the Trustee in obtaining all necessary
      information in order to prepare such Current Report on Form 8-K and the
      Trustee will report the subject information in accordance with the
      Exchange Act, the rules and regulations promulgated thereunder and
      applicable releases and "no-action letters" issued by the Commission;

                    (iii)  within 90 days following the end of such fiscal
      year, prepare for filing, arrange for execution by [the Depositor] [a duly
      authorized representative of the Master Servicer on behalf of the Trust]
      and properly and timely file with the Commission, with respect to the
      Trust, an Annual Report on Form 10-K, which complies in all material
      respects with the requirements of the Exchange Act, the rules and
      regulations promulgated thereunder and applicable "no-action letters"
      issued by the Commission; and

                    (iv)   at the reasonable request of, and in accordance
      with the reasonable directions of, the Certifying Party (as defined in
      Section 8.15(d)) or the Depositor, prepare for filing, arrange for
      execution by [the Depositor] [a duly authorized representative of the
      Master Servicer on behalf of the Trust] and promptly file with the
      Commission an amendment to any Current Report on Form 8-K, Distribution
      Report on Form 10-D or Annual Report on Form 10-K previously filed with
      the Commission with respect to the Trust during or relating to, as
      applicable, such fiscal year;

provided that (x) the Trustee shall not have any responsibility to file any
items (other than those generated by it) that have not been received in a format
suitable (or readily convertible into a format suitable) for electronic filing
via the EDGAR system and shall not have any responsibility to convert any such
items to such format (other than those items generated by it or that are readily
convertible to such format) and (y) the Depositor shall be responsible for
preparing, executing and filing (via the EDGAR system within [15] days following
the Closing Date) a Current Report on Form 8-K reporting the


                                      -352-



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 contemplated to be filed with the
Commission pursuant to this Section 8.15(a). If any items (other than those
generated by it) are not so timely delivered, the Trustee shall file an amended
Form 10-K including such documents as exhibits promptly after they are delivered
to the Trustee.

            All Current Reports on Form 8-K, Distribution Reports on Form 10-D
and Annual Reports on Form 10-K, as well as any amendments to those reports,
that are to be filed with respect to the Trust pursuant to the Exchange Act, and
the rules and regulations promulgated thereunder, and this Section 8.15(a), are
(together with the exhibits thereto) herein referred to as the "Exchange Act
Reports". The Exchange Act Reports, exclusive of the initial Current Report on
Form 8-K contemplated by clause (y) of the last proviso to the first sentence of
the preceding paragraph, are herein referred to as the "Subsequent Exchange Act
Reports". The Trustee shall have no liability to the Certificateholders or the
Trust with respect to any failure to properly prepare or file any of the
Subsequent Exchange Act Reports to the extent that such failure is not the
result of any negligence, bad faith or willful misconduct on its part. All
Subsequent Exchange Act Reports prepared by the Trustee pursuant to this Section
8.15(a) shall be executed by [the Depositor] [a duly authorized representative
of the Master Servicer on behalf of the Trust] promptly upon delivery thereto
and subject to the subject Exchange Act Report being in form and substance
reasonably acceptable thereto.

            The Trustee shall make available to all Certificateholders and
Certificate Owners on its internet website each Subsequent Exchange Act Report
that is filed with the Commission with respect to the Trust. The Trustee shall
post each such report on its internet website as soon as reasonably practicable
after the filing thereof with the Commission. In addition, the Trustee shall,
free of charge, upon request, deliver to any Certificateholder, Certificate
Owner or party identified as a prospective Certificateholder or Certificate
Owner copies of all Subsequent Exchange Act Reports that are filed with the
Commission with respect to the Trust. Any request contemplated by the prior
sentence shall be made to ____________________ (telephone number:
_______________) at the Corporate Trust Office of the Trustee or to such other
Person and/or other address as the Trustee may specify by notice to
Certificateholders.

            (b)     At all times during the Trust's fiscal year 2006 and, if
as of the beginning of any subsequent fiscal year for the Trust, the Registered
Certificates are held in the aggregate by at least 300 holders (which may
consist of (x) in the case of Registered Certificates held in definitive form,
direct Holders of such Definitive Certificates, and/or (y) in the case of
Registered Certificates held in book-entry form through the Depository,
Depository Participants having accounts with the Depository), at all times
during such subsequent fiscal year, each of the Trustee, the Master Servicer,
the Special Servicer and the Fiscal Agent shall (and shall cause each
Sub-Servicer, subcontractor and agent acting on its behalf hereunder to) monitor
for, and (upon becoming aware thereof) promptly notify the Depositor and the
Trustee in writing of, the occurrence or existence of any and all events and/or
matters that constitute Form 8-K Relevant Information, Form 10-D Relevant
Information and Form 10-K Relevant Information. In addition, during or with
respect to any such fiscal year, each of the Trustee, the Master Servicer, the
Special Servicer and the Fiscal Agent shall (and shall cause each Sub-Servicer,
subcontractor and agent acting on its behalf hereunder to) notify the Depositor
and the Trustee in writing of, the occurrence or existence of any and all other
events and/or matters that constitute Form 8-K Required Information, Form 10-D
Required Information and Form 10-K Required Information promptly


                                      -353-



upon becoming aware of such event and/or matter. Upon becoming aware of any Form
8-K Relevant Information or other Form 8-K Required Information, the Trustee
shall promptly notify the Depositor in writing that the filing of a Current
Report on Form 8-K may be required with respect to any of the events and/or
matters that are the subject of that information and, further, shall consult
with the Depositor regarding whether to prepare and file a Current Report on
Form 8-K under Section 8.15(a)(ii) above with respect to such events and/or
matters (and the Trustee shall be entitled to rely on a written direction of the
Depositor with regard to whether to make such filing). For purposes of this
paragraph, none of the Trustee, the Fiscal Agent, the Master Servicer or the
Special Servicer shall be considered to be aware of any Form 8-K Relevant
Information, Form 8-K Required Information, Form 10-D Relevant Information, Form
10-D Required Information, Form 10-K Relevant Information or Form 10-K Required
Information, unless a Responsible Officer (in the case of the Trustee or the
Fiscal Agent) or a Servicing Officer (in the case of the Master Servicer or the
Special Servicer) thereof has actual knowledge; provided that the Master
Servicer and/or the Special Servicer, as the case may be, shall deliver a
Supplemental Report to the Trustee as to any event constituting such information
as required under Section 3.12(c).

            Upon request of the Depositor or the Trustee, each other party
hereto shall (and shall cause any Sub-Servicer, subcontractor or agent acting on
its behalf hereunder to) promptly provide to the requesting party any
information in its possession or reasonably available to it as is necessary or
appropriate for the Depositor or the Trustee, as applicable, to prepare fully
and properly any Exchange Act Report with respect to the Trust in accordance
with the Securities Act, the Exchange Act and the rules and regulations
promulgated thereunder.

            Each of the Trustee, the Fiscal Agent, the Master Servicer and the
Special Servicer acknowledges and agrees that the information to be provided by
it (or by any Sub-Servicer, subcontractor or agent acting on its behalf
hereunder) pursuant to or as contemplated by this Section 8.15(b) is intended to
be used in connection with the preparation of Exchange Act Reports with respect
to the Trust.

            (c)     If as of the beginning of any fiscal year for the Trust
(other than fiscal year 200_), the Registered Certificates are held in the
aggregate by less than 300 holders (which may consist of (x) in the case of
Registered Certificates held in definitive form, direct Holders of such
Definitive Certificates, and/or (y) in the case of Registered Certificates held
in book-entry form through the Depository, Depository Participants having
accounts with the Depository), the Trustee shall, in accordance with the
Exchange Act and the rules and regulations promulgated thereunder, timely file a
Form 15 with respect to the Trust suspending all reporting requirements under
the Exchange Act and shall notify all parties to this Agreement in writing that
a Form 15 has been so filed.

            (d)     As and to the extent required by the Sarbanes-Oxley Act
of 2002 (the "Sarbanes-Oxley Act") and the rules adopted by the Commission with
respect thereto, all Annual Reports on Form 10-K filed with the Commission shall
include such certification as complies in form and substance with the
Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (such
certification, the "Sarbanes-Oxley Certification"; any party hereto whose
officer is to sign, in accordance with the Sarbanes-Oxley Act and the rules and
regulations promulgated thereunder, any Sarbanes-Oxley Certification with
respect to the Trust, a "Certifying Party"; and any officer who is to sign, in
accordance with the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder, any


                                      -354-



Sarbanes-Oxley Certification, a "Certifying Officer"). Upon request of either
Rating Agency, the Trustee shall deliver a copy of such Sarbanes-Oxley
Certification to such Rating Agency.

            (e)     Either the Depositor or the Master Servicer may be the
Certifying Party with respect to a Sarbanes-Oxley Certification filed as part of
an Annual Report on Form 10-K relating to the Trust; provided that no officer of
the Master Servicer shall be responsible for being the sole signatory of any
Sarbanes-Oxley Certification to be filed in connection with the Trust; and
provided, further, that the Certifying Party shall be the Depositor, if the
Depositor is signing such Annual Report on Form 10-K, or the Master Servicer, if
the Master Servicer is signing such Annual Report on Form 10-K on behalf of the
Trust. In connection with the filing of any Annual Report on Form 10-K with
respect to the Trust as contemplated by Section 8.15(a), the Certifying Party
shall, no later than 10 days prior to the date on which the Trustee has
indicated its intention to file such report, cause its Certifying Officer to
execute and deliver to the Trustee, with respect to the Trust, for filing with
such Annual Report on Form 10-K, the Sarbanes-Oxley Certification that is to be
included as part of such Annual Report on Form 10-K.

            (f)     No later than five (5) Business Days (or, in the case of
an Annual Report on Form 10-K, 20 days) prior to any filing of a Subsequent
Exchange Act Report that is to be made with respect to the Trust as contemplated
by Section 8.15(a), the Trustee shall deliver a copy of such report, together
with all exhibits thereto, for review by the Depositor, the Master Servicer and
the Special Servicer. Promptly upon receipt of any such report and the
accompanying exhibits, each of the Depositor, the Master Servicer and the
Special Servicer shall (and, if and to the extent applicable, shall cause any
Sub-Servicer, subcontractor or agent acting on its behalf hereunder to) promptly
(and in any event within two (2) Business Days) review such report and the
accompanying exhibits and notify the Trustee of any material misstatements or
omissions relating thereto that come to its attention, which material
misstatements or omissions the Trustee shall correct (with written evidence of
such correction to be sent to the Depositor, the Master Servicer and the Special
Servicer) prior to the filing of such report and the accompanying exhibits.

            (g)     No later than 10 days prior to the date on which the
Trustee has indicated its intention to file any Annual Report on Form 10-K with
respect to the Trust (but no earlier than March 20 of the year in which such
Annual Report on Form 10-K is to be filed), the Trustee shall cause the
appropriate officer of the Trustee (i.e., the officer thereof that would have
qualified as a Certifying Officer) to execute and deliver to each Certifying
Party and Certifying Officer a certification (a "Trustee Backup Certification"),
which Trustee Backup Certification shall be in the form of Exhibit P attached
hereto. The Trustee shall indemnify and hold harmless each Certifying Party and
Certifying Officer to whom it delivers any Trustee Backup Certification for all
losses, liabilities, claims, damages, costs and expenses (including reasonable
attorneys' fees and expenses) resulting from a breach of any certification made
in such Trustee Backup Certification, as well as any other losses, liabilities,
claims, damages, costs and expenses (including reasonable attorneys' fees and
expenses) incurred by such Certifying Party or Certifying Officer, as the case
may be, in connection with the execution and delivery of the subject
Sarbanes-Oxley Certification resulting from the negligence, bad faith or willful
misfeasance of the Trustee in connection with the performance by the Trustee of
its duties hereunder.

            (h)     No later than 10 days prior to the date on which the
Trustee has indicated its intention to file any Annual Report on Form 10-K with
respect to the Trust (but no earlier than March 20 of the year in which such
Annual Report on Form 10-K is to be filed), unless the Master Servicer is to be
the Certifying Party, the Master Servicer shall cause the appropriate officer of
the Master Servicer (i.e.,


                                      -355-



the officer thereof that would have qualified as a Certifying Officer) to
execute and deliver to each Certifying Party and Certifying Officer a
certification (a "Master Servicer Backup Certification"), which Master Servicer
Backup Certification shall be in the form of Exhibit Q attached hereto and shall
cover all of the Trust Mortgage Loans and REO Properties (including the Outside
Serviced Trust Mortgage Loans and any Outside Administered REO Properties, to
the extent required in accordance with the penultimate paragraph of Exhibit Q).
In addition, within the time periods set forth in the related Co-Lender
Agreement (or, if no such time periods are set forth therein, by March 20 of any
calendar year in which any Annual Report on Form 10-K is to be filed with
respect to the related securitization trust), the Master Servicer shall execute
and deliver to the depositor, trustee and/or other certifying party and
certifying officer executing a Sarbanes-Oxley Certification in connection with
any public securitization of any Serviced Non-Trust Mortgage Loan that [either]
is a Pari Passu Non-Trust Mortgage Loan [or has, as of the Closing Date, an
unpaid principal balance in excess of $20,000,000], a master servicer backup
certification covering such Serviced Non-Trust Mortgage Loan (and that may be
relied on by each such party to which it is delivered), which master servicer
backup certification will be substantially similar to the Master Servicer Backup
Certification and will cover only the subject Non-Trust Mortgage Loan. The
Master Servicer shall indemnify and hold harmless each Certifying Party and
Certifying Officer to whom it delivers any Master Servicer Backup Certification
for all losses, liabilities, claims, damages, costs and expenses (including
reasonable attorneys' fees and expenses) resulting from a breach of any
certification made in such Master Servicer Backup Certification, as well as any
other losses, liabilities, claims, damages, costs and expenses (including
reasonable attorneys' fees and expenses) incurred by such Certifying Party or
Certifying Officer, as the case may be, in connection with the execution and
delivery of the subject Sarbanes-Oxley Certification, in each case, resulting
from the negligence, bad faith or willful misfeasance of the Master Servicer in
connection with the performance by the Master Servicer of its duties hereunder.

            (i)     No later than 10 days prior to the date on which the
Trustee has indicated its intention to file any Annual Report on Form 10-K (but
no earlier than March 20 of the year in which such Annual Report on From 10-K is
to be filed) with respect to the Trust, the Special Servicer shall cause the
appropriate officer of the Special Servicer (i.e., the officer thereof that
would have qualified as a Certifying Officer) to execute and deliver to each
Certifying Party and Certifying Officer a certification (a "Special Servicer
Backup Certification"), which Special Servicer Backup Certification shall be in
the form of Exhibit R attached hereto and shall cover all of the Specially
Serviced Trust Mortgage Loans and Administered REO Properties (together with any
Outside Serviced Trust Mortgage Loan that is then specially serviced under the
related Outside Servicing Agreement or any Outside Administered REO Property, if
the Special Servicer is, is an Affiliate of, or receives a comparable
certification relating thereto from, the related Outside Special Servicer). In
addition, within the time periods set forth in the related Co-Lender Agreement
(or, if no such time periods are set forth therein, by March 20 of any calendar
year in which any Annual Report on Form 10-K is to be filed with respect to the
related securitization trust), the Special Servicer shall execute and deliver to
the depositor, trustee and/or other certifying party and certifying officer
executing a Sarbanes-Oxley Certification in connection with any public
securitization of a Serviced Non-Trust Mortgage Loan that either is a Pari Passu
Non-Trust Mortgage Loan or has, as of the Closing Date, an unpaid principal
balance in excess of $20,000,000, a special servicer backup certification
covering such Serviced Non-Trust Mortgage Loan (and that may be relied on by
each such party to which it is delivered), which special servicer backup
certification will be substantially similar to the Special Servicer Backup
Certification and will cover only the subject Non-Trust Mortgage Loan. The
Special Servicer shall indemnify and hold harmless each Certifying Party and
Certifying Officer to whom it delivers any Special Servicer Backup


                                      -356-



Certification for all losses, liabilities, claims, damages, costs and expenses
(including reasonable attorneys' fees and expenses) resulting from a breach of
any certification made in such Special Servicer Backup Certification, as well as
any other losses, liabilities, claims, damages, costs and expenses (including
reasonable attorneys' fees and expenses) incurred by such Certifying Party or
Certifying Officer, as the case may be, in connection with the execution and
delivery of the subject Sarbanes-Oxley Certification resulting from the
negligence, bad faith or willful misfeasance of the Special Servicer in
connection with the performance by the Special Servicer of its duties hereunder.

            (j)     No later than 10 days prior to the date on which the
Trustee has indicated its intention to file the Annual Report on Form 10-K with
respect to the Trust for fiscal year 200_, unless the Depositor is to be the
Certifying Party, the Depositor shall cause an officer of the Depositor to
execute and deliver to each Certifying Party and Certifying Officer a
certification (a "Depositor Backup Certification"), which Depositor Backup
Certification shall be in a form mutually acceptable to the Certifying Party and
the Depositor. The Depositor shall indemnify and hold harmless each Certifying
Party and Certifying Officer to whom it delivers any Depositor Backup
Certification for any and all losses, liabilities, claims, damages, costs and
expenses (including reasonable attorneys' fees and expenses) incurred by such
Certifying Party or Certifying Officer resulting from a breach of any
certification made in such Depositor Backup Certification.

            (k)     The respective parties hereto agree to cooperate with
all reasonable requests made by any Certifying Party or Certifying Officer in
connection with such Person's attempt to conduct any due diligence that such
Person reasonably believes to be appropriate in order to allow it to deliver any
Sarbanes-Oxley Certification or portion thereof with respect to the Trust.

            (l)     Unless the other parties hereto receive written notice
from the Trustee to the contrary, the Trustee hereby certifies that it intends
to file any Annual Report on Form 10-K with respect to the Trust for any
particular fiscal year on the last Business Day that is not more than 90 days
following the end of such fiscal year. Unless an alternative time period is
provided for in this Agreement, the respective parties hereto shall deliver to
the Trustee, not more than 60 days following the end of such fiscal year, any
items required to be delivered by such party that are to be an exhibit to such
Annual Report on Form 10-K.

            (m)     In the event the parties to this Agreement desire to
further clarify or amend any provision of this Section 8.15, this Agreement
shall be amended to reflect the new agreement between the parties covering
matters in this Section 8.15 pursuant to Section 11.01, which amendment shall
not require any Opinion of Counsel or Rating Agency confirmations or the consent
of any Certificateholder or any Serviced Non-Trust Mortgage Loan Noteholder;
provided that no such amendment shall diminish the filing requirements under
this Section 8.15 on the part of the parties to this Agreement, as a collective
whole, in contravention of applicable law.

            SECTION 8.16.     Representations and Warranties of Trustee.

            (a)     The Trustee hereby represents and warrants to the Master
Servicer, the Special Servicer and the Depositor and for the benefit of the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of
the Closing Date, that:

                    (i)     The Trustee is a national banking association duly
      organized, validly existing and in good standing under the laws of the
      United States of America.


                                      -357-



                    (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 likely to affect materially and adversely either the ability
      of the Trustee to perform its obligations under this Agreement or the
      financial condition of the Trustee.

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

                    (vii)   Any consent, approval, authorization or order of
      any court or governmental agency or body required for the execution,
      delivery and performance by the Trustee of or compliance by the Trustee
      with this Agreement, or the consummation of the transactions contemplated
      by this Agreement, has been obtained and is effective, except where the
      lack of consent, approval, authorization or order would not have a
      material adverse effect on the performance by the Trustee under this
      Agreement.

                    (viii)  The Trustee is eligible to act as trustee
      hereunder in accordance with Section 8.06.

                    (ix)    The Trustee is an "Institutional Lender/Owner" or
      such other entity defined under the related Co-Lender Agreement as an
      entity qualified to be a transferee or holder


                                      -358-



      of the Trust Mortgage Loan included in the related Loan Combination (if
      such definition exists in the subject Co-Lender), as applicable, within
      the meaning of each Co-Lender Agreement.

            (b)     The representations and warranties of the Trustee set forth
in Section 8.16(a) shall survive the execution and delivery of this Agreement
and shall inure to the benefit of the Persons for whose benefit they were made
for so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations, warranties and
covenants, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.

            (c)    Any successor Trustee shall be deemed to have made, as of the
date of its succession, each of the representations and warranties set forth in
Section 8.16(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 8.16(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.

            SECTION 8.17.     The Fiscal Agent.

            (a)     The Fiscal Agent shall at all times maintain a long-term
unsecured debt rating of no less than "AA-" from S&P (or "A+" from S&P, if the
Fiscal Agent's short-term unsecured debt rating is at least "A-1" by S&P) and
"AA-" from Fitch (or, in the case of either Rating Agency, such other rating as
shall not result in an Adverse Rating Event with respect to any Class of
Certificates rated by such Rating Agency, as confirmed in writing by such Rating
Agency).

            (b)     To the extent that the Trustee is required, pursuant to
the terms of this Agreement, to make any Advance, whether as successor master
servicer or otherwise, and has failed to do so in accordance with the terms
hereof, the Fiscal Agent shall make such Advance when and as required by the
terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the
Trustee hereunder. To the extent that the Fiscal Agent makes an Advance pursuant
to this Section 8.17(b) or otherwise pursuant to this Agreement, the obligations
of the Trustee under this Agreement in respect of such Advance shall be
satisfied.

            (c)     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, except that 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,


                                      -359-



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 with respect to any
Class of Certificates.

            (e)     The Trustee shall promptly notify the other parties hereto,
the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders in
writing of the appointment, resignation or removal of the 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
Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that:

                    (i)      The Fiscal Agent is a banking association duly
      organized, validly existing and in good standing under the laws of the
      Netherlands.

                    (ii)     The execution and delivery of this Agreement by the
      Fiscal Agent, and the performance and compliance with the terms of this
      Agreement by the Fiscal Agent, will not violate the Fiscal Agent's
      organizational documents or constitute a default (or an event which, with
      notice or lapse of time, or both, would constitute a default) under, or
      result in a material breach of, any material agreement or other instrument
      to which it is a party or by which it is bound.

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

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

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


                                      -360-



                    (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.


                                      -361-



                                   ARTICLE IX

                                   TERMINATION

            SECTION 9.01.     Termination Upon Repurchase or Liquidation of All
                              Trust Mortgage Loans.

            Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer, the Fiscal Agent and the Trustee (other
than the obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment): (i) to the Certificateholders of all amounts held by or
on behalf of the Trustee and required hereunder to be so paid on the
Distribution Date following the earlier to occur of (A) the purchase by the
Special Servicer, any Controlling Class Certificateholder, the Master Servicer,
the Depositor or Lehman Brothers of all the Trust Mortgage Loans and each REO
Property remaining in the Trust Fund at a price equal to (1) the sum (x) of the
aggregate Purchase Price of all the Trust Mortgage Loans and (y) the aggregate
Appraised Values of any REO Properties then included in the Trust Fund, minus
(2) if the purchaser is the Master Servicer or the Special Servicer, the
aggregate amount of unreimbursed Advances made by such Person, together with any
interest accrued and payable to such Person in respect of unreimbursed Advances
in accordance with Section 3.11(g) and, in the case of the Master Servicer,
Section 4.03(d), and any unpaid servicing compensation remaining outstanding and
payable thereto (which items shall be deemed to have been paid or reimbursed to
the Master Servicer or the Special Servicer, as the case may be, in connection
with such purchase), (B) the exchange by all the Certificateholders of all the
Certificates for all the Trust Mortgage Loans and each REO Property remaining in
the Trust Fund in the manner set forth below in this Section 9.01 and (C) the
final payment or other liquidation (or any advance with respect thereto) of the
last Trust Mortgage Loan or REO Property remaining in the Trust Fund; and (ii)
to the Trustee, 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.

            Following the date on which the aggregate Certificate Principal
Balance of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class
A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F and
Class G Certificates is reduced to zero, all the remaining Certificateholders,
acting together (each having agreed in writing to so act, a copy of which
writing shall be delivered to the Trustee), shall have the right, with the
consent of the Master Servicer, to exchange all of the Certificates for all of
the Trust Mortgage Loans and each REO Property remaining in the Trust Fund as
contemplated by clause (i)(B) of the first paragraph of this Section 9.01(a), by
giving written notice to all the parties hereto and the Non-Trust Mortgage Loan
Noteholders no later than 60 days prior to the anticipated date of exchange;
provided that no such exchange may occur if any of the remaining REO Properties
relates to a Serviced Loan Combination. In the event that all the
Certificateholders elect (as evidenced by a writing signed by each
Certificateholder and delivered to the Trustee) to exchange all of the
Certificates for all of the Trust Mortgage Loans and, subject to the proviso to
the preceding sentence, each REO Property remaining in the Trust Fund, the
Certificateholders, not later than the fifth


                                      -362-



Business Day preceding the Distribution Date on which the final distribution on
the Certificates is to occur, shall (i) deposit in the applicable Custodial
Account an amount in immediately available funds equal to all amounts then due
and owing to the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent pursuant to Section 3.05(a) or Section 3.05A, as
applicable, or that may be withdrawn from the Collection Account pursuant to
Section 3.05(b), but only to the extent that such amounts are not already on
deposit in such Custodial Account and (ii) pay to the Trustee an amount, in
immediately available funds, equal to $_________ In addition, on the Trust
Master Servicer Remittance Date immediately preceding the Final Distribution
Date, the Master Servicer shall transfer to the Collection Account all amounts
required to be transferred thereto on such Trust Master Servicer Remittance Date
from the Pool Custodial Account pursuant to the first paragraph of Section
3.04(b), together with any other amounts on deposit in the Pool Custodial
Account that would otherwise be held for future distribution. Upon confirmation
that such final deposits have been made and following the surrender of all the
Certificates on the Final Distribution Date, the Trustee shall release or cause
to be released to a designee of all the Certificateholders (each
Certificateholder having agreed to such designation in a writing delivered to
the Trustee), the Mortgage Files for the remaining Trust Mortgage Loans and REO
Properties and shall execute all assignments, endorsements and other instruments
furnished to it by the Certificateholders as shall be necessary to effectuate
transfer of the Trust Mortgage Loans and REO Properties remaining in the Trust
Fund; provided that, if any Trust Mortgage Loan exchanged pursuant to this
Section 9.01 is part of a Loan Combination, then the release, endorsement or
assignment of the documents constituting the related Mortgage File and Servicing
File shall be in the manner contemplated by Section 3.25. Any transfer of Trust
Mortgage Loans pursuant to this paragraph, except in the case of the Outside
Serviced Trust Mortgage Loans, shall be on a servicing-released basis.

            Each of 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), the Special Servicer, the Master
Servicer, the Depositor or Lehman Brothers, in that order of priority (with the
Controlling Class Certificateholders having the most senior priority), may at
its option elect to purchase all of the Trust Mortgage Loans and each REO
Property remaining in the Trust Fund as contemplated by clause (i) of the
preceding paragraph by giving written notice to the other parties hereto no
later than 60 days prior to the anticipated date of purchase; provided, however,
that (i) the aggregate Stated Principal Balance of the Mortgage Pool at the time
of such election is less than 1.0% of the initial aggregate Certificate
Principal Balance of all of the Principal Balance Certificates, and (ii) no such
Person shall have the right to effect such a purchase if, within 30 days
following its delivery of a notice of election pursuant to this paragraph, any
other such Person with a higher priority shall give notice of its election to
purchase all of the Trust Mortgage Loans and each REO Property remaining in the
Trust Fund and shall thereafter effect such purchase in accordance with the
terms hereof. If the Trust Fund is to be terminated in connection with the
Special Servicer's, a Controlling Class Certificateholder's, the Master
Servicer's, the Depositor's or Lehman Brothers' purchase of all of the Trust
Mortgage Loans and each REO Property remaining in the Trust Fund, then the
Special Servicer, a Controlling Class Certificateholder, the Master Servicer,
the Depositor or Lehman Brothers, as applicable, not later than the fifth
Business Day preceding the Distribution Date on which the final distribution on
the Certificates is to occur, shall: (x) deposit, or deliver to the Master
Servicer for deposit, in the Pool Custodial Account an amount in immediately
available funds equal to the above-described purchase price (provided, however,
that if any REO Property relating to a Serviced Loan Combination is being
purchased pursuant to the foregoing, the portion of the above-described purchase
price allocable to such REO Property shall initially be deposited into the
related Loan Combination Custodial Account); and


                                      -363-



(y) deliver to the Trustee an Opinion of Counsel, at the expense of the party
effecting the purchase, stating that the termination of the Trust satisfies the
requirements of a qualified liquidation under Section 860F of the Code and any
regulations thereunder. In addition, on the Trust Master Servicer Remittance
Date immediately preceding the Final Distribution Date, the Master Servicer
shall transfer to the Collection Account all amounts required to be transferred
thereto on such Trust Master Servicer Remittance Date from the Pool Custodial
Account pursuant to the first paragraph of Section 3.04(b), together with any
other amounts on deposit in the Pool Custodial Account that would otherwise be
held for future distribution. Upon confirmation that such final deposits have
been made, the Trustee shall release or cause to be released to the Special
Servicer, the purchasing Controlling Class Certificateholder, the Master
Servicer, the Depositor or Lehman Brothers, as applicable, the Mortgage Files
for the remaining Trust Mortgage Loans and shall execute all assignments,
endorsements and other instruments furnished to it by the Special Servicer, the
purchasing Controlling Class Certificateholder, the Master Servicer, the
Depositor or Lehman Brothers, as applicable, as shall be necessary to effectuate
transfer of the Trust Mortgage Loans and REO Properties to the Special Servicer,
the purchasing Controlling Class Certificateholder, the Master Servicer, the
Depositor or Lehman Brothers (or their respective designees), as applicable;
provided that, if any Trust Mortgage Loan purchased pursuant to this Section
9.01 is a Serviced Combination Trust Mortgage Loan, then the release,
endorsement or assignment of the documents constituting the related Mortgage
File and Servicing File shall be in the manner contemplated by Section 3.25. Any
transfer of Trust Mortgage Loans pursuant to this paragraph, except in the case
of the Outside Serviced Trust Mortgage Loans, shall be on a servicing-released
basis.

