EXECUTION COPY

                      UBS MORTGAGE LOAN PURCHASE AGREEMENT


         Mortgage Loan Purchase Agreement, dated as of August 10, 2004 (the
"Agreement"), between UBS Real Estate Investments Inc. (together with its
successors and permitted assigns hereunder, the "Seller"), UBS Principal Finance
LLC, as an additional party responsible for the Seller's obligations hereunder
(in such capacity, together with its successors and permitted assigns hereunder,
the "Additional Party"), and Structured Asset Securities Corporation II
(together with its successors and permitted assigns hereunder, the "Purchaser").

         The Seller intends to sell and the Purchaser intends to purchase
certain multifamily and commercial mortgage loans (the "Mortgage Loans") as
provided herein. The Purchaser intends to deposit the Mortgage Loans, together
with certain other multifamily and commercial mortgage loans (the "Other Loans";
and, together with the Mortgage Loans, the "Securitized Loans"), into a trust
fund (the "Trust Fund"), the beneficial ownership of which will be evidenced by
multiple classes (each, a "Class") of mortgage pass-through certificates (the
"Certificates") to be identified as the LB-UBS Commercial Mortgage Trust
2004-C6, Commercial Mortgage Pass-Through Certificates, Series 2004-C6. One or
more "real estate mortgage investment conduit" ("REMIC") elections will be made
with respect to the Trust Fund. The Certificates will be issued pursuant to a
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), to be
dated as of August 11, 2004, between the Purchaser, as depositor, Wachovia Bank,
National Association, as master servicer (the "Master Servicer"), Lennar
Partners, Inc., as special servicer (the "Special Servicer") and LaSalle Bank
National Association, as trustee (the "Trustee"). Capitalized terms used but not
defined herein have the respective meanings set forth in the Pooling and
Servicing Agreement, as in effect on the Closing Date.

         The Purchaser has entered into an Underwriting Agreement (the
"Underwriting Agreement"), dated as of the date hereof, with Lehman Brothers
Inc. ("Lehman") and UBS Securities LLC ("UBSS" and, together with Lehman in such
capacity, the "Underwriters"), whereby the Purchaser will sell to the
Underwriters all of the Certificates that are to be registered under the
Securities Act of 1933, as amended (the "Securities Act"). The Purchaser has
also entered into a Certificate Purchase Agreement (the "Certificate Purchase
Agreement"), dated as of the date hereof, with Lehman and UBSS (together in such
capacity, the "Placement Agents"), whereby the Purchaser will sell to the
Placement Agents all of the remaining Certificates (other than the Residual
Interest Certificates).

         In connection with the transactions contemplated hereby, the Seller,
UBS (USA) Inc. (the "Co-Indemnitor"), the Purchaser, the Underwriters and the
Placement Agents have entered into an Indemnification Agreement (the
"Indemnification Agreement"), dated as of the date hereof.

         Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:

         SECTION 1. Agreement to Purchase.

         The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed
hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the
actual Mortgage Loans accepted by the Purchaser





pursuant to the terms hereof. The Mortgage Loans will have an aggregate
principal balance of $516,283,002 (the "Initial UBS Pool Balance") as of the
close of business on the Cut-off Date, after giving effect to any and all
payments of principal due thereon on or before such date, whether or not
received. The purchase and sale of the Mortgage Loans shall take place on August
24, 2004 or such other date as shall be mutually acceptable to the parties
hereto (the "Closing Date"). The consideration for the Mortgage Loans shall
consist of: (A) a cash amount equal to a percentage (mutually agreed upon by the
parties hereto) of the Initial UBS Pool Balance, plus interest accrued on each
Mortgage Loan at the related Mortgage Rate (net of the related Administrative
Cost Rate), for the period from and including August 11, 2004 up to but not
including the Closing Date, which cash amount shall be paid to the Seller or its
designee by wire transfer in immediately available funds (or by such other
method as shall be mutually acceptable to the parties hereto) on the Closing
Date; and (B) a 61.657974% Percentage Interest in each Class of Residual
Interest Certificates (all such Residual Interest Certificates, the "Seller's
Residual Interest Certificates").

         SECTION 2. Conveyance of Mortgage Loans.

         (a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and satisfaction or waiver of the
conditions to closing set forth in Section 7 hereof, the Seller does hereby
sell, transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller (other than the
primary servicing rights) in and to the Mortgage Loans identified on the
Mortgage Loan Schedule as of such date. The Mortgage Loan Schedule, as it may be
amended, shall conform to the requirements set forth in this Agreement and the
Pooling and Servicing Agreement.

         (b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and all
other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date for each Mortgage Loan, but collected after such
date, shall belong to, and be promptly remitted to, the Seller.

         (c) On or before the Closing Date, the Seller shall, on behalf of the
initial Purchaser, deliver to and deposit with (i) the Trustee or a Custodian
appointed thereby, a Mortgage File for each Mortgage Loan in accordance with the
terms of, and conforming to the requirements set forth in, the Pooling and
Servicing Agreement, with copies of each Mortgage File to be delivered by the
Trustee to (x) upon request, the Master Servicer (at the expense of the
Trustee), 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 Seller that relate to the Mortgage Loans.

         (d) The Seller shall, through an Independent third party (the
"Recording/Filing Agent") retained by it, as and in the manner provided in the
Pooling and Servicing Agreement (and in any event within 45 days following the
later of the Closing Date and the date on which all necessary recording or
filing, as applicable, information is available to the Recording/Filing Agent),
cause (i) each assignment of Mortgage, each assignment of Assignment of Leases
and, solely with respect to nursing facilities and hospitality properties
(identified on Schedule VI to the Pooling and Servicing Agreement), each
assignment of Uniform Commercial Code financing statement, in favor of, and
delivered as part of



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the related Mortgage File to, the Trustee, to be submitted for recordation or
filing, as the case may be, in the appropriate public office for real property
records or, solely with respect to nursing facilities and hospitality properties
(identified on Schedule VI to the Pooling and Servicing Agreement), Uniform
Commercial Code financing statements, as appropriate, and (ii) such assignments
to be delivered to the Trustee following their return by the applicable public
recording or filing office, as the case may be, with copies of any such returned
assignments to be delivered by the Trustee to the Master Servicer, at the
expense of the Seller, 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 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, a certified copy of the recorded original shall be
forwarded to the Trustee. If any such document or instrument is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, then the
Seller shall prepare a substitute therefor or cure such defect or cause such to
be done, as the case may be, and the Seller shall deliver such substitute or
corrected document or instrument to the Trustee (or, if the Mortgage Loan is
then no longer subject to the Pooling and Servicing Agreement, to the then
holder of such Mortgage Loan).

         The Seller shall bear the out-of-pocket costs and expenses of all such
recording, filing and delivery contemplated in the preceding paragraph,
including, without limitation, any out-of-pocket costs and expenses that may be
incurred by the Trustee in connection with any such recording, filing or
delivery performed by the Trustee at the Seller's request and the fees of the
Recording/Filing Agent.

         (e) With respect to any Mortgage Loan, the following documents (other
than any document that constitutes part of the Mortgage File for such 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 Mortgage Loan, escrow
agreements, organization documentation for the related mortgagor, organizational
documentation for any related guarantor or indemnitor, if the related guarantor
or indemnitor is an entity, insurance certificates, leases for tenants
representing 25% or more of the annual income with respect to the related
Mortgaged Property, final seismic report and property management agreements, but
in each case, only if the subject document (a) was in fact obtained in
connection with the origination of such Mortgage Loan, (b) relates to the
administration or servicing of such Mortgage Loan, (c) is reasonably necessary
for the ongoing administration and/or servicing of such Mortgage Loan by the
Master Servicer or Special Servicer in connection with its duties under the
Pooling and Servicing Agreement, and (d) is in the possession or under the
control of the Seller shall, within 45 days of the Closing Date, be delivered or
caused to be delivered by the Seller to the Master Servicer (or, at the
direction of the Master Servicer, to the appropriate Sub-Servicer); provided
that the Seller shall not be required to deliver any draft documents, privileged
or other communications, 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.

         (f) After the Seller's transfer of the Mortgage Loans to the Purchaser,
as provided herein, the Seller shall not take any action inconsistent with the
Purchaser's ownership of the Mortgage Loans. Except for actions that are the
express responsibility of another party hereunder or under the Pooling and
Servicing Agreement, and further except for actions that the Seller is expressly
permitted to complete subsequent to the Closing Date, the Seller shall, on or
before the Closing Date, take all actions



                                      -3-



required under applicable law to effectuate the transfer of the Mortgage Loans
by the Seller to the Purchaser.

         (g) In connection with the obligations of the Master Servicer under
Sections 3.01(g) and 3.19(c) of the Pooling and Servicing Agreement, with regard
to each Mortgage Loan that is secured by the interests of the related Mortgagor
in a hospitality property (identified on Schedule VI to the Pooling and
Servicing Agreement) and each Mortgage Loan that has a related letter of credit,
the Seller shall deliver to and deposit with the Master Servicer, on or before
the Closing Date, any related franchise agreement, franchise comfort letter and
the original of such letter of credit. Further, in the event, with respect to a
Mortgage Loan with a related letter of credit, the Master Servicer determines
that a draw under such letter of credit has become necessary under the terms
thereof prior to the assignment of such letter of credit having been effected in
accordance with Section 3.01(g) of the Pooling and Servicing Agreement, the
Seller shall, upon the written direction of the Master Servicer, use its best
efforts to make such draw or to cause such draw to be made on behalf of the
Trustee.

         (h) Pursuant to the Pooling and Servicing Agreement, the Master
Servicer shall review the documents with respect to each Mortgage Loan delivered
by the Seller pursuant to or as contemplated by Section 2(e) and provide the
Seller with a certificate (the "Master Servicer Certification") within 90 days
of the Closing Date acknowledging its receipt of such documents actually
received; provided that such review shall be limited to identifying the document
received, the 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 Seller has not been notified in writing of its failure to deliver any
document with respect to a Mortgage Loan required to be delivered pursuant to or
as contemplated by Section 2(e) hereof prior to the first anniversary of the
date of the Master Servicer Certification, the Seller shall have no obligation
to provide such document.

         SECTION 3. Representations, Warranties and Covenants of Seller and
Additional Party.

         (a) Each of the Seller and the Additional Party (each, for purposes of
this Section 3(a), a "Representing Party") hereby represent and warrant to and
covenant with the Purchaser, as of the date hereof, that:

                  (i) The Representing Party is duly organized or formed, as the
         case may be, validly existing and in good standing as a legal entity
         under the laws of the State of Delaware and possesses all requisite
         authority, power, licenses, permits and franchises to carry on its
         business as currently conducted by it and to execute, deliver and
         comply with its obligations under the terms of this Agreement.

                  (ii) This Agreement has been duly and validly authorized,
         executed and delivered by the Representing Party and, assuming due
         authorization, execution and delivery hereof by the Purchaser,
         constitutes a legal, valid and binding obligation of the Representing
         Party, enforceable against the Representing Party in accordance with
         its terms, except as such enforcement may be limited by (A) bankruptcy,
         insolvency, reorganization, receivership, moratorium or other similar
         laws affecting the enforcement of creditors' rights in general, and (B)
         general equity principles (regardless of whether such enforcement is
         considered in a proceeding in equity or at law).



                                      -4-



                  (iii) The execution and delivery of this Agreement by the
         Representing Party and the Representing Party's performance and
         compliance with the terms of this Agreement will not (A) violate the
         Representing Party's organizational documents, (B) violate any law or
         regulation or any administrative decree or order to which the
         Representing Party is subject, or (C) 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 contract,
         agreement or other instrument to which the Representing Party is a
         party or by which the Representing Party is bound.

                  (iv) The Representing Party is not in default with respect to
         any order or decree of any court or any order, regulation or demand of
         any federal, state, municipal or other governmental agency or body,
         which default might have consequences that would, in the Representing
         Party's reasonable and good faith judgment, materially and adversely
         affect the condition (financial or other) or operations of the
         Representing Party or its properties or have consequences that would
         materially and adversely affect its performance hereunder.

                  (v) The Representing Party is not a party to or bound by any
         agreement or instrument or subject to any organizational document or
         any other corporate or limited liability company (as applicable)
         restriction or any judgment, order, writ, injunction, decree, law or
         regulation that would, in the Representing Party's reasonable and good
         faith judgment, materially and adversely affect the ability of the
         Representing Party to perform its obligations under this Agreement or
         that requires the consent of any third person to the execution and
         delivery of this Agreement by the Representing Party or the performance
         by the Representing Party of its obligations under this Agreement.

                  (vi) Except for the recordation and/or filing of assignments
         and other transfer documents with respect to the Mortgage Loans, as
         contemplated by Section 2(d) hereof, no consent, approval,
         authorization or order of, registration or filing with, or notice to,
         any court or governmental agency or body, is required for the
         execution, delivery and performance by the Representing Party of or
         compliance by the Representing Party with this Agreement or the
         consummation of the transactions contemplated by this Agreement; and no
         bulk sale law applies to such transactions.

                  (vii) No litigation is pending or, to the best of the
         Representing Party's knowledge, threatened against the Representing
         Party that would, in the Representing Party's good faith and reasonable
         judgment, prohibit its entering into this Agreement or materially and
         adversely affect the performance by the Representing Party of its
         obligations under this Agreement.

                  (viii) No proceedings looking toward merger, liquidation,
         dissolution or bankruptcy of the Representing Party are pending or
         contemplated.

         In addition, the Seller hereby further represents and warrants to, and
covenants with, the Purchaser, as of the date hereof, that:

                  (i) Under generally accepted accounting principles ("GAAP")
         and for federal income tax purposes, the Seller will report the
         transfer of the Mortgage Loans to the Purchaser, as provided herein, as
         a sale of the Mortgage Loans to the Purchaser in exchange for the
         consideration specified in Section 1 hereof. In connection with the
         foregoing, the Seller shall



                                      -5-



         cause all of its records to reflect such transfer as a sale (as opposed
         to a secured loan). The consideration received by the Seller upon the
         sale of the Mortgage Loans to the Purchaser will constitute at least
         reasonably equivalent value and fair consideration for the Mortgage
         Loans. The Seller will be solvent at all relevant times prior to, and
         will not be rendered insolvent by, the sale of the Mortgage Loans to
         the Purchaser. The Seller is not selling the Mortgage Loans to the
         Purchaser with any intent to hinder, delay or defraud any of the
         creditors of the Seller. After giving effect to its transfer of the
         Mortgage Loans to the Purchaser, as provided herein, the value of the
         Seller's assets, either taken at their present fair saleable value or
         at fair valuation, will exceed the amount of the Seller's debts and
         obligations, including contingent and unliquidated debts and
         obligations of the Seller, and the Seller will not be left with
         unreasonably small assets or capital with which to engage in and
         conduct its business. The Mortgage Loans do not constitute all or
         substantially all of the assets of the Seller. The Seller 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.

                  (ii) The Seller will acquire the Seller's Residual Interest
         Certificates for its own account and not with a view to, or sale or
         transfer in connection with, any distribution thereof, in whole or in
         part, in any manner that would violate the Securities Act or any
         applicable state securities laws.

                  (iii) The Seller understands that (A) the Seller's Residual
         Interest Certificates have not been and will not be registered under
         the Securities Act or registered or qualified under any applicable
         state securities laws, (B) neither the Purchaser nor any other party is
         obligated so to register or qualify the Seller's Residual Interest
         Certificates and (C) neither the Seller's Residual Interest
         Certificates nor any security issued in exchange therefor or in lieu
         thereof may be resold or transferred unless it is (1) registered
         pursuant to the Securities Act and registered or qualified pursuant to
         any applicable state securities laws or (2) sold or transferred in a
         transaction which is exempt from such registration and qualification
         and the Certificate Registrar has received the certifications and/or
         opinions of counsel required by the Pooling and Servicing Agreement.

                  (iv) The Seller understands that it may not sell or otherwise
         transfer the Seller's Residual Interest Certificates, any security
         issued in exchange therefor or in lieu thereof or any interest in the
         foregoing except in compliance with the provisions of Section 5.02 of
         the Pooling and Servicing Agreement, which provisions it has or, as of
         the Closing Date, will have carefully reviewed, and that the Seller's
         Residual Interest Certificates will bear legends that identify the
         transfer restrictions to which such Certificates are subject.

                  (v) Neither the Seller nor anyone acting on its behalf has (A)
         offered, transferred, pledged, sold or otherwise disposed of any
         Seller's Residual Interest Certificate, any interest in a Seller's
         Residual Interest 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 Seller's Residual Interest
         Certificate, any interest in a Seller's Residual Interest Certificate
         or any other similar security from any person in any manner, (C)
         otherwise approached or negotiated with respect to any Seller's
         Residual Interest Certificate, any interest in a Seller's Residual
         Interest Certificate or any other similar security with any person in
         any manner, (D) made any general solicitation by means of general
         advertising or in any other manner, or (E) taken any



                                      -6-



         other action, that (in the case of any of the acts described in clauses
         (A) through (E) above) would constitute a distribution of the Seller's
         Residual Interest Certificates under the Securities Act, would render
         the disposition of the Seller's Residual Interest Certificates a
         violation of Section 5 of the Securities Act or any state securities
         law or would require registration or qualification of the Seller's
         Residual Interest Certificates pursuant thereto. The Seller will not
         act, nor has it authorized nor will it authorize any person to act, in
         any manner set forth in the foregoing sentence with respect to the
         Seller's Residual Interest Certificates, any interest in the Seller's
         Residual Interest Certificates or any other similar security.

                  (vi) The Seller has been furnished with all information
         regarding (A) the Purchaser, (B) the Seller's Residual Interest
         Certificates and distributions thereon, (C) the nature, performance and
         servicing of the Other Loans, (D) the Pooling and Servicing Agreement
         and the Trust Fund, and (E) all related matters, that it has requested.

                  (vii) The Seller is either (a) a "qualified institutional
         buyer" within the meaning of Rule 144A under the Securities Act or (b)
         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 its equity owners are "accredited investors" as defined in such
         paragraphs and has such knowledge and experience in financial and
         business matters as to be capable of evaluating the merits and risks of
         an investment in the Seller's Residual Interest Certificates. The
         Seller has sought such accounting, legal and tax advice as it has
         considered necessary to make an informed investment decision; and the
         Seller is able to bear the economic risks of such an investment and can
         afford a complete loss of such investment.

                  (viii) The Seller is not a Plan and is not directly or
         indirectly acquiring the Seller's Residual Interest Certificates on
         behalf of, as named fiduciary of, as trustee of or with assets of a
         Plan.

                  (ix) The Seller is a United States Tax Person and is not a
         Disqualified Organization.

         (b) The Seller hereby makes, for the benefit of the Purchaser, with
respect to each Mortgage Loan, as of the Closing Date or as of such other date
expressly set forth therein, each of the representations and warranties set
forth on Exhibit B hereto.

         (c) The Seller intends to transfer the Seller's Residual Interest
Certificates to Wachovia Bank, National Association on or about the Closing
Date; and, in connection therewith, the Seller will comply with all of the
requirements of Section 5.02 of the Pooling and Servicing Agreement, as in
effect on the Closing Date, and applicable law. The Seller hereby directs the
Purchaser to cause the Seller's Residual Interest Certificates to be registered
in the name of Wachovia Bank, National Association upon initial issuance.

         SECTION 4. Representations and Warranties of the Purchaser.

         In order to induce the Seller to enter into this Agreement, the
Purchaser hereby represents and warrants for the benefit of the Seller and the
Additional Party as of the date hereof that:



                                      -7-



                  (i) The Purchaser is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Delaware.
         The Purchaser has the full corporate power and authority and legal
         right to acquire the Mortgage Loans from the Seller and to transfer the
         Mortgage Loans to the Trustee.

                  (ii) This Agreement has been duly and validly authorized,
         executed and delivered by the Purchaser and, assuming due
         authorization, execution and delivery hereof by the Seller and the
         Additional Party, constitutes a legal, valid and binding obligation of
         the Purchaser, enforceable against the Purchaser in accordance with its
         terms, except as such enforcement may be limited by (A) bankruptcy,
         insolvency, reorganization, receivership, moratorium or other similar
         laws affecting the enforcement of creditors' rights in general, and (B)
         general equity principles (regardless of whether such enforcement is
         considered in a proceeding in equity or at law).

                  (iii) The execution and delivery of this Agreement by the
         Purchaser and the Purchaser's performance and compliance with the terms
         of this Agreement will not (A) violate the Purchaser's organizational
         documents, (B) violate any law or regulation or any administrative
         decree or order to which the Purchaser is subject or (C) 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 contract, agreement or other instrument to which the Purchaser
         is a party or by which the Purchaser is bound.

                  (iv) Except as may be required under federal or state
         securities laws (and which will be obtained on a timely basis), no
         consent, approval, authorization or order of, registration or filing
         with, or notice to, any governmental authority or court, is required
         for the execution, delivery and performance by the Purchaser of or
         compliance by the Purchaser with this Agreement, or the consummation by
         the Purchaser of any transaction described in this Agreement.

                  (v) Under GAAP and for federal income tax purposes, the
         Purchaser will report the transfer of the Mortgage Loans by the Seller
         to the Purchaser, as provided herein, as a sale of the Mortgage Loans
         to the Purchaser in exchange for the consideration specified in Section
         1 hereof.

         SECTION 5. Notice of Breach; Cure; Repurchase.

         (a) If the Seller receives written notice with respect to any Mortgage
Loan (i) that any document constituting a part of clauses (i) through (x) of the
definition of Mortgage File has not been executed or is missing (a "Document
Defect") or (ii) of a breach of any of the Seller's representations and
warranties made pursuant to Section 3(b) hereof (each such breach, a "Breach")
relating to any Mortgage Loan, and such Document Defect or Breach materially and
adversely affects the value of the Mortgage Loan at the time of such notice,
then such Document Defect shall constitute a "Material Document Defect" or such
Breach shall constitute a "Material Breach", as the case may be. Then, following
receipt of a Seller/Depositor Notification with respect to such Material
Document Defect or Material Breach, as the case may be, the Seller shall
(subject to Sections 5(f), (g) and (h)), (A) not later than 90 days after (1)
the Seller and the Purchaser have agreed upon the existence of such Material
Document Defect or Material Breach or (2) a court of competent jurisdiction
makes a final non-appealable determination that a Material Document Defect or
Material Breach exists or (B) in the case





                                      -8-



of a Material Document Defect or Material Breach that affects whether a Mortgage
Loan was, as of the Closing Date, is or will continue to be a "qualified
mortgage" within the meaning of the REMIC Provisions (a "Qualified Mortgage"),
not later than 90 days following the discovery by any party of such Material
Document Defect or Material Breach (either such 90-day period, in the case of
(A) or (B), as applicable, the "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 such Material Document Defect or Material Breach, as the case may be,
cannot be cured within the Initial Resolution Period, repurchase the affected
Mortgage Loan (or the related Mortgaged Property) from, and in accordance with
the directions of, the Purchaser or its designee, at a price equal to the
Purchase Price; provided that if (a) such Material Breach or Material Document
Defect, as the case may be, is capable of being cured but not within the
applicable Initial Resolution Period, (b) any such Material Breach or Material
Document Defect, as the case may be, does not affect whether the Mortgage Loan
was, as of the Closing Date, is or will continue to be a Qualified Mortgage, (c)
the Seller has commenced and is diligently proceeding with the cure of such
Material Breach or Material Document Defect, as the case may be, within the
applicable Initial Resolution Period, and (d) the Seller shall have delivered to
the Purchaser a certification executed on behalf of the Seller by an officer
thereof 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 Seller is pursuing in
connection with the cure thereof and stating that the Seller anticipates that
such Material Breach or Material Document Defect, as the case may be, will be
cured within an additional period not to exceed 90 days beyond the end of the
Initial Resolution Period, then the Seller shall have such additional 90-day
period (the "Resolution Extension Period"), to complete such cure or, failing
such, to repurchase the affected Mortgage Loan (or the related Mortgaged
Property); and provided, further, that, if any such Material Document Defect is
still not cured after the Initial Resolution Period and any such Resolution
Extension Period solely due to the failure of the Seller to have received a
recorded document, then the Seller shall be entitled to continue to defer its
cure and repurchase obligations in respect of such Material Document Defect so
long as the Seller certifies to the Purchaser 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 Seller 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 Seller pursuant to Section 2.02(b) of the Pooling and Servicing Agreement
or otherwise nor possession of such certification or schedule by the Seller
shall, in and of itself, constitute delivery of notice of any Material Document
Defect or Material Breach or knowledge or awareness by the Seller of any
Material Document Defect or Material Breach.

         If, during the period of deferral by the Seller of its cure and
repurchase obligations as contemplated by the last proviso of the penultimate
sentence of the preceding paragraph, the Mortgage Loan that is the subject of
the Material Document Defect either becomes a Specially Serviced Mortgage Loan
or becomes the subject of a proposed or actual assumption of the obligations of
the related Mortgagor under such Mortgage Loan, then, following receipt by the
Seller of a Seller/Depositor Notification providing notice of such event, the
Seller shall cure the subject Material Document Defect within the time period
specified in such Seller/Depositor Notification. If, upon the expiration of such
period, the Seller 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 Seller with respect to curing
the subject Material Document Defect and, in the event of such an election,



                                      -9-



the Seller shall pay all reasonable actual out-of-pocket costs and expenses in
connection with the applicable servicer's effecting such cure.

         (b) [Reserved.]