            Notice of any termination shall be given promptly by the Trustee by
letter to Certificateholders and the Non-Trust Mortgage Loan Noteholders mailed
(i) if such notice is given in connection with the Special Servicer's, a
Controlling Class Certificateholder's, the Master Servicer's, the Depositor's or
Lehman Brothers' purchase of the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund, not earlier than the 15th day and not later than
the 25th day of the month next preceding the month of the final distribution on
the Certificates or (ii) otherwise during the month of such final distribution
on or before the eighth day of such month, in each case specifying (A) the
Distribution Date upon which the Trust Fund will terminate and final payment of
the Certificates will be made, (B) the amount of any such final payment and (C)
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 and/or the Loss of Value Reserve Fund that
are, in accordance with Section 4.01, allocable to payments on the Class of
Certificates so presented and surrendered.

            Any funds not distributed to any Holder or Holders of Certificates
of any Class on the Final Distribution Date because of the failure of such
Holder or Holders to tender their Certificates shall, on such date, be set aside
and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this Section 9.01 shall not have been
surrendered for cancellation within six months after the


                                      -364-



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.

            SECTION 9.02.     Additional Termination Requirements.

            (a)     If the Depositor, Lehman Brothers, any Controlling Class
Certificateholder, the Special Servicer or the Master Servicer purchases, or
there is an exchange of all the Certificates for, all of the Trust Mortgage
Loans and each REO Property remaining in the Trust Fund as provided in Section
9.01, then the Trust Fund (and, accordingly, each REMIC Pool) shall be
terminated in accordance with the following additional requirements, unless the
Person or group of Persons effecting such purchase or exchange obtains at its
own expense and delivers to the Trustee and the Tax Administrator, an Opinion of
Counsel, addressed to the Trustee and the Tax Administrator, to the effect that
the failure of the Trust Fund to comply with the requirements of this Section
9.02 will not result in an Adverse REMIC Event or an Adverse Grantor Trust
Event:

                    (i)    the Tax Administrator shall specify the first day
      in the 90-day liquidation period in a statement attached to the final Tax
      Return for each REMIC Pool pursuant to Treasury regulations section
      1.860F-1 and shall satisfy all requirements of a qualified liquidation
      under Section 860F of the Code and any regulations thereunder as set forth
      in the Opinion of Counsel obtained pursuant to Section 9.01 from the
      Person or group of Persons effecting the purchase of, or exchange of all
      the Certificates for, all the Trust Mortgage Loans and REO Properties
      remaining in the Trust Fund;

                    (ii)   during such 90-day liquidation period and at or
      prior to the time of making of the final payment on the Certificates, the
      Trustee shall sell or exchange, as applicable, all of the assets of REMIC
      I and each Loan REMIC, if any, to the appropriate Person(s) for cash or
      the Certificates, as applicable; 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
      Sections 4.01 and 9.01 all cash on hand (other than cash retained to meet
      claims), and each REMIC Pool shall terminate at that time.

            In addition, the foregoing requirements of this Section 9.02 shall
apply, mutatis mutandis, to the repurchase of any Early Defeasance Trust
Mortgage Loan and liquidation of any related Loan REMIC if the defeasance
proceeds are less than the Purchase Price of such Early Defeasance Trust
Mortgage Loan, the Mortgagor notifies the Master Servicer of its intent to
defease the Early Defeasance Trust Mortgage Loan or the Mortgagor is to tender
other collateral that does not constitute a cash


                                      -365-



amount equal to or greater than the Purchase Price of the Early Defeasance Trust
Mortgage Loan, under the circumstances described in Sections 2.03(j) and
2.03(k).

            (b)     By their acceptance of Certificates, the Holders thereof
hereby agree to authorize the Tax Administrator to specify the 90-day
liquidation period for each REMIC Pool, which authorization shall be binding
upon all successor Certificateholders.

            SECTION 9.03.     Outside Administered REO Properties.

            References to "REO Property" and "REO Properties" in Sections 9.01
and 9.02 shall be deemed to include the Trust's rights with respect to any
Outside Administered REO Property included in the Trust, and such rights shall
be taken into account in calculating the purchase price payable under Section
9.01 for the purchase of assets out of the Trust Fund.


                                      -366-



                                    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 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. Subject to Section 2.06(b), the related
Loan REMIC Regular Interest is hereby designated as a "regular interest" (within
the meaning of Section 860G(a)(1) of the Code), and the Class R-LR Certificates
will evidence the single class of "residual interests" (within the meaning of
Section 860G(a)(2) of the Code, in each Loan REMIC. None of the Master Servicer,
the Special Servicer or the Trustee shall (to the extent within its control)
permit the creation of any other "interests" in any REMIC Pool (within the
meaning of Treasury regulations section 1.860D-1(b)(1)).

            (c)     The Closing Date is hereby designated as the "startup day"
of each REMIC Pool within the meaning of Section 860G(a)(9) of the Code.

            (d)     The related Plurality Residual Interest Certificateholder as
to the applicable taxable year is hereby designated as the Tax Matters Person of
each REMIC Pool, and shall act on behalf of the related REMIC in relation to any
tax matter or controversy and shall represent the related REMIC in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority; provided that the Tax Administrator is hereby
irrevocably appointed to act and shall act (in consultation with the Tax Matters
Person for each REMIC Pool) as agent and attorney-in-fact for the Tax Matters
Person for each REMIC Pool in the performance of its duties as such.

            (e)     For purposes of Treasury regulations section
1.860G-1(a)(4)(iii), the related Legal Final Distribution Date for each Loan
REMIC Regular Interest (if any), each REMIC I Regular Interest, each REMIC II
Regular Interest and each Class of Regular Interest Certificates (or, in the
case of each Class of Interest-Only Certificates, each REMIC III Component of
such Class) is designated in the Preliminary Statement hereto.

            (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


                                      -367-



reimbursable to the Tax Administrator from the Trust Fund (exclusive of any
Grantor Trust Assets), unless otherwise provided in Section 10.01(i) or
10.01(j)).

            (g)     Within 30 days after the Closing Date, the Tax Administrator
shall prepare and file with the IRS Form 8811, "Information Return for Real
Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the Trust Fund. In addition, the Tax Administrator shall
prepare, sign and file all of the other Tax Returns in respect of each REMIC
Pool. The expenses of preparing and filing such returns shall be borne by the
Tax Administrator without any right of reimbursement therefor. The other parties
hereto shall provide on a timely basis to the Tax Administrator or its designee
such information with respect to each REMIC Pool as is in its possession and
reasonably requested by the Tax Administrator to enable it to perform its
obligations under this Section 10.01. Without limiting the generality of the
foregoing, the Depositor, within ten days following the Tax Administrator's
request therefor, shall provide in writing to the Tax Administrator such
information as is reasonably requested by the Tax Administrator for tax
purposes, as to the valuations and issue prices of the Certificates, and the Tax
Administrator's duty to perform its reporting and other tax compliance
obligations under this Section 10.01 shall be subject to the condition that it
receives from the Depositor such information possessed by the Depositor that is
necessary to permit the Tax Administrator to perform such obligations.

            (h)     The Tax Administrator shall perform on behalf of each REMIC
Pool all reporting and other tax compliance duties that are the responsibility
of each such REMIC Pool under the Code, the REMIC Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority. Included
among such duties, the Tax Administrator shall provide to: (i) any Transferor of
a Residual Interest Certificate, such information as is necessary for the
application of any tax relating to the transfer of a Residual Interest
Certificate to any Person who is not a Permitted Transferee; (ii) the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions, including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption as
required hereunder); and (iii) the IRS, the name, title, address and telephone
number of the Person who will serve as the representative of each REMIC Pool.
The parties also intend that the portion of the Trust Fund consisting of the
Loss of Value Reserve Fund shall constitute, and the affairs of such portion of
the Trust Fund shall be conducted so as to qualify as, an "outside reserve fund"
within the meaning of Treasury regulations section 1.860G-2(h) and the
provisions hereof shall be interpreted consistently with this intention.

            (i)     The Tax Administrator shall perform its duties hereunder so
as to maintain the status of each REMIC Pool as a REMIC under the REMIC
Provisions (and the Trustee, the Master Servicer and the Special Servicer shall
assist the Tax Administrator to the extent reasonably requested by the Tax
Administrator and to the extent of information within the Trustee's, the Master
Servicer's or the Special Servicer's possession or control). None of the Tax
Administrator, the Master Servicer, the Special Servicer or the Trustee shall
knowingly take (or cause any REMIC Pool to take) any action or fail to take (or
fail to cause to be taken) any action that, under the REMIC Provisions, if taken
or not taken, as the case may be, could result in an Adverse REMIC Event, unless
the Tax Administrator has obtained or received an Opinion of Counsel (at the
expense of the party requesting such action or at the expense of the Trust Fund
if the Tax Administrator seeks to take such action or to refrain from acting for
the benefit of the Certificateholders) to the effect that the contemplated
action will not result in an Adverse REMIC Event or an Adverse Grantor Trust
Event. None of the other parties hereto shall take any action or fail to take
any action (whether or not authorized hereunder) as to which the Tax


                                      -368-



Administrator has advised it in writing that the Tax Administrator has received
or obtained an Opinion of Counsel to the effect that an Adverse REMIC Event or
an Adverse Grantor Trust Event could result from such action or failure to act.
In addition, prior to taking any action with respect to any REMIC Pool, or
causing any REMIC Pool to take any action, that is not expressly permitted under
the terms of this Agreement, the Master Servicer and the Special Servicer shall
consult with the Tax Administrator or its designee, in writing, with respect to
whether such action could cause an Adverse REMIC Event or an Adverse Grantor
Trust Event to occur. The Tax Administrator may consult with counsel to make
such written advice, and the cost of same shall be borne by the party seeking to
take the action not permitted by this Agreement, but in no event at the cost or
expense of the Trust Fund or the Trustee. At all times as may be required by the
Code, the Tax Administrator shall make reasonable efforts to ensure that
substantially all of the assets of each REMIC Pool will consist of "qualified
mortgages" as defined in Section 860G(a)(3) of the Code and "permitted
investments" as defined in Section 860G(a)(5) of the Code.

            (j)     If any tax is imposed on any REMIC Pool, including
"prohibited transactions" taxes as defined in Section 860F(a)(2) of the Code,
any tax on "net income from foreclosure property" as defined in Section 860G(c)
of the Code, any taxes on contributions to any REMIC Pool after the Startup Day
pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code
or any applicable provisions of State or Local Tax laws (other than any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.17(a)),
such tax, together with all incidental costs and expenses (including penalties
and reasonable attorneys' fees), shall be charged to and paid by: (i) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax
Administrator of any of its obligations under this Section 10.01; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.01; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.01; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.01; (v) the Depositor, if such tax was imposed due to the
fact that any of the Lehman Trust Mortgage Loans did not, at the time of their
transfer to REMIC I or any related Loan REMIC, as applicable, constitute a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code; or (vi) the
Trust Fund, excluding any Grantor Trust Assets, 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 any 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.


                                      -369-



            (m)     None of the Trustee, the Master Servicer and the Special
Servicer shall consent to or, to the extent it is within the control of such
Person, permit: (i) the sale or disposition of any of the Trust Mortgage Loans
(except in connection with (A) the default or reasonably foreseeable material
default of a Trust Mortgage Loan, including, but not limited to, the sale or
other disposition of a Mortgaged Property acquired by deed in lieu of
foreclosure, (B) the bankruptcy of any REMIC Pool, (C) the termination of any
REMIC Pool pursuant to Article IX of this Agreement, or (D) a purchase of Trust
Mortgage Loans pursuant to or as contemplated by Article II or III of this
Agreement); (ii) the sale or disposition of any investments in the Collection
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account,
any Custodial Account or any REO Account for gain; or (iii) the acquisition of
any assets for any REMIC Pool (other than a Mortgaged Property acquired through
foreclosure, deed in lieu of foreclosure or otherwise in respect of a defaulted
Trust Mortgage Loan and other than Permitted Investments acquired in accordance
with Section 3.06 in connection with the investment of funds in a Custodial
Account or an REO Account); in any event unless it has received an Opinion of
Counsel (at the expense of the party seeking to cause such sale, disposition, or
acquisition but in no event at the expense of the Trust Fund or the Trustee) to
the effect that such sale, disposition, or acquisition will not cause: (x) any
REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are
outstanding; or (y) the imposition of any tax on any REMIC Pool under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.

            (n)     Except as permitted by Section 3.17(a), none of the Trustee,
the Master Servicer and the Special Servicer shall enter into any arrangement by
which any REMIC Pool will receive a fee or other compensation for services nor
permit any REMIC Pool to receive any income from assets other than "qualified
mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.

            SECTION 10.02.    Grantor Trust Administration.

            (a)     The Tax Administrator shall treat the Grantor Trust, for tax
return preparation purposes, as a grantor trust under the Code and, if
necessary, under applicable state law and will file appropriate federal or state
Tax Returns for each taxable year ending on or after the last day of the
calendar year in which the Certificates are issued.

            (b)     The Tax Administrator shall pay out of its own funds any and
all routine tax administration expenses of the Trust Fund incurred with respect
to the Grantor Trust (but not including any professional fees or expenses
related to audits or any administrative or judicial proceedings with respect to
the Trust Fund that involve the IRS or state tax authorities which extraordinary
expenses shall be payable or reimbursable to the Tax Administrator from the
Grantor Trust Assets in the Trust Fund, unless otherwise provided in Section
10.02(e) or 10.02(f)).

            (c)     The Tax Administrator shall prepare, sign and file all of
the Tax Returns in respect of the Grantor Trust. The expenses of preparing and
filing such returns shall be borne by the Tax Administrator without any right of
reimbursement therefor. The Tax Administrator shall comply with such requirement
by filing Form 1041, indicating the name and address of the Trust and signed by
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


                                      -370-



or accrual method of accounting, as applicable, and to report on such
Certificateholder's fiscal year if other than the calendar year. The other
parties hereto shall provide on a timely basis to the Tax Administrator or its
designee such information with respect to the Grantor Trust as is in its
possession and reasonably requested by the Tax Administrator to enable it to
perform its obligations under this Section 10.02. Without limiting the
generality of the foregoing, the Depositor, within ten days following the Tax
Administrator's request therefor, shall provide in writing to the Tax
Administrator such information as is reasonably requested by the Tax
Administrator for tax purposes, and the Tax Administrator's duty to perform its
reporting and other tax compliance obligations under this Section 10.02 shall be
subject to the condition that it receives from the Depositor such information
possessed by the Depositor that is necessary to permit the Tax Administrator to
perform such obligations.

            (d)     The Tax Administrator shall perform on behalf of the Grantor
Trust all reporting and other tax compliance duties that are required in respect
thereof under the Code, the Grantor Trust Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority, including the
furnishing to Certificateholders of the schedules described in Section 10.01(c).

            (e)     The Tax Administrator shall perform its duties hereunder so
as to maintain the status of the Grantor Trust as a grantor trust under the
Grantor Trust Provisions (and the Trustee, the Master Servicer and the Special
Servicer shall assist the Tax Administrator to the extent reasonably requested
by the Tax Administrator and to the extent of information within the Trustee's,
the Master Servicer's or the Special Servicer's possession or control). None of
the Tax Administrator, Master Servicer, the Special Servicer or the Trustee
shall knowingly take (or cause the Grantor Trust to take) any action or fail to
take (or fail to cause to be taken) any action that, under the Grantor Trust
Provisions, if taken or not taken, as the case may be, could result in an
Adverse Grantor Trust Event, unless the Tax Administrator has obtained or
received an Opinion of Counsel (at the expense of the party requesting such
action or at the expense of the Trust Fund if the Tax Administrator seeks to
take such action or to refrain from taking any action for the benefit of the
Certificateholders) to the effect that the contemplated action will not result
in an Adverse Grantor Trust Event. None of the other parties hereto shall take
any action or fail to take any action (whether or not authorized hereunder) as
to which the Tax Administrator has advised it in writing that the Tax
Administrator has received or obtained an Opinion of Counsel to the effect that
an Adverse Grantor Trust Event could result from such action or failure to act.
In addition, prior to taking any action with respect to the Grantor Trust, or
causing the Trust Fund to take any action, that is not expressly permitted under
the terms of this Agreement, the Master Servicer and the Special Servicer shall
consult with the Tax Administrator or its designee, in writing, with respect to
whether such action could cause an Adverse Grantor Trust Event to occur. The Tax
Administrator may consult with counsel to make such written advice, and the cost
of same shall be borne by the party seeking to take the action not permitted by
this Agreement, but in no event at the cost or expense of the Trust Fund, the
Tax Administrator or the Trustee.

            (f)     If any tax is imposed on the Grantor Trust, such tax,
together with all incidental costs and expenses (including penalties and
reasonable attorneys' fees), shall be charged to and paid by: (i) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax
Administrator of any of its obligations under this Section 10.02; (ii) the
Special Servicer, if such tax arises out of or 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


                                      -371-



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.

            (g)     Notwithstanding the foregoing provisions of this Section
10.02, the applicability of this Section 10.02 is subject to Section 2.05(b).


                                      -372-



                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

            SECTION 11.01.    Amendment.

            (a)     This Agreement may be amended from time to time by the
mutual agreement of the parties hereto, without the consent of any of the
Certificateholders or any of the Non-Trust Mortgage Loan Noteholders, (i) to
cure any ambiguity, (ii) to correct, modify or supplement any provision herein
which may be inconsistent with any other provision herein or with the
description thereof in the Prospectus or the Prospectus Supplement, (iii) to add
any other provisions with respect to matters or questions arising hereunder
which shall not be inconsistent with the existing provisions hereof, (iv) to
relax or eliminate any requirement hereunder imposed by the REMIC Provisions or
the Grantor Trust Provisions if those provisions are amended or clarified such
that any such requirement may be relaxed or eliminated, (v) to relax or
eliminate any requirement imposed by the Securities Act or the rules promulgated
thereunder if the Securities Act or those rules are amended or clarified so as
to allow for the relaxation or elimination of that requirement, (vi) as
evidenced by an Opinion of Counsel delivered to the Master Servicer, the Special
Servicer and the Trustee, either (A) to comply with any requirements imposed by
the Code or any successor or amendatory statute or any temporary or final
regulation, revenue ruling, revenue procedure or other written official
announcement or interpretation relating to federal income tax laws or any such
proposed action which, if made effective, would apply retroactively to any of
the REMIC Pools or the Grantor Trust (if created hereunder taking into account
Section 2.05(b)) 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 (if created hereunder taking into account
Section 2.05(b)), (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) hereof,
(viii) to amend any provision of Section 8.15 as contemplated by Section 8.15(m)
hereof, or (ix) to otherwise modify or delete existing provisions of this
Agreement; provided that such amendment (other than any amendment for any of the
specific purposes described in clauses (i), (ii), (iv), (v), (vi), (vii) and
(viii) above) shall not adversely affect in any material respect the interests
of any Certificateholder or Serviced Non-Trust Mortgage Loan Noteholder, as
evidenced by either an Opinion of Counsel delivered to the Trustee and each
other party hereto to such effect, or an acknowledgment to such effect from the
subject Certificateholder or Serviced Non-Trust Mortgage Loan Noteholder, as the
case may be, or, in the case of a Class of Certificates to which a rating has
been assigned by one or more Rating Agencies, written confirmation from each
applicable Rating Agency to the effect that such amendment shall not result in
an Adverse Rating Event with respect to any Class of Certificates; and provided,
further, that such amendment shall not significantly change the activities of
the Trust (insofar as such change would adversely affect the status of the Trust
as a "qualifying special purpose entity" under FASB 140).

            (b)     This Agreement may also be amended from time to time by the
agreement of the parties hereto with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments received or advanced on Mortgage Loans that


                                      -373-



are required to be distributed on any Certificate, without the consent of the
Holder of such Certificate, or that are required to be distributed to any
Serviced Non-Trust Mortgage Loan Noteholder, without the consent of such
Serviced Non-Trust Mortgage Loan Noteholder, (ii) adversely affect in any
material respect the interests of the Holders of any Class of Certificates or
the interests of any Serviced Non-Trust Mortgage Loan Noteholder in a manner
other than as described in the immediately preceding clause (i), without the
consent of the Holders of all Certificates of such Class or the consent of such
Serviced Non-Trust Mortgage Loan Noteholder, as the case may be, (iii)
significantly change the activities of the Trust (insofar as such change would
adversely affect the status of the Trust as a "qualifying special purpose
entity" under FASB 140) without the consent of the Holders of Certificates
entitled to not less than 51% of all the Voting Rights (without regard to
Certificates held by the Depositor or any of the Depositor's Affiliates and/or
agents), (iv) modify the provisions of this Section 11.01, without the consent
of the Holders of all Certificates then outstanding and the consent of all of
the Serviced Non-Trust Mortgage Loan Noteholders, (v) modify the Servicing
Standard without the consent of the Holders of all Regular Interest Certificates
then outstanding, or (vi) modify the specified percentage of Voting Rights which
are required to be held by Certificateholders to consent, approve or object to
any particular action pursuant to any provision of this Agreement without the
consent of the Holders of all Certificates then outstanding. Notwithstanding any
other provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01(b), Certificates registered in the name
of any party hereto or any Affiliate thereof shall be entitled to the same
Voting Rights with respect to matters described above as they would if any other
Person held such Certificates, so long as the subject amendment does not relate
to increasing its rights or reducing or limiting its obligations hereunder as a
party to this Agreement.

            (c)     Notwithstanding any contrary provision of this Agreement,
the Trustee shall not consent to any amendment to this Agreement unless it shall
first have obtained or been furnished with an Opinion of Counsel 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 (if
created hereunder taking into account Section 2.05(b)) to fail to qualify as a
grantor trust within the meaning of the Grantor Trust Provisions at any time
that any Certificates are outstanding and (ii) such amendment complies in all
material respects with the provisions of this Section 11.01.

            (d)     Promptly after the execution of any such amendment, the
Trustee shall send a copy thereof to each Certificateholder and each Serviced
Non-Trust Mortgage Loan Noteholder.

            (e)     It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

            (f)     Each of the Master Servicer, the Special Servicer and the
Trustee may but shall not be obligated to enter into any amendment pursuant to
this section that affects its rights, duties and immunities under this Agreement
or otherwise.


                                      -374-



            (g)     The cost of any Opinion of Counsel to be delivered pursuant
to Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Master Servicer, the Special Servicer or the
Trustee requests any amendment of this Agreement that protects or is in
furtherance of the rights and interests of Certificateholders, the cost of any
Opinion of Counsel required in connection therewith pursuant to Section 11.01(a)
or (c) shall be payable out of the Pool Custodial Account, in the case of the
Master Servicer and the Special Servicer, pursuant to Section 3.05(a), or out of
the Collection Account, in the case of the Trustee, pursuant to Section 3.05(b).

            SECTION 11.02.    Recordation of Agreement; Counterparts.

            (a)     To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Trust Fund or, to the
extent that it benefits them, the Serviced Non-Trust Mortgage Loan Noteholders,
but only upon direction accompanied by an Opinion of Counsel (the cost of which
may be paid out of the Pool Custodial Account pursuant to Section 3.05(a) or, to
the extent that it benefits the Serviced Non-Trust Mortgage Loan Noteholders,
out of the Loan Combination Custodial Accounts pursuant to Section 3.05A), to
the effect that such recordation materially and beneficially affects the
interests of the Certificateholders and/or the Serviced Non-Trust Mortgage Loan
Noteholders; provided, however, that the Trustee shall have no obligation or
responsibility to determine whether any such recordation of this Agreement is
required.

            (b)     For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

            SECTION 11.03.    Limitation on Rights of Certificateholders.

            (a)     The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

            (b)     No Certificateholder (except as expressly provided for
herein) shall have any right to vote or in any manner otherwise control the
operation and management of the Trust Fund, or the obligations of the parties
hereto, nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third party by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

            (c)     No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Person previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and unless also (except in the case of a default by
the Trustee) the Holders of Certificates entitled to at least 25% of the


                                      -375-



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 (except
in the case of a default by the Trustee) the Trustee, for 60 days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding. It is understood and
intended, and expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided
for herein, or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
section, each and every Certificateholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

            SECTION 11.04.    Governing Law; Consent to Jurisdiction.

            This Agreement will be governed by and construed in accordance with
the laws of the State of New York, applicable to agreements negotiated, made and
to be performed entirely in said state. To the fullest extent permitted under
applicable law, the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent each hereby irrevocably (i) submits to the
jurisdiction of any New York State and federal courts sitting in New York City,
to the exclusion of all other courts, with respect to matters arising out of or
relating to this Agreement, other than matters to be settled by mediation or
arbitration in accordance with Section 2.03(i); (ii) agrees that all claims with
respect to such action or proceeding shall be heard and determined in such New
York State or federal courts, to the exclusion of all other courts; (iii) waives
the defense of an inconvenient forum in connection with such action or
proceeding commenced in such New York State or federal courts; and (iv) agrees
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law; provided that, in the event Section 2.03(i) is
inapplicable and if both a New York State and a federal court sitting in New
York in which an action or proceeding has been duly and properly commenced by
any party to this Agreement regarding a matter arising out of or relating to
this Agreement have refused to accept jurisdiction over or otherwise have not
accepted such action or proceeding within, in the case of each such court, 60
days of the commencement or filing thereof, then the words "to the exclusion of
all other courts" in clause (i) and clause (ii) of this sentence shall not apply
with regard to such action or proceeding and the reference to "shall" in clause
(ii) of this paragraph shall be deemed to be "may".

            SECTION 11.05.    Notices.

            Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given when delivered to: (i) in the case of the Depositor, Structured
Asset Securities Corporation II, 745 Seventh Avenue, New York, New York 10019,
Attention: David Nass--LB-UBS Commercial Mortgage Trust 200_-C_, facsimile
number: (646) 758-5376; (ii) in the case of the Master Servicer,
______________________, _____________________, Attention: _______________,
facsimile number: _________; (iii) in the case of the Special Servicer,
______________________, _____________________, Attention: ________________,
facsimile number: _________; (iv) in the case of the Trustee, _________________,


                                      -376-



_____________________, Attention: ____________, facsimile number: _________; (v)
in the case of the Fiscal Agent, ______________________, _____________________,
Attention: ____________, facsimile number: _________; (vi) in the case of the
Underwriters, (A) Lehman Brothers, Inc., 745 Seventh Avenue, New York, New York
10019, Attention: David Nass--LB-UBS Commercial Mortgage Trust 200_-C_,
facsimile number: (646) 758-4203, and (B) UBS Securities LLC, 1285 Avenue of the
Americas, New York, New York 10019, Attention: Robert Pettinato, facsimile
number: (212) 713-2631, with a copy to Robert C. Dinerstein, General Counsel;
(vii) in the case of the Rating Agencies, (A) Fitch, Inc., One State Street
Plaza, New York, New York 10004, Attention: Commercial Mortgage Surveillance,
facsimile number: (212) 635-0466, and (B) Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc., 55 Water Street, 10th Floor, New
York, New York 10004, Attention: CMBS Surveillance Department, facsimile number:
(212) 438-2662; and (viii) in the case of the initial Controlling Class
Representative, ______________________, _____________________, Attention:
____________, facsimile number: _________; or, as to each such Person, such
other address as may hereafter be furnished by such Person to the parties hereto
in writing. Any communication required or permitted to be delivered to a
Certificateholder shall be deemed to have been duly given when mailed first
class, postage prepaid, to the address of such Holder as shown in the
Certificate Register.

            SECTION 11.06.    Severability of Provisions.

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

            SECTION 11.07.    Grant of a Security Interest.

            The Depositor and the Trustee agree that it is their intent that the
conveyance of the Depositor's right, title and interest in and to the Trust
Mortgage Loans pursuant to this Agreement shall constitute a sale and not a
pledge of security for a loan. If such conveyance is deemed to be a pledge of
security for a loan, however, the Depositor and the Trustee agree that it is
their intent that the rights and obligations of the parties to such loan shall
be established pursuant to the terms of this Agreement. The Depositor and the
Trustee also intend and agree that, in such event: (i) in order to secure
performance of the Depositor's obligations hereunder and payment of the
Certificates, the Depositor shall be deemed to have granted, and does hereby
grant, to the Trustee (in such capacity) a first priority security interest in
the Depositor's entire right, title and interest in and to the following
property, whether now owned or existing or hereafter acquired or arising-- (A)
the Trust Mortgage Loans, (B) the UBS/Depositor Mortgage Loan Purchase
Agreement, (C) the respective Co-Lender Agreements, (D) all other assets
included or to be included the Trust Fund, including all principal, interest and
other amounts received or receivable on or with respect to the Trust Mortgage
Loans and due after the Cut-off Date (other than any Principal Prepayments
received on or prior to the Cut-off Date), all amounts (other than those
allocable to the Serviced Non-Trust Mortgage Loans and/or any successor REO
Mortgage Loans with respect thereto) held from time to time in the Custodial
Accounts, the Collection Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Account and, if established, the REO Account(s), the Loss
of Value Reserve Fund and the Defeasance Deposit Account and any and all
reinvestment earnings on such amounts, and all of the Depositor's right, title
and interest in and to the proceeds of any title, hazard or


                                      -377-



other Insurance Policies related to the Trust Mortgage Loans, and (E) all
proceeds and products of the foregoing; and (ii) this Agreement shall constitute
a security agreement under applicable law. The Depositor shall file or cause to
be filed, a UCC Financing Statement or Form UCC-1, which shall include a
Schedule I substantially in the form attached as Exhibit J hereto, in the State
of Delaware promptly following the initial issuance of the Certificates, and the
Trustee shall prepare, execute and file at each such office, with the consent of
the Depositor hereby given, continuation statements with respect thereto, in
each case within six months prior to the fifth anniversary of the immediately
preceding filing. The Depositor shall cooperate in a reasonable manner with the
Trustee and the Master Servicer in preparing and filing such continuation
statements. This Section 11.07 shall constitute notice to the Trustee pursuant
to any of the requirements of the UCC.

            SECTION 11.08.    Streit Act.

            Any provisions required to be contained in this Agreement by Section
126 of Article 4-A of the New York Real Property Law are hereby incorporated
herein, and such provisions shall be in addition to those conferred or imposed
by this Agreement; provided, however, that to the extent that such Section 126
shall not have any effect, and if said Section 126 should at any time be
repealed or cease to apply to this Agreement or be construed by judicial
decision to be inapplicable, said Section 126 shall cease to have any further
effect upon the provisions of this Agreement. In case of a conflict between the
provisions of this Agreement and any mandatory provisions of Article 4-A of the
New York Real Property Law, such mandatory provisions of said Article 4-A shall
prevail, provided that if said Article 4-A shall not apply to this Agreement,
should at any time be repealed, or cease to apply to this Agreement or be
construed by judicial decision to be inapplicable, such mandatory provisions of
such Article 4-A shall cease to have any further effect upon the provisions of
this Agreement.