         (c) If one or more (but not all) of the Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased by the Seller as contemplated
by Section 5(a), then, prior to the subject repurchase, the Seller or its
designee shall use reasonable efforts, subject to the terms of the related
Mortgage Loans, to prepare and, to the extent necessary and appropriate, have
executed by the related Mortgagor and record, such documentation as may be
necessary to terminate the cross-collateralization between the Mortgage Loans in
such Cross-Collateralized Group that are to be repurchased, on the one hand, and
the remaining Mortgage Loans therein, on the other hand, such that those two
groups of Mortgage Loans are each secured only by the Mortgaged Properties
identified in the Mortgage Loan Schedule as directly corresponding thereto;
provided that, if such Cross-Collateralized Group is still subject to the
Pooling and Servicing Agreement, then no such termination shall be effected
unless and until (i) the Purchaser or its designee has received from the Seller
(A) an Opinion of Counsel to the effect that such termination will not cause an
Adverse REMIC Event to occur with respect to any REMIC Pool or an Adverse
Grantor Trust Event with respect to the Grantor Trust and (B) written
confirmation from each Rating Agency that such termination will not cause an
Adverse Rating Event to occur with respect to any Class of Certificates and (ii)
the Controlling Class Representative (if one is 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 Seller within 10 Business Days
of the Controlling Class Representative's receipt of a written request for such
consent); and provided, further, that the Seller may, at its option, purchase
the entire Cross-Collateralized Group in lieu of terminating the
cross-collateralization. All costs and expenses incurred by the Purchaser or its
designee pursuant to this paragraph shall be included in the calculation of
Purchase Price for the Mortgage Loan(s) to be repurchased. If the
cross-collateralization of any Cross-Collateralized Group is not or cannot be
terminated as contemplated by this paragraph, then, for purposes of (i)
determining whether any Breach or Document Defect, as the case may be,
materially and adversely affects the interests of the Purchaser or the
Certificateholders in any Mortgage Loan, and (ii) the application of remedies,
such Cross-Collateralized Group shall be treated as a single Mortgage Loan.

         (d) It shall be a condition to any repurchase of a Mortgage Loan by the
Seller pursuant to this Section 5 that the Purchaser shall have executed and
delivered such instruments of transfer or assignment then presented to it by the
Seller (or as otherwise required to be prepared, executed and delivered under
the Pooling and Servicing Agreement), in each case without recourse, as shall be
necessary to vest in the Seller the legal and beneficial ownership of such
Mortgage Loan (including any property acquired in respect thereof or proceeds of
any insurance policy with respect thereto), to the extent that such ownership
interest was transferred to the Purchaser hereunder. If any Mortgage Loan is to
be repurchased as contemplated by this Section 5, the Seller shall amend the
Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and shall
forward such amended schedule to the Purchaser.

         (e) Any repurchase of a Mortgage Loan pursuant to this Section 5 shall
be on a whole loan, servicing released basis. The Seller and the Additional
Party shall have no obligation to monitor the Mortgage Loans regarding the
existence of a Breach or Document Defect. It is understood and



                                      -10-



agreed that the obligations of the Seller set forth in this Section 5 constitute
the sole remedies available to the Purchaser with respect to any Breach or
Document Defect.

         (f) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of the Seller set forth
in, or made pursuant to, paragraph (xlviii) of Exhibit B to this Agreement,
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 Purchaser or its designee will direct the Seller in
writing to wire transfer to the Custodial Account, within 90 days of 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 Seller 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 Purchaser regarding any such Breach, regardless of
whether it constitutes a Material Breach, and the Seller shall not be obligated
to otherwise cure such Breach or repurchase the affected Mortgage Loan under any
circumstances. Amounts deposited in the Pool Custodial Account pursuant to this
paragraph shall constitute "Liquidation Proceeds" for all purposes of the
Pooling and Servicing Agreement (other than Section 3.11(c) of the Pooling and
Servicing Agreement).

         (g) Subject to Section 5(f) and the last sentence of this paragraph, if
the Seller determines that a Material Breach (other than a Material Breach of a
representation or warranty on the part of the Seller set forth in and made
pursuant to paragraph (xvii) of Exhibit B to this Agreement) or a Material
Document Defect with respect to a Mortgage Loan is not capable of being cured in
accordance with Section 5(a) hereof, then in lieu of repurchasing such Mortgage
Loan the Seller 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
Mortgage Loan, which loss of value is directly attributed to such Material
Breach or Material 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 the Seller, or (ii)
by judicial decision; provided that, in the event there is a legal action for
determining the existence of a Material Breach or a Material Document Defect
with respect to any Mortgage Loan, such legal action must also include a
determination of the amount of the loss of value to such 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 Purchaser regarding any such Material Breach or Material
Document Defect and the Seller shall not 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 5(g), if
substantially all 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, this Section 5(g) shall not apply
and the Seller shall be obligated to repurchase the affected Mortgage Loan at
the applicable Purchase Price in accordance with Section 5(a). Furthermore, the
Seller shall not have the option of delivering Loss of Value Payments in
connection with any Material Breach relating to a Mortgage Loan's failure to be
a Qualified Mortgage. In the event there is a Loss of Value Payment made by the
Seller in accordance with this Section 5(g),




                                      -11-



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) of the
Pooling and Servicing Agreement.

         In the event the amount of any Loss of Value Payment is determined by
judicial decision, 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 Mortgage Loan) that are: (i)
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
with respect to the subject Material Breach or Material Document Defect, as the
case may be; and (ii) directly attributable to the enforcement of the rights of
the Trust with respect to the subject Material Breach or Material Document
Defect, as the case may be; provided that, that in the event the Seller tenders
a loss of value payment in a specified amount in connection with a Material
Breach or Material Document Defect, as the case may be, prior to the institution
of legal proceedings and that offer is rejected and an amount equal to or less
than the loss of value payment originally tendered by the Seller is ultimately
determined by judicial decision 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 by the Master Servicer, the Special Servicer
and/or the Trustee in connection with the subject litigation; provided, further,
that if the Special Servicer request a loss of value payment from the Seller of
a specified amount in connection with a Material Breach or Material Document
Defect, as the case may be, and the Seller refuses to pay that amount and an
amount equal to or greater than the loss of value payment originally requested
by the Special Servicer is ultimately determined by judicial decision 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 all costs and expenses reasonably incurred in connection with that judicial
determination; and provided, further, that, if the Seller 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 judicial decision 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 judicial determination, multiplied by (ii) a fraction, the numerator of
which is the excess of the amount determined by judicial decision over the
amount tendered by the Seller, and the denominator of which is the excess of the
amount requested by the Special Servicer over the amount tendered by the Seller.
Notwithstanding the foregoing, in the event any Loss of Value Payment is
determined by the parties hereto by mutual agreement (and not by a judicial
decision), 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.

         (h) Notwithstanding the foregoing, if there exists a Material Breach of
the representation or warranty on the part of the Seller set forth in and made
pursuant to paragraph (xvii) of Exhibit B to this 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 Seller will not be obligated to repurchase or
otherwise remedy such Breach.



                                      -12-



         SECTION 6. Obligations of the Additional Party.

         The Additional Party hereby covenants and agrees with the Purchaser
that the Additional Party shall be liable to the Purchaser and any designee
thereof to the same extent as the Seller as set forth herein, for all the
obligations of the Seller under Sections 5 hereof. The Additional Party further
agrees that the Purchaser shall not be bound or obligated to initially request
the Seller to perform any of its obligations hereunder, but may instead
initially request the Additional Party to perform such obligations.
Additionally, the Additional Party agrees that the Purchaser shall not be bound
or obligated in anyway to exhaust recourse against the Seller before being
entitled to demand the performance by the Additional Party of its obligations
hereunder. Performance by the Additional Party of any of the Seller's
obligations hereunder shall be deemed to be performance thereof by the Seller.

         SECTION 7. Closing.

         The closing of the sale of the Mortgage Loans (the "Closing") shall be
held at the offices of Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New
York, New York 10019 at 10:00 a.m., New York City time, on the Closing Date.

         The Closing shall be subject to each of the following conditions:

         (a) All of the representations and warranties of the Seller and the
Additional Party set forth in or made pursuant to Sections 3(a) and 3(b) of this
Agreement, and all of the representations and warranties of the Purchaser set
forth in Section 4 of this Agreement, shall be true and correct in all material
respects as of the Closing Date;

         (b) Insofar as it affects the obligations of the Seller hereunder, the
Pooling and Servicing Agreement shall be in a form mutually acceptable to the
Purchaser and the Seller;

         (c) All documents specified in Section 8 of this Agreement (the
"Closing Documents"), in such forms as are reasonably acceptable to the
Purchaser, shall be duly executed and delivered by all signatories as required
pursuant to the respective terms thereof;

         (d) The Seller shall have delivered and released to the Trustee (or a
Custodian on its behalf), the Master Servicer and the Special Servicer all
documents and funds required to be delivered to the Trustee, the Master Servicer
and the Special Servicer, respectively, pursuant to Section 2 of this Agreement;

         (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects, and the Seller and Additional Party shall have the ability to
comply with all terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date;

         (f) The Seller shall have paid all fees and expenses payable by it to
the Purchaser or otherwise pursuant to this Agreement; and

         (g) Neither the Underwriting Agreement nor the Certificate Purchase
Agreement shall have been terminated in accordance with its terms.



                                      -13-



         All parties hereto agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.

         SECTION 8. Closing Documents.

         The Closing Documents shall consist of the following:

         (a) This Agreement duly executed by the Purchaser, the Seller and the
Additional Party;

         (b) The Pooling and Servicing Agreement duly executed by the parties
thereto;

         (c) The Indemnification Agreement duly executed by the parties thereto;

         (d) Certificates of each of the Seller and the Additional Party,
executed by a duly authorized officer of the Seller or the Additional Party, as
the case may be, and dated the Closing Date, and upon which the initial
Purchaser, the Underwriters and the Placement Agents may rely, to the effect
that: (i) the representations and warranties of the Seller or the Additional
Party, as the case may be, in this Agreement and, in the case of the Seller, in
the Indemnification Agreement are true and correct in all material respects at
and as of the Closing Date with the same effect as if made on such date; and
(ii) the Seller or the Additional Party, as the case may be, has, in all
material respects, complied with all the agreements and satisfied all the
conditions on its part that are required under this Agreement to be performed or
satisfied at or prior to the Closing Date;

         (e) An Officer's Certificate from an officer of each of the Seller and
the Additional Party, in his or her individual capacity, dated the Closing Date,
and upon which the initial Purchaser, the Underwriters and the Placement Agents
may rely, to the effect that each individual who, as an officer or
representative of the Seller or the Additional Party, as the case may be, signed
this Agreement, the Indemnification Agreement or any other document or
certificate delivered on or before the Closing Date in connection with the
transactions contemplated herein or, in the case of the Seller, in the
Indemnification Agreement, was at the respective times of such signing and
delivery, and is as of the Closing Date, duly elected or appointed, qualified
and acting as such officer or representative, and the signatures of such persons
appearing on such documents and certificates are their genuine signatures;

         (f) As certified by an officer of each of the Seller and the Additional
Party, true and correct copies of (i) the resolutions of the board of directors
authorizing the Seller's entering into the transactions contemplated by this
Agreement and, in the case of the Seller, the Indemnification Agreement, (ii)
the organizational documents of each of the Seller and the Additional Party, and
(iii) a certificate of good standing of each of the Seller and the Additional
Party, issued by the Secretary of State of the State of Delaware not earlier
than 10 days prior to the Closing Date;

         (g) A Certificate of the Co-Indemnitor, executed by a duly authorized
officer of the Co-Indemnitor and dated the Closing Date, and upon which the
initial Purchaser, the Underwriters and the Placement Agents may rely, to the
effect that the representations and warranties of the Co-Indemnitor in the
Indemnification Agreement are true and correct in all material respects at and
as of the Closing Date with the same effect as if made on such date;



                                      -14-



         (h) An Officer's Certificate from an officer of the Co-Indemnitor, in
his or her individual capacity, dated the Closing Date, and upon which the
initial Purchaser, the Underwriters and the Placement Agents may rely, to the
effect that each individual who, as an officer or representative of the
Co-Indemnitor, signed the Indemnification Agreement or any other document or
certificate delivered on or before the Closing Date in connection with the
transactions contemplated therein, was at the respective times of such signing
and delivery, and is as of the Closing Date, duly elected or appointed,
qualified and acting as such officer or representative, and the signatures of
such persons appearing on such documents and certificates are their genuine
signatures;

         (i) As certified by an officer of the Co-Indemnitor, true and correct
copies of (i) the resolutions of the board of directors authorizing the
Co-Indemnitor's entering into the transactions contemplated by the
Indemnification Agreement, (ii) the organizational documents of the
Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor
issued by the Secretary of State of the State of Delaware not earlier than 10
days prior to the Closing Date;

         (j) A favorable opinion of Cadwalader, Wickersham & Taft LLP ("CWT"),
special counsel to the Seller, the Additional Party and the Co-Indemnitor,
substantially in the form attached hereto as Exhibit C-1, dated the Closing Date
and addressed to the initial Purchaser, the Underwriters, the Placement Agents,
the Rating Agencies and, upon request, the other parties to the Pooling and
Servicing Agreement, together with such other opinions of CWT as may be required
by the Rating Agencies in connection with the transactions contemplated hereby;

         (k) An Officer's Certificate from an officer of each of the Seller and
the Co-Indemnitor, in each case delivered in connection with the opinion of CWT
to be delivered pursuant to Section 8(j) above, in form and substance
satisfactory to the addressees of such opinion and upon which such addressees
may rely;

         (l) A favorable opinion of in-house counsel to the Additional Party,
substantially in the form attached hereto as Exhibit C-2, dated the Closing Date
and addressed to the initial Purchaser, the Underwriters, the Placement Agents,
the Rating Agencies and, upon request, the other parties to the Pooling and
Servicing Agreement;

         (m) In connection with the initial issuance of the Seller's Residual
Interest Certificates, a Transfer Affidavit and Agreement in the form
contemplated by the Pooling and Servicing Agreement from Seller and from the
transferee of the Seller;

         (n) In the event any of the Certificates are mortgage related
securities within the meaning of the Secondary Mortgage Market Enhancement Act
of 1984, as amended, a Certificate of the Seller regarding origination of the
Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the
Securities Exchange Act of 1934, as amended; and

         (o) Such further certificates, opinions and documents as the Purchaser
may reasonably request.

         SECTION 9. Costs.

         An amount equal to 61.657974% of all reasonable out-of-pocket costs and
expenses incurred by the Seller, the initial Purchaser, the Underwriters, the
Placement Agents and the seller of the





                                      -15-



Other Loans to the Purchaser in connection with the securitization of the
Securitized Loans and the other transactions contemplated by this Agreement, the
Underwriting Agreement and the Certificate Purchase Agreement shall be payable
by the Seller.

         SECTION 10. Grant of a Security Interest.

         The parties hereto agree that it is their express intent that the
conveyance of the Mortgage Loans by the Seller to the Purchaser as provided in
Section 2 hereof be, and be construed as, a sale of the Mortgage Loans by the
Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller
to the Purchaser to secure a debt or other obligation of the Seller. However,
if, notwithstanding the aforementioned intent of the parties, the Mortgage Loans
are held to be property of the Seller, then it is the express intent of the
parties that: (i) such conveyance shall be deemed to be a pledge of the Mortgage
Loans by the Seller to the Purchaser to secure a debt or other obligation of the
Seller; (ii) this Agreement shall be deemed to be a security agreement within
the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (iii)
the conveyance provided for in Section 2 hereof shall be deemed to be a grant by
the Seller to the Purchaser of a security interest in all of the Seller's right,
title and interest in and to the Mortgage Loans, and all amounts payable to the
holder of the Mortgage Loans in accordance with the terms thereof, and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property; (iv) the assignment to the
Trustee of the interest of the Purchaser in and to the Mortgage Loans shall be
deemed to be an assignment of any security interest created hereunder; (v) the
possession by the Trustee or any of its agents, including, without limitation,
the Custodian, of the Mortgage Notes for the Mortgage Loans, and such other
items of property as constitute instruments, money, negotiable documents or
chattel paper shall be deemed to be "possession by the secured party" for
purposes of perfecting the security interest pursuant to Section 9-313 of the
applicable Uniform Commercial Code; and (vi) notifications to persons (other
than the Trustee) holding such property, and acknowledgments, receipts or
confirmations from such persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the secured party for the
purpose of perfecting such security interest under applicable law. The Seller
and the Purchaser shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, such security interest would
be deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of this Agreement and the
Pooling and Servicing Agreement; and, in connection with the foregoing, the
Seller authorizes the Purchaser to file any and all appropriate Uniform
Commercial Code financing statements.

         SECTION 11. Notices.

         All notices, copies, requests, consents, demands and other
communications required hereunder shall be in writing and telecopied or
delivered to the intended recipient at the "Address for Notices" specified
beneath its name on the signature pages hereof or, as to any party, at such
other address as shall be designated by such party in a notice hereunder to the
other parties. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.



                                      -16-



         SECTION 12. Representations, Warranties and Agreements to Survive
Delivery.

         All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller, the Additional Party and/or the Co-Indemnitor submitted
pursuant hereto, shall remain operative and in full force and effect and shall
survive delivery of the Mortgage Loans by the Seller to the Purchaser (and by
the initial Purchaser to the Trustee).

         SECTION 13. Severability of Provisions.

         Any part, provision, representation, warranty or covenant of this
Agreement that is prohibited or which is held to be void or unenforceable shall
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any particular
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

         SECTION 14. Counterparts.

         This Agreement may be executed in any number of counterparts, each of
which shall be an original, but which together shall constitute one and the same
agreement.

         SECTION 15. 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 SELLER, THE ADDITIONAL PARTY AND THE PURCHASER EACH HEREBY
IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL
COURTS SITTING IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR
RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR
FEDERAL COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE EXTENT, THE DEFENSE OF AN
INCONVENIENT FORUM; AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

         SECTION 16. Further Assurances.

         The Seller, the Additional Party and the Purchaser each agrees to
execute and deliver such instruments and take such further actions as any other
such party may, from time to time, reasonably request in order to effectuate the
purposes and to carry out the terms of this Agreement.



                                      -17-



         SECTION 17. Successors and Assigns.

         The rights and obligations of the Seller and the Additional Party under
this Agreement shall not be assigned by the Seller or the Additional Party, as
the case may be, without the prior written consent of the Purchaser, except that
any person into which the Seller or the Additional Party may be merged or
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Seller or the Additional Party is a party, or any
person succeeding to all or substantially all of the business of the Seller or
the Additional Party, shall be the successor to the Seller or the Additional
Party, as the case may be, hereunder. The Purchaser has the right to assign its
interest under this Agreement, in whole or in part, as may be required to effect
the purposes of the Pooling and Servicing Agreement, and the assignee shall, to
the extent of such assignment, succeed to the rights and obligations hereunder
of the Purchaser. Subject to the foregoing, this Agreement shall bind and inure
to the benefit of and be enforceable by the Seller, the Additional Party, the
Purchaser, and their respective successors and permitted assigns.

         SECTION 18. Amendments.

         No term or provision of this Agreement may be waived or modified unless
such waiver or modification is in writing and signed by a duly authorized
officer of the party against whom such waiver or modification is sought to be
enforced. The Seller's and the Additional Party's obligations hereunder shall in
no way be expanded, changed or otherwise affected by any amendment of or
modification to the Pooling and Servicing Agreement, unless the Seller or the
Additional Party, as applicable, has consented to such amendment or modification
in writing.














                                      -18-






                  IN WITNESS WHEREOF, the Seller and the Purchaser have caused
their names to be signed hereto by their respective duly authorized officers as
of the date first above written.

                                     SELLER

                                     UBS REAL ESTATE INVESTMENTS INC.


                                     By: /s/ Robert Pettinato
                                         ---------------------------------------
                                         Name:  Robert Pettinato
                                         Title: Director


                                     By: /s/ Andy Cohen
                                         ---------------------------------------
                                         Name:  Andy Cohen
                                         Title: Director


                                     Address for Notices:
                                     1285 Avenue of the Americas, 11th Floor
                                     New York, New York  10019
                                     Attention:  Robert Pettinato
                                     Telecopier No.:  (212) 713-2631


                                     ADDITIONAL PARTY

                                     UBS PRINCIPAL FINANCE LLC


                                     By: /s/ Robert Pettinato
                                         ---------------------------------------
                                         Name:  Robert Pettinato
                                         Title: Director


                                     By: /s/ Andy Cohen
                                         ---------------------------------------
                                         Name:  Andy Cohen
                                         Title: Director


                                     Address for Notices:
                                     1285 Avenue of the Americas, 11th Floor
                                     New York, New York  10019
                                     Attention:  Robert Pettinato
                                     Telecopier No.:  (212) 713-2631






                                     PURCHASER

                                     STRUCTURED ASSET SECURITIES CORPORATION II


                                     By: /s/ David Nass
                                         ---------------------------------------
                                         Name:  David Nass
                                         Title: Authorized Signatory


                                     Address for Notices:
                                     Structured Asset Securities Corporation II
                                     745 Seventh Avenue
                                     New York, New York  10019
                                     Attention:  Scott Lechner
                                     Telecopier No.:  (646) 758-4203


















                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE


                                 [See Attached]
















                                       A-1





                           UBS MORTGAGE LOAN SCHEDULE



MORTGAGE
  LOAN
 NUMBER               PROPERTY NAME                                   ADDRESS                             CITY       STATE  ZIP CODE
-------- ---------------------------------------- -------------------------------------------------- --------------- ------ --------

  2b     Westfield North Bridge                   520 and 540 North Michigan Avenue, 516 North Rush  Chicago           IL     60611
                                                  Street, 43 and 50 East Ohio Street and
                                                  10,45,47,51,53 and 57 East Grand Avenue
  4      RHP Portfolio                            Various                                            Various         Various Various
  6      230 West 41st Street                     230 West 41st Street                               New York          NY     10036
  7      Northridge Business Park                 8601 and 8605 Dunwoody Place                       Atlanta           GA     30350
  8      Columbia Self Storage Portfolio          Various                                            Various           NY    Various
  9      Pacific Beach Hotel                      2490 Kalakaua Avenue                               Honolulu          HI     96815
  13     Stockdale Tower                          5060 California Avenue                             Bakersfield       CA     93309
  14     741 Lincoln Road                         741 Lincoln Road, 600 Lincoln Road, 1669 Meridian  Miami Beach       FL     33139
                                                  Avenue
  19     51 and 101 East Oak Street               51 and 101 East Oak Street                         Chicago           IL     60611
  21     Canal Crossing                           101 South 15th Street                              Richmond          VA     23219
  26     Fordham Road Retail                      262-270 East Fordham Road                          Bronx             NY     10458
  27     601 Hawaii Street                        601 Hawaii Street                                  El Segundo        CA     90245
  28     Hampton Resorts Hotel Portfolio          1655 County Road 39, 161 Hills Station Road, 281   Southampton       NY     11968
                                                  County Road 39
  29     1030-1048 Third Avenue, 163-165 E. 61st  1030-1048 Third Avenue, 163-165 E. 61st Street,    New York          NY     10021
         Street, 160-162 E. 62nd Street           160-162 E. 62nd Street
  34     1500 Astor Avenue                        1500 Astor Avenue and 2302 - 2314 Eastchester Road Bronx             NY     10469
  36     Meadowgreen Apartments                   1955 West 54th Street                              Hialeah           FL     33012
  40     Walgreens - Portland                     12405 Southeast 82nd Avenue                        Portland          OR     97266
  42     300 Sylvan Avenue                        300 Sylvan Avenue                                  Englewood Cliffs  NJ     07632
  43     2500 Quantum Lakes Drive                 2500 Quantum Lakes Drive                           Boynton Beach     FL     33426
  44     Peppertree Apartments                    285 Peppertree Drive                               Amherst           NY     14228
  47     Walgreens - Chesapeake                   1316 North Battlefield Boulevard                   Chesapeake        VA     23320
  49     Walgreens - Columbus                     4874 North High Street                             Columbus          OH     43214
  50     Everwood Apartments                      6910 Skillman Street                               Dallas            TX     75231
  52     LaSalle Bank Branch                      301 West Main Street                               Plainfield        IL     60544
  55     Sunset Road and Procyon Street           Various                                            Las Vegas         NV     89118
  57     Bramblewood Mobile Home Park             200 Robilyn Road                                   McKinney          TX     75069
  59     1331-1359 West Fullerton Avenue          1331-1359 West Fullerton Avenue                    Chicago           IL     60614
  63     Walgreens - San Antonio                  11658 North Pan Am Expressway                      San Antonio       TX     78233
  66     Sunset West Mobile Home Park             3187 North Parkway Drive                           Fresno            CA     93722
  70     Walgreens - Houston                      12611 South Gessner Drive                          Houston           TX     77071
  74     CVS - Southfield                         18130 West 10 Mile Road                            Southfield        MI     48075
  76     Eckerd - Simpsonville                    3875 Grandview Drive                               Simpsonville      SC     29680
  80     Walgreens - El Paso                      890 North Resler Drive                             El Paso           TX     79912
  81     312 East 9th Street                      312 East 9th Street                                New York          NY     10003
  82     Andros Plaza                             1801-1850 Main Street                              Dunedin           FL     34698
  89     Northwest Self Storage                   3016 West Gentry Parkway                           Tyler             TX     75702
  91     Cedar Apartments                         315 Cedar Street                                   Cedar Hill        TX     75104



                                       A-2





MORTGAGE                                            REMAINING
  LOAN    CUT-OFF DATE   MONTHLY P&I     MORTGAGE    TERM TO                       REMAINING
 NUMBER     BALANCE        PAYMENT         RATE     MATURITY   MATURITY DATE   AMORTIZATION TERM  INTEREST ACCRUAL BASIS
-------- -------------   -----------     --------   ---------  -------------   -----------------  ----------------------