            SECTION 11.09.    Successors and Assigns; Beneficiaries.

            The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. Each
Underwriter shall be a third-party beneficiary to this Agreement solely with
respect to its right to receive the reports, statements and other information to
which it is entitled hereunder, to preserve such Underwriter's rights under
Sub-Servicing Agreements as contemplated by Section 3.22(d) and, in the case of
Lehman Brothers, to terminate the Trust Fund pursuant to Section 9.01. Each of
the Sub-Servicers that is a party to a Sub-Servicing Agreement in effect on the
Closing Date (or being negotiated as of the Closing Date and in effect within 90
days thereafter) shall be a third-party beneficiary to the obligations of a
successor Master Servicer under Section 3.22, provided that the sole remedy for
any claim by a Sub-Servicer as a third-party beneficiary pursuant to this
Section 11.09 shall be against a successor Master Servicer solely in its
corporate capacity and no Sub-Servicer shall have any rights or claims against
the Trust Fund or any party hereto (other than a successor Master Servicer in
its corporate capacity as set forth in this Section 11.09) as a result of any
rights conferred on such Sub-Servicer as a third-party beneficiary pursuant to
this Section 11.09. The Non-Trust Mortgage Loan Noteholders and any designees
thereof acting on behalf of or exercising the rights of the Non-Trust Mortgage
Loan Noteholders shall be third-party beneficiaries to this Agreement with
respect to their rights as specifically provided for herein. The Outside Master
Servicer and Outside Special Servicer in respect of each Outside Serviced Trust
Mortgage Loan shall be a third-party beneficiary to this Agreement with respect
to its rights as specifically provided for herein and under the related
Co-Lender Agreement. The UBS Mortgage Loan Seller shall be a third-party
beneficiary to this Agreement with


                                      -378-



respect to its rights as specifically provided for in the second paragraph of
Section 2.01(d). LBHI shall be a third-party beneficiary to this Agreement with
respect to its rights as specifically provided for in Section 3.20(k). This
Agreement may not be amended in any manner that would materially and adversely
affect the rights of any such third-party beneficiary without its consent. No
other Person, including any Mortgagor, shall be entitled to any benefit or
equitable right, remedy or claim under this Agreement.

            SECTION 11.10.    Article and Section Headings.

            The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

            SECTION 11.11.    Notices to Rating Agencies.

            (a)     The Trustee shall promptly provide notice to each Rating
Agency with respect to each of the following of which it has actual knowledge:

                    (i)    any material change or amendment to this Agreement;

                    (ii)   the occurrence of any Event of Default or Outside
      Servicer Default that has not been cured;

                    (iii)  the resignation or termination of the Fiscal Agent,
      the Master Servicer or the Special Servicer;

                    (iv)   the repurchase of Trust Mortgage Loans by the
      Depositor or the UBS Mortgage Loan Seller pursuant to or as contemplated
      by Section 2.03;

                    (v)    any change in the location of the Collection Account
      or the Interest Reserve Account;

                    (vi)   the final payment to any Class of Certificateholders;
      and

                    (vii)  any sale or disposition of any Trust Mortgage Loan
      or REO Property.

            (b)     The Master Servicer shall promptly provide notice to each
Rating Agency with respect to each of the following of which it has actual
knowledge:

                    (i)    the resignation or removal of the Trustee;

                    (ii)   any change in the location of any Custodial Account;

                    (iii)  any assumption of, or release of a Mortgagor under,
      a Trust Mortgage Loan that is, or a concentration of Trust Mortgage Loans
      (by the related sponsor) that is, one of the ten largest Trust Mortgage
      Loans as of the date of the assumption (by Stated Principal Balance); and

                    (iv)   any incurrence of additional indebtedness encumbering
      the Mortgaged Property securing a Trust Mortgage Loan that is, or a
      concentration of Trust Mortgage Loans (by


                                      -379-



      the related sponsor) that is, one of the ten largest Trust Mortgage Loans
      as of the date that such debt is incurred (by Stated Principal Balance).

            (c)     The Special Servicer shall furnish each Rating Agency with
respect to a Specially Serviced Mortgage Loan such information as the Rating
Agency shall reasonably request and which the Special Servicer can reasonably
provide in accordance with applicable law, with copies to the Trustee.

            (d)     To the extent applicable, each of the Master Servicer and
the Special Servicer shall promptly furnish to each Rating Agency copies of the
following items:

                    (i)    each of its annual statements as to compliance
      described in Section 3.13;

                    (ii)   each of its annual independent public accountants'
      servicing reports described in Section 3.14; and

                    (iii)  any Officer's Certificate delivered by it to the
      Trustee pursuant to Section 3.11(h) or 4.03(c).

            (e)     The Trustee shall (i) make available to each Rating Agency,
upon reasonable notice, the items described in Section 8.14(b) and (ii) promptly
deliver to each Rating Agency a copy of any notices given pursuant to Section
7.03(a) or Section 7.03(b).

            (f)     The Trustee shall promptly deliver to each Rating Agency a
copy of each of the statements and reports described in Section 4.02(a) that is
prepared by it.

            (g)     The Master Servicer shall give each of Fitch and S&P at
least 15 days' notice prior to any reimbursement to it of Nonrecoverable
Advances from amounts in the Pool Custodial Account allocable to interest on the
Trust Mortgage Loans unless (1) the Master Servicer determines in its sole
discretion that waiting 15 days after such a notice could jeopardize the Master
Servicer's ability to recover Nonrecoverable Advances, (2) changed circumstances
or new or different information becomes known to the Master Servicer that could
affect or cause a determination of whether any Advance is a Nonrecoverable
Advance, whether to defer reimbursement of a Nonrecoverable Advance or the
determination in clause (1) above, or (3) the Master Servicer has not timely
received from the Trustee information requested by the Master Servicer to
consider in determining whether to defer reimbursement of a Nonrecoverable
Advance; provided that, if clause (1), (2) or (3) apply, the Master Servicer
shall give Fitch and S&P notice of an anticipated reimbursement to it of
Nonrecoverable Advances from amounts in the Pool Custodial Account allocable to
interest on the Trust Mortgage Loans as soon as reasonably practicable in such
circumstances. The Master Servicer shall have no liability for any loss,
liability or expense resulting from any notice provided to Fitch or S&P
contemplated by the immediately preceding sentence.

            (h)     Each of the Trustee, the Master Servicer and the Special
Servicer shall provide to each Rating Agency such other information with respect
to the Mortgage Loans and the Certificates, to the extent such party possesses
such information, as such Rating Agency shall reasonably request.


                                      -380-



            SECTION 11.12.    Complete Agreement.

            This Agreement embodies the complete agreement among the
parties and may not be varied or terminated except by a written agreement
conforming to the provisions of Section 11.01. All prior negotiations or
representations of the parties are merged into this Agreement and shall have no
force or effect unless expressly stated herein.


                                      -381-



            IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.


                         STRUCTURED ASSET SECURITIES CORPORATION II
                            Depositor

                         By: _________________________________________________
                         Name:
                         Title:


                         __________________________
                              Master Servicer


                         By: _________________________________________________
                         Name:
                         Title:


                         __________________________
                              Special Servicer


                         By: _________________________________________________
                         Name:
                         Title:


                         __________________________
                              Trustee


                         By: _________________________________________________
                         Name:
                         Title:




                         __________________________
                              Fiscal Agent


                         By: _________________________________________________
                         Name:
                         Title:


                         By: _________________________________________________
                         Name:
                         Title:



STATE OF NEW YORK            )
                             )  SS.:
COUNTY OF NEW YORK           )



            On the ______ day of _____________, 200_, before me, a notary public
in and for said State, personally appeared ____________________________________,
known to me to be a _________________________________ of STRUCTURED ASSET
SECURITIES CORPORATION II, one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such entity, and acknowledged to me that such entity executed the within
instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                             __________________________________________________
                                              Notary Public

[Notarial Seal]




STATE OF _________________   )
                             )  SS.:
COUNTY OF ________________   )



            On the ______ day of _____________, 200_, before me, a notary public
in and for said State, personally appeared ____________________________________,
known to me to be a ___________________________________ of
______________________, 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]




STATE OF _________________   )
                             )  SS.:
COUNTY OF ________________   )



            On the ______ day of _____________, 200_, before me, a notary public
in and for said State, personally appeared ____________________________________,
known to me to be a ___________________________________ of
______________________, 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]




STATE OF _________________   )
                             )  SS.:
COUNTY OF ________________   )



            On the ______ day of _____________, 200_, before me, a notary public
in and for said State, personally appeared ____________________________________,
known to me to be a ___________________________________ of
______________________, 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]




STATE OF _________________   )
                             )  SS.:
COUNTY OF ________________   )



            On the ______ day of _____________, 200_, before me, a notary public
in and for said State, personally appeared ______________________________ and
___________________________, known to me to be a _____________________________
and _______________________, respectively, of ______________________, 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]



                                   SCHEDULE I

                          TRUST MORTGAGE LOAN SCHEDULE



                                   SCHEDULE II

                 REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR



                                  SCHEDULE III

          EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR

The following are the exceptions for the Lehman loans to the Representations and
Warranties for the above-referenced transaction:

--------------------------------------------------------------------------------
REPRESENTATION FROM SECTION 2.04   Property and Exception
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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



                                   SCHEDULE IV

               SCHEDULE OF ENVIRONMENTALLY INSURED MORTGAGE LOANS

--------------------------------------------------------------------------------
MORTGAGE LOAN NUMBER             PROPERTY NAME              MORTGAGE LOAN SELLER
--------------------------------------------------------------------------------

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

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

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



                                   SCHEDULE V

                   SCHEDULE OF INITIAL DEPOSIT MORTGAGE LOANS



--------------------------------------------------------------------------------------
MORTGAGE LOAN                   DATE OF ORIGINATION/                     MORTGAGE LOAN
   NUMBER       PROPERTY NAME       CUT-OFF DATE       INITIAL DEPOSIT       SELLER
--------------------------------------------------------------------------------------


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

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

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

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

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

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

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

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

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




                                   SCHEDULE VI

                      SCHEDULE OF MORTGAGE LOANS SECURED BY
                   A HOSPITALITY PROPERTY OR NURSING FACILITY

--------------------------------------------------------------------------------
MORTGAGE
  LOAN                                       TYPE OF     DATE OF      MORTGAGE
 NUMBER       PROPERTY NAME AND ADDRESS     PROPERTY   ORIGINATION   LOAN SELLER
--------------------------------------------------------------------------------

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

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

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

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

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

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

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



                                  SCHEDULE VII

                  SCHEDULE OF EARLY DEFEASANCE MORTGAGE LOANS



                                  SCHEDULE VIII

                           SCHEDULE OF REFERENCE RATES

INTEREST ACCRUAL PERIODS BY      INTEREST ACCRUAL
      NUMERICAL ORDER          PERIOD BEGINNING IN:     REFERENCE RATE
---------------------------    --------------------   -----------------
            1                   _________________%    _________________%
            2                   _________________     _________________%
            3                   _________________     _________________%
            4                   _________________     _________________%
            5                   _________________     _________________%
            6                   _________________     _________________%
            7                   _________________     _________________%
            8                   _________________     _________________%
            9                   _________________     _________________%
            10                  _________________     _________________%
            11                  _________________     _________________%
            12                  _________________     _________________%
            13                  _________________     _________________%
            14                  _________________     _________________%
            15                  _________________     _________________%
            16                  _________________     _________________%
            17                  _________________     _________________%
            18                  _________________     _________________%
            19                  _________________     _________________%
            20                  _________________     _________________%
            21                  _________________     _________________%
            22                  _________________     _________________%
            23                  _________________     _________________%
            24                  _________________     _________________%
            25                  _________________     _________________%
            26                  _________________     _________________%
            27                  _________________     _________________%
            28                  _________________     _________________%
            29                  _________________     _________________%
            30                  _________________     _________________%
            31                  _________________     _________________%
            32                  _________________     _________________%
            33                  _________________     _________________%
            34                  _________________     _________________%
            35                  _________________     _________________%
            36                  _________________     _________________%
            37                  _________________     _________________%
            38                  _________________     _________________%



INTEREST ACCRUAL PERIODS BY      INTEREST ACCRUAL
      NUMERICAL ORDER          PERIOD BEGINNING IN:     REFERENCE RATE
---------------------------    --------------------   -----------------
            39                  _________________     _________________%
            40                  _________________     _________________%
            41                  _________________     _________________%
            42                  _________________     _________________%
            43                  _________________     _________________%
            44                  _________________     _________________%
            45                  _________________     _________________%
            46                  _________________     _________________%
            47                  _________________     _________________%
            48                  _________________     _________________%
            49                  _________________     _________________%
            50                  _________________     _________________%
            51                  _________________     _________________%
            52                  _________________     _________________%
            53                  _________________     _________________%
            54                  _________________     _________________%
            55                  _________________     _________________%
            56                  _________________     _________________%
            57                  _________________     _________________%
            58                  _________________     _________________%
            59                  _________________     _________________%
            60                  _________________     _________________%
            61                  _________________     _________________%
            62                  _________________     _________________%
            63                  _________________     _________________%
            64                  _________________     _________________%
            65                  _________________     _________________%
            66                  _________________     _________________%
            67                  _________________     _________________%
            68                  _________________     _________________%
            69                  _________________     _________________%
            70                  _________________     _________________%
            71                  _________________     _________________%
            72                  _________________     _________________%
            73                  _________________     _________________%
            74                  _________________     _________________%
            75                  _________________     _________________%
            76                  _________________     _________________%
            77                  _________________     _________________%
            78                  _________________     _________________%
            79                  _________________     _________________%
            80                  _________________     _________________%
            81                  _________________     _________________%



INTEREST ACCRUAL PERIODS BY      INTEREST ACCRUAL
      NUMERICAL ORDER          PERIOD BEGINNING IN:     REFERENCE RATE
---------------------------    --------------------   -----------------
            82                  _________________     _________________%
            83                  _________________     _________________%
            84                  _________________     _________________%



                                   SCHEDULE IX

               SCHEDULE OF CLASS A-AB PLANNED PRINCIPAL BALANCES

                     MONTH AND YEAR      CLASS [A-AB] PLANNED
                  OF DISTRIBUTION DATE    PRINCIPAL BALANCE
                  --------------------   ------------------
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________
                     ______________        $______________



   MONTH AND YEAR     CLASS [A-AB] PLANNED
OF DISTRIBUTION DATE    PRINCIPAL BALANCE
--------------------   ------------------
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________
   ______________        $______________



   MONTH AND YEAR     CLASS [A-AB] PLANNED
OF DISTRIBUTION DATE    PRINCIPAL BALANCE
--------------------   ------------------
   ______________        $______________
   ______________        $______________
   ______________        $______________



                                   SCHEDULE X

           SCHEDULE OF ADDITIONAL MORTGAGE LOAN ORIGINATION DOCUMENTS



                                   SCHEDULE XI

                  SCHEDULE OF ADDITIONAL SECTION 2.03 DOCUMENTS



                                   EXHIBIT A-1

         FORM OF CLASS [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1A] CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 200_-C_
                   CLASS [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1A]
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 200_-C_

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by ____________________________________

                   STRUCTURED ASSET SECURITIES CORPORATION II

Pass-Through Rate: [__% per annum] [Variable]

Date of Pooling and Servicing Agreement: __________, 200_

Cut-off Date: __________, 200_ (or, as to ten Mortgage Loans, the date of
origination)

Closing Date: __________, 200_

First Distribution Date: ___________, 200_

Master Servicer: ___________________

Special Servicer: ___________________

Certificate No. [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1A]-___

Initial Certificate Principal Balance of this Certificate as of the Closing
Date: $____________

Class Principal Balance of all the Class [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1A]
Certificates as of the Closing Date: $____________

Aggregate unpaid principal balance of the Mortgage Pool as of the Cut-off Date,
after deducting payments of principal due on or before such date (the "Initial
Pool Balance"): $__________

Trustee: ___________________

Fiscal Agent: ___________________

CUSIP No.: _____________


                                     A-1-1



[FOR BOOK ENTRY CERTIFICATES:] UNLESS THIS CERTIFICATE IS PRESENTED BY
______________AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, ___________________, ___________________,
___________________, ___________________ OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.


                                     A-1-2



          This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between
Structured Asset Securities Corporation II, as depositor (the "Depositor", which
term includes any successor entity under the Agreement), ___________________ as
master servicer (the "Master Servicer", which term includes any successor entity
under the Agreement), ___________________, as special servicer (the "Special
Servicer", which term includes any successor entity under the Agreement),
___________________, as trustee (the "Trustee", which term includes any
successor entity under the Agreement), and ___________________, as fiscal agent
(the "Fiscal Agent", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound. In the event of any
conflict between any provision of this Certificate and any provision of the
Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs, provided that, in the case of the initial
Distribution Date, the Record Date shall be the Closing Date. All distributions
made under the Agreement in respect of this Certificate will be made by the
Trustee by wire transfer in immediately available funds to the account of the
Person entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with written
wiring instructions generally no less than five (5) Business Days prior to (or,
in the case of the first such distribution, no later than) the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar appointed as provided in the
Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that


                                     A-1-3



surrenders this Certificate as such address last appeared in the Certificate
Register or to any such other address of which the Trustee is subsequently
notified in writing.

          Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

          The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

          So long as the Trust Mortgage Loan secured by the Mortgaged Property
identified on the Trust Mortgage Loan Schedule as ___________________ is part of
the Trust Fund: neither ___________________ ("___________________") nor any
Affiliate or separate account of ___________________ may acquire this
Certificate or any interest herein; any acquisition of this Certificate or any
interest herein by ___________________ or any Affiliate or separate account of
___________________ shall be void ab initio; and each Person acquiring this
Certificate or any interest herein shall be deemed to have represented and
warranted that it is not ___________________ or any Affiliate or separate
account of ___________________.

          No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

          [FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.]


                                     A-1-4



          The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.

          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, 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), the Special Servicer, the Master Servicer, the Depositor or Lehman
Brothers Inc., in that order of priority (with the Controlling Class
Certificateholders having the most senior priority) 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 1.0% of the initial aggregate
Certificate Principal Balance of all of the Principal Balance Certificates.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.


                                     A-1-5



          Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                     A-1-6



          IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.


                                                                               ,
                                             ----------------------------------
                                             as Certificate Registrar


                                             By:
                                                 -------------------------------
                                                 Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1A]
Certificates referred to in the within-mentioned Agreement.

Dated: ____________


                                                                               ,
                                             ----------------------------------
                                             as Authenticating Agent


                                             By:
                                                 -------------------------------
                                                 Authorized Officer


                                     A-1-7



                                   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-1-8



                                   EXHIBIT A-2

                         FORM OF CLASS X-CP CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 200_-C_
            CLASS X-CP COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 200_-C_

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by ___________________________________

                   STRUCTURED ASSET SECURITIES CORPORATION II

Pass-Through Rate: Variable

Date of Pooling and Servicing Agreement: __________, 200_

Cut-off Date: __________, 200_ (or, as to ten Mortgage Loans, the date of
origination)

Closing Date: __________, 200_

First Distribution Date: __________, 200_

Master Servicer: ___________________

Special Servicer: __________________

Certificate No.  X-CP-___

Initial Certificate Notional Amount of this Certificate as of the Closing Date:
$______________

Class Notional Amount of all the Class X-CP Certificates as of the Closing Date:
$______________

Aggregate unpaid principal balance of the Mortgage Pool as of the Cut-off Date,
after deducting payments of principal due on or before such date (the "Initial
Pool Balance"): $______________

Trustee: ___________________

Fiscal Agent: ___________________

CUSIP No.: _____________


                                     A-2-1



[FOR BOOK ENTRY CERTIFICATES:] UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, ___________________, ___________________,
___________________, ___________________ OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL
BALANCE AND DOES NOT ENTITLE THE HOLDER


                                     A-2-2



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.

          This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional principal amount of this Certificate (its "Certificate Notional
Amount") as of the Closing Date by the aggregate notional principal amount of
all the Certificates of the same Class as this Certificate (their "Class
Notional Amount") as of the Closing Date) in that certain beneficial ownership
interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), between Structured Asset Securities Corporation II, as depositor
(the "Depositor", which term includes any successor entity under the Agreement),
___________________ as master servicer (the "Master Servicer", which term
includes any successor entity under the Agreement), ___________________, as
special servicer (the "Special Servicer", which term includes any successor
entity under the Agreement), ___________________, as trustee (the "Trustee",
which term includes any successor entity under the Agreement), and
___________________, as fiscal agent (the "Fiscal Agent", which term includes
any successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs, provided that, in the case of the initial
Distribution Date, the Record Date shall be the Closing Date. All distributions
made under the Agreement in respect of this Certificate will be made by the
Trustee by wire transfer in immediately available funds to the account of the
Person entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with written
wiring instructions generally no less than five (5) Business Days prior to (or,
in the case of the first such distribution, no later than) the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice.


                                     A-2-3



          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

          The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

          So long as the Trust Mortgage Loan secured by the Mortgaged Property
identified on the Trust Mortgage Loan Schedule as ___________________ is part of
the Trust Fund: neither ___________________ ("___________________") nor any
Affiliate or separate account of ___________________ may acquire this
Certificate or any interest herein; any acquisition of this Certificate or any
interest herein by ___________________ or any Affiliate or separate account of
___________________ shall be void ab initio; and each Person acquiring this
Certificate or any interest herein shall be deemed to have represented and
warranted that it is not ___________________ or any Affiliate or separate
account of ___________________.

          No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

          [FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.]


                                     A-2-4



          The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.

          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, 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), the Special Servicer, the Master Servicer, the Depositor or Lehman
Brothers Inc., in that order of priority (with the Controlling Class
Certificateholders having the most senior priority) 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 1.0% of the initial aggregate
Certificate Principal Balance of all of the Principal Balance Certificates.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.


                                     A-2-5



          Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                     A-2-6



          IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.


                                             ----------------------------------,
                                             as Certificate Registrar


                                             By:
                                                 -------------------------------
                                                 Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class X-CP Certificates referred to in the
within-mentioned Agreement.

Dated: ____________



                                             ----------------------------------,
                                             as Authenticating Agent


                                             By:
                                                 -------------------------------
                                                 Authorized Officer


                                     A-2-7



                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

          I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Dated: ____________


                                           -------------------------------------
                                           Signature by or on behalf of Assignor


                                           -------------------------------------
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
____________________ for the account of _______________________________________.

          Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_________________________________.

          This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.


                                     A-2-8



                                   EXHIBIT A-3

                         FORM OF CLASS X-CL CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 200_-C_
            CLASS X-CL COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 200_-C_

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by ____________________________________

                   STRUCTURED ASSET SECURITIES CORPORATION II

Pass-Through Rate: Variable

Date of Pooling and Servicing Agreement: __________, 200_

Cut-off Date: __________, 200_ (or, as to ten Mortgage Loans, the date of
origination)

Closing Date: __________, 200_

First Distribution Date: ___________, 200_

Master Servicer: ___________________

Special Servicer: ___________________

Certificate No. X-CL-___

Initial Certificate Notional Amount of this Certificate as of the Closing Date:
$______________

Class Notional Amount of all the Class X-CL Certificates as of the Closing Date:
$______________

Aggregate unpaid principal balance of the Mortgage Pool as of the Cut-off Date,
after deducting payments of principal due on or before such date (the "Initial
Pool Balance"): $__________

Trustee: ___________________

Fiscal Agent: ___________________

CUSIP No.: _____________


                                      A-3-1



[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, ___________________, ___________________,
___________________, ___________________ 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.


                                      A-3-2



SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE A 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.

          This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional principal amount of this Certificate (its "Certificate Notional
Amount") as of the Closing Date by the aggregate notional principal amount of
all the Certificates of the same Class as this Certificate (their "Class
Notional Amount") as of the Closing Date) in that certain beneficial ownership
interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), between Structured Asset Securities Corporation II, as depositor
(the "Depositor", which term includes any successor entity under the Agreement),
___________________, as master servicer (the "Master Servicer", which term
includes any successor entity under the Agreement), ___________________, as
special servicer (the "Special Servicer", which term includes any successor
entity under the Agreement), ___________________, as trustee (the "Trustee",
which term includes any successor entity under the Agreement), and
___________________, as fiscal agent (the "Fiscal Agent", which term includes
any successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. In the event of any conflict between any provision of this
Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs, provided that, in the case of the initial
Distribution Date, the Record Date shall be the Closing Date. All distributions
made under the Agreement in respect of this Certificate will be made by the
Trustee by wire transfer in immediately available funds to the account of the
Person entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with written


                                      A-3-3



wiring instructions generally no less than five (5) Business Days prior to (or,
in the case of the first such distribution, no later than) the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

          The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

          No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

          If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a
Transfer of this Certificate by the Depositor, Lehman Brothers Inc. or any of
their respective Affiliates or, if this Certificate is a Global Certificate, a
Transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified


                                      A-3-4



Institutional Buyer and such Transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such Transfer from the Certificateholder desiring to effect such
Transfer and/or such Certificateholder's prospective Transferee on which such
Opinion of Counsel is based. If any Transferee of this Certificate does not, in
connection with the subject Transfer, deliver to the Certificate Registrar one
of the certifications described in clause (i) of the preceding sentence or the
Opinion of Counsel described in clause (ii) of the preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in either Exhibit F-2A or Exhibit F-2B attached to the
Agreement are, with respect to the subject Transfer, true and correct.

          No beneficial interest in a Rule 144A Global Certificate for any Class
of Book-Entry Non-Registered Certificates may be held by any Person that is not
a Qualified Institutional Buyer. If this Certificate constitutes a Rule 144A
Global Certificate and a Transfer of any interest herein is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a Transfer of any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates), then the
Certificate Owner desiring to effect such Transfer shall be required to obtain
either (i) a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2C to the Agreement, or (ii) an
Opinion of Counsel to the effect that such Transferee is a Qualified
Institutional Buyer and such Transfer may be made without registration under the
Securities Act. If this Certificate constitutes a Rule 144A Global Certificate
and any Transferee of an interest herein does not, in connection with the
subject Transfer, deliver to the Transferor the Opinion of Counsel or the
certification described in the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that all the certifications set forth
in Exhibit F-2C attached to the Agreement are, with respect to the subject
Transfer, true and correct.

          Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred to any Non-United States Securities Person who takes delivery in the
form of a beneficial interest in the Regulation S Global Certificate for such
Class of Certificates, provided that the Certificate Owner desiring to effect
such Transfer (i) complies with the requirements for Transfers of interests in
such Regulation S Global Certificate set forth in the following paragraph and
(ii) delivers or causes to be delivered to the Certificate Registrar and the
Trustee (A) a certificate from such Certificate Owner confirming its ownership
of the beneficial interests in the subject Class of Book-Entry Non-Registered
Certificates to be transferred, (B) a copy of the certificate to be obtained by
such Certificate Owner from its prospective Transferee in accordance with the
second sentence of the following paragraph and (C) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee, as transfer agent for the
Depository, to approve the debit of the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, and approve the
credit of the account of a Depository Participant by a denomination of interests
in such Regulation S Global Certificate, that is equal to the denomination of
beneficial interests in the subject Class of Book-Entry Non-Registered
Certificates to be transferred. Upon delivery to the Certificate Registrar and
the Trustee of such certifications and such orders and instructions, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the Rule 144A Global Certificate in
respect of the subject Class of Book-Entry Non-Registered Certificates, and
increase the denomination of the Regulation S Global Certificate for such Class
of


                                      A-3-5



Certificates, by the denomination of the beneficial interest in such Class of
Certificates specified in such orders and instructions.

          No beneficial interest in the Regulation S Global Certificate for any
Class of Book-Entry Non-Registered Certificates may be held by a United States
Securities Person. Any Certificate Owner desiring to effect any Transfer of an
interest in the Regulation S Global Certificate for any Class of Book-Entry
Non-Registered Certificates shall be required to obtain from such Certificate
Owner's prospective Transferee a certificate substantially in the form set forth
in Exhibit F-2D to the Agreement to the effect that such Transferee is not a
United States Securities Person. If any Transferee of an interest in the
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates does not, in connection with the subject Transfer, deliver to the
Transferor the certification described in the preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit F-2D to the Agreement are, with respect to
the subject Transfer, true and correct.

          Notwithstanding the preceding paragraph, any interest in the
Regulation S Global Certificate for a Class of Book-Entry Non-Registered
Certificates may be transferred to any Qualified Institutional Buyer that takes
delivery in the form of a beneficial interest in the Rule 144A Global
Certificate for such Class of Certificates, provided that the Certificate Owner
desiring to effect such transfer (i) complies with the requirements for
Transfers of interests in such Rule 144A Global Certificate set forth in the
third paragraph above this paragraph and (ii) delivers or causes to be delivered
to the Certificate Registrar and the Trustee (A) a certificate from such
Certificate Owner confirming its ownership of the beneficial interests in the
subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a
copy of the certificate or Opinion of Counsel to be obtained by such Certificate
Owner from its prospective Transferee in accordance with the second sentence of
the third paragraph above this paragraph and (C) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Regulation S
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, that is equal to
the denomination of beneficial interests in the subject Class of Book-Entry
Non-Registered Certificates to be transferred. Upon delivery to the Certificate
Registrar and the Trustee of such certifications and/or Opinion of Counsel and
such orders and instructions, the Trustee, subject to and in accordance with the
applicable procedures of the Depository, shall reduce the denomination of the
Regulation S Global Certificate in respect of the subject Class of Book-Entry
Non-Registered Certificates, and increase the denomination of the Rule 144A
Global Certificate for such Class of Certificates, by the denomination of the
beneficial interest in such Class of Certificates specified in such orders and
instructions.

          Also notwithstanding the foregoing, any interest in a Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Trustee of (i) such certifications and/or opinions as are contemplated by the
fifth paragraph above this paragraph and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository
to direct the Trustee to debit the account of a Depository Participant by the
denomination of the transferred interests in such Global Certificate. Upon
delivery to the Certificate Registrar and the Trustee of the certifications
and/or opinions


                                      A-3-6



contemplated by the fifth paragraph above this paragraph, the Trustee, subject
to and in accordance with the applicable procedures of the Depository, shall
reduce the denomination of the subject Global Certificate by the denomination of
the transferred interests in such Global Certificate, and shall cause a
Definitive Certificate of the same Class as such Global Certificate, and in a
denomination equal to the reduction in the denomination of such Global
Certificate, to be executed, authenticated and delivered in accordance with the
Agreement to the applicable Transferee.