    2b   68,350,000.00    269,666.70     4.6696       59        7/10/2009             0                 Act/360
    4    77,200,000.00    369,444.89     5.6640       60        8/11/2009             0                 Act/360
    6    62,000,000.00    379,328.54     6.1900       120       8/11/2014            360                Act/360
    7    38,000,000.00    243,066.96     6.6150       119       7/11/2014            360                Act/360
    8    37,395,157.21    238,300.14     5.8550       58        6/11/2009            298                Act/360
    9    35,000,000.00    246,926.35     6.9800       84        8/11/2011            300                Act/360
    13   24,000,000.00    146,059.41     6.1400       120       8/11/2014            360                Act/360
    14   22,500,000.00    136,930.70     6.1400       120       8/11/2014            360                Act/360
    19   13,500,000.00     80,159.83     5.9100       120       8/11/2014            360                Act/360
    21   13,000,000.00     78,192.48     6.0300       120       8/11/2014            360                Act/360
    26    9,992,704.25     63,009.64     6.4700       119       7/11/2014            359                Act/360
    27    9,850,000.00     57,795.17     5.8000       120       8/11/2014            360                Act/360
    28    9,500,000.00     63,848.19     6.4500       60        8/11/2009            300                Act/360
    29    9,400,000.00     54,557.64     5.7000       120       8/11/2014            360                Act/360
    34    6,500,000.00     38,929.00     5.9900       120       8/11/2014            360                Act/360
    36    6,020,094.42     36,690.59     6.1354       118       6/11/2014            358                Act/360
    40    5,453,282.07     33,193.76     6.1250       118       6/11/2014            358                Act/360
    42    5,261,950.87     32,526.49     6.2800       119       7/11/2014            359                Act/360
    43    5,225,000.00     31,933.72     6.1800       60        8/11/2009            360                Act/360
    44    5,105,727.07     30,074.37     5.8100       117       5/11/2014            357                Act/360
    47    4,425,000.00     26,672.52     6.0500       120       8/11/2014            360                Act/360
    49    4,397,400.13     26,527.86     6.0500       119       7/11/2014            359                Act/360
    50    4,242,533.23     25,974.80     6.1800       118       6/11/2014            358                Act/360
    52    4,020,877.13     21,989.96     5.1550       119       7/11/2014            359                Act/360
    55    3,918,651.69     24,912.01     6.5400       118       6/11/2014            358                Act/360
    57    3,650,000.00     22,189.59     6.1300       120       8/11/2014            360                Act/360
    59    3,590,080.04     21,260.86     5.8600       117       5/11/2014            357                Act/360
    63    3,350,000.00     18,794.12     6.6400       58        6/11/2009             0                 Act/360
    66    3,262,385.63     19,849.04     6.1300       119       7/11/2014            359                Act/360
    70    3,150,000.00     20,619.64     6.8400       118       6/11/2014            360                Act/360
    74    2,929,924.88     18,071.30     6.2500       118       6/11/2014            358                Act/360
    76    2,850,000.00     18,013.94     6.5000       120       8/11/2014            360                Act/360
    80    2,398,124.25     14,730.42     6.2200       131       7/11/2015            359                Act/360
    81    2,210,000.00     12,026.36     5.1200       60        8/11/2009            360                Act/360
    82    2,160,000.00     14,584.48     6.5000       120       8/11/2014            300                Act/360
    89    1,350,000.00      9,031.12     6.4000       120       8/11/2014            300                Act/360
    91    1,124,108.80      6,868.39     6.1700       119       7/11/2014            359                Act/360



                                       A-3





MORTGAGE                    PRIMARY
  LOAN     ADMINISTRATIVE  SERVICING                  MORTGAGE LOAN
 NUMBER      COST RATE        FEE     GROUND LEASE?      SELLER          DEFEASANCE     ARD MORTGAGE LOAN ANTICIPATED REPAYMENT DATE
--------   --------------  ---------  ------------- ---------------- -----------------  ----------------- --------------------------

    2b     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    4      0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    6      0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    7      0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    8      0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    9      0.03148          0.0300     Leasehold    UBS              Defeasance         No                N/A
    13     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    14     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    19     0.03148          0.0300     Fee Simple   UBS              Yield Maintenance  No                N/A
    21     0.08148          0.0800     Fee Simple   UBS              Defeasance         No                N/A
    26     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    27     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    28     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    29     0.03148          0.0300     Leasehold    UBS              Defeasance         No                N/A
    34     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    36     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    40     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    42     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    43     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    44     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    47     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    49     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    50     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    52     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    55     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    57     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    59     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    63     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    66     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    70     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    74     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    76     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    80     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    81     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    82     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A
    89     0.03148          0.0300     Fee Simple   UBS              Yield Maintenance  No                N/A
    91     0.03148          0.0300     Fee Simple   UBS              Defeasance         No                N/A


                                       A-4




MORTGAGE
  LOAN
 NUMBER     ARD SPREAD      CROSS COLLATERALIZED    MORTGAGE LOAN SELLER LOAN ID
--------    ----------      --------------------    ----------------------------

    2b           N/A                  No                        LG060
    4            N/A                  No                        10308
    6            N/A                  No                        10332
    7            N/A                  No                        10320
    8            N/A                  No                        10317
    9            N/A                  No                        10207
    13           N/A                  No                         9979
    14           N/A                  No                        10319
    19           N/A                  No                        10294
    21           N/A                  No                        10302
    26           N/A                  No                        10321
    27           N/A                  No                        10385
    28           N/A                  No                        10432
    29           N/A                  No                        10267
    34           N/A                  No                        10218
    36           N/A                  No                        10197
    40           N/A                  No                        10298
    42           N/A                  No                        10337
    43           N/A                  No                        10258
    44           N/A                  No                        10265
    47           N/A                  No                        10287
    49           N/A                  No                        10286
    50           N/A                  No                        10310
    52           N/A                  No                        10255
    55           N/A                  No                        10290
    57           N/A                  No                        10349
    59           N/A                  No                        10280
    63           N/A                  No                        10221
    66           N/A                  No                        10330
    70           N/A                  No                        10208
    74           N/A                  No                        10338
    76           N/A                  No                        10404
    80           N/A                  No                        10301
    81           N/A                  No                        10335
    82           N/A                  No                        10179
    89           N/A                  No                        10357
    91           N/A                  No                        10358


                                       A-5



                                   EXHIBIT B

                         REPRESENTATIONS AND WARRANTIES


         Except as set forth on the schedule of exceptions attached hereto as
Schedule I, the Seller hereby represents and warrants to the Purchaser, with
respect to each Mortgage Loan, as of the Closing Date or such other date
specified in the particular representation and warranty (the heading set forth
herein with respect to each representation and warranty being for the
convenience of reference only and in no way limiting, expanding or otherwise
affecting the scope or subject matter thereof), that:

                  (i) Mortgage Loan Schedule. The information pertaining to such
         Mortgage Loan set forth in the Mortgage Loan Schedule was true and
         correct in all material respects as of its Due Date in August 2004.

                  (ii) Legal Compliance. If such Mortgage Loan was originated by
         the Seller or an Affiliate of the Seller, then, as of the date of its
         origination, such Mortgage Loan complied in all material respects with,
         or was exempt from, all requirements of federal, state or local law
         relating to the origination of such Mortgage Loan; and, if such
         Mortgage Loan was not originated by the Seller or an Affiliate of the
         Seller, then, to the Seller's actual knowledge, after having performed
         the type of due diligence customarily performed in the origination of
         comparable mortgage loans by the Seller, as of the date of its
         origination, such Mortgage Loan complied in all material respects with,
         or was exempt from, all requirements of federal, state or local law
         relating to the origination of such Mortgage Loan.

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

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

                  (v) Loan Document Status. Each of the related Mortgage Note,
         Mortgage(s), Assignment(s) of Leases, if separate from the related
         Mortgage, and other agreements executed in favor of the lender in
         connection therewith is the legal, valid and binding



                                      B-1



         obligation of the maker thereof (subject to the non-recourse provisions
         therein and any state anti-deficiency legislation), enforceable in
         accordance with its terms, except that (A) such enforcement may be
         limited by (1) bankruptcy, insolvency, receivership, reorganization,
         liquidation, voidable preference, fraudulent conveyance and transfer,
         moratorium and/or other similar laws affecting the enforcement of
         creditors' rights generally, and (2) general principles of equity
         (regardless of whether such enforcement is considered in a proceeding
         in equity or at law), and (B) certain provisions in the subject
         agreement or instrument may be further limited or rendered
         unenforceable by applicable law, but subject to the limitations set
         forth in the foregoing clause (A), such limitations will not render
         that subject agreement or instrument invalid as a whole or
         substantially interfere with the mortgagee's realization of the
         principal benefits and/or security provided by the subject agreement or
         instrument. Such Mortgage Loan is non-recourse to the Mortgagor or any
         other Person except to the extent provided in certain nonrecourse
         carveouts and/or in any applicable guarantees. If such Mortgage Loan
         has a Cut-off Date Balance of $15 million or more, the related
         Mortgagor or another Person has agreed, in effect, to be liable for all
         liabilities, costs, losses, damages or expenses suffered or incurred by
         the mortgagee under such Mortgage Loan by reason of or in connection
         with and to the extent of (A) any material intentional fraud or
         material intentional misrepresentation by the related mortgagor; (B)
         any breach on the part of the related mortgagor of any environmental
         representations warranties and covenants contained in the related
         Mortgage Loan documents; and (C) the filing of a voluntary bankruptcy
         or insolvency proceeding by the related mortgagor; provided that,
         instead of any breach described in clause (B) of this paragraph, the
         related Mortgagor or such other Person may instead be liable for
         liabilities, costs, losses, damages, expenses and claims resulting from
         a breach of the obligations and indemnities of the related Mortgagor
         under the related Mortgage Loan documents relating to hazardous or
         toxic substances, radon or compliance with environmental laws.

                  (vi) No Right of Rescission. As of the date of origination,
         subject to the limitations and exceptions as to enforceability set
         forth in paragraph (v) above, there was no valid offset, defense,
         counterclaim or right to rescission, abatement of amounts due under the
         Mortgage Note or diminution of amounts due under the Mortgage Note with
         respect to any of the related Mortgage Note, Mortgage(s) or other
         agreements executed in connection with such Mortgage Loan; and, as of
         the Closing Date, subject to the limitations and exceptions as to
         enforceability set forth in paragraph (v) above, there is no valid
         offset, defense, counterclaim or right of rescission, abatement of
         amounts due under the Mortgage Note or diminution of amounts due under
         the Mortgage Note with respect to any of the related Mortgage Note,
         Mortgage(s) or other agreements executed in connection with such
         Mortgage Loan.

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



                                      B-2



                  (viii) First Lien. Each related Mortgage is a valid and,
         subject to the limitations and exceptions in paragraph (v) above,
         enforceable first lien on the related Mortgaged Property including all
         improvements thereon (other than any tenant owned improvements), which
         Mortgaged Property is free and clear of all encumbrances and liens
         having priority over or on a parity with the first lien of such
         Mortgage, except for the following (collectively, the "Permitted
         Encumbrances"): (A) the lien for real estate taxes, water charges,
         sewer rents and assessments not yet due and payable; (B) covenants,
         conditions and restrictions, rights of way, easements and other matters
         that are of public record or that are omitted as exceptions in the
         related lender's title insurance policy (or, if not yet issued, omitted
         as exceptions in a pro forma title policy or title policy commitment);
         (C) exceptions and exclusions specifically referred to in the related
         lender's title insurance policy (or, if not yet issued, referred to in
         a pro forma title policy or title policy commitment); (D) other matters
         to which like properties are commonly subject, (E) the rights of
         tenants (as tenants only) under leases (including subleases) pertaining
         to the related Mortgaged Property; (F) condominium declarations of
         record and identified in the related lender's title insurance policy
         (or, if not yet issued, identified in a pro forma title policy or title
         policy commitment); and (G) if such Mortgage Loan constitutes a
         Cross-Collateralized Mortgage Loan, the lien of the Mortgage for
         another Mortgage Loan contained in the same Cross-Collateralized Group;
         provided that, in the case of the Westfield North Bridge Loan Group,
         such Mortgage also secures the other mortgage loans in the Westfield
         North Bridge Loan Group. With respect to such Mortgage Loan, such
         Permitted Encumbrances do not, individually or in the aggregate,
         materially and adversely interfere with the benefits of the security
         intended to be provided by the related Mortgage, the current principal
         use or operation of the related Mortgaged Property or the ability of
         the related Mortgaged Property to generate sufficient cashflow to
         enable the related Mortgagor to timely pay in full the principal and
         interest on the related Mortgage Note (other than a Balloon Payment,
         which would require a refinancing). If the related Mortgaged Property
         is operated as a nursing facility or a hospitality property, the
         related Mortgage, together with any security agreement, chattel
         mortgage or similar agreement and UCC financing statement, if any,
         establishes and creates a first priority, perfected security interest
         (subject only to any prior purchase money security interest, revolving
         credit lines and any personal property leases), to the extent such
         security interest can be perfected by the recordation of a Mortgage or
         the filing of a UCC financing statement, in all material personal
         property owned by the Mortgagor that is used in, and is reasonably
         necessary to, the operation of the related Mortgaged Property, and that
         is located on the related Mortgaged Property, which personal property
         includes, in the case of Mortgaged Properties operated by the related
         Mortgagor as a nursing facility or hospitality property, all furniture,
         fixtures, equipment and other personal property located at the subject
         Mortgaged Property that are owned by the related Mortgagor and
         reasonably necessary or material to the operation of the subject
         Mortgaged Property. In the case of any Mortgage Loan secured by a
         hotel, the related loan documents contain such provisions as are
         necessary and UCC financing statements have been filed as necessary, in
         each case, to perfect a valid first priority security interest, to the
         extent such security interest can be perfected by the inclusion of such
         provisions and the filing of a UCC financing statement, in the
         Mortgagor's right to receive related hotel room revenues with respect
         to such Mortgaged Property.