          None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Lehman Brothers Inc., UBS Securities LLC, the
Trustee, the Fiscal Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar and their respective Affiliates against any liability that
may result if such Transfer is not exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

          No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate or any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates or, if
this Certificate constitutes a Global Certificate, any Transfer of this
Certificate to a successor Depository or to the applicable Certificate Owner in
accordance with Section 5.03 of the Agreement, the Certificate Registrar shall
refuse to register the Transfer of this Certificate unless it has received from
the prospective Transferee, and, if this Certificate constitutes a Global
Certificate, any Certificate Owner transferring an interest herein shall be
required to obtain from its prospective Transferee one of the following: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
this Certificate or such interest herein by such prospective Transferee is
exempt from the prohibited transaction provisions of Sections 406(a) and (b) and
407 of ERISA and the excise taxes imposed on such prohibited transactions by
Sections 4975(a) and (b) of the Code, by reason of Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) if this Certificate is
rated in one of the four highest generic rating categories by either Rating
Agency, and this Certificate or an interest herein is being acquired by or on
behalf of a Plan in reliance on any of Prohibited Transaction Exemption 91-14, a
certification to the effect that such Plan (X) is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
any Sub-Servicer, any Person responsible for servicing any Outside Serviced
Trust Mortgage Loan or administering an Outside Administered REO Property, any


                                      A-3-7



Exemption-Favored Party or any Mortgagor with respect to Mortgage Loans
constituting more than 5% of the aggregate unamortized principal balance of all
the Mortgage Loans determined as of the Closing Date, or by any Affiliate of
such Person, and (Z) agrees that it will obtain from each of its Transferees
that are Plans a written representation that such Transferee, if a Plan,
satisfies the requirements of the immediately preceding clauses (X) and (Y),
together with a written agreement that such Transferee will obtain from each of
its Transferees that are Plans a similar written representation regarding
satisfaction of the requirements of the immediately preceding clauses (X) and
(Y); or (iv) a certification of facts and an Opinion of Counsel which otherwise
establish to the reasonable satisfaction of the Trustee or such Certificate
Owner, as the case may be, that such Transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code. If any Transferee of
this Certificate or any interest herein does not, in connection with the subject
Transfer, deliver to the Certificate Registrar (if this Certificate constitutes
a Definitive Certificate) or the Transferor (if this Certificate constitutes a
Global Certificate) a certification and/or Opinion of Counsel as required by the
preceding sentence, then such Transferee shall be deemed to have represented and
warranted that either: (i) such Transferee is not a Plan and is not directly or
indirectly purchasing this Certificate or any interest herein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of this Certificate or such interest herein by such
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code. In addition, so long as
the Trust Mortgage Loan secured by the Mortgaged Property identified on the
Trust Mortgage Loan Schedule as ___________________ is part of the Trust Fund:
neither ___________________ ("___________________") nor any Affiliate or
separate account of ___________________ may acquire this Certificate or any
interest herein; any acquisition of this Certificate or any interest herein by
___________________ or any Affiliate or separate account of ___________________
shall be void ab initio; and each Person acquiring this Certificate or any
interest herein shall be deemed to have represented and warranted that it is not
___________________ or any Affiliate or separate account of ___________________.

          No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

          [FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.]

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind


                                      A-3-8



(including opinions or other tax analyses) that are provided to the taxpayer
relating to such tax treatment and tax structure.

          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, 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), the Special Servicer, the Master Servicer, the Depositor or Lehman
Brothers Inc., in that order of priority (with the Controlling Class
Certificateholders having the most senior priority) 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 1.0% of the initial aggregate
Certificate Principal Balance of all of the Principal Balance Certificates.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

          Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.


                                      A-3-9



          This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                     A-3-10



          IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.


                                             ----------------------------------,
                                             as Certificate Registrar


                                             By:
                                                 -------------------------------
                                                 Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class X-CL Certificates referred to in the
within-mentioned Agreement.

Dated: __________


                                             ----------------------------------,
                                             as Authenticating Agent


                                             By:
                                                 -------------------------------
                                                 Authorized Officer


                                     A-3-11



                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
    (please print or typewrite name and address including postal zip code of
                                    assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

          I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Dated: ___________


                                           -------------------------------------
                                           Signature by or on behalf of Assignor


                                           -------------------------------------
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, _____________________________________
to for the account of _________________________________________________________.

          Distributions made by check (such check to be made payable to ________
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

          This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.


                                     A-3-12



                                   EXHIBIT A-4

            FORM OF CLASS [A-M] [A-J] [B] [C] [D] [E] [F] CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 200_-C_
                      CLASS [A-M] [A-J] [B] [C] [D] [E] [F]
          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 200_-C_

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by ___________________________________

                   STRUCTURED ASSET SECURITIES CORPORATION II

Pass-Through Rate: Variable

Date of Pooling and Servicing Agreement: __________, 200_

Cut-off Date: __________, 200_ (or, as to ten Mortgage Loans, the date of
origination)

Closing Date: __________, 200_

First Distribution Date: ___________, 200_

Master Servicer: ___________________

Special Servicer: ___________________

Certificate No. [A-M] [A-J] [B] [C] [D] [E] [F]-___

Initial Certificate Principal Balance of this Certificate as of the Closing
Date: $______________

Class Principal Balance of all the Class [A-M] [A-J] [B] [C] [D] [E] [F]
Certificates as of the Closing Date: $______________

Aggregate unpaid principal balance of the Mortgage Pool as of the Cut-off Date,
after deducting payments of principal due on or before such date (the "Initial
Pool Balance"): $__________

Trustee: ___________________

Fiscal Agent: ___________________

CUSIP No.: _____________


                                     A-4-1



[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, ___________________, ___________________,
___________________, ___________________ 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


                                     A-4-2



"REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

          This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between
Structured Asset Securities Corporation II, as depositor (the "Depositor", which
term includes any successor entity under the Agreement), ___________________, as
master servicer (the "Master Servicer", which term includes any successor entity
under the Agreement), ___________________, as special servicer (the "Special
Servicer", which term includes any successor entity under the Agreement),
___________________, as trustee (the "Trustee", which term includes any
successor entity under the Agreement), and ___________________, as fiscal agent
(the "Fiscal Agent", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound. In the event of any
conflict between any provision of this Certificate and any provision of the
Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs, provided that, in the case of the initial
Distribution Date, the Record Date shall be the Closing Date. All distributions
made under the Agreement in respect of this Certificate will be made by the
Trustee by wire transfer in immediately available funds to the account of the
Person entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with written
wiring instructions generally no less than five (5) Business Days prior to (or,
in the case of the first such distribution, no later than) the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate (determined without regard to any possible future reimbursement of
any Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate) will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar


                                      A-4-3



appointed as provided in the Agreement or such other location as may be
specified in such notice. Also notwithstanding the foregoing, any distribution
that may be made with respect to this Certificate in reimbursement of any
Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

          Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

          The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

          So long as the Trust Mortgage Loan secured by the Mortgaged Property
identified on the Trust Mortgage Loan Schedule as ___________________ is part of
the Trust Fund: neither ___________________ ("___________________") nor any
Affiliate or separate account of ___________________ may acquire this
Certificate or any interest herein; any acquisition of this Certificate or any
interest herein by ___________________ or any Affiliate or separate account of
___________________ shall be void ab initio; and each Person acquiring this
Certificate or any interest herein shall be deemed to have represented and
warranted that it is not ___________________ or any Affiliate or separate
account of ___________________.

          No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.


                                     A-4-4



          [FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.]

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.

          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, 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), the Special Servicer, the Master Servicer, the Depositor or Lehman
Brothers Inc., in that order of priority (with the Controlling Class
Certificateholders having the most senior priority) 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 1.0% of the initial aggregate
Certificate Principal Balance of all of the Principal Balance Certificates.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any


                                     A-4-5



Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

          Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                     A-4-6



          IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.


                                                                               ,
                                           ------------------------------------
                                           as Certificate Registrar


                                           By:
                                               ---------------------------------
                                               Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class [A-M] [A-J] [B] [C] [D] [E] [F] Certificates
referred to in the within-mentioned Agreement.

Dated: __________



                                                                               ,
                                           ------------------------------------
                                           as Authenticating Agent


                                           By:
                                               ---------------------------------
                                               Authorized Officer


                                     A-4-7



                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

          I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Dated: ____________


                                           -------------------------------------
                                           Signature by or on behalf of Assignor


                                           -------------------------------------
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
_____________________ for the account of ______________________________________.

          Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
________________________________________________.

          This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.


                                     A-4-8



                                   EXHIBIT A-5

      FORM OF CLASS [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T] CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 200_-C_
   CLASS [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T] COMMERCIAL MORTGAGE PASS-
                              THROUGH CERTIFICATE,
                                 SERIES 200_-C_

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by ____________________________________

                   STRUCTURED ASSET SECURITIES CORPORATION II

Pass-Through Rate: [ __% per annum] [Variable]

Date of Pooling and Servicing Agreement: __________, 200_

Cut-off Date: __________, 200_ (or, as to ten Mortgage Loans, the date of
origination)

Closing Date: __________, 200_

First Distribution Date: ___________, 200_

Master Servicer: ___________________

Special Servicer: ___________________

Certificate No. [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T]-___

Initial Certificate Principal Balance of this Certificate as of the Closing
Date: $____________

Class Principal Balance of all the Class [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S]
[T] Certificates as of the Closing Date: $____________

Aggregate unpaid principal balance of the Mortgage Pool as of the Cut-off Date,
after deducting payments of principal due on or before such date (the "Initial
Pool Balance"): $__________

Trustee: ___________________

Fiscal Agent: ___________________

CUSIP No.: _____________


                                     A-5-1



[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, ___________________, ___________________,
___________________, ___________________ 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.


                                     A-5-2



THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

          This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between
Structured Asset Securities Corporation II, as depositor (the "Depositor", which
term includes any successor entity under the Agreement), ___________________, as
master servicer (the "Master Servicer", which term includes any successor entity
under the Agreement), ___________________, as special servicer (the "Special
Servicer", which term includes any successor entity under the Agreement),
___________________, as trustee (the "Trustee", which term includes any
successor entity under the Agreement), and ___________________, as fiscal agent
(the "Fiscal Agent", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound. In the event of any
conflict between any provision of this Certificate and any provision of the
Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs, provided that, in the case of the initial
Distribution Date, the Record Date shall be the Closing Date. All distributions
made under the Agreement in respect of this Certificate will be made by the
Trustee by wire transfer in immediately available funds to the account of the
Person entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with written
wiring instructions generally no less than five (5) Business Days prior to (or,
in the case of the first such


                                     A-5-3



distribution, no later than) the Record Date for such distribution (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions as well), or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution in respect of this Certificate (determined without
regard to any possible future reimbursement of any Realized Loss or Additional
Trust Fund Expense previously allocated to this Certificate) will be made after
due notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the offices of the Certificate
Registrar appointed as provided in the Agreement or such other location as may
be specified in such notice. Also notwithstanding the foregoing, any
distribution that may be made with respect to this Certificate in reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

          Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

          The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

          No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.


                                     A-5-4



          If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a
Transfer of this Certificate by the Depositor, Lehman Brothers Inc. or any of
their respective Affiliates or, if this Certificate is a Global Certificate, a
Transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such Transfer from the Certificateholder desiring to effect such Transfer and/or
such Certificateholder's prospective Transferee on which such Opinion of Counsel
is based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

          No beneficial interest in a Rule 144A Global Certificate for any Class
of Book-Entry Non-Registered Certificates may be held by any Person that is not
a Qualified Institutional Buyer. If this Certificate constitutes a Rule 144A
Global Certificate and a Transfer of any interest herein is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a Transfer of any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates), then the
Certificate Owner desiring to effect such Transfer shall be required to obtain
either (i) a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2C to the Agreement, or (ii) an
Opinion of Counsel to the effect that such Transferee is a Qualified
Institutional Buyer and such Transfer may be made without registration under the
Securities Act. If this Certificate constitutes a Rule 144A Global Certificate
and any Transferee of an interest herein does not, in connection with the
subject Transfer, deliver to the Transferor the Opinion of Counsel or the
certification described in the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that all the certifications set forth
in Exhibit F-2C attached to the Agreement are, with respect to the subject
Transfer, true and correct. Furthermore, if this Certificate constitutes a Rule
144A Global Certificate for the Class T Certificates and a Transfer of any
interest herein is to be made without registration under the Securities Act, any
Certificate Owner desiring to effect a transfer of this Certificate or any
interest herein may not sell or otherwise transfer this Certificate or any
interest herein unless it has provided the Depositor with prior written notice
of such transfer (together with a copy of the certificate (executed by the
proposed transferee) or Opinion of Counsel referred to above in this paragraph);
such notice to be delivered to Structured Asset Securities Corporation II, 745
Seventh Avenue, New York, New York 10019, Attention: Scott Lechner--LB-UBS
Commercial Mortgage Trust 200_-C_, facsimile number: (646) 758-4203.


                                     A-5-5



          Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred to any Non-United States Securities Person who takes delivery in the
form of a beneficial interest in the Regulation S Global Certificate for such
Class of Certificates, provided that the Certificate Owner desiring to effect
such Transfer (i) complies with the requirements for Transfers of interests in
such Regulation S Global Certificate set forth in the following paragraph and
(ii) delivers or causes to be delivered to the Certificate Registrar and the
Trustee (A) a certificate from such Certificate Owner confirming its ownership
of the beneficial interests in the subject Class of Book-Entry Non-Registered
Certificates to be transferred, (B) a copy of the certificate to be obtained by
such Certificate Owner from its prospective Transferee in accordance with the
second sentence of the following paragraph and (C) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee, as transfer agent for the
Depository, to approve the debit of the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, and approve the
credit of the account of a Depository Participant by a denomination of interests
in such Regulation S Global Certificate, that is equal to the denomination of
beneficial interests in the subject Class of Book-Entry Non-Registered
Certificates to be transferred. Upon delivery to the Certificate Registrar and
the Trustee of such certifications and such orders and instructions, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the Rule 144A Global Certificate in
respect of the subject Class of Book-Entry Non-Registered Certificates, and
increase the denomination of the Regulation S Global Certificate for such Class
of Certificates, by the denomination of the beneficial interest in such Class of
Certificates specified in such orders and instructions.

          No beneficial interest in the Regulation S Global Certificate for any
Class of Book-Entry Non-Registered Certificates may be held by a United States
Securities Person. Any Certificate Owner desiring to effect any Transfer of an
interest in the Regulation S Global Certificate for any Class of Book-Entry
Non-Registered Certificates shall be required to obtain from such Certificate
Owner's prospective Transferee a certificate substantially in the form set forth
in Exhibit F-2D to the Agreement to the effect that such Transferee is not a
United States Securities Person. If any Transferee of an interest in the
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates does not, in connection with the subject Transfer, deliver to the
Transferor the certification described in the preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit F-2D to the Agreement are, with respect to
the subject Transfer, true and correct.

          Notwithstanding the preceding paragraph, any interest in the
Regulation S Global Certificate for a Class of Book-Entry Non-Registered
Certificates may be transferred to any Qualified Institutional Buyer that takes
delivery in the form of a beneficial interest in the Rule 144A Global
Certificate for such Class of Certificates, provided that the Certificate Owner
desiring to effect such transfer (i) complies with the requirements for
Transfers of interests in such Rule 144A Global Certificate set forth in the
third paragraph above this paragraph and (ii) delivers or causes to be delivered
to the Certificate Registrar and the Trustee (A) a certificate from such
Certificate Owner confirming its ownership of the beneficial interests in the
subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a
copy of the certificate or Opinion of Counsel to be obtained by such Certificate
Owner from its prospective Transferee in accordance with the second sentence of
the third paragraph above this paragraph and (C) 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


                                     A-5-6



Depository Participant by a denomination of interests in such Regulation S
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, that is equal to
the denomination of beneficial interests in the subject Class of Book-Entry
Non-Registered Certificates to be transferred. Upon delivery to the Certificate
Registrar and the Trustee of such certifications and/or Opinion of Counsel and
such orders and instructions, the Trustee, subject to and in accordance with the
applicable procedures of the Depository, shall reduce the denomination of the
Regulation S Global Certificate in respect of the subject Class of Book-Entry
Non-Registered Certificates, and increase the denomination of the Rule 144A
Global Certificate for such Class of Certificates, by the denomination of the
beneficial interest in such Class of Certificates specified in such orders and
instructions.

          Also notwithstanding the foregoing, any interest in a Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Trustee of (i) such certifications and/or opinions as are contemplated by the
fifth paragraph above this paragraph and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository
to direct the Trustee to debit the account of a Depository Participant by the
denomination of the transferred interests in such Global Certificate. Upon
delivery to the Certificate Registrar and the Trustee of the certifications
and/or opinions contemplated by the fifth paragraph above this paragraph, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the subject Global Certificate by
the denomination of the transferred interests in such Global Certificate, and
shall cause a Definitive Certificate of the same Class as such Global
Certificate, and in a denomination equal to the reduction in the denomination of
such Global Certificate, to be executed, authenticated and delivered in
accordance with the Agreement to the applicable Transferee.

          None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Lehman Brothers Inc., UBS Securities LLC, the
Trustee, the Fiscal Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar and their respective Affiliates against any liability that
may result if such Transfer is not exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

          No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial


                                     A-5-7



issuance of the Certificates or any Transfer of this Certificate or any interest
herein by the Depositor, Lehman Brothers Inc. or any of their respective
Affiliates or, if this Certificate constitutes a Global Certificate, any
Transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement, the
Certificate Registrar shall refuse to register the Transfer of this Certificate
unless it has received from the prospective Transferee, and, if this Certificate
constitutes a Global Certificate, any Certificate Owner transferring an interest
herein shall be required to obtain from its prospective Transferee, one of the
following: (i) a certification to the effect that such prospective Transferee is
not a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) a certification to the effect that the purchase and
holding of this Certificate or such interest herein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I
and III of Prohibited Transaction Class Exemption 95-60; or (iii) if this
Certificate is rated in one of the four highest generic rating categories by
either Rating Agency, and this Certificate or an interest herein is being
acquired by or on behalf of a Plan in reliance on any of Prohibited Transaction
Exemption 91-14, a certification to the effect that such Plan (X) is an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of
ERISA) by the Trustee, the Depositor, any Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer, any Person responsible for
servicing an Outside Serviced Trust Mortgage Loan or administering an Outside
Administered REO Property, any Exemption-Favored Party or any Mortgagor with
respect to Mortgage Loans constituting more than 5% of the aggregate unamortized
principal balance of all the Mortgage Loans determined as of the Closing Date,
or by any Affiliate of such Person, and (Z) agrees that it will obtain from each
of its Transferees that are Plans a written representation that such Transferee,
if a Plan, satisfies the requirements of the immediately preceding clauses (X)
and (Y), together with a written agreement that such Transferee will obtain from
each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(X) and (Y); or (iv) a certification of facts and an Opinion of Counsel which
otherwise establish to the reasonable satisfaction of the Trustee or such
Certificate Owner, as the case may be, that such Transfer will not result in a
violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code. If any
Transferee of this Certificate or any interest herein does not, in connection
with the subject Transfer, deliver to the Certificate Registrar (if this
Certificate constitutes a Definitive Certificate) or the Transferor (if this
Certificate constitutes a Global Certificate) a certification and/or Opinion of
Counsel as required by the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code.
In addition, so long as the Trust Mortgage Loan secured by the Mortgaged
Property identified on the Trust Mortgage Loan Schedule as ___________________
is part of the Trust Fund: neither ___________________ ("___________________")
nor any Affiliate or separate account of ___________________ may acquire this
Certificate or any interest herein; any acquisition of this Certificate or any
interest herein by ___________________ or any Affiliate or separate account of
___________________ shall be void ab initio; and each Person acquiring this
Certificate or any interest herein shall be deemed to have represented and
warranted that it is not ___________________ or any Affiliate or separate
account of ___________________.


                                     A-5-8



          No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

          [FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.]

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.

          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, 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), the Special Servicer, the Master Servicer, the Depositor or Lehman
Brothers Inc., in that order of priority (with the Controlling Class
Certificateholders having the most senior priority) 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 1.0% of the initial aggregate
Certificate Principal Balance of all of the Principal Balance Certificates.


                                     A-5-9



          The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

          Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                     A-5-10



          IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.


                                             ----------------------------------,
                                             as Certificate Registrar


                                             By:
                                                 -------------------------------
                                                 Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T]
Certificates referred to in the within-mentioned Agreement.

Dated: __________


                                             ----------------------------------,
                                             as Authenticating Agent


                                             By:
                                                 -------------------------------
                                                 Authorized Officer


                                     A-5-11



                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

          I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Dated: ___________


                                           -------------------------------------
                                           Signature by or on behalf of Assignor


                                           -------------------------------------
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
____________________________________________ for the account of ________________
_________________________________________________________.

          Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.
____________________________________.

          This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.


                                     A-5-12



                                   EXHIBIT A-6

              FORM OF CLASS [R-I] [R-II] [R-III] [R-LR] CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 200_-C_
 CLASS [R-I] [R-II] [R-III] [R-LR] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 200_-C_

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by ____________________________________

                   STRUCTURED ASSET SECURITIES CORPORATION II

Date of Pooling and Servicing Agreement: __________, 200_

Cut-off Date: __________, 200_ (or, as to ten Mortgage Loans, the date of
origination)

Closing Date: __________, 200_

First Distribution Date: ___________, 200_

Master Servicer: ___________________

Special Servicer: ___________________

Certificate No. [R-I] [R-II] [R-III] [R-LR]-___

Percentage Interest evidenced by this Certificate in the related Class: ___%

Aggregate unpaid principal balance of the Mortgage Pool as of the Cut-off Date,
after deducting payments of principal due on or before such date (the "Initial
Pool Balance"): $__________

Trustee: ___________________

Fiscal Agent: ___________________


                                      A-6-1



THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, ___________________, ___________________,
___________________, ___________________ OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, THE TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL
TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE
REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A


                                      A-6-2



CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE.

          This certifies that _______________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (as specified
above) in that certain beneficial ownership interest in the Trust evidenced by
all the Certificates of the same Class as this Certificate. The Trust was
created and the Certificates were issued pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), between Structured Asset
Securities Corporation II, as depositor (the "Depositor", which term includes
any successor entity under the Agreement), ___________________, as master
servicer (the "Master Servicer", which term includes any successor entity under
the Agreement), ___________________, as special servicer (the "Special
Servicer", which term includes any successor entity under the Agreement),
___________________, as trustee (the "Trustee", which term includes any
successor entity under the Agreement), and ___________________, as fiscal agent
(the "Fiscal Agent", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound. In the event of any
conflict between any provision of this Certificate and any provision of the
Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs, provided that, in the case of the initial
Distribution Date, the Record Date shall be the Closing Date. All distributions
made under the Agreement in respect of this Certificate will be made by the
Trustee by wire transfer in immediately available funds to the account of the
Person entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with written
wiring instructions generally no less than five (5) Business Days prior to (or,
in the case of the first such distribution, no later than) the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice.


                                      A-6-3



          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

          The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

          No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

          If a Transfer of this Certificate is to be made without registration
under the Securities Act (other than in connection with the initial issuance of
the Certificates or a Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates), then the Certificate
Registrar shall refuse to register such Transfer unless it receives (and, upon
receipt, may conclusively rely upon) either: (i) a certificate from the
Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached as
Exhibit F-2A to the Agreement; or (ii) an Opinion of Counsel satisfactory to the
Trustee to the effect that such Transferee is a Qualified Institutional Buyer
and such Transfer may be made without registration under the Securities Act
(which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal
Agent or the Certificate Registrar in their respective capacities as such),
together with the written certification(s) as to the facts surrounding such
Transfer from the Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar the certification
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 Exhibit F-2A attached to the Agreement are, with respect to the subject
Transfer, true and correct.


                                      A-6-4



          None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, Lehman Brothers Inc., UBS Securities LLC, the Trustee, the Fiscal
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar and
their respective Affiliates against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

          No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates, the Certificate Registrar
shall refuse to register the Transfer of this Certificate unless it has received
from the prospective Transferee, either: (i) a certification to the effect that
such prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate on behalf of, as named fiduciary of, as trustee of,
or with assets of a Plan; or (ii) a certification of facts and an Opinion of
Counsel which otherwise establish to the reasonable satisfaction of the Trustee
that such Transfer will not result in a violation of Section 406 or 407 of ERISA
or Section 4975 of the Code or result in the imposition of an excise tax under
Section 4975 of the Code. If any Transferee of this Certificate or any interest
herein does not, in connection with the subject Transfer, deliver to the
Certificate Registrar a certification and/or Opinion of Counsel as required by
the preceding sentence, then such Transferee shall be deemed to have represented
and warranted that either: (i) such Transferee is not a Plan and is not directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of this Certificate or such interest herein by such
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code. In addition, so long as
the Trust Mortgage Loan secured by the Mortgaged Property identified on the
Trust Mortgage Loan Schedule as ___________________ is part of the Trust Fund:
neither ___________________ ("___________________") nor any Affiliate or
separate account of ___________________ may acquire this Certificate or any
interest herein; any acquisition of this Certificate or any interest herein by
___________________ or any Affiliate or separate account of ___________________
shall be void ab initio; and each Person acquiring this Certificate or any
interest herein shall be deemed to have represented and warranted that it is not
___________________ or any Affiliate or separate account of ___________________.

          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


                                      A-6-5



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 Tax Persons.

          Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to Transfer its Ownership Interest
herein and (y) not to Transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form attached as
Exhibit H-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Trustee and the Tax
Administrator written notice that it is a "pass-through interest holder" within
the meaning of temporary Treasury regulations section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such
Ownership Interest on behalf of, a "pass-through interest holder".

          The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Trustee and the Tax Administrator the following: (a) written notification from
each Rating Agency to the effect that the modification of, addition to or
elimination of such provisions will not cause such Rating Agency to withdraw,
qualify or downgrade its then-current rating of any Class of Certificates; and
(b) an opinion of counsel, in form and substance satisfactory to the Trustee and
the Tax Administrator, to the effect that such modification of, addition to or
elimination of such provisions will not (i) cause any REMIC Pool to (A) cease to
qualify as a REMIC or (B) be subject to an entity-level tax caused by the
Transfer of a Residual Interest Certificate to a Person which is not a Permitted
Transferee, or (ii) cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the Transfer of a Residual Interest
Certificate to a Person that is not a Permitted Transferee.


                                      A-6-6



          A "Permitted Transferee" is any Transferee that is not (i) a
Disqualified Organization, (ii) any Person as to whom the transfer of this
Certificate may cause any REMIC Pool to fail to qualify as a REMIC, (iii) a
Disqualified Non-United States Tax Person, (iv) a Disqualified Partnership or
(v) a foreign permanent establishment or fixed base (within the meaning of any
applicable income tax treaty between the United States and any foreign
jurisdiction) of a United States Tax Person.

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

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

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

          A "Non-United States Tax Person" is any Person other than a United
States Tax Person. A "United States Tax Person" is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any political subdivision
thereof, or an estate whose income from sources without the United States is
includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust (or to the extent provided in the Treasury regulations, if


                                      A-6-7



the trust was in existence on August 20, 1996 and elected to be treated as a
United States person), all within the meaning of Section 7701(a)(30) of the
Code.

          No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.

          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, 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), the Special Servicer, the Master Servicer, the Depositor or Lehman
Brothers Inc., in that order of priority (with the Controlling Class
Certificateholders having the most senior priority) 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 1.0% of the initial aggregate
Certificate Principal Balance of all of the Principal Balance Certificates.

          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


                                      A-6-8



Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of any
REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

          Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                      A-6-9



          IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.



                                        ---------------------------------------,
                                        as Certificate Registrar


                                        By:
                                            ------------------------------------
                                            Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class [R-I] [R-II] [R-III] [R-LR] Certificates
referred to in the within-mentioned Agreement.

Dated: _____________



                                        ---------------------------------------,
                                        as Authenticating Agent


                                        By:
                                            ------------------------------------
                                            Authorized Officer


                                     A-6-10



                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
    (please print or typewrite name and address including postal zip code of
                                    assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

          I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Dated: ____________


                                           -------------------------------------
                                           Signature by or on behalf of Assignor


                                           -------------------------------------
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
for the account of ___________________________________________________________.

          Distributions made by check (such check to be made payable to ________
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

          This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.


                                     A-6-11



                                   EXHIBIT A-7

                           FORM OF CLASS V CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 200_-C_
              CLASS V COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 200_-C_

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by ____________________________________

                   STRUCTURED ASSET SECURITIES CORPORATION II

Date of Pooling and Servicing Agreement: __________, 200_

Cut-off Date: __________, 200_ (or, as to ten Mortgage Loans, the date of
origination)

Closing Date: __________, 200_

First Distribution Date: ___________, 200_

Master Servicer: ___________________

Special Servicer: ___________________

Certificate No. V-___

Percentage Interest evidenced by this Certificate in Class V: ___%

Aggregate unpaid principal balance of the Mortgage Pool as of the Cut-off Date,
after deducting payments of principal due on or before such date (the "Initial
Pool Balance"): $__________

Trustee: ___________________

Fiscal Agent: ___________________


                                     A-7-1



THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, ___________________, ___________________,
___________________, ___________________ OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD TRUST MORTGAGE LOANS SUBJECT TO THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

          This certifies that ________________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (as specified
above) in that certain beneficial ownership interest in the Trust evidenced by
all the Class V Certificates. The Trust was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as specified above
(the "Agreement"), between Structured Asset Securities Corporation II, as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), ___________________, as master servicer (the "Master Servicer",
which term includes any successor entity under the Agreement),
___________________, as special servicer (the "Special Servicer", which term
includes any successor entity under the Agreement), ___________________, as
trustee (the "Trustee", which term includes any successor entity under the
Agreement), and ___________________, as fiscal agent (the "Fiscal Agent",


                                     A-7-2



which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the event of any conflict between
any provision of this Certificate and any provision of the Agreement, such
provision of this Certificate shall be superseded to the extent of such
inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs, provided that, in the case of the initial
Distribution Date, the Record Date shall be the Closing Date. All distributions
made under the Agreement in respect of this Certificate will be made by the
Trustee by wire transfer in immediately available funds to the account of the
Person entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with written
wiring instructions generally no less than five (5) Business Days prior to (or,
in the case of the first such distribution, no later than) the Record Date for
such distribution (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

          The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the


                                     A-7-3



Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized denominations evidencing
the same aggregate Percentage Interest will be issued to the designated
transferee or transferees.

          No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

          If a Transfer of this Certificate is to be made without registration
under the Securities Act (other than in connection with the initial issuance of
the Certificates or a Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates), then the Certificate
Registrar shall refuse to register such Transfer unless it receives (and, upon
receipt, may conclusively rely upon) either: (i) a certificate from the
Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such Transfer from the Certificateholder desiring to effect such Transfer and/or
such Certificateholder's prospective Transferee on which such Opinion of Counsel
is based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

          None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, Lehman Brothers Inc., UBS Securities LLC, the Trustee, the Fiscal
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar and
their respective Affiliates against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

          No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the


                                     A-7-4



purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in connection with the initial
issuance of the Certificates or any Transfer of this Certificate by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates, the
Certificate Registrar shall refuse to register the Transfer of this Certificate
unless it has received from the prospective Transferee, either: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification of facts and an Opinion of Counsel which otherwise
establish to the reasonable satisfaction of the Trustee that such Transfer will
not result in a violation of Section 406 or 407 of ERISA or Section 4975 of the
Code or result in the imposition of an excise tax under Section 4975 of the
Code. If any Transferee of this Certificate or any interest herein does not, in
connection with the subject Transfer, deliver to the Certificate Registrar a
certification and/or Opinion of Counsel as required by the preceding sentence,
then such Transferee shall be deemed to have represented and warranted that
either: (i) such Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate or such interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and
holding of this Certificate or such interest herein by such Transferee is exempt
from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of
ERISA and the excise taxes imposed on such prohibited transactions by Sections
4975(a) and (b) of the Code. In addition, so long as the Trust Mortgage Loan
secured by the Mortgaged Property identified on the Trust Mortgage Loan Schedule
as ___________________ is part of the Trust Fund: neither ___________________
("___________________") nor any Affiliate or separate account of
___________________ may acquire this Certificate or any interest herein; any
acquisition of this Certificate or any interest herein by ___________________ or
any Affiliate or separate account of ___________________ shall be void ab
initio; and each Person acquiring this Certificate or any interest herein shall
be deemed to have represented and warranted that it is not ___________________
or any Affiliate or separate account of ___________________.

          No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.

          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any


                                     A-7-5



agents of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, 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), the Special Servicer, the Master Servicer, the Depositor or Lehman
Brothers Inc., in that order of priority (with the Controlling Class
Certificateholders having the most senior priority) 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 1.0% of the initial aggregate
Certificate Principal Balance of all of the Principal Balance Certificates.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

          Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                     A-7-6



          IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.


                                        ---------------------------------------,
                                        as Certificate Registrar


                                        By:
                                            ------------------------------------
                                            Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class V Certificates referred to in the
within-mentioned Agreement.

Dated: _____________



                                        ---------------------------------------,
                                        as Authenticating Agent


                                        By:
                                            ------------------------------------
                                            Authorized Officer


                                     A-7-7



                                   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-7-8



                                   EXHIBIT A-8

         FORM OF CLASS [SP-1] [SP-2] [SP-3] [SP-4] [SP-5] [SP-6] [SP-7]
                     [CM-1] [CM-2] [CM-3] [CM-4] CERTIFICATE

                    LB-UBS COMMERCIAL MORTGAGE TRUST 200_-C_
   CLASS [SP-1] [SP-2] [SP-3] [SP-4] [SP-5] [SP-6] [SP-7] [CM-1] [CM-2] [CM-3]
      [CM-4] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 200_-C_

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by ____________________________________

                   STRUCTURED ASSET SECURITIES CORPORATION II

Pass-Through Rate: [___% per annum]

Date of Pooling and Servicing Agreement: __________, 200_

Cut-off Date: __________, 200_ (or, as to ten Mortgage Loans, the date of
origination)

Closing Date: __________, 200_

First Distribution Date: ___________, 200_

Master Servicer: ___________________

Special Servicer: ___________________

Certificate No. [SP-1] [SP-2] [SP-3] [SP-4] [SP-5] [SP-6] [SP-7] [CM-1] [CM-2]
[CM-3] [CM-4]-___

Initial Certificate Principal Balance of this Certificate as of the Closing
Date: $____________

Class Principal Balance of all the Class [SP-1] [SP-2] [SP-3] [SP-4] [SP-5]
[SP-6] [SP-7] [CM-1] [CM-2] [CM-3] [CM-4] Certificates as of the Closing Date:
$____________

Aggregate unpaid principal balance of the Mortgage Pool as of the Cut-off Date,
after deducting payments of principal due on or before such date (the "Initial
Pool Balance"): $__________

Trustee: ___________________

Fiscal Agent: ___________________

CUSIP No.: _____________


                                     A-8-1



[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, ___________________, ___________________,
___________________, ___________________ OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

[FOR ALL CLASSES EXCEPT CLASS SP-1 AND CM-1 CERTIFICATES: THE CLASS OF
CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO ONE OR MORE
OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


                                      A-8-2



THIS CERTIFICATE REPRESENTS A SUBORDINATED INTEREST IN A SINGLE MORTGAGE LOAN
AND RELATES SOLELY TO THAT MORTGAGE LOAN, AS AND TO THE EXTENT PROVIDED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

          This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between
Structured Asset Securities Corporation II, as depositor (the "Depositor", which
term includes any successor entity under the Agreement), ___________________, as
master servicer (the "Master Servicer", which term includes any successor entity
under the Agreement), ___________________, as special servicer (the "Special
Servicer", which term includes any successor entity under the Agreement),
___________________, as trustee (the "Trustee", which term includes any
successor entity under the Agreement), and ___________________, as fiscal agent
(the "Fiscal Agent", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound. In the event of any
conflict between any provision of this Certificate and any provision of the
Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency.

          Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs, provided that, in the case of the initial
Distribution Date, the Record Date shall be the Closing Date. All distributions
made under the Agreement in respect of this Certificate will be made by the
Trustee by wire transfer in immediately available funds to the account of the
Person entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with written
wiring instructions generally no less than five (5) Business Days prior to (or,
in the case of the first such


                                      A-8-3



distribution, no later than) the Record Date for such distribution (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions as well), or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution in respect of this Certificate (determined without
regard to any possible future reimbursement of any Realized Loss or Additional
Trust Fund Expense previously allocated to this Certificate) will be made after
due notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the offices of the Certificate
Registrar appointed as provided in the Agreement or such other location as may
be specified in such notice. Also notwithstanding the foregoing, any
distribution that may be made with respect to this Certificate in reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

          Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

          The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

          No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.


                                      A-8-4



          If this Certificate constitutes a Definitive Certificate and a
Transfer hereof is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a
Transfer of this Certificate by the Depositor, Lehman Brothers Inc. or any of
their respective Affiliates or, if this Certificate is a Global Certificate, a
Transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such Transfer from the Certificateholder desiring to effect such Transfer and/or
such Certificateholder's prospective Transferee on which such Opinion of Counsel
is based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

          No beneficial interest in a Rule 144A Global Certificate for any Class
of Book-Entry Non-Registered Certificates may be held by any Person that is not
a Qualified Institutional Buyer. If this Certificate constitutes a Rule 144A
Global Certificate and a Transfer of any interest herein is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a Transfer of any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates), then the
Certificate Owner desiring to effect such Transfer shall be required to obtain
either (i) a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2C to the Agreement, or (ii) an
Opinion of Counsel to the effect that such Transferee is a Qualified
Institutional Buyer and such Transfer may be made without registration under the
Securities Act. If this Certificate constitutes a Rule 144A Global Certificate
and any Transferee of an interest herein does not, in connection with the
subject Transfer, deliver to the Transferor the Opinion of Counsel or the
certification described in the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that all the certifications set forth
in Exhibit F-2C attached to the Agreement are, with respect to the subject
Transfer, true and correct. Furthermore, if this Certificate constitutes a Rule
144A Global Certificate for the Class T Certificates and a Transfer of any
interest herein is to be made without registration under the Securities Act, any
Certificate Owner desiring to effect a transfer of this Certificate or any
interest herein may not sell or otherwise transfer this Certificate or any
interest herein unless it has provided the Depositor with prior written notice
of such transfer (together with a copy of the certificate (executed by the
proposed transferee) or Opinion of Counsel referred to above in this paragraph);
such notice to be delivered to Structured Asset Securities Corporation II, 745
Seventh Avenue, New York, New York 10019, Attention: Scott Lechner--LB-UBS
Commercial Mortgage Trust 200_-C_, facsimile number: (646) 758-4203.


                                      A-8-5



          Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred to any Non-United States Securities Person who takes delivery in the
form of a beneficial interest in the Regulation S Global Certificate for such
Class of Certificates, provided that the Certificate Owner desiring to effect
such Transfer (i) complies with the requirements for Transfers of interests in
such Regulation S Global Certificate set forth in the following paragraph and
(ii) delivers or causes to be delivered to the Certificate Registrar and the
Trustee (A) a certificate from such Certificate Owner confirming its ownership
of the beneficial interests in the subject Class of Book-Entry Non-Registered
Certificates to be transferred, (B) a copy of the certificate to be obtained by
such Certificate Owner from its prospective Transferee in accordance with the
second sentence of the following paragraph and (C) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee, as transfer agent for the
Depository, to approve the debit of the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, and approve the
credit of the account of a Depository Participant by a denomination of interests
in such Regulation S Global Certificate, that is equal to the denomination of
beneficial interests in the subject Class of Book-Entry Non-Registered
Certificates to be transferred. Upon delivery to the Certificate Registrar and
the Trustee of such certifications and such orders and instructions, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the Rule 144A Global Certificate in
respect of the subject Class of Book-Entry Non-Registered Certificates, and
increase the denomination of the Regulation S Global Certificate for such Class
of Certificates, by the denomination of the beneficial interest in such Class of
Certificates specified in such orders and instructions.

          No beneficial interest in the Regulation S Global Certificate for any
Class of Book-Entry Non-Registered Certificates may be held by a United States
Securities Person. Any Certificate Owner desiring to effect any Transfer of an
interest in the Regulation S Global Certificate for any Class of Book-Entry
Non-Registered Certificates shall be required to obtain from such Certificate
Owner's prospective Transferee a certificate substantially in the form set forth
in Exhibit F-2D to the Agreement to the effect that such Transferee is not a
United States Securities Person. If any Transferee of an interest in the
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates does not, in connection with the subject Transfer, deliver to the
Transferor the certification described in the preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit F-2D to the Agreement are, with respect to
the subject Transfer, true and correct.

          Notwithstanding the preceding paragraph, any interest in the
Regulation S Global Certificate for a Class of Book-Entry Non-Registered
Certificates may be transferred to any Qualified Institutional Buyer that takes
delivery in the form of a beneficial interest in the Rule 144A Global
Certificate for such Class of Certificates, provided that the Certificate Owner
desiring to effect such transfer (i) complies with the requirements for
Transfers of interests in such Rule 144A Global Certificate set forth in the
third paragraph above this paragraph and (ii) delivers or causes to be delivered
to the Certificate Registrar and the Trustee (A) a certificate from such
Certificate Owner confirming its ownership of the beneficial interests in the
subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a
copy of the certificate or Opinion of Counsel to be obtained by such Certificate
Owner from its prospective Transferee in accordance with the second sentence of
the third paragraph above this paragraph and (C) 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


                                      A-8-6



Depository Participant by a denomination of interests in such Regulation S
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, that is equal to
the denomination of beneficial interests in the subject Class of Book-Entry
Non-Registered Certificates to be transferred. Upon delivery to the Certificate
Registrar and the Trustee of such certifications and/or Opinion of Counsel and
such orders and instructions, the Trustee, subject to and in accordance with the
applicable procedures of the Depository, shall reduce the denomination of the
Regulation S Global Certificate in respect of the subject Class of Book-Entry
Non-Registered Certificates, and increase the denomination of the Rule 144A
Global Certificate for such Class of Certificates, by the denomination of the
beneficial interest in such Class of Certificates specified in such orders and
instructions.

          Also notwithstanding the foregoing, any interest in a Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Trustee of (i) such certifications and/or opinions as are contemplated by the
fifth paragraph above this paragraph and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository
to direct the Trustee to debit the account of a Depository Participant by the
denomination of the transferred interests in such Global Certificate. Upon
delivery to the Certificate Registrar and the Trustee of the certifications
and/or opinions contemplated by the fifth paragraph above this paragraph, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the subject Global Certificate by
the denomination of the transferred interests in such Global Certificate, and
shall cause a Definitive Certificate of the same Class as such Global
Certificate, and in a denomination equal to the reduction in the denomination of
such Global Certificate, to be executed, authenticated and delivered in
accordance with the Agreement to the applicable Transferee.

          None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Lehman Brothers Inc., UBS Securities LLC, the
Trustee, the Fiscal Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar and their respective Affiliates against any liability that
may result if such Transfer is not exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

          No Transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial


                                      A-8-7



issuance of the Certificates or any Transfer of this Certificate or any interest
herein by the Depositor, Lehman Brothers Inc. or any of their respective
Affiliates or, if this Certificate constitutes a Global Certificate, any
Transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement, the
Certificate Registrar shall refuse to register the Transfer of this Certificate
unless it has received from the prospective Transferee, and, if this Certificate
constitutes a Global Certificate, any Certificate Owner transferring an interest
herein shall be required to obtain from its prospective Transferee, one of the
following: (i) a certification to the effect that such prospective Transferee is
not a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) a certification to the effect that the purchase and
holding of this Certificate or such interest herein by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code, by reason of Sections I
and III of Prohibited Transaction Class Exemption 95-60; or (iii) if this
Certificate is rated in one of the four highest generic rating categories by
either Rating Agency, and this Certificate or an interest herein is being
acquired by or on behalf of a Plan in reliance on any of Prohibited Transaction
Exemption 91-14, a certification to the effect that such Plan (X) is an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of
ERISA) by the Trustee, the Depositor, any Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer, any Person responsible for
servicing an Outside Serviced Trust Mortgage Loan or administering an Outside
Administered REO Property, any Exemption-Favored Party or any Mortgagor with
respect to Mortgage Loans constituting more than 5% of the aggregate unamortized
principal balance of all the Mortgage Loans determined as of the Closing Date,
or by any Affiliate of such Person, and (Z) agrees that it will obtain from each
of its Transferees that are Plans a written representation that such Transferee,
if a Plan, satisfies the requirements of the immediately preceding clauses (X)
and (Y), together with a written agreement that such Transferee will obtain from
each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(X) and (Y); or (iv) a certification of facts and an Opinion of Counsel which
otherwise establish to the reasonable satisfaction of the Trustee or such
Certificate Owner, as the case may be, that such Transfer will not result in a
violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code. If any
Transferee of this Certificate or any interest herein does not, in connection
with the subject Transfer, deliver to the Certificate Registrar (if this
Certificate constitutes a Definitive Certificate) or the Transferor (if this
Certificate constitutes a Global Certificate) a certification and/or Opinion of
Counsel as required by the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code.

          No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.


                                      A-8-8



          [FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.]

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.

          Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, 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), the Special Servicer, the Master Servicer, the Depositor or Lehman
Brothers Inc., in that order of priority (with the Controlling Class
Certificateholders having the most senior priority) 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 1.0% of the initial aggregate
Certificate Principal Balance of all of the Principal Balance Certificates.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any


                                      A-8-9



Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

          Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                     A-8-10



          IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.



                                        ---------------------------------------,
                                        as Certificate Registrar


                                        By:
                                            ------------------------------------
                                            Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class [SP-1] [SP-2] [SP-3] [SP-4] [SP-5] [SP-6]
[SP-7] [CM-1] [CM-2] [CM-3] [CM-4] Certificates referred to in the
within-mentioned Agreement.

Dated: _____________



                                        ---------------------------------------,
                                        as Authenticating Agent


                                        By:
                                            ------------------------------------
                                            Authorized Officer


                                     A-8-11



                                   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-8-12



                                    EXHIBIT B

                       FORM OF DISTRIBUTION DATE STATEMENT

                    See Annex D in the Prospectus Supplement


                                       B-1



                                    EXHIBIT C

                         FORM OF CUSTODIAL CERTIFICATION

To the parties listed on the attached Schedule A

          Re: LB-UBS Commercial Mortgage Trust 200_-C_
              Commercial Mortgage Pass Through Certificates, Series 200_-C_
              (the "Certificates")

Ladies and Gentlemen:

          Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement
dated as of __________, 200_, relating to the above-referenced Certificates (the
"Agreement"), ___________________, 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 or referred to in subclause (A) of Section 2.02(b)
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 (except in
the case of an Outside Serviced Trust Mortgage Loan) has been completed (based
solely on receipt by the Trustee or by a Custodian on its behalf of the
particular recorded/filed documents); (iii) all documents received by it or any
Custodian with respect to such Mortgage Loan have been reviewed by it or by such
Custodian on its behalf and (A) appear regular on their face (handwritten
additions, changes or corrections shall not constitute irregularities if
initialed by the Mortgagor), (B) appear to have been executed (where
appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based on
the examinations referred to in Sections 2.02(a) and 2.02(b) of the Agreement
and in this Certification and only as to the foregoing documents, the
information set forth in the Trust Mortgage Loan Schedule with respect to the
items specified in clauses (v) and (vi)(B) of the definition of "Trust Mortgage
Loan Schedule" accurately reflects the information set forth in the Mortgage
File.

          Neither the Trustee nor any Custodian is under any duty or obligation
to inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Mortgage Loans delivered to it to determine that
the same are valid, legal, effective, genuine, binding, enforceable, sufficient
or appropriate for the represented purpose or that they are other than what they
purport to be on their face. Furthermore, neither the Trustee nor any Custodian
shall have any responsibility for determining whether the text of any assignment
or endorsement is in proper or recordable form, whether the requisite recording
of any document is in accordance with the requirements of any applicable
jurisdiction, or whether a blanket assignment is permitted in any applicable
jurisdiction. In performing the review contemplated herein, the Trustee or any
Custodian may rely on the Depositor as to the purported genuineness of any such
document and any signature thereon.


                                       C-1



          Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them in the Agreement.

                                          Respectfully,



                                          -------------------------------------,
                                          as Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                       C-2



                                   SCHEDULE A

______________________
Attn: LB-UBS Commercial Mortgage Trust 200_-C_

______________________
Attn: LB-UBS Commercial Mortgage Trust 200_-C_

Structured Asset Securities Corporation II
745 Seventh Avenue
New York, New York 10019
Attn: LB-UBS Commercial Mortgage Trust 200_-C_

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Attn: LB-UBS Commercial Mortgage Trust 200_-C_

Lehman Brothers Holdings Inc.
745 Seventh Avenue
New York, New York 10019
Attn: LB-UBS Commercial Mortgage Trust 200_-C_

LUBS Inc.
745 Seventh Avenue
New York, New York 10019
Attn: LB-UBS Commercial Mortgage Trust 200_-C_

UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
Attn: LB-UBS Commercial Mortgage Trust 200_-C_

UBS Real Estate Investments Inc.
1285 Avenue of the Americas
New York, New York 10019
Attn: LB-UBS Commercial Mortgage Trust 200_-C_

[EACH OF THE NON-TRUST MORTGAGE LOAN NOTEHOLDERS]


                                       C-3



                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                     [Date]

____________________

Attention: Global Securities and Trust Services Group--
           LB-UBS Commercial Mortgage Trust 200_-C_

           Re: LB-UBS Commercial Mortgage Trust 200_-C_,
               Commercial Mortgage Pass-Through Certificates, Series 200_-C_

          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 __________, 200_ (the "Pooling and Servicing Agreement"), by and
between Structured Asset Securities Corporation II, as depositor,
___________________, as master servicer (the "Master Servicer"),
___________________, as special servicer (the "Special Servicer"),
___________________, as trustee (the "Trustee), and ___________________, 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 Accounts pursuant to the Pooling and Servicing
                     Agreement, have been or will be so credited.

     ______     2.   Other. (Describe) _________________________________________
                     ___________________________________________________________
                     ___________________________________________________________

          The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof,


                                     D-1-1



unless the Mortgage Loan has been paid in full, in which case the Mortgage File
(or such portion thereof) will be retained by us permanently.

          Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                        _______________________


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                     D-1-2



                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

                                   ----------

___________________

Attention: Global Securities and Trust Services Group--
           LB-UBS Commercial Mortgage Trust 200_-C_

           Re: LB-UBS Commercial Mortgage Trust 200_-C_,
               Commercial Mortgage Pass-Through Certificates, Series 200_-C_

          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 __________, 200_ (the "Pooling and Servicing Agreement"), by and
between Structured Asset Securities Corporation II, as depositor,
___________________, as master servicer (the "Master Servicer"),
___________________, as special servicer (the "Special Servicer"),
___________________, as trustee (the "Trustee), and ___________________, 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 Accounts pursuant to the Pooling and Servicing
                     Agreement, have been or will be so credited.

     ______     2.   Other. (Describe)__________________________________________
                     ___________________________________________________________
                     ___________________________________________________________


                                      D-2-1



          The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof (or within such
longer period as we have indicated as part of our reason for the request),
unless the Mortgage Loan has been paid in full or otherwise liquidated, in which
case the Mortgage File (or such portion thereof) will be retained by us
permanently.

          Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                        ___________________


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                     D-2-2



                                    EXHIBIT E

                     FORM OF LOAN PAYOFF NOTIFICATION REPORT


                                      E-1



                                   EXHIBIT F-1

                         FORM OF TRANSFEROR CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                     [Date]

__________________

Attention: Global Securities and Trust Services Group--
           LB-UBS Commercial Mortgage Trust 200_-C_

       Re: LB-UBS Commercial Mortgage Trust 200_-C_, Commercial Mortgage
           Pass-Through Certificates, Series 200_-C_, Class _____, having an
           initial aggregate [Certificate Principal Balance] [Certificate
           Notional Amount] as of __________, 200_ of $__________ [representing
           a ____% percentage interest in the subject Class]

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of __________, 200_, between Structured
Asset Securities Corporation II, as Depositor, ___________________, as Master
Servicer, ___________________, as Special Servicer, ___________________, as
Trustee, and ___________________, 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, and for the benefit of the
Trustee and the Depositor, that:


                                     F-1-1



          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.

                                        Very truly yours,

                                        ----------------------------------------
                                        Print Name of Transferor


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                     F-1-2



                                  EXHIBIT F-2A

                        FORM I OF TRANSFEREE CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                     [Date]

_______________

Attention: Global Securities and Trust Services Group--
           LB-UBS Commercial Mortgage Trust 200_-C_

       Re: LB-UBS Commercial Mortgage Trust 200_-C_, Commercial Mortgage
           Pass-Through Certificates, Series 200_-C_, Class ___, having an
           initial aggregate [Certificate Principal Balance] [Certificate
           Notional Amount] as of __________, 200_ of $_______________
           [representing a ____% percentage interest in the subject Class]

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of __________, 200_, between Structured
Asset Securities Corporation II, as Depositor, ___________________, as Master
Servicer, ___________________, as Special Servicer, ___________________, as
Trustee, and ___________________, as Fiscal Agent. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you, as Certificate Registrar, and for the benefit of the
Trustee and the Depositor, that:

               1. The Transferee is a "qualified institutional buyer" (a
     "Qualified Institutional Buyer") as that term is defined in Rule 144A
     ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities
     Act"), and has completed one of the forms of certification to that effect
     attached hereto as Annex 1 and Annex 2. The Transferee is aware that the
     sale to it is being made in reliance on Rule 144A. The Transferee is
     acquiring the Transferred Certificates for its own account or for the
     account of another Qualified Institutional Buyer, and understands that such
     Transferred Certificates may be resold, pledged or transferred only (a) to
     a person reasonably believed to be a Qualified Institutional Buyer that
     purchases for its own account or for the account of another Qualified
     Institutional Buyer and to whom notice is given that the resale, pledge or
     transfer is being made in reliance on Rule 144A, or (b) pursuant to another
     exemption from registration under the Securities Act.

               2. The Transferee has been furnished with all information
     regarding (a) the Depositor, (b) the Transferred Certificates and
     distributions thereon, (c) the nature, performance


                                     F-2A-1



     and servicing of the Trust Mortgage Loans, (d) the Pooling and Servicing
     Agreement and the Trust Fund created pursuant thereto, and (e) all related
     matters, that it has requested.

               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,

                                        ----------------------------------------
                                        Print Name of Transferee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                             Nominee Acknowledgement

          The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                        ----------------------------------------
                                        Print Name of Nominee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                     F-2A-2



                                                         ANNEX 1 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

               1. As indicated below, the undersigned is the chief financial
     officer, a person fulfilling an equivalent function, or other executive
     officer of the entity purchasing the Transferred Certificates (the
     "Transferee").

               2. The Transferee is a "qualified institutional buyer" as that
     term is defined in Rule 144A ("Rule 144A") under the Securities Act of
     1933, as amended, because (i) [the Transferee] [each of the Transferee's
     equity owners] owned and/or invested on a discretionary basis
     $______________________(1) in securities (other than the excluded
     securities referred to below) as of the end of such entity's most recent
     fiscal year (such amount being calculated in accordance with Rule 144A) and
     (ii) the Transferee satisfies the criteria in the category marked below.

     ___  Corporation, etc. The Transferee is a corporation (other than a bank,
          savings and loan association or similar institution), Massachusetts or
          similar business trust, partnership, or any organization described in
          Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

     ___  Bank. The Transferee (a) is a national bank or a banking institution
          organized under the laws of any state, U.S. territory or the District
          of Columbia, the business of which is substantially confined to
          banking and is supervised by the state or territorial banking
          commission or similar official or is a foreign bank or equivalent
          institution, and (b) has an audited net worth of at least $25,000,000
          as demonstrated in its latest annual financial statements, a copy of
          which is attached hereto, as of a date not more than 16 months
          preceding the date of sale of the Transferred Certificates in the case
          of a U.S. bank, and not more than 18 months preceding such date of
          sale in the case of a foreign bank or equivalent institution.

     ___  Savings and Loan. The Transferee (a) is a savings and loan
          association, building and loan association, cooperative bank,
          homestead association or similar

----------
(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



          institution, which is supervised and examined by a state or federal
          authority having supervision over any such institutions, or is a
          foreign savings and loan association or equivalent institution and (b)
          has an audited net worth of at least $25,000,000 as demonstrated in
          its latest annual financial statements, a copy of which is attached
          hereto, as of a date not more than 16 months preceding the date of
          sale of the Transferred Certificates in the case of a U.S. savings and
          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.


                                     F-2A-4



               4. For purposes of determining the aggregate amount of securities
     owned and/or invested on a discretionary basis by any Person, the
     Transferee used the cost of such securities to such Person, unless such
     Person reports its securities holdings in its financial statements on the
     basis of their market value, and no current information with respect to the
     cost of those securities has been published, in which case the securities
     were valued at market. Further, in determining such aggregate amount, the
     Transferee may have included securities owned by subsidiaries of such
     Person, but only if such subsidiaries are consolidated with such Person in
     its financial statements prepared in accordance with generally accepted
     accounting principles and if the investments of such subsidiaries are
     managed under such Person's direction. However, such securities were not
     included if such Person is a majority-owned, consolidated subsidiary of
     another enterprise and such Person is not itself a reporting company under
     the Securities Exchange Act of 1934, as amended.

               5. The Transferee is familiar with Rule 144A and understands that
     the Transferor and other parties related to the Transferred Certificates
     are relying and will continue to rely on the statements made herein because
     one or more sales to the Transferee may be in reliance on Rule 144A.

     ___   ___   Will the Transferee be purchasing the Transferred Certificates
     Yes   No    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.


                                     F-2A-5



               8. Capitalized terms used but not defined herein have the
     respective meanings ascribed thereto in the Pooling and Servicing Agreement
     pursuant to which the Transferred Certificates were issued.

                                             -----------------------------------
                                             Print Name of Transferee


                                             By:
                                                 -------------------------------
                                                 Name:
                                                       -------------------------
                                                 Title:
                                                        ------------------------
                                                 Date:
                                                       -------------------------


                                     F-2A-6



                                                         ANNEX 2 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee Certificate to which
this certification relates and to which this certification is an Annex:

               1. As indicated below, the undersigned is the chief financial
     officer, a person fulfilling an equivalent function, or other executive
     officer of the entity purchasing the Transferred Certificates (the
     "Transferee") or, if the Transferee is a "qualified institutional buyer" as
     that term is defined in Rule 144A ("Rule 144A") under the Securities Act of
     1933, as amended, because the Transferee is part of a Family of Investment
     Companies (as defined below), is an executive officer of the investment
     adviser (the "Adviser").

               2. The Transferee is a "qualified institutional buyer" as defined
     in Rule 144A because (i) the Transferee is an investment company registered
     under the Investment Company Act of 1940, and (ii) as marked below, the
     Transferee alone owned and/or invested on a discretionary basis, or the
     Transferee's Family of Investment Companies owned, at least $100,000,000 in
     securities (other than the excluded securities referred to below) as of the
     end of the Transferee's most recent fiscal year. For purposes of
     determining the amount of securities owned by the Transferee or the
     Transferee's Family of Investment Companies, the cost of such securities
     was used, unless the Transferee or any member of the Transferee's Family of
     Investment Companies, as the case may be, reports its securities holdings
     in its financial statements on the basis of their market value, and no
     current information with respect to the cost of those securities has been
     published, in which case the securities of such entity were valued at
     market.

     ____      The Transferee owned and/or invested on a discretionary basis
               $___________________ in securities (other than the excluded
               securities referred to below) as of the end of the Transferee's
               most recent fiscal year (such amount being calculated in
               accordance with Rule 144A).

     ____      The Transferee is part of a Family of Investment Companies which
               owned in the aggregate $______________ in securities (other than
               the excluded securities referred to below) as of the end of the
               Transferee's most recent fiscal year (such amount being
               calculated in accordance with Rule 144A).

               3. The term "Family of Investment Companies" as used herein means
     two or more registered investment companies (or series thereof) that have
     the same investment adviser or investment advisers that are affiliated (by
     virtue of being majority owned subsidiaries of the same parent or because
     one investment adviser is a majority owned subsidiary of the other).