                  (ix) Taxes and Assessments. All taxes, governmental
         assessments, water charges, sewer rents or similar governmental charges
         which, in all such cases, were directly related to the related
         Mortgaged Property and could constitute liens on the related Mortgaged



                                      B-3



         Property prior to the lien of the related Mortgage, together with all
         ground rents, that prior to the related Due Date in August 2004 became
         due and payable in respect of, and materially affect, any related
         Mortgaged Property have been paid or are escrowed for or are not yet
         delinquent, and the Seller knows of no unpaid tax, assessment, ground
         rent, water charges or sewer rent, which, in all such cases, were
         directly related to the subject Mortgaged Property and could constitute
         liens on the subject Mortgaged Property prior to the lien of the
         related Mortgage that prior to the Closing Date became due and
         delinquent in respect of any related Mortgaged Property, or in any such
         case an escrow of funds in an amount sufficient to cover such payments
         has been established.

                  (x) No Material Damage. As of the date of origination of such
         Mortgage Loan and, to the actual knowledge of the Seller, as of the
         Closing Date, there was no pending proceeding for the total or partial
         condemnation of any related Mortgaged Property that materially affects
         the value thereof and such Mortgaged Property is free of material
         damage. Except for certain amounts not greater than amounts which would
         be considered prudent by an institutional commercial mortgage lender
         with respect to a similar mortgage loan and which are set forth in the
         related Mortgage or other loan documents relating to such Mortgage
         Loan, (and subject to any rights of the lessor under any related Ground
         Lease) the related Mortgage Loan documents provide that any
         condemnation awards will be applied (or, at the discretion of the
         mortgagee, will be applied) to either the repair or restoration of all
         or part of the related Mortgaged Property or the reduction of the
         outstanding principal balance of such Mortgage Loan.

                  (xi) Title Insurance. Each related Mortgaged Property is
         covered by an ALTA (or its equivalent) lender's title insurance
         policy issued by a nationally recognized title insurance company,
         insuring that each related Mortgage is a valid first lien on such
         Mortgaged Property in the original principal amount of such Mortgage
         Loan (or, in the case of the Westfield North Bridge Loan Group, in the
         original principal amount of the Westfield North Bridge Loan Group)
         after all advances of principal, subject only to Permitted Encumbrances
         and, in the case of the Westfield North Bridge Loan Group, further
         subject to the fact that the related Mortgage also secures the other
         mortgage loans in the Westfield North Bridge Loan Group (or if such
         policy has not yet been issued, such insurance may be evidenced by a
         binding commitment or binding pro forma marked as binding and signed
         (either thereon or on a related escrow letter attached thereto) by the
         title insurer or its authorized agent) from a title insurer qualified
         and/or licensed in the applicable jurisdiction, as required, to issue
         such policy; such title insurance is in full force and effect, all
         premiums have been paid, is freely assignable and will inure to the
         benefit of the Trustee as sole insured as mortgagee of record, or any
         such commitment or binding pro forma is a legal, valid and binding
         obligation of such insurer; no claims have been made by the Seller
         under such title insurance; and neither the Seller nor any Affiliate of
         the Seller has done, by act or omission, anything that would materially
         impair the coverage of any such title insurance policy; such policy or
         commitment or binding pro forma contains no exclusion for (or
         alternatively it insures over such exclusion, unless such coverage is
         unavailable in the relevant jurisdiction) (A) access to a public road,
         (B) that there is no material encroachment by any improvements on the
         related Mortgaged Property either to or from any adjoining property or
         across any easements on the related Mortgaged Property, and (C) that
         the land shown on the survey materially conforms to the legal
         description of the related Mortgaged Property.



                                      B-4



                  (xii) Property Insurance. As of the date of its origination
         and, to the Seller's actual knowledge, as of the Cut-off Date, all
         insurance required under each related Mortgage (except where a tenant
         under a lease is permitted to insure or self-insure under a lease) was
         in full force and effect with respect to each related Mortgaged
         Property; such insurance included (A) fire and extended perils
         insurance included within the classification "All Risk of Physical
         Loss" or the equivalent thereof in an amount (subject to a customary
         deductible) at least equal to the lesser of (1) 100% of the full
         insurable value of the improvements located on such Mortgaged Property
         and (2) the outstanding principal balance of such Mortgage Loan or the
         portion thereof allocable to such Mortgaged Property), (B) business
         interruption or rental loss insurance for a period of not less than 12
         months, (C) comprehensive general liability insurance in an amount not
         less than $1 million per occurrence, (D) workers' compensation
         insurance (if the related Mortgagor has employees and if required by
         applicable law), and (E) if (1) such Mortgage Loan is secured by a
         Mortgaged Property located in the State of California or in "seismic
         zone" 3 or 4 and (2) a seismic assessment as described below revealed a
         maximum probable or bounded loss in excess of 20% of the amount of the
         estimated replacement cost of the improvements on such Mortgaged
         Property, seismic insurance; it is an event of default under such
         Mortgage Loan if the above-described insurance coverage is not
         maintained by the related Mortgagor (except where a tenant under a
         lease is permitted to insure or self-insure under a lease) and the
         related loan documents provide (in either a general cost and expense
         recovery provision or a specific provision with respect to recovery of
         insurance costs and expenses) that any reasonable out-of-pocket costs
         and expenses incurred by the mortgagee in connection with such default
         in obtaining such insurance coverage may be recovered from the related
         Mortgagor; the related Evidence of Property Insurance and certificate
         of liability insurance (which may be in the form of an Acord 27 or an
         Acord 25, respectively), or forms substantially similar thereto,
         provide that the related insurance policy may not be terminated or
         reduced without at least 10 days prior notice to the mortgagee and
         (other than those limited to liability protection) name the mortgagee
         and its successors as loss payee; no notice of termination or
         cancellation with respect to any such insurance policy has been
         received by the Seller; all premiums under any such insurance policy
         have been paid through the Cut-off Date; the insurance policies
         specified in clauses (A), (B) and (C) above are required to be
         maintained with insurance companies having "financial strength" or
         "claims paying ability" ratings of at least "A:VII" from A.M. Best
         Company or at least "BBB+" (or equivalent) from a nationally recognized
         statistical rating agency (or, with respect to certain blanket
         insurance policies, such other ratings as are in compliance with S&P's
         applicable criteria for rating the Certificates); and, except for
         certain amounts not greater than amounts which would be considered
         prudent by an institutional commercial mortgage lender with respect to
         a similar mortgage loan and which are set forth in the related Mortgage
         or other loan documents relating to such Mortgage Loan, and subject to
         the related exception schedules, the related Mortgage Loan documents
         provide that any property insurance proceeds will be applied (or, at
         the discretion of the mortgagee, will be applied) either to the repair
         or restoration of all or part of the related Mortgaged Property or the
         reduction of the outstanding principal balance of such Mortgage Loan;
         provided that the related Mortgage Loan documents may entitle the
         related Mortgagor to any portion of such proceeds remaining after
         completion of the repair or restoration of the related Mortgaged
         Property or payment of amounts due under such Mortgage Loan.
         Notwithstanding anything to the contrary in this paragraph (xii), with
         regard to insurance for acts of terrorism, any such insurance and the
         amount thereof may be limited by the commercial availability of such
         coverage, whether the mortgagee may reasonably require such insurance,
         certain limitations with respect to the cost thereof and/or whether
         such hazards are at the time




                                      B-5



         commonly insured against for property similar to the related Mortgaged
         Property. If the related Mortgaged Property is located in the State of
         California or in "seismic zone" 3 or 4, then: (A) either a seismic
         assessment was conducted with respect to the related Mortgaged Property
         in connection with the origination of such Mortgage Loan or earthquake
         insurance was obtained; and (B) the probable maximum loss for the
         related Mortgaged Property as reflected in such seismic assessment, if
         any, was determined based upon a return period of not less than 475
         years, an exposure period of 50 years and a 10% probability of
         incidence. Schedule I-xii attached hereto is true and correct in all
         material respects.

                  (xiii) No Material Defaults. Other than payments due but not
         yet 30 days or more delinquent, there is (A) no material default,
         breach, violation or event of acceleration existing under the related
         Mortgage Note, the related Mortgage or other loan documents relating to
         such Mortgage Loan, and (B), to the knowledge of the Seller, no event
         which, with the passage of time or with notice and the expiration of
         any grace or cure period, would constitute a material default, breach,
         violation or event of acceleration under any of such documents;
         provided, however, that this representation and warranty does not cover
         any default, breach, violation or event of acceleration (A) that
         specifically pertains to or arises out of the subject matter otherwise
         covered by any other representation and warranty made by the Seller in
         this Exhibit B or (B) with respect to which the Seller has no actual
         knowledge. The Seller has not waived, in writing or with knowledge, any
         material default, breach, violation or event of acceleration under any
         of such documents. Under the terms of such Mortgage Loan, no person or
         party other than the mortgagee or its servicing agent may declare an
         event of default or accelerate the related indebtedness under such
         Mortgage Loan.

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

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

                  (xvi) Subordinate Debt. Each related Mortgage or other loan
         document relating to such Mortgage Loan does not provide for or permit,
         without the prior written consent of the holder of the related Mortgage
         Note, any related Mortgaged Property or any direct controlling interest
         in the Mortgagor to secure any other promissory note or debt (other
         than another Mortgage Loan in the Trust Fund and, in the case of the
         Westfield North Bridge Loan Group, the other mortgage loans in the
         Westfield North Bridge Loan Group).

                  (xvii) Qualified Mortgage. Such Mortgage Loan is a "qualified
         mortgage" within the meaning of Section 860G(a)(3) of the Code.
         Accordingly, either as of the date of origination or the Closing Date,
         the fair market value of the real property securing such Mortgage Loan
         was not less than 80% of the "adjusted issue price" (within the meaning
         of the




                                      B-6



         REMIC Provisions) of such Mortgage Loan. For purposes of the preceding
         sentence, the fair market value of the real property securing such
         Mortgage Loan was first reduced by the amount of any lien on such real
         property that is senior to the lien that secures such Mortgage Loan,
         and was further reduced by a proportionate amount of any lien that is
         on a parity with the lien that secures such Mortgage Loan. No action
         that occurs by operation of the terms of such Mortgage Loan would cause
         such Mortgage Loan to cease to be a "qualified mortgage" and such
         Mortgage Loan does not permit the release or substitution of collateral
         if such release or substitution (A) would constitute a "significant
         modification" of such Mortgage Loan within the meaning of Treasury
         regulations section 1.1001-3, (B) would cause such Mortgage Loan not to
         be a "qualified mortgage" within the meaning of Section 860G(a)(3) of
         the Code (without regard to clauses (A)(i) or (A)(ii) thereof) or (C)
         would cause a "prohibited transaction" within the meaning of Section
         860F(a)(2) of the Code. The related Mortgaged Property, if acquired in
         connection with the default or imminent default of such Mortgage Loan,
         would constitute "foreclosure property" within the meaning of Section
         860G(a)(8) of the Code.

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

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

                  The Mortgagor with respect to such Mortgage Loan has
         represented, warranted and covenanted generally to the effect that, to
         its knowledge, except as set forth in the environmental reports
         described above, it has not used, caused or permitted to exist, and
         will not use, cause or permit to exist, on the related Mortgaged
         Property, any Hazardous Materials in any manner which violates
         applicable federal, state or local laws governing the use, storage,
         handling, production or disposal of Hazardous Materials at the related
         Mortgaged Property and (A) the related Mortgagor and a natural person
         have agreed to indemnify the mortgagee under such Mortgage Loan, and
         its successors and assigns, against any losses, liabilities, damages,
         penalties,



                                      B-7



         fines, claims and reasonable out of pocket expenses (excluding lost
         profits, consequential damages and diminution of value of the related
         Mortgaged Property, provided that no Mortgage Loan with an original
         principal balance equal to or greater than $15,000,000 contains an
         exclusion for "diminution of value" of the related Mortgaged Property)
         paid, suffered or incurred by such mortgagee resulting from such
         Mortgagor's material violation of any environmental law or a material
         breach of the environmental representations and warranties or covenants
         given by the related Mortgagor in connection with such Mortgage Loan or
         (B) environmental insurance has been obtained. If such Mortgage Loan is
         a Mortgage Loan as to which neither a natural person has provided the
         indemnity set forth above nor environmental insurance has been
         obtained, such Mortgage Loan is set forth on Schedule I.

                  The Seller has not taken any action with respect to such
         Mortgage Loan or the related Mortgaged Property that could subject the
         Seller or its successors and assigns in respect of such Mortgage Loan
         to liability under CERCLA or any other applicable federal, state or
         local environmental law. The related Mortgage or other loan documents
         require the related Mortgagor to comply with all applicable federal,
         state and local environmental laws and regulations.