                                     F-2A-7



               4. The term "securities" as used herein does not include (i)
     securities of issuers that are affiliated with the Transferee or are part
     of the Transferee's Family of Investment Companies, (ii) bank deposit notes
     and certificates of deposit, (iii) loan participations, (iv) repurchase
     agreements, (v) securities owned but subject to a repurchase agreement and
     (vi) currency, interest rate and commodity swaps. For purposes of
     determining the aggregate amount of securities owned and/or invested on a
     discretionary basis by the Transferee, or owned by the Transferee's Family
     of Investment Companies, the securities referred to in this paragraph were
     excluded.

               5. The Transferee is familiar with Rule 144A and understands that
     the Transferor and other parties related to the Transferred Certificates
     are relying and will continue to rely on the statements made herein because
     one or more sales to the Transferee will be in reliance on Rule 144A.

     _____   _____   Will the Transferee be purchasing the Transferred
     Yes     No      Certificates only for the Transferee's own account?

               6. If the answer to the foregoing question is "no," then in each
     case where the Transferee is purchasing for an account other than its own,
     such account belongs to a third party that is itself a "qualified
     institutional buyer" within the meaning of Rule 144A, and the "qualified
     institutional buyer" status of such third party has been established by the
     Transferee through one or more of the appropriate methods contemplated by
     Rule 144A.

               7. The undersigned will notify the parties to which this
     certification is made of any changes in the information and conclusions
     herein. Until such notice, the Transferee's purchase of the Transferred
     Certificates will constitute a reaffirmation of this certification by the
     undersigned as of the date of such purchase.

               8. Capitalized terms used but not defined herein have the
     respective meanings ascribed thereto in the Pooling and Servicing Agreement
     pursuant to which the Transferred Certificates were issued.


                                     F-2A-8



                                             -----------------------------------
                                             Print Name of Transferee or Adviser


                                             By:
                                                 -------------------------------
                                                 Name:
                                                       -------------------------
                                                 Title:
                                                        ------------------------
                                                 Date:
                                                       -------------------------

                                             IF ABOVE IS AN ADVISER:

                                             -----------------------------------
                                             Print Name of Transferee

                                             Date:
                                                   -----------------------------


                                     F-2A-9



                                  EXHIBIT F-2B

                        FORM II OF TRANSFEREE CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES

                                     [Date]

______________________

Attention: Global Securities and Trust Services Group--
           LB-UBS Commercial Mortgage Trust 200_-C_

          Re: LB-UBS Commercial Mortgage Trust 200_-C_, Commercial Mortgage
              Pass-Through Certificates, Series 200_-C_, Class _____, having an
              initial aggregate [Certificate Principal Balance] [Certificate
              Notional Amount] as of __________, 200_ of $__________
              [representing a ____% percentage interest in the subject Class]

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of __________, 200_, between Structured
Asset Securities Corporation II, as Depositor, ___________________, as Master
Servicer, ___________________, as Special Servicer, ___________________, as
Trustee, and ___________________, as Fiscal Agent. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you, as Certificate Registrar, and for the benefit of the
Trustee and the Depositor, that:

               1. The Transferee is acquiring the Transferred Certificates for
     its own account for investment and not with a view to or for sale or
     transfer in connection with any distribution thereof, in whole or in part,
     in any manner which would violate the Securities Act of 1933, as amended
     (the "Securities Act"), or any applicable state securities laws.

               2. The Transferee understands that (a) the Transferred
     Certificates have not been and will not be registered under the Securities
     Act or registered or qualified under any applicable state securities laws,
     (b) none of the Depositor, the Trustee or the Certificate Registrar is
     obligated so to register or qualify the Class of Certificates to which the
     Transferred Certificates belong, and (c) neither a Transferred Certificate
     nor any security issued in exchange therefor or in lieu thereof may be
     resold or transferred unless it is (i) registered pursuant to the
     Securities Act and registered or qualified pursuant to any applicable state
     securities laws or (ii) sold or transferred in transactions which are
     exempt from such registration and qualification and the Certificate
     Registrar has received: (A) a certification from the Certificateholder
     desiring to effect such transfer substantially in the form attached as
     Exhibit F-1 to the Pooling and Servicing


                                     F-2B-1



     Agreement and a certification from such Certificateholder's prospective
     transferee substantially in the form attached either as Exhibit F-2A to the
     Pooling and Servicing Agreement or as Exhibit F-2B to the Pooling and
     Servicing Agreement; or (B) an opinion of counsel satisfactory to the
     Trustee with respect to, among other things, the availability of such
     exemption from registration under the Securities Act, together with copies
     of the written certification(s) from the transferor and/or transferee
     setting forth the facts surrounding the transfer upon which such opinion is
     based.

               3. The Transferee understands that it may not sell or otherwise
     transfer any Transferred Certificate or interest therein, except in
     compliance with the provisions of Section 5.02 of the Pooling and Servicing
     Agreement, which provisions it has carefully reviewed, and that each
     Transferred Certificate will bear the following legends:

          THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
          SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
          DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
          REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH
          DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
          ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
          SERVICING AGREEMENT REFERRED TO HEREIN.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
          (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
          THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
          1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE
          CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY PERSON WHO IS
          DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
          HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
          ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
          ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
          OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

               4. Neither the Transferee nor anyone acting on its behalf has (a)
     offered, pledged, sold, disposed of or otherwise transferred any
     Transferred Certificate, any interest in any Transferred Certificate or any
     other similar security to any person in any manner, (b) solicited any offer
     to buy or accept a pledge, disposition or other transfer of any Transferred
     Certificate, any interest in any Transferred Certificate or any other
     similar security from any person in any manner, (c) otherwise approached or
     negotiated with respect to any Transferred Certificate, any interest in any
     Transferred Certificate or any other similar security with any person in
     any manner, (d) made any general solicitation with respect to any
     Transferred


                                     F-2B-2



     Certificate, any interest in any Transferred Certificate or any other
     similar security by means of general advertising or in any other manner, or
     (e) taken any other action with respect to any Transferred Certificate, any
     interest in any Transferred Certificate or any other similar security,
     which (in the case of any of the acts described in clauses (a) through (e)
     above) would constitute a distribution of the Transferred Certificates
     under the Securities Act, would render the disposition of the Transferred
     Certificates a violation of Section 5 of the Securities Act or any state
     securities law or would require registration or qualification of the
     Transferred Certificates pursuant thereto. The Transferee will not act, nor
     has it authorized or will it authorize any person to act, in any manner set
     forth in the foregoing sentence with respect to any Transferred
     Certificate, any interest in any Transferred Certificate or any other
     similar security.

               5. The Transferee has been furnished with all information
     regarding (a) the Depositor, (b) the Transferred Certificates and
     distributions thereon, (c) the Pooling and Servicing Agreement and the
     Trust Fund created pursuant thereto, (d) the nature, performance and
     servicing of the Mortgage Loans, and (e) all related matters, that it has
     requested.

               6. The Transferee is an "accredited investor" as defined in any
     of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act
     or an entity in which all of the equity owners come within such paragraphs.
     The Transferee has such knowledge and experience in financial and business
     matters as to be capable of evaluating the merits and risks of an
     investment in the Transferred Certificates; the Transferee has sought such
     accounting, legal and tax advice as it has considered necessary to make an
     informed investment decision; and the Transferee is able to bear the
     economic risks of such investment and can afford a complete loss of such
     investment.


                                     F-2B-3



               7. If the Transferee proposes that the Transferred Certificates
     be registered in the name of a nominee, such nominee has completed the
     Nominee Acknowledgement below.

                                             Very truly yours,

                                             -----------------------------------
                                             Print Name of Transferee


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:

                             Nominee Acknowledgement

          The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                             -----------------------------------
                                             Print Name of Nominee


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                     F-2B-4



                                  EXHIBIT F-2C

                         FORM OF TRANSFEREE CERTIFICATE
           FOR TRANSFERS OF INTERESTS IN RULE 144A GLOBAL CERTIFICATES

                                     [Date]

[TRANSFEROR]

          Re: LB-UBS Commercial Mortgage Trust 200_-C_, Commercial Mortgage
              Pass-Through Certificates, Series 200_-C_, Class _____, having an
              initial aggregate [Certificate Principal Balance] [Certificate
              Notional Amount] as of __________, 200_ of $__________

Ladies and Gentlemen:

          This letter is delivered to you in connection with the Transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of __________, 200_, between Structured Asset Securities
Corporation II, as Depositor, ___________________, as Master Servicer,
___________________, as Special Servicer, ___________________, as Trustee, and
___________________, as Fiscal Agent. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to and agrees with you, and for the benefit of the Depositor, that:

               1. The Transferee is a "qualified institutional buyer" (a
     "Qualified Institutional Buyer") as that term is defined in Rule 144A
     ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities
     Act"), and has completed one of the forms of certification to that effect
     attached hereto as Annex 1 and Annex 2. The Transferee is aware that the
     Transfer to it of the Transferor's interest in the Transferred Certificates
     is being made in reliance on Rule 144A. The Transferee is acquiring such
     interest in the Transferred Certificates for its own account or for the
     account of another Qualified Institutional Buyer.

               2. The Transferee understands that (a) the Transferred
     Certificates have not been and will not be registered under the Securities
     Act or registered or qualified under any applicable state securities laws,
     (b) none of the Depositor, the Trustee or the Certificate Registrar is
     obligated so to register or qualify the Transferred Certificates and (c) no
     interest in the Transferred Certificates may be resold or transferred
     unless (i) such Certificates are registered pursuant to the Securities Act
     and registered or qualified pursuant any applicable state securities laws,
     or (ii) such interest is sold or transferred in a transaction which is
     exempt from such registration and qualification and the Transferor desiring
     to effect such transfer has received (A) a certificate from such
     Certificate Owner's prospective transferee substantially in the form


                                     F-2C-1



     attached as Exhibit F-2C to the Pooling and Servicing Agreement or (B) an
     opinion of counsel to the effect that, among other things, such prospective
     transferee is a Qualified Institutional Buyer and such transfer may be made
     without registration under the Securities Act.

               3. The Transferee understands that it may not sell or otherwise
     transfer the Transferred Certificates or any interest therein except in
     compliance with the provisions of Section 5.02 of the Pooling and Servicing
     Agreement, which provisions it has carefully reviewed, and that the
     Transferred Certificates will bear the following legends:

          THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
          SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
          DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
          REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH
          DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
          ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
          SERVICING AGREEMENT REFERRED TO HEREIN.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
          (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
          THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
          1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE
          CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY PERSON WHO IS
          DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
          HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
          ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
          ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
          OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


                                     F-2C-2



               4. The Transferee understands that, if the Transferred
     Certificate is a Class T Certificate, it may not sell or otherwise transfer
     such Transferred Certificate or any interest therein unless it has provided
     prior written notice of such transfer (together with a copy of the
     Transferee Certificate in the form hereof executed by the proposed
     transferee of such Transferred Certificate) to Structured Asset Securities
     Corporation II, 745 Seventh Avenue, New York, New York 10019, Attention:
     Scott Lechner--LB-UBS Commercial Mortgage Trust 200_-C_, facsimile number:
     (646) 758-4203.

               5. The Transferee has been furnished with all information
     regarding (a) the Depositor, (b) the Transferred Certificates and
     distributions thereon, (c) the nature, performance and servicing of the
     Mortgage Loans, (d) the Pooling and Servicing Agreement and the Trust Fund
     created pursuant thereto, (e) any credit enhancement mechanism associated
     with the Transferred Certificates, and (f) all related matters, that it has
     requested.

                                             Very truly yours,

                                             -----------------------------------
                                             Print Name of Transferee


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                     F-2C-3



                                                         ANNEX 1 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Structured Asset Securities
Corporation II with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
     a person fulfilling an equivalent function, or other executive officer of
     the entity acquiring interests in the Transferred Certificates (the
     "Transferee").

          2. The Transferee is a "qualified institutional buyer" as that term is
     defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
     144A"), because (i) [the Transferee] [each of the Transferee's equity
     owners] owned and/or invested on a discretionary basis $____________(1) in
     securities (other than the excluded securities referred to below) as of the
     end of such entity's most recent fiscal year (such amount being calculated
     in accordance with Rule 144A) and (ii) the Transferee satisfies the
     criteria in the category marked below.

     _____     Corporation, etc. The Transferee is a corporation (other than a
               bank, savings and loan association or similar institution),
               Massachusetts or similar business trust, partnership, or any
               organization described in Section 501(c)(3) of the Internal
               Revenue Code of 1986, as amended.

     _____     Bank. The Transferee (a) is a national bank or a banking
               institution organized under the laws of any state, U.S. territory
               or the District of Columbia, the business of which is
               substantially confined to banking and is supervised by the state
               or territorial banking commission or similar official or is a
               foreign bank or equivalent institution, and (b) has an audited
               net worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached hereto,
               as of a date not more than 16 months preceding the date of sale
               of the Transferred Certificates in the case of a U.S. bank, and
               not more than 18 months preceding such date of sale in the case
               of a foreign bank or equivalent institution.

     _____     Savings and Loan. The Transferee (a) is a savings and loan
               association, building and loan association, cooperative bank,
               homestead association or similar institution, which is supervised
               and examined by a state or federal authority having supervision
               over any such institutions or is a foreign savings and loan

----------
(1)  Transferee or each of its equity owners must own and/or invest on a
     discretionary basis at least $100,000,000 in securities unless Transferee
     or any such equity owner, as the case may be, is a dealer, and, in that
     case, Transferee or such equity owner, as the case may be, must own and/or
     invest on a discretionary basis at least $10,000,000 in securities.


                                     F-2C-4



               association or equivalent institution and (b) has an audited net
               worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached hereto,
               as of a date not more than 16 months preceding the date of sale
               of the Transferred Certificates in the case of a U.S. savings and
               loan association, and not more than 18 months preceding such date
               of sale in the case of a foreign savings and loan association or
               equivalent institution.

     ___       Broker-dealer. The Transferee is a dealer registered pursuant to
               Section 15 of the Securities Exchange Act of 1934, as amended.

     ___       Insurance Company. The Transferee is an insurance company whose
               primary and predominant business activity is the writing of
               insurance or the reinsuring of risks underwritten by insurance
               companies and which is subject to supervision by the insurance
               commissioner or a similar official or agency of a state, U.S.
               territory or the District of Columbia.

     ___       State or Local Plan. The Transferee is a plan established and
               maintained by a state, its political subdivisions, or any agency
               or instrumentality of the state or its political subdivisions,
               for the benefit of its employees.

     ___       ERISA Plan. The Transferee is an employee benefit plan within the
               meaning of Title I of the Employee Retirement Income Security Act
               of 1974.

     ___       Investment Advisor. The Transferee is an investment advisor
               registered under the Investment Advisers Act of 1940, as amended.

     ___       QIB Subsidiary. All of the Transferee's equity owners are
               "qualified institutional buyers" within the meaning of Rule 144A.

     ___       Other. (Please supply a brief description of the entity and a
               cross-reference to the paragraph and subparagraph under
               subsection (a)(1) of Rule 144A pursuant to which it qualifies.
               Note that registered investment companies should complete Annex 2
               rather than this Annex 1.)

          3. For purposes of determining the aggregate amount of securities
     owned and/or invested on a discretionary basis by any Person, the
     Transferee did not include (i) securities of issuers that are affiliated
     with such Person, (ii) securities that are part of an unsold allotment to
     or subscription by such Person, if such Person is a dealer, (iii) bank
     deposit notes and certificates of deposit, (iv) loan participations, (v)
     repurchase agreements, (vi) securities owned but subject to a repurchase
     agreement and (vii) currency, interest rate and commodity swaps.

          4. For purposes of determining the aggregate amount of securities
     owned and/or invested on a discretionary basis by any Person, the
     Transferee used the cost of such securities to such Person, unless such
     Person reports its securities holdings in its financial statements on the
     basis of their market value, and no current information with respect to the
     cost of those securities has been published, in which case the securities
     were valued at market. Further, in determining such aggregate amount, the
     Transferee may have included securities owned by subsidiaries of such
     Person, but only if such subsidiaries are consolidated with such Person in
     its financial


                                     F-2C-5



     statements prepared in accordance with generally accepted accounting
     principles and if the investments of such subsidiaries are managed under
     such Person's direction. However, such securities were not included if such
     Person is a majority-owned, consolidated subsidiary of another enterprise
     and such Person is not itself a reporting company under the Securities
     Exchange Act of 1934, as amended.

          5. The Transferee acknowledges that it is familiar with Rule 144A and
     understands that the Transferor and other parties related to the
     Transferred Certificates are relying and will continue to rely on the
     statements made herein because one or more Transfers to the Transferee may
     be in reliance on Rule 144A.

          _____ _____   Will the Transferee be acquiring interests in the
          Yes   No      Transferred Certificates only for the Transferee's own
                        account?

          6. If the answer to the foregoing question is "no," then in each case
     where the Transferee is acquiring any interest in the Transferred
     Certificates for an account other than its own, such account belongs to a
     third party that is itself a "qualified institutional buyer" within the
     meaning of Rule 144A, and the "qualified institutional buyer" status of
     such third party has been established by the Transferee through one or more
     of the appropriate methods contemplated by Rule 144A.

          7. The Transferee will notify each of the parties to which this
     certification is made of any changes in the information and conclusions
     herein. Until such notice is given, the Transferee's acquisition of any
     interest in of the Transferred Certificates will constitute a reaffirmation
     of this certification as of the date of such acquisition. In addition, if
     the Transferee is a bank or savings and loan as provided above, the
     Transferee agrees that it will furnish to such parties any updated annual
     financial statements that become available on or before the date of such
     acquisition, promptly after they become available.

          8. Capitalized terms used but not defined herein have the meanings
     ascribed thereto in the Pooling and Servicing Agreement pursuant to which
     the Transferred Certificates were issued.


                                        ----------------------------------------
                                        Print Name of Transferee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:
                                            Date:


                                     F-2C-6



                                                         ANNEX 2 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Structured Asset Securities
Corporation II with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee certificate to which this certification relates and to which this
certification is an Annex:

               1. As indicated below, the undersigned is the chief financial
          officer, a person fulfilling an equivalent function, or other
          executive officer of the entity acquired interests the Transferred
          Certificates (the "Transferee") or, if the Transferee is a "qualified
          institutional buyer" as that term is defined in Rule 144A under the
          Securities Act of 1933, as amended ("Rule 144A"), because the
          Transferee is part of a Family of Investment Companies (as defined
          below), is an executive officer of the investment adviser (the
          "Adviser").

               2. The Transferee is a "qualified institutional buyer" as defined
          in Rule 144A because (i) the Transferee is an investment company
          registered under the Investment Company Act of 1940, as amended, and
          (ii) as marked below, the Transferee alone owned and/or invested on a
          discretionary basis, or the Transferee's Family of Investment
          Companies owned, at least $100,000,000 in securities (other than the
          excluded securities referred to below) as of the end of the
          Transferee's most recent fiscal year. For purposes of determining the
          amount of securities owned by the Transferee or the Transferee's
          Family of Investment Companies, the cost of such securities was used,
          unless the Transferee or any member of the Transferee's Family of
          Investment Companies, as the case may be, reports its securities
          holdings in its financial statements on the basis of their market
          value, and no current information with respect to the cost of those
          securities has been published, in which case the securities of such
          entity were valued at market.

               ____      The Transferee owned and/or invested on a discretionary
                         basis $___________________ in securities (other than
                         the excluded securities referred to below) as of the
                         end of the Transferee's most recent fiscal year (such
                         amount being calculated in accordance with Rule 144A).

               ____      The Transferee is part of a Family of Investment
                         Companies which owned in the aggregate $______________
                         in securities (other than the excluded securities
                         referred to below) as of the end of the Transferee's
                         most recent fiscal year (such amount being calculated
                         in accordance with Rule 144A).

               3. The term "Family of Investment Companies" as used herein means
          two or more registered investment companies (or series thereof) that
          have the same investment adviser or investment advisers that are
          affiliated (by virtue of being majority owned subsidiaries of the same
          parent or because one investment adviser is a majority owned
          subsidiary of the other).


                                     F-2C-7



               4. The term "securities" as used herein does not include (i)
          securities of issuers that are affiliated with the Transferee or are
          part of the Transferee's Family of Investment Companies, (ii) bank
          deposit notes and certificates of deposit, (iii) loan participations,
          (iv) repurchase agreements, (v) securities owned but subject to a
          repurchase agreement and (vi) currency, interest rate and commodity
          swaps. For purposes of determining the aggregate amount of securities
          owned and/or invested on a discretionary basis by the Transferee, or
          owned by the Transferee's Family of Investment Companies, the
          securities referred to in this paragraph were excluded.

               5. The Transferee is familiar with Rule 144A and understands that
          the Transferor and other parties related to the Transferred
          Certificates are relying and will continue to rely on the statements
          made herein because one or more Transfers to the Transferee will be in
          reliance on Rule 144A.

               _____ _____   Will the Transferee be acquiring interests in the
               Yes   No      Transferred Certificates only for the Transferee's
                             own account?

               6. If the answer to the foregoing question is "no," then in each
          case where the Transferee is acquiring any interest in the Transferred
          Certificates for an account other than its own, such account belongs
          to a third party that is itself a "qualified institutional buyer"
          within the meaning of Rule 144A, and the "qualified institutional
          buyer" status of such third party has been established by the
          Transferee through one or more of the appropriate methods contemplated
          by Rule 144A.

               7. The undersigned will notify the parties to which this
          certification is made of any changes in the information and
          conclusions herein. Until such notice, the Transferee's acquisition of
          any interest in the Transferred Certificates will constitute a
          reaffirmation of this certification by the undersigned as of the date
          of such acquisition.


                                     F-2C-8



               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:
                                            Date:

                                        IF ABOVE IS AN ADVISER:

                                        Print Name of Transferee

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

                                        Date:


                                     F-2C-9



                                  EXHIBIT F-2D

                         FORM OF TRANSFEREE CERTIFICATE
         FOR TRANSFERS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES

                                     [Date]

[TRANSFEROR]

          Re: LB-UBS Commercial Mortgage Trust 200_-C_, Commercial Mortgage
              Pass-Through Certificates, Series 200_-C_, Class _____, having an
              initial aggregate [Certificate Principal Balance] [Certificate
              Notional Amount] as of __________, 200_ of $__________

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of __________, 200_, between Structured Asset Securities
Corporation II, as Depositor, ___________________, as Master Servicer,
___________________, as Special Servicer, ___________________, as Trustee, and
___________________, 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


                                     F-2D-1



United States, other than one held for the benefit or account of a non-United
States Securities Person by a dealer or other professional fiduciary organized,
incorporated or (if any individual) resident in the United States, or (viii) any
partnership or corporation if (a) organized or incorporated under the laws of
any foreign jurisdiction and (b) formed by a United States Securities Person
principally for the purpose of investing in securities not registered under the
Securities Act, unless it is organized or incorporated, and owned, by
"accredited investors" (as defined in Rule 501(a)) under the United States
Securities Act of 1933, as amended (the "Securities Act"), who are not natural
persons, estates or trusts; provided, however, that the International Monetary
Fund, the International Bank for Reconstruction and Development, the
Inter-American Development Bank, the Asian Development Bank, the African
Development Bank, the United Nations and their agencies, affiliates and pension
plans, any other similar international organizations, their agencies, affiliates
and pension plans shall not constitute United States Securities Persons.

          The Transferee understands 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: __________, _____

                                        ----------------------------------------
                                        Print Name of Transferee or Adviser


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:
                                            Date:

                                        IF ABOVE IS AN ADVISER:

                                        Print Name of Transferee


                                        ----------------------------------------
                                        Date:


                                     F-2D-2



                                   EXHIBIT G-1

                        FORM I OF TRANSFEREE CERTIFICATE
        IN CONNECTION WITH ERISA (DEFINITIVE NON-REGISTERED CERTIFICATES)

                               _____________, 20__

________________

Attention: Global Securities and Trust Services Group--
           LB-UBS Commercial Mortgage Trust 200_-C_

           Re: LB-UBS Commercial Mortgage Trust 200_-C_, Commercial Mortgage
               Pass-Through Certificates, Series 200_-C_ (the "Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class ______ Certificates [having an initial aggregate [Certificate Principal
Balance] [Certificate Notional Amount] as of __________, 200_ of $__________]
[evidencing a ____% Percentage Interest in the subject Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of __________, 200_, between Structured Asset
Securities Corporation II, as depositor, ___________________, as master
servicer, ___________________, as special servicer, ___________________, as
trustee and ___________________, as fiscal agent. All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you as Certificate Registrar, as follows (check the applicable
paragraph):

     _____     The Transferee (A) is not an employee benefit plan or other
               retirement arrangement, including an individual retirement
               account or annuity, a Keogh plan or a collective investment fund
               or separate account in which such plans, accounts or arrangements
               are invested, including, without limitation, an insurance company
               general account, that is subject to ERISA or the Code (each, a
               "Plan"), and (B) is not directly or indirectly purchasing the
               Transferred Certificates on behalf of, as named fiduciary of, as
               trustee of, or with assets of a Plan; or

     _____     The Transferee is using funds from an insurance company general
               account to acquire the Transferred Certificates, however, the
               purchase and holding of such Certificates by such Person is
               exempt from the prohibited transaction provisions of Sections 406
               and 407 of ERISA and the excise taxes imposed on such prohibited
               transactions by Section 4975 of the Code, by reason of Sections I
               and III of Prohibited Transaction Class Exemption 95-60.


                                     G-1-1



     _____     The Transferred Certificates are rated in one of the four highest
               generic rating categories by one of the Rating Agencies and are
               being acquired by or on behalf of a Plan in reliance on
               Prohibited Transaction Exemption 91-14; and such Plan (X) is an
               accredited investor as defined in Rule 501(a)(1) of Regulation D
               of the Securities Act, (Y) is not sponsored (within the meaning
               of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any
               Mortgage Loan Seller, the Master Servicer, the Special Servicer,
               any Sub-Servicer, any Person responsible for servicing an Outside
               Serviced Trust Mortgage Loan or administering an Outside
               Administered REO Property, any Exemption-Favored Party or any
               Mortgagor with respect to Mortgage Loans constituting more than
               5% of the aggregate unamortized principal balance of all the
               Mortgage Loans determined on the date of the initial issuance of
               the Certificates, or by any Affiliate of such Person, and (Z)
               agrees that it will obtain from each of its Transferees that are
               Plans, a written representation that such Transferee, if a Plan,
               satisfies the requirements of the immediately preceding clauses
               (X) and (Y), together with a written agreement that such
               Transferee will obtain from each of its Transferees that are
               Plans a similar written representation regarding satisfaction of
               the requirements of the immediately preceding clauses (X) and
               (Y).

     _____     The Transferee is not ___________________
               ("___________________"), an Affiliate of ___________________ or a
               separate account of ___________________.


                                        Very truly yours,

                                        ----------------------------------------
                                        Print Name of Transferee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                     G-1-2



                                   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 200_-C_, Commercial Mortgage
              Pass-Through Certificates, Series 200_-C_ (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 Company ("DTC") and the Depository Participants) in Class
___ Certificates [having an initial aggregate [Certificate Principal Balance]
[Certificate Notional Amount] as of __________, 200_ 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 __________,
200_ (the "Pooling and Servicing Agreement"), among Structured Asset Securities
Corporation II, as depositor, ___________________, as master servicer,
___________________, as special servicer, ___________________, as trustee, and
___________________, as fiscal agent. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you as follows (check the applicable paragraph):

     ______    The Transferee (A) is not an employee benefit plan or other
               retirement arrangement, including an individual retirement
               account or annuity, a Keogh plan or a collective investment fund
               or separate account in which such plans, accounts or arrangements
               are invested, including, without limitation, an insurance company
               general account, that is subject to ERISA or the Code (each, a
               "Plan"), and (B) is not directly or indirectly purchasing an
               interest in the Transferred Certificates on behalf of, as named
               fiduciary of, as trustee of, or with assets of a Plan.

     ______    The Transferee is using funds from an insurance company general
               account to acquire an interest in the Transferred Certificates,
               however, the purchase and holding of such interest by such Person
               is exempt from the prohibited transaction provisions of Sections
               406(a) and (b) and 407 of ERISA and the excise taxes imposed on
               such prohibited transactions by Sections 4975(a) and (b) of the
               Code, by reason of Sections I and III of Prohibited Transaction
               Class Exemption 95-60.

     ______    The Transferred Certificates are rated in one of the four highest
               generic rating categories by one of the Rating Agencies and an
               interest in such Certificates is


                                     G-2-1



               being acquired by or on behalf of a Plan in reliance on
               Prohibited Transaction Exemption 91-14 and such Plan (X) is an
               accredited investor as defined in Rule 501(a)(1) of Regulation D
               of the Securities Act, (Y) is not sponsored (within the meaning
               of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any
               Mortgage Loan Seller, the Master Servicer, the Special Servicer,
               any Sub-Servicer, any Person responsible for servicing an Outside
               Serviced Trust Mortgage Loan or administering an Outside
               Administered REO Property, any Exemption-Favored Party or any
               Mortgagor with respect to Mortgage Loans constituting more than
               5% of the aggregate unamortized principal balance of all the
               Mortgage Loans determined on the date of the initial issuance of
               the Certificates, or by any Affiliate of such Person, and (Z)
               agrees that it will obtain from each of its Transferees that are
               Plans, a written representation that such Transferee, if a Plan,
               satisfies the requirements of the immediately preceding clauses
               (X) and (Y), together with a written agreement that such
               Transferee will obtain from each of its Transferees that are
               Plans a similar written representation regarding satisfaction of
               the requirements of the immediately preceding clauses (X) and
               (Y).

     _____     The Transferee is not ___________________
               ("___________________"), an Affiliate of ___________________ or a
               separate account of ___________________.

                                        Very truly yours,

                                        ----------------------------------------
                                        Print Name of Transferee


                                        By:
                                            ------------------------------------
                                             Name:
                                             Title:


                                     G-2-2



                                   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, AND
TREASURY REGULATION SECTION 1.860E-1(C)(4)

          Re: LB-UBS Commercial Mortgage Trust 200_-C_, Commercial Mortgage
              Pass-Through Certificates, Series 200_-C_ (the "Certificates"),
              issued pursuant to the Pooling and Servicing Agreement (the
              "Pooling and Servicing Agreement"), dated as of __________, 200_,
              between Structured Asset Securities Corporation II, as Depositor,
              ____________________, as Master Servicer, ___________________, as
              Special Servicer, ___________________, as Trustee, and
              ____________________, as Fiscal Agent

STATE OF __________________________ )
                                    )   ss.: __________________________________
COUNTY OF _________________________ )

          The undersigned declares that, to the best knowledge and belief of the
undersigned, the following representations are true, correct and complete:

          1. ______________________________ (the "Purchaser"), is acquiring
[Class R-I] [Class R-II] [Class R-III] [Class R-LR] Certificates representing
________________% of the residual interest in [each of] the real estate mortgage
investment conduit[s] ([each,] a "REMIC") designated as ["REMIC I"] ["REMIC II"]
["REMIC III"] [the "Loan REMIC"], [respectively], relating to the Certificates
for which an election is to be made under Section 860D of the Internal Revenue
Code of 1986, as amended (the "Code").

          2. The Purchaser is not a "Disqualified Organization" (as defined
below), and the Purchaser is not acquiring the [Class R-I] [Class R-II] [Class
R-III] [Class R-LR] Certificates for the account of, or as agent or nominee of,
or with a view to the transfer of direct or indirect record or beneficial
ownership thereof, to a Disqualified Organization. For the purposes hereof, a
Disqualified Organization is any of the following: (i) the United States, (ii)
any state or political subdivision thereof, (iii) any foreign government, (iv)
any international organization, (v) any agency or instrumentality of any of the
foregoing, (vi) any tax-exempt organization (other than a cooperative described
in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of
the Code unless such organization is subject to the tax imposed by Section 511
of the Code, (vii) any organization described in Section 1381(a)(2)(C) of the
Code, or (viii) any other entity designated as a "disqualified organization" by
relevant legislation amending the REMIC Provisions and in effect at or proposed
to be


                                      H-1-1



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.

          3. The Purchaser acknowledges that Section 860E(e) of the Code would
impose a substantial tax on the transferor or, in certain circumstances, on an
agent for the transferee, with respect to any transfer of any interest in any
[Class R-I] [Class R-II] [Class R-III] [Class R-LR] Certificates to a
Disqualified Organization.

          4. The Purchaser will not transfer the [Class R-I] [Class R-II] [Class
R-III] [Class R-LR] Certificates to any person or entity as to which the
Purchaser has not received an affidavit substantially in the form of this
affidavit or to any person or entity as to which the Purchaser has actual
knowledge that the requirements set forth in paragraphs 2 and 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).

          5. The Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the prohibition
against transferring the [Class R-I] [Class R-II] [Class R-III] [Class R-LR]
Certificates to a Disqualified Organization, an agent thereof or a person that
does not satisfy the requirements of paragraph 7.

          6. The Purchaser consents to the designation of the Trustee as the
agent of the Tax Matters Person of [REMIC I] [REMIC II] [REMIC III] [the Loan
REMIC] pursuant to Section 10.01(d) of the Pooling and Servicing Agreement.

          7. No purpose of the acquisition of the [Class R-I] [Class R-II]
[Class R-III] [Class R-LR] Certificates is to impede the assessment or
collection of tax

[CHOOSE BETWEEN PARAGRAPHS 8 OR 9 BELOW]

[_]       8.   If the Transferor requires the safe harbor under Treasury
               regulations section 1.860E-1 to apply:

     i.   The Purchaser historically has paid its debts as they have come due
          and intends to pay its debts as they come due in the future and the
          Purchaser intends to pay taxes associated with holding the [Class R-I]
          [Class R-II] [Class R-III] [Class R-LR] Certificates as they become
          due.

     ii.  The Purchaser understands that it may incur tax liabilities with
          respect to the [Class R-I] [Class R-II] [Class R-III] [Class R-LR]
          Certificates in excess of any cash flows generated by such
          Certificates.


                                      H-1-2



     iii. The Purchaser is not a foreign permanent establishment or a fixed base
          (within the meaning of any applicable income tax treaty between the
          United States and any foreign jurisdiction) of a United States Tax
          Person.

     iv.  The Purchaser will not cause the income from the [Class R-I] [Class
          R-II] [Class R-III] [Class R-LR] Certificates to be attributable to a
          foreign permanent establishment or fixed base (within the meaning of
          any applicable income tax treaty between the United States and any
          foreign jurisdiction) of a United States Tax Person.

          [IF PARAGRAPH 8 IS CHECKED, CHOOSE BETWEEN (V) AND (VI) BELOW]

     [_]  v)   In accordance with Treasury Regulations Section 1.860E-1, the
               Purchaser:

               a) is an "eligible corporation" as defined in Section
               1.860E-1(c)(6)(i) of the Treasury regulations (i.e., a domestic C
               corporation other than a corporation which is exempt from, or is
               not subject to, tax under Section 11 of the Code; a Regulated
               Investment Company as defined in Section 851(a) of the Code; a
               Real Estate Investment Trust as defined in Section 856(a) of the
               Code; a REMIC as defined in Section 860D of the Code; or an
               organization to which part I of subchapter T of chapter 1 of
               subtitle A of the Code applies, as to which the income of [Class
               R-I] [Class R-II] [Class R-III] [Class R-LR] Certificates will
               only be subject to taxation in the United States,

               b) has, and has had in each of its two preceding fiscal years,
               gross assets for financial reporting purposes (excluding any
               obligation of a person related to the transferee within the
               meaning of Section 1.860E-1(c)(6)(ii) of the Treasury regulations
               or any other assets if a principal purpose for holding or
               acquiring such asset is to satisfy this condition) in excess of
               $100 million and net assets of $10 million, and

               c) hereby agrees only to transfer the Certificate to another
               "eligible corporation" meeting the criteria set forth in Treasury
               regulations section 1.860E-1.

     OR

     [_]  vi)  The Purchaser is a United States Tax Person and the consideration
               paid to the Purchaser for accepting the [Class R-I] [Class R-II]
               [Class R-III] [Class R-LR] Certificates is greater than the
               present value of the anticipated net federal income taxes and tax
               benefits ("Tax Liability Present Value") associated with owning
               such Certificates, with such present value computed using a
               discount rate equal to the "Federal short-term rate" prescribed
               by Section 1274 of the Code as of the date hereof or, to the
               extent it is not, if the Transferee has asserted that it
               regularly borrows, in the ordinary course of its trade or
               business, substantial funds from unrelated third parties at a
               lower interest rate than such applicable federal rate and the
               consideration paid to the Purchaser is greater than the Tax
               Liability Present Value using such lower interest rate as the
               discount rate, the transactions with the unrelated third party
               lenders, the interest rate or rates, the date or dates of such


                                      H-1-3



               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

[_]       9.   If the Transferor does not require the safe harbor under Treasury
               regulations section 1.860E-1 to apply: [IF PARAGRAPH 9 IS
               CHECKED, CHOOSE BETWEEN (I) AND (II) BELOW]

     [_]  i)   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

     [_]  ii)  The Purchaser is not a United States person. However, the
               Purchaser:

          a)   conducts a trade or business within the United States and, for
               purposes of Treasury regulations section 1.860G-3(a)(3), is
               subject to tax under Section 882 of the Code;

          b)   understands that, for purposes of Treasury regulations section
               1.860E-1(c)(4)(ii), as a holder of a [Class R-I] [Class R-II]
               [Class R-III] [Class R-LR] Certificate for United States federal
               income tax purposes, it may incur tax liabilities in excess of
               any cash flows generated by such [Class R-I] [Class R-II] [Class
               R-III] [Class R-LR] Certificate;

          c)   intends to pay the taxes associated with holding a [Class R-I]
               [Class R-II] [Class R-III] [Class R-LR] Certificate;

          d)   is not classified as a partnership under the Code (or, if so
               classified, all of its beneficial owners either satisfy clauses
               (a), (b) and (c) of this sentence or are United States persons);
               and

          e)   has furnished the Transferor and the Trustee with an effective
               IRS Form W-8ECI or successor form and will update such form as
               may be required under the applicable Treasury regulations

                    Capitalized terms used but not defined herein have the
          meanings assigned thereto in the Pooling and Servicing Agreement.


                                      H-1-4



          IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
duly executed on its behalf by its duly authorized officer this _______ day of
___________________________.


                                        By:
                                            -----------------------------------

                                        Name:
                                              ---------------------------------

                                        Title:
                                               --------------------------------

          Personally appeared before me ___________________________ and
___________________________, known or proved to me to be the same persons who
executed the foregoing instrument and to be a _______________________ and
_______________________ of the Purchaser, and acknowledged to me that he/she
each executed the same at his/her free act and deed and at the free act and deed
of the Purchaser.

                                        Subscribed and sworn before me this
                                        _________ day of _____________, 20_____.


                                        _______________________________________
                                        Notary Public


                                      H-1-5



                                   EXHIBIT H-2

                         FORM OF TRANSFEROR CERTIFICATE
                    REGARDING RESIDUAL INTEREST CERTIFICATES

                                     [Date]

__________________

Attention: Global Securities and Trust Services Group--
           LB-UBS Commercial Mortgage Trust 200_-C_

          Re:  LB-UBS Commercial Mortgage Trust 200_-C_, Commercial Mortgage
               Pass-Through Certificates, Series 200_-C_ (the "Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class R-I] [Class R-II] [Class R-III] [Class R-LR] Certificates evidencing a
____% Percentage Interest in such Class (the "Residual Interest Certificates").
The Certificates, including the Residual Interest Certificates, were issued
pursuant to the Pooling and Servicing Agreement, dated as of __________, 200_
(the "Pooling and Servicing Agreement"), between Structured Asset Securities
Corporation II, as depositor, ___________________, as master servicer,
___________________, as special servicer, ___________________, as trustee, and
___________________, 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.

               3. The Transferor has at the time of this transfer conducted a
     reasonable investigation of the financial condition of the Transferee (or
     the beneficial owners of the Transferee if it is classified as a
     partnership under the Internal Revenue Code of 1986, as amended) as
     contemplated by Treasury regulations section 1.860E-1(c)(4)(i) and, as a
     result of that investigation, the Transferor has determined that the
     Transferee has historically paid its debts as they became due and has found
     no significant evidence to indicate that the Transferee will not continue
     to pay its debts as they become due in the future. The Transferor
     understands that the transfer of the Residual Interest Certificates may not
     be respected for United States


                                      H-2-1



     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,

                                        ----------------------------------------
                                        Print Name of Transferor


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      H-2-2



                                   EXHIBIT I-1

                       FORM OF NOTICE AND ACKNOWLEDGEMENT

                                     [Date]

[Fitch, Inc.]
One State Street Plaza
New York, New York 10004]

[Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York 10041]
Attn: Commercial Mortgage Surveillance

Ladies and Gentlemen:

          This notice is being delivered pursuant to Section 6.09 of the Pooling
and Servicing Agreement, dated as of __________, 200_ and relating to LB-UBS
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
200_-C_ (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]
[________________ Note B Non-Trust Mortgage Loan Noteholder has] designated
________________ to serve as the Special Servicer under the Agreement [with
respect to [the ______________ Loan Combination or any related REO Property]
[the Mortgage Pool [(other than __________________)]].

          The designation of __________________ as Special Servicer [with
respect to [the ______________ Loan Combination or any related REO Property]
[the Mortgage Pool [(other than __________________)]] 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 [with respect to [the ______________
Loan Combination or any related REO Property] [the Mortgage Pool [(other than
__________________)]] were to serve as such, such event would not result in the
qualification, downgrade or withdrawal of the rating or ratings assigned by you
to one or more Classes of the Certificates. Accordingly, such confirmation is
hereby requested as soon as possible.


                                      I-1-1



          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,


                                        -------------------,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

Receipt acknowledged:

[FITCH, INC.]


By:
    ------------------------------------
Name:
Title:
Date:


[STANDARD & POOR'S RATINGS SERVICES]


By:
    ------------------------------------
Name:
Title:
Date:


                                      I-1-2



                                   EXHIBIT I-2

              FORM OF ACKNOWLEDGEMENT OF PROPOSED SPECIAL SERVICER

                                     [Date]

[TRUSTEE]
[FISCAL AGENT]
[MASTER SERVICER]
[DEPOSITOR]

          Re: LB-UBS Commercial Mortgage Trust 200_-C_,
              Commercial Mortgage Pass-Through Certificates, Series 200_-C_

Ladies and Gentlemen:

          Pursuant to Section 6.09 of the Pooling and Servicing Agreement, dated
as of __________, 200_, relating to LB-UBS Commercial Mortgage Trust 200_-C_,
Commercial Mortgage Pass-Through Certificates, Series 200_-C_ (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 [with respect to [the ______________ Loan Combination or any related
REO Property] [the Mortgage Pool [(other than __________________)]]. 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 [with respect to [the ______________ Loan
Combination or any related REO Property] [the Mortgage Pool [(other than
__________________)]]. The undersigned hereby makes, as of the date hereof, the
representations and warranties set forth in Section 3.24 of the Agreement, with
the following corrections with respect to type of entity and jurisdiction of
organization: ____________________.

          Capitalized terms used but not defined herein have the respective
meanings assigned thereto in the Agreement.

                                        [NAME OF PROPOSED SPECIAL SERVICER]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      I-2-1



                                    EXHIBIT J

                        FORM OF UCC-1 FINANCING STATEMENT


                                       J-1



                                                                      SCHEDULE 1

          This Schedule 1 is attached to and incorporated in a financing
statement pertaining to Structured Asset Securities Corporation II, as depositor
(referred to as the "Debtor" for the purpose of this financing statement only),
and ___________________, as trustee for the holders of the LB-UBS Commercial
Mortgage Trust 200_-C_, Commercial Mortgage Pass-Through Certificates, Series
200_-C_ (referred to as the "Secured Party" for purposes of this financing
statement only), under that certain Pooling and Servicing Agreement, dated as of
__________, 200_ (the "Pooling and Servicing Agreement"), between the Debtor, as
depositor, the Secured Party, as trustee (the "Trustee"), ___________________,
as master servicer (the "Master Servicer"), ___________________, as special
servicer (the "Special Servicer"), and ___________________, as fiscal agent,
relating to the issuance of the LB-UBS Commercial Mortgage Trust 200_-C_,
Commercial Mortgage Pass-Through Certificates, Series 200_-C_ (the "Series
200_-C_ Certificates"). Capitalized terms used herein and not defined shall have
the respective meanings given to them in the Pooling and Servicing Agreement.

          The attached financing statement covers all of the Debtor's right
(including the power to convey title thereto), title and interest in and to the
Trust Fund created pursuant to the Pooling and Servicing Agreement, consisting
of the following:

          (1) the mortgage loans listed on the Trust Mortgage Loan Schedule
attached hereto as Exhibit A (the "Mortgage Loans");

          (2) the note or other evidence of indebtedness of the related borrower
under each Mortgage Loan (the "Mortgage Note"), the related mortgage, deed of
trust or other similar instrument securing such Mortgage Note (the "Mortgage")
and each other legal, credit and servicing document related to such Mortgage
Loan (collectively with the related Mortgage Note and Mortgage, the "Mortgage
Loan Documents");

          (3) (a) the UBS/Depositor Mortgage Loan Purchase Agreement; and (b)
the respective Co-Lender Agreements;

          (4) (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;

          (5) all REO Property acquired in respect of defaulted Mortgage Loans;

          (6) (a) the REO Accounts and any Loss of Value Reserve Fund required
to be maintained by the Special Servicer pursuant to the Pooling and Servicing
Agreement, (b) all funds from time to time on deposit in the REO Accounts and
any Loss of Value Reserve Fund, (c) any investments of any such funds consisting
of securities, instruments or other obligations, and (d) the general intangibles
consisting of the contractual right to payment, including, without limitation,
the right to


                                       J-2



payments of principal and interest and the right to enforce the related payment
obligations, arising from or under any such investments;

          (7) (a) the Servicing Accounts and the Reserve Accounts required to be
maintained by the Master Servicer and/or the Special Servicer pursuant to the
Pooling and Servicing Agreement, (b) all funds from time to time on deposit in
the Servicing Accounts and the Reserve Accounts, (c) the investments of any such
funds consisting of securities, instruments or other obligations, and (d) the
general intangibles consisting of the contractual right to payment, including,
without limitation, the right to payments of principal and interest and the
right to enforce the related payment obligations, arising from or under any such
investments;

          (8) (a) the Interest Reserve Account and any Excess Liquidation
Proceeds Account required to be maintained by the Secured Party pursuant to the
Pooling and Servicing Agreement, (b) all funds from time to time on deposit in
the Interest Reserve Account and any Excess Liquidation Proceeds Account, (c)
the investments of any such funds consisting of securities, instruments or other
obligations, and (d) the general intangibles consisting of the contractual right
to payment, including, without limitation, the right to payments of principal
and interest and the right to enforce the related payment obligations, arising
from or under any such investments;

          (9) (a) the Collection Account required to be maintained by the
Secured Party pursuant to the Pooling and Servicing Agreement, (b) all funds
from time to time on deposit in the Collection Account, (c) the investments of
any such funds consisting of securities, instruments or other obligations, and
(d) the general intangibles consisting of the contractual right to payment,
including, without limitation, the right to payments of principal and interest
and the right to enforce the related payment obligations, arising from or under
any such investments;

          (10) 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;

          (12) any and all general intangibles (as defined in the Uniform
Commercial Code) consisting of, arising from or relating to any of the
foregoing; and

          (13) 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 200_-C_ 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


                                       J-3



LOAN DOCUMENT. IN ADDITION, THE REFERENCES HEREIN TO SECURITIES, INSTRUMENTS AND
OTHER OBLIGATIONS SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY SUCH
SECURITY, INSTRUMENT OR OTHER OBLIGATION IS NOT AN INSTRUMENT, A CERTIFICATED
SECURITY OR AN UNCERTIFICATED SECURITY WITHIN THE MEANING OF THE UNIFORM
COMMERCIAL CODE, AS IN EFFECT IN ANY APPLICABLE JURISDICTION, NOR SHOULD THIS
FINANCING STATEMENT BE CONSTRUED AS A CONCLUSION THAT A FILING IS NECESSARY TO
PERFECT THE OWNERSHIP OR SECURITY INTEREST OF THE SECURED PARTY IN THE
CONTRACTUAL RIGHT TO PAYMENT, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO
PAYMENTS OF PRINCIPAL AND INTEREST AND THE RIGHT TO ENFORCE THE RELATED PAYMENT
OBLIGATIONS, ARISING FROM OR UNDER ANY SUCH SECURITY, INSTRUMENT OR OTHER
OBLIGATION. WITH RESPECT TO THE FOREGOING, THIS FILING IS MADE ONLY IN THE EVENT
OF CONTRARY ASSERTIONS BY THIRD PARTIES.

A PURCHASE OF OR SECURITY INTEREST IN ANY COLLATERAL DESCRIBED IN THIS FINANCING
STATEMENT WILL VIOLATE THE RIGHTS OF THE SECURED PARTY.


                                       J-4



                             EXHIBIT A TO SCHEDULE 1

                 (See Schedule I- Trust Mortgage Loan Schedule)


                                       J-5



                                    EXHIBIT K

        SUB-SERVICERS IN RESPECT OF WHICH SUB-SERVICING AGREEMENTS ARE IN
                EFFECT OR BEING NEGOTIATED AS OF THE CLOSING DATE


                                       K-1



                                   EXHIBIT L-1

               FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION
              FOR WEBSITE ACCESS FROM CERTIFICATE [HOLDER] [OWNER]

                                     [Date]

[____________________

Attention: Global Securities and Trust Services Group--
           LB-UBS Commercial Mortgage Trust 200_-C_]

____________________

Attention: LB-UBS Commercial Mortgage Trust 200_-C_

           Re: LB-UBS Commercial Mortgage Trust 200_-C_,
               Commercial Mortgage Pass-Through Certificates, Series 200_-C_

          In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of __________, 200_ (the "Pooling and Servicing Agreement"),
between Structured Asset Securities Corporation II, as depositor (the
"Depositor"), ___________________, as master servicer, ___________________, as
special servicer, ___________________, as trustee (the "Trustee"), and
___________________, as fiscal agent, with respect to LB-UBS Commercial Mortgage
Trust 200_-C_, Commercial Mortgage Pass-Through Certificates, Series 200_-C_
(the "Certificates"), the undersigned hereby certifies and agrees as follows:

          1. The undersigned is a [beneficial owner] [registered holder] of the
Class _____ Certificates.

          2. The undersigned is requesting (Please check as applicable):

               (i) ____ the information (the "Information") identified on the
          schedule attached hereto pursuant to Section 8.14 of the Pooling and
          Servicing Agreement; or

               (ii) ____ a password [and username] pursuant to Section 4.02 of
          the Pooling and Servicing Agreement for access to information (also,
          the "Information") provided on the [Trustee's] [Master Servicer's]
          Internet Website.


                                      L-1-1



          3. In connection with accessing the website of the [Master Servicer]
[Trustee], the undersigned hereby agrees to register, execute or accept an
access agreement and accept a disclaimer, as and to the extent required by the
[Master Servicer] or [Trustee] in accordance with Section 4.02 of the Pooling
and Servicing Agreement.

          4. In consideration of the [Trustee's] [Master Servicer's] disclosure
to the undersigned of the Information, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in evaluating
its interest in Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities to which the undersigned is
subject), and such Information will not, without the prior written consent of
the [Trustee] [Master Servicer], be disclosed by the undersigned or by its
officers, directors, partners, employees, agents or representatives
(collectively, the "Representatives") in any manner whatsoever, in whole or in
part; provided that the undersigned may provide all or any part of the
Information to any other person or entity that holds or is contemplating the
purchase of any Certificate or interest therein, but only if such person or
entity confirms in writing such ownership interest or prospective ownership
interest and agrees to keep it confidential.

          5. The undersigned will not use or disclose the Information in any
manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of
1934, as amended, or would require registration of any Non-Registered
Certificate pursuant to Section 5 of the Securities Act.

          IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.

                                        [BENEFICIAL OWNER OF A CERTIFICATE]
                                        [REGISTERED HOLDER OF A CERTIFICATE]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

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

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      L-1-2



                                   EXHIBIT L-2

         FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION FOR WEBSITE
                        ACCESS FROM PROSPECTIVE INVESTOR

                                     [Date]

[____________________

Attention: Global Securities and Trust Services Group--
           LB-UBS Commercial Mortgage Trust 200_-C_]

____________________

Attn: LB-UBS Commercial Mortgage Trust 200_-C_

          Re: LB-UBS Commercial Mortgage Trust 200_-C_,
              Commercial Mortgage Pass-Through Certificates, Series 200_-C_

          In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of __________, 200_ (the "Pooling and Servicing Agreement"),
between Structured Asset Securities Corporation II, as depositor (the
"Depositor"), ___________________, as master servicer, ___________________, as
special servicer, ___________________, as trustee (the "Trustee"), and
___________________, as fiscal agent with respect to LB-UBS Commercial Mortgage
Trust 200_-C_, Commercial Mortgage Pass-Through Certificates, Series 200_-C_
(the "Certificates"), the undersigned hereby certifies and agrees as follows:

          1. The undersigned is contemplating an investment in the Class _____
Certificates.

          2. The undersigned is requesting (please check as applicable):

               (i) ____ information (the "Information") for use in evaluating
          the possible investment described above as identified on the schedule
          attached hereto pursuant to Section 8.14 of the Pooling and Servicing
          Agreement; or

               (ii) ____ a password [and username] pursuant to Section 4.02 of
          the Pooling and Servicing Agreement for access to information (also,
          the "Information") provided on the [Trustee's] [Master Servicer's]
          Internet Website.


                                      L-2-1



          3. In connection with accessing the website of the [Master Servicer]
[Trustee], the undersigned hereby agrees to register, execute or accept an
access agreement and accept a disclaimer, as and to the extent required by the
[Master Servicer] or [Trustee] in accordance with Section 4.02 of the Pooling
and Servicing Agreement.

          4. In consideration of the [Trustee's] [Master Servicer's] disclosure
to the undersigned of the Information, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making the
investment decision described in paragraph 1 above, from its accountants and
attorneys, and otherwise from such governmental or banking authorities and
agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the [Trustee] [Master Servicer], be
disclosed by the undersigned or by its officers, directors, partners, employees,
agents or representatives (collectively, the "Representatives") in any manner
whatsoever, in whole or in part.

          5. The undersigned will not use or disclose the Information in any
manner which could result in a violation of any provision of the Securities Act
of 1933, as amended ( the "Securities Act"), or the Securities Exchange Act of
1934, as amended, or would require registration of any Non-Registered
Certificate pursuant to Section 5 of the Securities Act.

          IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.

                                        [PROSPECTIVE PURCHASER OF A CERTIFICATE
                                        OR INTEREST THEREIN]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                        ________________________________________


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      L-2-2



                                    EXHIBIT M

                        FORM OF DEFEASANCE CERTIFICATION


                                       M-1



                        FORM OF NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

  For Mortgage Loans: (a) having an unpaid balance of $20,000,000 or less, (b)
  that constitute less than 5% of the aggregate unpaid principal balance of the
   Mortgage Pool, or (c) that are not then one of the ten largest (measured by
          unpaid principal balance) Mortgage Loans in the Mortgage Pool

To: [Fitch, Inc.
    One State Street Plaza
    New York, New York 10004]

    [Standard & Poor's Ratings Services,
    a division of The McGraw-Hill Companies, Inc.
    55 Water Street
    New York, New York 10041
    Attn: Commercial Mortgage Surveillance]

From: _____________________________________, in its capacity as master servicer
     (the "Master Servicer") under the Pooling and Servicing Agreement dated as
     of __________, 200_ (the "Pooling and Servicing Agreement"), between
     Structured Asset Securities Corporation II, as depositor, the Master
     Servicer, ___________________, as special servicer, ___________________, as
     trustee (the "Trustee"), and ___________________, as fiscal agent.

Date: _________, 20___

     Re: LB-UBS Commercial Mortgage Trust 200_-C_, Commercial Mortgage
         Pass-Through Certificates, Series 200_-C_

          Mortgage loan (the "Mortgage Loan") identified by loan number _____ on
the Trust Mortgage Loan Schedule attached to the Pooling and Servicing Agreement
and heretofore secured by the Mortgaged [Property] [Properties] identified on
the Trust Mortgage Loan Schedule by the following name[s]: _____________________
________________________________________________________________________________

          Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement.

          As Master Servicer under the Pooling and Servicing Agreement, we
hereby:

          1. Notify you that the Mortgagor has consummated a defeasance of the
Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type checked
below:


                                       M-2



          ____ 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 that each of the following is true, and any additional
explanatory notes set forth on Exhibit A hereto:

               a. The Mortgage Loan documents permit the defeasance, and the
     terms and conditions for defeasance specified therein were satisfied in all
     material respects in completing the defeasance.

               b. The defeasance was consummated on __________, 20__.

               c. The defeasance collateral consists of securities that (i)
     constitute "government securities" as defined in Section 2(a)(16) of the
     Investment Company Act of 1940 as amended (15 U.S.C. 80a-1), (ii) are
     listed as "Qualified Investments for 'AAA' Financings" under Paragraphs 1,
     2 or 3 of "Cash Flow Approach" in Standard & Poor's Public Finance Criteria
     2000, as amended to the date of the defeasance, (iii) are rated 'AAA' by
     Standard & Poor's, (iv) if they include a principal obligation, provide for
     a predetermined fixed dollar amount of principal due at maturity that
     cannot vary or change, and (v) are not subject to prepayment, call or early
     redemption. Such securities have the characteristics set forth below:

CUSIP   RATE   MAT   PAY DATES   ISSUED
-----   ----   ---   ---------   ------




               d. The Master Servicer received an opinion of counsel (from
     counsel approved by Master Servicer in accordance with the Servicing
     Standard) that the defeasance will not result in an Adverse REMIC Event.

               e. The Master Servicer determined that the defeasance collateral
     will be owned by an entity (the "Defeasance Obligor") as to which one of
     the statements checked below is true:

          ____ the related Mortgagor was a Single-Purpose Entity (as defined in
               Standard & Poor's Structured Finance Ratings Real Estate Finance
               Criteria, as amended to the date of the defeasance (the "S&P
               Criteria")) as of the date of the defeasance, and after the
               defeasance owns no assets other than the defeasance collateral
               and real property securing Mortgage Loan included in the pool;

          ____ the related Mortgagor designated a Single-Purpose Entity (as
               defined in the S&P Criteria) to own the defeasance collateral; or


                                       M-3



          ____ the Master Servicer designated a Single-Purpose Entity (as
               defined in the S&P Criteria) established for the benefit of the
               Trust to own the defeasance collateral.

               f. The Master Servicer received a broker or similar confirmation
     of the credit, or the accountant's letter described below contained
     statements that it reviewed a broker or similar confirmation of the credit,
     of the defeasance collateral to an Eligible Account (as defined in the S&P
     Criteria) in the name of the Defeasance Obligor, which account is
     maintained as a securities account by the Trustee acting as a securities
     intermediary.

               g. As securities intermediary, the Trustee is obligated to make
     the scheduled payments on the Mortgage Loan from the proceeds of the
     defeasance collateral directly to the Master Servicer's collection account
     in the amounts and on the dates specified in the Mortgage Loan documents
     or, in a partial defeasance, the portion of such scheduled payments
     attributed to the allocated loan amount for the real property defeased,
     increased by any defeasance premium specified in the Mortgage Loan
     documents (the "Scheduled Payments").

               h. The Master Servicer received from the Mortgagor written
     confirmation from a firm of independent certified public accountants, who
     were approved by the Master Servicer in accordance with the Servicing
     Standard, stating that (i) revenues from principal and interest payments
     made on the defeasance collateral (without taking into account any earnings
     on reinvestment of such revenues) will be sufficient to timely pay each of
     the Scheduled Payments after the defeasance including the payment in full
     of the Mortgage Loan (or the allocated portion thereof in connection with a
     partial defeasance) on its Maturity Date (or, in the case of an ARD
     Mortgage Loan, on its Anticipated Repayment Date or on the date when any
     open prepayment period set forth in the related Mortgage Loan documents
     commences), (ii) the revenues received in any month from the defeasance
     collateral will be applied to make Scheduled Payments within four (4)
     months after the date of receipt, and (iii) interest income from the
     defeasance collateral to the Defeasance Obligor in any calendar or fiscal
     year will not exceed such Defeasance Obligor's interest expense for the
     Mortgage Loan (or the allocated portion thereof in a partial defeasance)
     for such year.

               i. The Master Servicer received opinions from counsel, who were
     approved by the Master Servicer in accordance with the Servicing Standard,
     that (i) the agreements executed by the Mortgagor and/or the Defeasance
     Obligor in connection with the defeasance are enforceable against them in
     accordance with their terms, and (ii) the Trustee will have a perfected,
     first priority security interest in the defeasance collateral described
     above.

               j. The agreements executed in connection with the defeasance (i)
     permit reinvestment of proceeds of the defeasance collateral only in
     Permitted Investments (as defined in the S&P Criteria), (ii) permit release
     of surplus defeasance collateral and earnings on reinvestment to the
     Defeasance Obligor or the Mortgagor only after the Mortgage Loan has been
     paid in full, if any such release is permitted, (iii) prohibit any
     subordinate liens against the defeasance collateral, and (iv) provide for
     payment from sources other than the defeasance collateral or other assets
     of the Defeasance Obligor of all fees and expenses of the securities
     intermediary for administering the defeasance and the securities account
     and all fees and expenses of maintaining the existence of the Defeasance
     Obligor.