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

                  (xxi) Bankruptcy. The related Mortgagor is not a debtor in any
         bankruptcy, reorganization, insolvency or comparable proceeding;
         provided, however, that this representation and warranty does not cover
         any such bankruptcy, reorganization, insolvency or comparable
         proceeding with respect to which: (1) the Seller has no actual
         knowledge and (2) written notice of the discovery thereof is not
         delivered to the Seller by the Trustee or the Master Servicer on or
         prior to the date occurring twelve months after the Closing Date.

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

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

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

                  (xxv) Due-on-Encumbrance. Each Mortgage Loan contains
         provisions for the acceleration of the payment of the unpaid principal
         balance of such Mortgage Loan if, without



                                      B-8



         the prior written consent of the mortgagee or Rating Agency
         confirmation that an Adverse Rating Event with respect to any Class of
         Certificates would not occur, any related Mortgaged Property or any
         direct controlling interest in the Mortgagor is directly encumbered in
         connection with subordinate financing; and, except in the case of the
         Westfield North Bridge Loan Group, (for which such consent has been
         granted with respect to the other mortgage loans in the Westfield North
         Bridge Loan Group), and except for the respective Mortgage Loans
         secured by the Mortgaged Properties listed on Schedule I (for which
         such consent has been granted with respect to mezzanine debt), no such
         consent has been granted by the Seller. To the Seller's knowledge, no
         related Mortgaged Property is encumbered in connection with subordinate
         financing (except that the Westfield North Bridge Mortgaged Property
         also secures the other mortgage loans in the Westfield North Bridge
         Loan Group); however, if the related Mortgaged Property is listed on
         Schedule I, certain direct controlling equity holders in the related
         Mortgagor are known to the Seller to have incurred debt secured by
         their ownership interest in the related Mortgagor.

                  (xxvi) Due-on-Sale. Except with respect to transfers of
         certain non-controlling and/or minority interests in the related
         Mortgagor as specified in the related Mortgage or with respect to
         transfers of interests in the related Mortgagor between immediate
         family members and with respect to transfers by devise, by descent or
         by operation of law or otherwise upon the death or incapacity of a
         person having an interest in the related Mortgagor, each Mortgage Loan
         contains either (A) provisions for the acceleration of the payment of
         the unpaid principal balance of such Mortgage Loan if any related
         Mortgaged Property or interest therein is directly or indirectly
         transferred or sold without the prior written consent of the mortgagee
         or rating agency confirmation, or (B) provisions for the acceleration
         of the payment of the unpaid principal balance of such Mortgage Loan if
         any related Mortgaged Property or interest therein is directly or
         indirectly transferred or sold without the related Mortgagor having
         satisfied certain conditions specified in the related Mortgage with
         respect to permitted transfers.

                  (xxvii) Mortgagor Concentration. Except in the case of the
         Westfield North Bridge Note A2 Trust Mortgage Loan and the RHP
         Portfolio Mortgage Loan, such Mortgage Loan, together with any other
         Mortgage Loan made to the same Mortgagor or to an Affiliate of such
         Mortgagor, does not represent more than 5% of the Initial Pool Balance.

                  (xxviii) Waivers; Modifications. Except as set forth in a
         written instrument included in the related Mortgage File, the (A)
         material terms of the related Mortgage Note, the related Mortgage(s)
         and any related loan agreement and/or lock-box agreement have not been
         waived, modified, altered, satisfied, impaired, canceled, subordinated
         or rescinded by the mortgagee in any manner, and (B) no portion of a
         related Mortgaged Property has been released from the lien of the
         related Mortgage, in the case of (A) and/or (B), to an extent or in a
         manner that in any such event materially interferes with the security
         intended to be provided by such document or instrument.

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

                  (xxx) Property Release. The terms of the related Mortgage
         Note, Mortgage(s) or other loan document securing such Mortgage Loan do
         not provide for the release from the lien



                                      B-9



         of such Mortgage of any material portion of the related Mortgaged
         Property that is necessary to the operation of such Mortgaged Property
         or was given material value in the underwriting of such Mortgage Loan
         at origination, without (A) payment in full of such Mortgage Loan, (B)
         delivery of Defeasance Collateral in the form of "government
         securities" within the meaning of Section 2(a)(16) of the Investment
         Company Act of 1940, as amended (the "Investment Company Act"), (C)
         delivery of substitute real property collateral, or (D) payment of a
         release price equal to at least 125% of the of the amount of such
         Mortgage Loan allocated to the related Mortgaged Property subject to
         the release or (E) the satisfaction of certain underwriting and legal
         requirements which the Seller required in the origination of comparable
         mortgage loans.

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

                  (xxxii) Property Financial Statements. The related Mortgagor
         has covenanted in the related Mortgage Loan documents to deliver to the
         mortgagee annual operating statements and rent rolls of each related
         Mortgaged Property. If such Mortgage Loan had an original principal
         balance greater than $15 million, the related Mortgagor has covenanted
         to provide such operating statements and rent rolls on a quarterly
         basis.

                  (xxxiii) Single Purpose Entity. If such Mortgage Loan has a
         Cut-off Date Balance in excess of $25 million, then the related
         Mortgagor is obligated by its organizational documents and the related
         Mortgage Loan documents to be a Single Purpose Entity for so long as
         such Mortgage Loan is outstanding; and, if such Mortgage Loan has a
         Cut-off Date Balance greater than $5 million and less than $25 million,
         then the related Mortgagor is obligated by its organizational documents
         and/or the related Mortgage Loan documents to own the related Mortgaged
         Property and no other material assets, except such as are incidental to
         the ownership of such Mortgaged Property for so long as such Mortgage
         Loan is outstanding. For purposes of this representation, "Single
         Purpose Entity" means an entity whose organizational documents or




                                      B-10



         the related Mortgage Loan documents provide substantially to the effect
         that such entity: (A) is formed or organized solely for the purpose of
         owning and operating one or more of the Mortgaged Properties securing
         such Mortgage Loan, (B) may not engage in any business unrelated to the
         related Mortgaged Property or Mortgaged Properties, (C) does not have
         any material assets other than those related to its interest in and
         operation of such Mortgaged Property or Mortgaged Properties and (D)
         may not incur indebtedness other than as permitted by the related
         Mortgage or other Mortgage Loan documents. If such Mortgage Loan has an
         initial principal balance of $25 million and above and the related
         Mortgagor is a single member limited liability company, such
         Mortgagor's organizational documents provide that such Mortgagor shall
         not dissolve or liquidate upon the bankruptcy, dissolution, liquidation
         or death of its sole member and is organized in a jurisdiction that
         provides for such continued existence and there was obtained opinion of
         counsel confirming such continued existence. If such Mortgage Loan has,
         or is part of a group of Mortgage Loans with affiliated Mortgagors
         having, a Cut-off Date Balance equal to or greater than 2% of the
         Initial Pool Balance, or if such Mortgage Loan has an original
         principal balance equal to or greater than $25 million, there was
         obtained an opinion of counsel regarding non-consolidation of such
         Mortgagor.

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

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

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

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

                  (xxxviii) Cross-Collateralization. The related Mortgaged
         Property is not, to the Seller's knowledge, collateral or security for
         any mortgage loan that is not in the Trust Fund and, if such Mortgage
         Loan is cross-collateralized, it is cross-collateralized only with
         other Mortgage Loans in the Trust Fund, except that the Westfield North
         Bridge Mortgaged Property also





                                      B-11



         secures the Westfield North Bridge Non-Trust Loan). The security
         interest/lien on each material item of collateral for such Mortgage
         Loan has been assigned to the Trustee.

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

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

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

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

                  (xliii) Servicing and Collection Practices. The servicing and
         collection practices used by the Seller or, to the Seller's knowledge,
         any prior holder of the related Mortgage Note with respect to such
         Mortgage Loan have been in all respects legal and have met customary
         industry standards.

                  (xliv) Fee Simple. Unless such Mortgage Loan is covered by the
         representation and warranty in the immediately following paragraph
         (xlv), such Mortgage Loan is secured in whole or material part by a fee
         simple interest.

                  (xlv) Leasehold Interest Only. If such Mortgage Loan is
         secured in whole or in material part by the interest of the related
         Mortgagor as a lessee under a Ground Lease but not by the related fee
         interest, then:

                  (A) such Ground Lease or a memorandum thereof has been or will
         be duly



                                      B-12



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

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

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

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

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

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

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



                                      B-13



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

                  (I) such Ground Lease has a currently effective term
         (including any options exercisable by the holder of the related
         Mortgage) that extends not less than 20 years beyond the Stated
         Maturity Date of the related Mortgage Loan;

                  (J) under the terms of such Ground Lease, any estoppel or
         consent letter received by the mortgagee under such Mortgage Loan from
         the lessor and the related Mortgage Loan documents, taken together, any
         related insurance proceeds, other than de minimis amounts for minor
         casualties, with respect to the leasehold interest, or condemnation
         proceeds will be applied either to the repair or restoration of all or
         part of the related Mortgaged Property, with the mortgagee or a trustee
         appointed by it having the right to hold and disburse such proceeds as
         the repair or restoration progresses (except in such cases where a
         provision entitling another party to hold and disburse such proceeds
         would not be viewed as commercially unreasonable by a prudent
         commercial mortgage lender), or to the payment of the outstanding
         principal balance of the Mortgage Loan, together with any accrued
         interest thereon;

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

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

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

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



                                      B-14



         terms of the related Mortgage by the related Mortgagor, the mortgagee
         under such Mortgage Loan has the right (subject to the limitations and
         exceptions set forth in paragraph (v) above) to foreclose upon or
         otherwise exercise its rights with respect to such fee interest.

                  (xlvii) Tax Lot; Utilities. Each related Mortgaged Property
         constitutes one or more complete separate tax lots (or the related
         Mortgagor has covenanted to obtain separate tax lots and an escrow of
         funds in an amount sufficient to pay taxes resulting from a breach
         thereof has been established) or is subject to an endorsement under the
         related title insurance policy; and each related Mortgaged Property is
         served by a public or other acceptable water system, a public sewer
         (or, alternatively, a septic) system, and other customary utility
         facilities.

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

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

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



                                      B-15



                  (li) Due Date. Subject to any business day convention imposed
         by the related loan documents, the Due Date for such Mortgage Loan is
         scheduled to be the first day, the sixth day, the tenth day or the
         eleventh day of each month.

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

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

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

                  (lv) No Undisclosed Common Ownership. To the Seller's
         knowledge, except where multiple properties secure an individual
         Mortgage Loan and except for properties securing Mortgage Loans that
         are cross-defaulted and cross-collateralized and, except as listed on
         Schedule I no two properties securing Mortgage Loans are directly or
         indirectly under common ownership.

                  (lvi) Loan Outstanding. Such Mortgage Loan has not been
         satisfied in full, and except as expressly contemplated by the related
         loan agreement or other documents contained in the related Mortgage
         File, no material portion of the related Mortgaged Property has been
         released.

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

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

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

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



                                      B-16



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

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

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

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


                                      B-17





                                   SCHEDULE I

                                 LB-UBS 2004-C6
                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES



CONTROL
NUMBER                       PROPERTY                            ISSUE
----------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION (V):   LOAN DOCUMENT STATUS.
----------------------------------------------------------------------------------------------------------------------

6                230 West 41st Street                            No recourse to warm body guarantor.

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

13               Stockdale Tower                                 If certain tenants are not in occupancy and paying
                                                                 rent by December 31, 2004, the mortgage loan
                                                                 becomes full recourse to the borrower.

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

27               601 Hawaii                                      The related mortgage loan is full recourse to the
                                                                 sponsors of the borrower until such time as the
                                                                 responsible party with respect to certain
                                                                 environmental conditions at the mortgaged
                                                                 property, and the parent of such responsible
                                                                 party, execute a revised environmental indemnity
                                                                 agreement.

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

36               Meadowgreen Apartments                          Warm body guarantor is back-up guarantor to a
                                                                 non-warm body guarantor.

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

55               Sunset Road and Procyon Street                  The related mortgage loan is full recourse to the
                                                                 borrower.

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

66               Sunset West Mobile Home Park                    The related mortgage loan is full recourse to the
                                                                 borrower.

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

91               Cedar Apartments                                The related mortgage loan is full recourse to the
                                                                 borrower.

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

                 All Properties                                  With respect to the non-recourse carveout
                                                                 guarantee concerning fraud, certain of the
                                                                 guarantors have only agreed to be, in
----------------------------------------------------------------------------------------------------------------------


                                                         1




CONTROL
NUMBER                       PROPERTY                            ISSUE
----------------------------------------------------------------------------------------------------------------------

                                                                 connection with and to the extent of any
                                                                 material fraud or material intentional fraud
                                                                 or material misrepresentations or material
                                                                 intentional misrepresentation by the related
                                                                 borrower.