                                       M-4



               k. The entire unpaid principal balance of the Mortgage Loan as of
     the date of defeasance was $___________. Such Mortgage Loan (a) has an
     unpaid balance of $20,000,000 or less, (b) constitutes less than 5% of the
     aggregate unpaid principal balance of the Mortgage Pool, or (b) is not one
     of the ten largest (measured by unpaid principal balance) mortgage loans in
     the Mortgage Pool, in each such case, as of the date of the most recent
     Distribution Date Statement received by us (the "Current Report") .

          3. The defeasance described herein, together with all prior and
simultaneous defeasances of mortgage loans, brings the total of all fully and
partially defeased mortgage loans in the Mortgage Pool to $__________________,
which is _____% of the aggregate unpaid principal balance of the Mortgage Pool
as of the date of the Current Report.

          4. Certify that Exhibit B hereto is a list of the material agreements,
instruments, organizational documents for the Defeasance Obligor, and opinions
of counsel and independent accountants executed and delivered in connection with
the defeasance described above and that originals or copies of such agreements,
instruments and opinions have been transmitted to the Trustee (or a Custodian on
its behalf) for placement in the related Mortgage File or, to the extent not
required to be part of the related Mortgage File, are in the possession of the
Master Servicer as part of the Master Servicer's servicing file.

          5. Certify and confirm that the determinations and certifications
described above were rendered in accordance with the Servicing Standard set
forth in, and the other applicable terms and conditions of, the Pooling and
Servicing Agreement.

          6. Certify that the individual under whose hand the Master Servicer
has caused this Notice and Certification to be executed did constitute a
Servicing Officer as of the date of the defeasance described above.

          7. Agree to provide copies of all items listed in Exhibit B to you
upon request.

          IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.

                                             [MASTER SERVICER]


                                             By:
                                                 -------------------------------
                                             Name:
                                             Title:


                                       M-5



                                    EXHIBIT N

                      FORM OF SELLER/DEPOSITOR NOTIFICATION

                                     [Date]

[Structured Asset Securities Corporation II     [___________________
745 Seventh Avenue                              N
New York, New York 10019                        Attn: LB-UBS Commercial Mortgage
Attention: David Nass]                          Trust 200_-C_]

[UBS Securities LLC                             [___________________
1285 Avenue of the Americas
New York, New York 10019                        Attention: LB-UBS Commercial
Attention: Robert Pettinato]                    Mortgage Trust 200_-C_]

[Controlling Class Representative (if known)]   [___________________

                                                Attention: Global Securities and
                                                Trust Services Group-LB-UBS
                                                Commercial Mortgage Trust
                                                200_-C_]

          Re: LB-UBS Commercial Mortgage Trust 200_-C_, Commercial Mortgage
              Pass-Through Certificates, Series 200_-C_

Ladies and Gentlemen:

          This notice is being delivered pursuant to Section 2.03 of the Pooling
and Servicing Agreement, dated as of __________, 200_ (the "Agreement"),
relating to the captioned commercial mortgage pass-through certificates (the
"Certificates"). Capitalized terms used but not otherwise defined herein shall
have the respective meanings assigned to them in the Agreement.

          This notice is being delivered with respect to the [Mortgage Loan
identified on the Trust Mortgage Loan Schedule as Mortgage Loan number [__], and
secured by the Mortgaged Property identified on the Trust Mortgage Loan Schedule
as _________________ (the "Subject Trust Mortgage Loan")]; [the Mortgage
Loan/Loans identified on Exhibit A to Schedule I attached hereto (the "Subject
Trust Mortgage Loans")].

          Check which of the following applies:

          ______    We hereby advise you that a Material Document Defect or
                    Material Breach [may exist] [exists] with respect to the
                    Subject Trust Mortgage [Loan] [Loans] due to the occurrence
                    set forth on Schedule 1 attached hereto.


                                      N-1



          ______    We hereby request that you cure the Material Document Defect
                    or Material Breach in all material respects with respect to
                    the Subject Trust Mortgage [Loan] [Loans] or repurchase the
                    Subject Trust Mortgage [Loan] [Loans] within the time period
                    and subject to the conditions provided for in [Section
                    2.03(a) of the Agreement] [Section 5(a) of the UBS/Depositor
                    Mortgage Loan Purchase Agreement].

          ______    We hereby advise you that a Servicing Transfer Event has
                    occurred with respect to the Subject Trust Mortgage [Loan]
                    [Loans] due to the occurrence set forth on Schedule 1
                    attached hereto (and a Material Document Defect has occurred
                    as set forth above or on a previous Seller/Depositor
                    Notification).

          ______    We hereby advise you that an assumption [is proposed] [has
                    occurred] with respect to the Subject Trust Mortgage [Loan]
                    [Loans], as further described on Schedule 1 attached hereto
                    (and a Material Document Defect has occurred as set forth
                    above or on a previous Seller/Depositor Notification).

          ______    Under the circumstances contemplated by the last paragraph
                    of [Section 2.03(a) of the Agreement] [Section 5(a) of the
                    UBS/Depositor Mortgage Loan Purchase Agreement], we hereby
                    advise you that both (A) the applicable Resolution Extension
                    Period has expired and (B) a [Servicing Transfer Event]
                    [proposed] [actual] assumption] has occurred with respect to
                    the Subject Trust Mortgage [Loan] [Loans]; therefore, we
                    hereby direct you to cure the subject Material Document
                    Defect in all material respects within 15 days of receipt of
                    this Seller/Depositor Notification.

          ______    We hereby advise you that the 15-day period set forth in the
                    preceding paragraph has expired and we hereby notify you
                    that the [Master Servicer] [Special Servicer] has elected to
                    perform your cure obligations with respect to the subject
                    Material Document Defect and the Subject Trust Mortgage
                    [Loan] [Loans].


                                       N-2



          ______    We hereby request that you repurchase the Subject Trust
                    Mortgage [Loan] [Loans] or any related REO Property to the
                    extent required by [Section 2.03(a) of the Agreement]
                    [Section 5(a) of the UBS/Depositor Mortgage Loan Purchase
                    Agreement].

                                        Very truly yours,


                                        [___________________,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                           Name:
                                           Title:]


                                        [___________________,
                                        as Master Servicer


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:]


                                        [___________________,
                                        as Special Servicer


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:]

          In the event this notice constitutes a request to repurchase the
Subject Trust Mortgage [Loan] [Loans], a copy of this Seller/Depositor
Notification has been delivered to each of:

          (i)  Counsel to the UBS Mortgage Loan Seller:

               Cadwalader, Wickersham & Taft LLP
               100 Maiden Lane
               New York, New York 10038
               Attention: Anna Glick;


                                       N-3



          and

          (ii) Internal Counsel to the Depositor/Lehman Mortgage Loan Seller:

               Lehman Brothers Holdings Inc.
               745 Seventh Avenue
               New York, New York 10019
               Attention: Scott Lechner


                                       N-4



                                                                      SCHEDULE 1

          Mortgage Loan Number: [________________] [See Exhibit A hereto]

          Name of Mortgaged Property: __________________________________________

          Material Breach: Explain the nature of the Material Breach: __________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

          [Potential] Material Document Defect: [List the affected documents and
describe nature of the Material Document Defect:] [The Subject Trust Mortgage
[Loan] [Loans] have the document defects outlined on Exhibit A hereto] _________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

          Servicing Transfer Event/Assumption: Explain the nature of the
Servicing Transfer Event/Assumption: ___________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

          Other: Set forth any necessary additional information: _______________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________


                                       N-5



                                    EXHIBIT O

                    FORM OF CONTROLLING CLASS REPRESENTATIVE
                            CONFIDENTIALITY AGREEMENT

                                     [Date]

[___________________

Attention: Global Securities and Trust Services Group--
           LB-UBS Commercial Mortgage Trust 200_-C_]

[___________________

Attn: LB-UBS Commercial Mortgage Trust 200_-C_]

[___________________

Attention: LB-UBS Commercial Mortgage Trust 200_-C_]

          Re: LB-UBS Commercial Mortgage Trust 200_-C_,
              Commercial Mortgage Pass-Through Certificates, Series 200_-C_

          In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of __________, 200_ the ("Pooling and Servicing Agreement"),
between Structured Asset Securities Corporation II, as depositor (the
"Depositor"), ___________________, as master servicer, ___________________, as
special servicer, ___________________, as trustee (the "Trustee"), and
___________________, as fiscal agent with respect to LB-UBS Commercial Mortgage
Trust 200_-C_, Commercial Mortgage Pass-Through Certificates, Series 200_-C_
(the "Certificates"), the undersigned hereby certifies and agrees as follows:

          1. The undersigned is the Controlling Class Representative.

          2. The undersigned will keep the information (the "Information")
obtained from time to time pursuant to the Pooling and Servicing Agreement
confidential (except for Information with respect to tax treatment or tax
structure), and such Information will not, without the prior written consent of
the [Trustee] [Master Servicer], be disclosed by the undersigned or by its
officers, directors, partners, employees, agents or representatives
(collectively, the "Representatives") in any manner whatsoever, in whole or in
part (other than for the purpose of communicating with the Controlling Class or
counsel); provided that the undersigned may provide all or any part of the
Information to any other person or entity that holds or is contemplating the
purchase of any Certificate or interest therein, but only if such person or
entity confirms in writing such ownership interest or prospective ownership
interest and agrees to keep it confidential.


                                       O-1



          3. The undersigned will not use or disclose the Information in any
manner which could result in a violation on the part of any person or entity of
any provision of the Securities Act of 1933, as amended (the "Securities Act"),
or the Securities Exchange Act of 1934, as amended, or would require
registration of any Non-Registered Certificate pursuant to Section 5 of the
Securities Act.

          4. The undersigned confirms its acceptance of its appointment as
Controlling Class Representative. Notices and other correspondences should be
delivered to: [Name/ Address/ Phone/ Facsimile/ Email]. Below is a list of
officers or employees with whom parties to the Pooling and Servicing Agreement
may deal with.

      NAME             TITLE          WORK ADDRESS    FACSIMILE NUMBER
---------------   ---------------   ---------------   ----------------
[_____________]   [_____________]   [_____________]    [_____________]
[_____________]   [_____________]   [_____________]    [_____________]

          To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Pooling and Servicing Agreement.

          IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.

                                        [CONTROLLING CLASS REPRESENTATIVE]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


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


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       O-2



                                    EXHIBIT P

                      FORM OF TRUSTEE BACKUP CERTIFICATION
                           TO BE PROVIDED TO DEPOSITOR

          Re: LB-UBS Commercial Mortgage Trust 200_-C_ (the "Trust") Commercial
              Mortgage Pass-Through Certificates, Series 200_-C_ (the
              "Certificates")

          Pursuant to Section 8.15 of the Pooling and Servicing Agreement, dated
as of __________, 200_ (the "Pooling and Servicing Agreement"), between
Structured Asset Securities Corporation II as depositor (the "Depositor"),
___________________ as trustee (the "Trustee"), ___________________ as fiscal
agent, ___________________ as master servicer (the "Master Servicer") and
___________________ as special servicer (the "Special Servicer"), relating to
the Certificates, the undersigned, a ____________________ of the Trustee and on
behalf of the Trustee, hereby certifies to ___________________ (the "Certifying
Party") and to ____________________ as the officer executing the subject
certification pursuant to the Sarbanes-Oxley Act of 2002 (the "Certifying
Officer") and its partners, representatives, affiliates, members, managers,
directors, officers, employees and agents, to the extent that the following
information is within our normal area of responsibilities and duties under the
Pooling and Servicing Agreement, and with the knowledge and intent that they
will rely upon this certification, that:

               1. I have reviewed the annual report on Form 10-K for the fiscal
     year _______, and all reports on Form 10-D and Form 8-K filed in respect of
     periods included in the year covered by that annual report, of the Trust;

               2. Based on my knowledge, and assuming the accuracy of the
     statements required to be made in the Master Servicer Backup Certification
     and in the Special Servicer Backup Certification (in each case, to the
     extent that such statements are relevant to the statements made in this
     Trustee Backup Certification), that the information in such reports
     relating to distributions on and/or characteristics (including Certificate
     Principal Balances, Certificate Notional Amounts and Pass-Through Rates) of
     the Certificates, taken as a whole, does not contain any untrue statement
     of material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading as of the last day of the period covered by the
     subject Annual Report on Form 10-K;

               3. To the best of my knowledge, the information in such reports
     relating to distributions on and/or characteristics (including Certificate
     Principal Balances, Certificate Notional Amounts and Pass-Through Rates) of
     the Certificates includes all information of such type required to be
     included in the Distribution Date Statement for the relevant period covered
     by the subject Annual Report on Form 10-K;

               4. To the best of my knowledge, such information includes all
     Servicer Reports and Additional Designated Servicing Information provided
     to the Trustee by the Master Servicer and/or the Special Servicer
     hereunder; and

               5. All reports on assessment of compliance with the Sevicing
     Criteria for asset backed securities and their related attestation reports
     on assessment of compliance with the Servicing Criteria for asset backed
     securities required to be provided by the Trustee under the Pooling and
     Servicing Agreement have been provided by the Trustee and comply with
     Regulation AB under the Securities Act of 1933. Based on my knowledge,
     there are no significant deficiencies relating to the Trustee's compliance
     with the Servicing Criteria based upon the report provided by a registered
     public accounting firm, after conducting a review in compliance with the
     standards for attestation engagements issued or adopted by the PCAOB,
     delivered to the Depositor pursuant to Section 3.14 of the Pooling and
     Servicing Agreement, except as disclosed in such report.

     This certification is being signed on behalf of the Trustee by an officer
     of the Trustee responsible for reviewing the activities performed by the
     Trustee under the Pooling and Servicing Agreement or the applicable
     sub-servicing agreement or primary servicing agreement.


                                       P-1



          Capitalized terms used herein and not defined shall have the
respective meanings given to them in the Pooling and Servicing Agreement.

Date:

                                        [NAME OF TRUSTEE]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       P-2



                                    EXHIBIT Q

                  FORM OF MASTER SERVICER BACKUP CERTIFICATION
                           TO BE PROVIDED TO DEPOSITOR

          Re: LB-UBS Commercial Mortgage Trust 200_-C_ (the "Trust") Commercial
              Mortgage Pass-Through Certificates, Series 200_-C_ (the
              "Certificates")

          Pursuant to Section 8.15 of the Pooling and Servicing Agreement, dated
as of __________, 200_ (the "Pooling and Servicing Agreement"), between
Structured Asset Securities Corporation II as depositor (the "Depositor"),
___________________ as trustee (the "Trustee"), ___________________ as fiscal
agent, ___________________ as master servicer (the "Master Servicer") and
___________________ as special servicer (the "Special Servicer"), relating to
the Certificates, the undersigned, a ____________________ of the Master Servicer
and on behalf of the Master Servicer, hereby certifies to ___________________
(the "Certifying Party") and to ____________________ as the officer executing
the subject certification pursuant to the Sarbanes-Oxley Act of 2002 (the
"Certifying Officer") and its partners, representatives, affiliates, members,
managers, directors, officers, employees and agents, to the extent that the
following information is within our normal area of responsibilities and duties
under the Pooling and Servicing Agreement, and with the knowledge and intent
that they will rely upon this certification, that:

               1. I have reviewed all the Servicer Reports and Additional
     Designated Servicing Information delivered by the Master Servicer to the
     Trustee for the fiscal year __________;

               2. Based on my knowledge, and assuming the accuracy of the
     statements required to be made in the Special Servicer Certification (to
     the extent that such statements are relevant to the statements made in this
     Master Servicer Certification), the information in the Servicer Reports and
     Additional Designated Servicing Information delivered by the Master
     Servicer to the Trustee for such year relating to servicing information,
     including information relating to actions of the Master Servicer and/or
     payments and other collections on and characteristics of the Trust Mortgage
     Loans and REO Properties, taken as a whole, does not contain any untrue
     statement of material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading as of the last day of such fiscal
     year;

               3. Based on my knowledge, and assuming the accuracy of the
     statements required to be made in the Special Servicer Certification (to
     the extent that such statements are relevant to the statements made in this
     Master Servicer Certification), the information in the Servicer Reports and
     Additional Designated Servicing Information delivered by the Master
     Servicer to the Trustee for such year relating to servicing information,
     including information relating to actions of the Master Servicer and/or
     payments and other collections on and characteristics of the Trust Mortgage
     Loans and REO Properties, includes all information of such type required to
     be provided by the Master Servicer to the Trustee under the Pooling and
     Servicing Agreement for such year;

               4. Based on my knowledge and the compliance reviews conducted in
     preparing the Master Servicer's Annual Performance Certification under the
     Pooling and Servicing Agreement, and except as disclosed in the Annual
     Performance Certification delivered to the Depositor pursuant to Section
     3.14 in the Pooling and Servicing Agreement, the Master Servicer has
     fulfilled its obligation under the Pooling and Servicing Agreement;



                                       Q-1



               5. I am responsible for reviewing the activities performed by the
     Master Servicer under the Pooling and Servicing Agreement and, based upon
     the review required under the Pooling and Servicing Agreement, and except
     as disclosed in the Annual Performance Certification delivered by the
     Master Servicer for such year, the Master Servicer has fulfilled its
     obligations under the Pooling and Servicing Agreement;

               6. I have disclosed to the accountants that are to deliver the
     Annual Accountants' Report in respect of the Master Servicer with respect
     to such year all significant deficiencies relating to the Master Servicer's
     compliance with the minimum servicing standards in accordance with a review
     conducted in compliance with the Uniform Single Attestation Program for
     Mortgage Bankers or similar standard as set forth in the Pooling and
     Servicing Agreement; and

               7. All reports on assessment of compliance with the Servicing
     Criteria for asset backed securities and their related attestation reports
     on assessment of compliance with the Servicing Criteria for asset backed
     securities required to be provided by the Master Servicer under the Pooling
     and Servicing Agreement have been provided by the Master Servicer and
     comply with Regulation AB under the 1933 Act. Based on my knowledge, there
     are no significant deficiencies relating to the Master Servicer's
     compliance with the Servicing Criteria based upon the report provided by a
     registered public accounting firm, after conducting a review in compliance
     with the standards for attestation engagements issued or adopted by the
     PCAOB, delivered to the Depositor pursuant to Section 3.14 of the Pooling
     and Servicing Agreement, except as disclosed in such report.

          The foregoing certifications under clauses 2. and 3. above assume that
the following sections and parts of the Prospectus Supplement did not, as of the
date thereof or as of the Closing Date, contain any untrue statement of a
material fact regarding the Mortgage Loan Seller Matters (as defined below) or
omit to state any material fact regarding the Mortgage Loan Seller Matters
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading: "Summary of Prospectus
Supplement--The Underlying Mortgage Loans and the Mortgaged Real Properties",
"Risk Factors--Risks Related to the Underlying Mortgage Loans" and "Description
of the Mortgage Pool" and Annex A-1, Annex A-2, Annex A-3, Annex A-4, Annex A-5,
Annex A-6 and Annex B to the Prospectus Supplement. "Mortgage Loan Seller
Matters" as used in the preceding sentence shall mean the description of the
Mortgage Loans, the Mortgaged Properties and the Mortgagors. In addition,
notwithstanding the foregoing certifications under clauses 2. and 3. above, the
Master Servicer does not make any certification under such clauses 2. and 3.
above with respect to the information in the Servicer Reports and Additional
Designated Servicing Information delivered by the Master Servicer to the Trustee
referred to in such clauses 2. and 3. above that is in turn dependent upon
information provided by (other than, if and to the extent such information has
been provided by such party, the certification under clause 3. above) (a) the
Special Servicer under the Pooling and Servicing Agreement, beyond the
corresponding certification actually provided by the Special Servicer, (b) the
___________________ Master Servicer pursuant to the ___________________
Servicing Agreement, beyond the corresponding certification actually provided by
such ___________________ Master Servicer, (c) the ___________________ Master
Servicer pursuant to the ___________________ Servicing Agreement, beyond the
corresponding certification actually provided by such ___________________ Master
Servicer, and/or (d) the ___________________ Master Servicer pursuant to the
___________________ Servicing Agreement, beyond the corresponding certification
actually provided by such ___________________ Master Servicer; provided, that
clause (d) shall not apply if the ___________________ Master Servicer is the
same entity as, or is an Affiliate of, the Master Servicer. Further,
notwithstanding the foregoing certifications, the Master Servicer does not make
any certification under the foregoing clauses 1. through 5. that is in turn
dependent upon information required to be provided by any Sub-Servicer
identified on Exhibit K to the Pooling and Servicing Agreement, acting under a
Sub-Servicing Agreement that the Master Servicer entered into in connection with
the issuance of the Certificates, or upon the performance by any such
Sub-Servicer of its obligations pursuant to any such Sub-Servicing Agreement, in
each case beyond the respective backup certifications actually provided by such
Sub-Servicer to the Master Servicer with respect to the information that is the
subject of such certification.


                                       Q-2





          This certification is being signed on behalf of the Master Servicer by
an officer of the Master Servicer responsible for reviewing the activities
performed by the Master Servicer under the Pooling and Servicing Agreement or
the applicable sub-servicing agreement or primary servicing agreement.

          Capitalized terms used herein and not defined shall have the
respective meanings given to them in the Pooling and Servicing Agreement.

Date:

                                        [NAME OF MASTER SERVICER]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       Q-3



                                    EXHIBIT R

                  FORM OF SPECIAL SERVICER BACKUP CERTIFICATION
                           TO BE PROVIDED TO DEPOSITOR

          Re: LB-UBS Commercial Mortgage Trust 200_-C_ (the "Trust") Commercial
              Mortgage Pass-Through Certificates, Series 200_-C_ (the
              "Certificates")

          Pursuant to Section 8.15 of the Pooling and Servicing Agreement, dated
as of __________, 200_ (the "Pooling and Servicing Agreement"), between
Structured Asset Securities Corporation II as depositor (the "Depositor"),
___________________ as trustee (the "Trustee"), ___________________ as fiscal
agent, ___________________ as master servicer (the "Master Servicer") and
___________________ as special servicer (the "Special Servicer"), relating to
the Certificates, the undersigned, a ____________________ of the Special
Servicer and on behalf of the Special Servicer, hereby certifies to
___________________ (the "Certifying Party") and to ____________________ as the
officer executing the subject certification pursuant to the Sarbanes-Oxley Act
of 2002 (the "Certifying Officer") and its partners, representatives,
affiliates, members, managers, directors, officers, employees and agents, to the
extent that the following information is within our normal area of
responsibilities and duties under the Pooling and Servicing Agreement, and with
the knowledge and intent that they will rely upon this certification, that:

          1. I have reviewed all the Servicer Reports and Additional Designated
Servicing Information delivered by the Special Servicer to the Master Servicer
and/or the Trustee for the fiscal year ______________ as to the special
servicing by the Special Servicer of specially serviced mortgage loans (the
"Specially Serviced Mortgage Loans") or real properties owned by the Trust that
were acquired through foreclosure of loans as to which the Special Servicer has
servicing responsibilities ("REO Properties");

          2. To the best of my knowledge, the information in the Servicer
Reports and Additional Designated Servicing Information delivered to the Master
Servicer and/or the Trustee by the Special Servicer for such year relating to
servicing information in respect of Specially Serviced Mortgage Loans and REO
Properties, in each case, including information relating to actions of the
Special Servicer and/or payments and other collections on and characteristics of
the Specially Serviced Mortgage Loans and the REO Properties, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of such fiscal year;

          3. To the best of my knowledge, the information in the Servicer
Reports and Additional Designated Servicing Information delivered to the Master
Servicer and/or the Trustee by the Special Servicer for such year relating to
servicing information in respect of Specially Serviced Mortgage Loans and REO
Properties, in each case, including information relating to actions of the
Special Servicer and/or payments and other collections on and characteristics of
the Specially Serviced Mortgage Loans and the REO Properties, includes all
information of such type required to be provided by the Special Servicer to the
Trustee and the Master Servicer under the Pooling and Servicing Agreement;


                                       R-1



          4. I am responsible for reviewing the activities performed by the
Special Servicer under the Pooling and Servicing Agreement, and based upon the
review required by the Pooling and Servicing Agreement, and except as disclosed
in the Annual Performance Certification delivered by the Special Servicer for
such year, the Special Servicer has fulfilled its obligations under the Pooling
and Servicing Agreement;

          5. I have disclosed to the certified public accountants that are to
deliver the Annual Accountants Report in respect of the Special Servicer
required by the Pooling and Servicing Agreement with respect to such year all
significant deficiencies (of which I have knowledge after due inquiry) relating
to the Special Servicer's compliance with the minimum servicing standards in
order to enable them to conduct a review in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar standard as set forth in the
Pooling and Servicing Agreement;

          6. Based on my knowledge and the compliance reviews conducted in
     preparing the Special Servicer's Annual Performance Certification under the
     Pooling and Servicing Agreement, and except as disclosed in the Annual
     Performance Certification delivered to the Depositor pursuant to Section
     3.14 in the Pooling and Servicing Agreement, the Trustee has fulfilled its
     obligations under the Pooling and Servicing Agreement;

          7. All reports on assessment of compliance with the Servicing Criteria
for asset backed securities and their related attestation reports on assessment
of compliance with the Servicing Criteria for asset backed securities required
to be provided by the Special Servicer under the Pooling and Servicing Agreement
have been provided by the Special Servicer and comply with Regulation AB under
the Securities Act of 1933. Based on my knowledge, there are no significant
deficiencies relating to the Special Servicer's compliance with the Servicing
Criteria based upon the report provided by a registered public accounting firm,
after conducting a review in compliance with the standards for attestation
engagements issued or adopted by the PCAOB, delivered to the Depositor pursuant
to Section 3.14 of the Pooling and Servicing Agreement, except as disclosed in
such report.

          The statements in this Certificate are limited to information
regarding the Special Servicer and the Special Servicer's activities under the
Pooling and Servicing Agreement. This Certification does not relate to
information in the Servicer Reports and Additional Designated Servicing
Information relating to any other person or any other topic.

          This certification is being signed on behalf of the Special Servicer
by an officer of the Special Servicer responsible for reviewing the activities
performed by the Special Servicer under the Pooling and Servicing Agreement or
the applicable sub-servicing agreement or primary servicing agreement.

          Capitalized terms used herein and not defined shall have the
respective meanings given to them in the Pooling and Servicing Agreement.

Date: ____________

                                        [NAME OF SPECIAL SERVICER]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       R-2



                                    EXHIBIT S

                     FORM OF OUTSIDE MASTER SERVICER NOTICE

                                     [Date]

[OUTSIDE MASTER SERVICER]
[OUTSIDE TRUSTEE]

          Re: Co-Lender Agreement, dated as of [_________], 200_ (the
              "Co-Lender Agreement") among [SPECIFY PARTIES].

Ladies and Gentlemen:

          This notice is being delivered to you in connection with the Co-Lender
Agreement and pursuant to Section 3.02(c) and Section 6.11(c) of the Pooling and
Servicing Agreement dated as of __________, 200_ (the "Agreement") between
Structured Asset Securities Corporation II, as depositor, ___________________,
as master servicer (the "Master Servicer", which term includes any successor
entity under the Agreement), ___________________, as special servicer,
___________________, as trustee (the "Trustee", which term includes any
successor entity under the Agreement), and ___________________ as fiscal agent,
which Agreement relates to the issuance of the LB-UBS Commercial Mortgage Trust
200_-C_, Commercial Mortgage Pass-Through Certificates, Series 200_-C_. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Co-Lender Agreement.

          [Notice is hereby given that as of __________, 200_, the "Closing
Date" under the Agreement, the Trustee is the holder of [the Note A2 Mortgage
Loan] [Loan 1-A2] (as defined in the Co-Lender Agreement), and, in that
capacity, the Trustee assumes the rights and obligations of the [Note A2 Lender]
[Note 1-A2 Noteholder] under the Co-Lender Agreement.]

          [You are hereby directed to remit to the Master Servicer all amounts
payable to the [Note A2 Lender] [Note 1-A2 Noteholder] under the Co-Lender
Agreement and the governing Servicing Agreement, to the following account:

          Account: [_________]

          Account #: [_______]

          Title: [___________________, as Master Servicer, on behalf of
          ___________________, as Trustee, in trust for the registered holders
          of LB-UBS Commercial Mortgage Trust 200_-C_, Commercial Mortgage
          Pass-Through Certificates, Series 200_-C_, Pool Custodial Account]

          Location: [___________________]]


                                       S-1



          [You are hereby further directed to forward, deliver, or otherwise
make available to the Master Servicer, all reports, statements, documents,
communications and other information that are to be forwarded, delivered or
otherwise made available to the [Note A2 Lender] [Note 1-A2 Noteholder] under
the Co-Lender Agreement and the governing Servicing Agreement, to the following:
[address/facsimile/email address/telephone number]]

          [Please also be advised that [______________], as the initial
"Controlling Class Representative" under the Agreement) is, to the fullest
extent permitted under the Co-Lender Agreement, entitled to exercise any rights
and powers of the Trustee, in its capacity as [Note A2 Lender] [Note 1-A2
Noteholder], under Section [3.02] [4] of the Co-Lender Agreement.]

          [Please also be advised that a new controlling Controlling Class
Representative has been appointed in accordance with Section 6.09(b) of the
Agreement, which new Controlling Class Representative is
_________________________ [include notice information] and such party is, to the
fullest extent permitted under the Co-Lender Agreement, entitled to exercise any
rights and powers of the Trustee, in its capacity as [Note A2 Lender] [Note 1-A2
Noteholder], under Section [3.02] [4] of the Co-Lender Agreement.]

                                        Very truly yours,



                                        --------------------,
                                        as  Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

c.c. [OTHER RELATED NON-TRUST MORTGAGE LOAN NOTEHOLDERS]


                                       S-2