                                                                 With respect to the non-recourse carve-out
                                                                 covering misapplication or misappropriation, some
                                                                 guarantors have agreed to cover "misapplication or
                                                                 conversion" or "misappropriation or conversion"
                                                                 and some such non-recourse carve-outs apply only
                                                                 during the continuance of an event of default.

----------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION (X): NO MATERIAL DAMAGE.
----------------------------------------------------------------------------------------------------------------------

29               1030-1048 Third Avenue, 163-165 E. 61st
                 Street, 160-162 E. 62nd Street                  Although the related mortgage loan documents
                                                                 provide that any condemnation awards which the
                                                                 related borrower is entitled to will be applied to
                                                                 either repair or restoration of all or part of the
                                                                 related mortgaged property or the reduction of the
                                                                 outstanding principal balance of such mortgage
                                                                 loan, the master lease provides that with respect
                                                                 to the portion of the mortgaged property which
                                                                 consists of retail commercial space, a parking
                                                                 garage and a laundry room located in a cooperative
                                                                 apartment tower, the landlord under the master
                                                                 lease shall receive the entire condemnation award,
                                                                 and the related borrower, as tenant under the
                                                                 master lease, is expressly prohibited from making
                                                                 a claim for an award under the master lease, other
                                                                 than an award for the cost of its moving expenses.
                                                                 The related mortgage loan is fully recourse to the
                                                                 related borrower and the related borrower's
                                                                 principal if a casualty or condemnation occurs and
                                                                 the lessor under the master lease, the leasehold
                                                                 mortgagee under the ground lease or such other
                                                                 party as may be

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


                                                         2




CONTROL
NUMBER                       PROPERTY                            ISSUE
----------------------------------------------------------------------------------------------------------------------

                                                                 responsible for restoring the related mortgaged
                                                                 property under the master lease and/or the
                                                                 ground lease does not, cannot, will not or
                                                                 elects not to promptly and fully restore the
                                                                 related mortgaged property (regardless of
                                                                 whether or not insurance proceeds or
                                                                 condemnation awards, as applicable, are made
                                                                 available for restoration).

----------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION (XII):  PROPERTY INSURANCE.
----------------------------------------------------------------------------------------------------------------------

6                230 West 41st Street                            The amount of "all risk" insurance is equal to the
                                                                 greater of (A) the then full replacement cost of
                                                                 the improvements and the equipment located on the
                                                                 mortgaged property, without deduction for physical
                                                                 depreciation, and (B) such amount that the insurer
                                                                 would not deem the borrower a co-insurer under
                                                                 said policies, in each case without reference to
                                                                 the loan amount.

                                                                 The borrower is permitted to place and maintain
                                                                 the umbrella liability insurance with United
                                                                 Educators Risk Retention so long as such company
                                                                 maintains a financial strength and claims paying
                                                                 ability rating of at least A:VII from A.M. Best
                                                                 Company.

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

26               Fordham Road Retail                             Certain of the insurers which have issued policies
                                                                 submitted to the lender do not satisfy insurance
                                                                 rating requirements of at least A: VIII from A.M.
                                                                 Best Company or "A" or better from Standards and
                                                                 Poor's. Lender has accepted the existing policies
                                                                 notwithstanding this failure, provided that
                                                                 borrower is required to provided policies issued
                                                                 by insurers satisfying the insurance rating
                                                                 requirements not later than the earliest to occur
                                                                 of (i) 30 days prior to the expiration date of the
                                                                 existing policies, or (ii) ten days after borrower
                                                                 becomes aware of a downgrade, withdrawal or

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


                                                         3




CONTROL
NUMBER                       PROPERTY                            ISSUE
----------------------------------------------------------------------------------------------------------------------

                                                                 qualification of the financial strength and claims
                                                                 paying ability rating of any or all of the
                                                                 insurers which have issued any of the existing
                                                                 policies.

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

29               1030-1048 Third Avenue, 163-165 East 61st       Although the related mortgage loan requires the
                 Street, 160-162 East 62nd Street                related borrower to maintain insurance policies
                                                                 which comply with the provisions hereof, the
                                                                 mortgagee is not entitled to receive, control or
                                                                 participate in insurance proceeds under the master
                                                                 lease which secures the related mortgage loan, nor
                                                                 are the insurance proceeds to be applied to the
                                                                 principal balance of the mortgage loan. However,
                                                                 the related borrower and the related borrower's
                                                                 principal are personally liable to the lender for
                                                                 any loss or damage suffered if a casualty or a
                                                                 condemnation occurs and the related mortgaged
                                                                 property is restored. In addition, the related
                                                                 mortgage loan is fully recourse to the related
                                                                 borrower and the related borrower's principal if a
                                                                 casualty or condemnation occurs and the lessor
                                                                 under the master lease, the leasehold mortgagee
                                                                 under the ground lease or such other party as may
                                                                 be responsible for restoring the related mortgaged
                                                                 property under the master lease and/or the ground
                                                                 lease does not, cannot, will not or elects not to
                                                                 promptly and fully restore the related mortgaged
                                                                 property (regardless of whether or not insurance
                                                                 proceeds or condemnation awards, as applicable,
                                                                 are made available for restoration).

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



                                                         4





CONTROL
NUMBER                       PROPERTY                            ISSUE
----------------------------------------------------------------------------------------------------------------------


40, 47, 49       Walgreens - Portland                            Business interruption insurance was not required
                                                                 because rent does not abate within 12 months
                 Walgreens - Chesapeake                          following the event of a casualty.

                 Walgreens - Columbus

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

52               LaSalle Bank Branch                             Business interruption insurance was not required
                                                                 because rent does not abate within 12 months
                                                                 following the event of a casualty.

                                                                 Tenant self-insures and tenant will not disclose
                                                                 if terrorism coverage is included in tenant's
                                                                 self-insurance program. The related borrower and a
                                                                 principal of the borrower are liable for loss,
                                                                 cost or damage for failure by the tenant or the
                                                                 related borrower to restore on account of a
                                                                 terrorist act or for failure to maintain terrorism
                                                                 insurance.

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

74               CVS - Southfield                                The related borrower insures the mortgaged
                                                                 property. If the tenant elects to maintain
                                                                 insurance, the required insurance rating is A.M.
                                                                 Best A:VIII.

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

                 All Properties                                  With respect to certain mortgage loans, the lender
                                                                 accepted comprehensive liability insurance in an
                                                                 amount less than that required by the loan
                                                                 documents, provided, however, that all the
                                                                 mortgage loans provide a primary general liability
                                                                 policy of at least $1,000,000 per occurrence with
                                                                 $2,000,000 in the aggregate.

----------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION (XVI):  SUBORDINATE DEBT.
----------------------------------------------------------------------------------------------------------------------


                                                         5




CONTROL
NUMBER                       PROPERTY                            ISSUE
----------------------------------------------------------------------------------------------------------------------

4                RHP Portfolio                                   The holder of the equity interests in the
                                                                 borrowers incurred mezzanine debt in the amount of
                                                                 $8,200,000, which mezzanine debt was secured by a
                                                                 pledge of 100% of the equity interests in the
                                                                 related borrowers. The mezzanine lender entered
                                                                 into an intercreditor agreement with the lender.

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

6                230 West 41st Street                            The borrower is allowed to finance the acquisition
                                                                 of miscellaneous ancillary equipment not critical
                                                                 to the normal operation of the mortgaged property
                                                                 so long as such financing is not secured by any
                                                                 portion of the mortgaged property other than the
                                                                 equipment financed and the total principal amount
                                                                 of all such equipment financing does not exceed
                                                                 $500,000 in the aggregate at any one time.

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

28               Hamptons Hotel Resort Portfolio                 The holder of the equity interests in the
                                                                 borrowers incurred mezzanine debt in the amount of
                                                                 $1,200,000, which mezzanine debt was secured by a
                                                                 pledge of 100% of the equity interests in the
                                                                 related borrowers. The mezzanine lender entered
                                                                 into an intercreditor agreement with the lender.

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

34               1500 Astor Avenue                               The mortgage loan documents allow the principal of
                                                                 the related borrower to maintain a credit line
                                                                 secured by the principal's personal property as
                                                                 evidenced by a UCC financing statement filed
                                                                 against the principal.

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


                                                         6




CONTROL
NUMBER                       PROPERTY                            ISSUE
----------------------------------------------------------------------------------------------------------------------

                 All Properties                                  The loan documents allow the borrower to incur
                                                                 certain trade payables up to a predetermined
                                                                 amount, which is generally less than or equal to
                                                                 5% of the loan amount.

----------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION (XIX):  ENVIRONMENTAL CONDITIONS.
----------------------------------------------------------------------------------------------------------------------

2                Westfield North Bridge                          The related borrower is the only environmental
                                                                 indemnitor. No natural person has agreed to
                                                                 indemnify the lender for hazardous substance
                                                                 losses.

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


                                                         7




CONTROL
NUMBER                       PROPERTY                            ISSUE
----------------------------------------------------------------------------------------------------------------------

6                230 West 41st Street                            No natural person has agreed to indemnify the
                                                                 lender for hazardous substance losses.

                                                                 The indemnified costs include "diminution in
                                                                 value" provided that no such indemnified costs as
                                                                 a result of any such diminution in value shall
                                                                 exceed the amount of the related mortgage loan.

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

27               601 Hawaii                                      Chlorinated solvents and petroleum hydrocarbons
                                                                 were detected during a Phase II limited subsurface
                                                                 investigation and other soil and ground water
                                                                 testing at the mortgaged property.

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


                                                         8




CONTROL
NUMBER                       PROPERTY                            ISSUE
----------------------------------------------------------------------------------------------------------------------

63               Walgreens - San Antonio                         The related borrower is currently awaiting a "No
                                                                 Further Action Letter" from the State of Texas
                                                                 with respect to a previously remediated hazardous
                                                                 substance spill that occurred while USTs were
                                                                 being removed from the mortgaged property. An
                                                                 escrow reserve is being held in the amount of
                                                                 $50,000 by the Borrower's escrow agent. Such
                                                                 escrow funds will be distributed to (i) the lender
                                                                 if the "No Further Action Letter" is not delivered
                                                                 or (ii) to the person who sold the mortgaged
                                                                 property to the borrower if such "No Further
                                                                 Action Letter" is delivered.

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

76               Eckerd - Simpsonville                           The mortgaged property is listed as an active
                                                                 South Carolina Department of Health and
                                                                 Environmental Control Leaking Underground Storage
                                                                 Tank (LUST) site. According to the independent
                                                                 environmental consultant, the subject leaking
                                                                 underground storage tank is qualified for the
                                                                 State Underground Petroleum Environmental Response
                                                                 Bank Fund, which provides a combined coverage of
                                                                 $1,000,000 per occurrence over a deductible of
                                                                 $25,000 (which has been met in this case) to cover
                                                                 both the costs of remediation as well as costs and
                                                                 liabilities associated with third party claims.
                                                                 According to the independent environmental
                                                                 consultant, assessments and ground water
                                                                 monitoring through monitoring wells are underway.
                                                                 The independent consultant estimates that the cost
                                                                 of remedial activities and monitoring will not
                                                                 exceed $150,000.

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


                                                         9




CONTROL
NUMBER                       PROPERTY                            ISSUE
----------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION (XXV):  DUE-ON-ENCUMBRANCE.
----------------------------------------------------------------------------------------------------------------------

4                RHP Portfolio                                   The holder of the equity interests in the
                                                                 borrowers incurred mezzanine debt in the amount of
                                                                 $8,200,000, which mezzanine debt was secured by a
                                                                 pledge of 100% of the equity interests in the
                                                                 related borrowers. The mezzanine lender entered
                                                                 into an intercreditor agreement with the lender.

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

6                230 West 41st Street                            The related borrower is allowed to finance the
                                                                 acquisition of miscellaneous ancillary equipment
                                                                 not critical to the normal operation of the
                                                                 mortgaged property so long as such financing is
                                                                 not secured by any portion of the Mortgaged
                                                                 Property other than the equipment financed and the
                                                                 total principal amount of all such equipment
                                                                 financing does not exceed $500,000 in the
                                                                 aggregate at any one time.

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

28               Hampton Resorts Hotel Portfolio                 The holder of the equity interests in the
                                                                 borrowers incurred mezzanine debt in the amount of
                                                                 $1,200,000, which mezzanine debt was secured by a
                                                                 pledge of 100% of the equity interests in the
                                                                 related borrowers. The mezzanine lender entered
                                                                 into an intercreditor agreement with the lender.

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

34               1500 Astor Avenue                               The loan documents allow the principal of the
                                                                 related borrower to maintain a credit line secured
                                                                 by the principal's personal property as evidenced
                                                                 by a UCC financing statement filed against the
                                                                 principal.

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

                 All Properties                                  The loan documents allow the borrower to incur
                                                                 certain trade payables up to a predetermined
                                                                 amount, which is generally less than or equal to
                                                                 5% of the loan amount.

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


                                                        10




CONTROL
NUMBER                       PROPERTY                            ISSUE
----------------------------------------------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION (XXVI): DUE-ON-SALE.
----------------------------------------------------------------------------------------------------------------------

6                230 West 41st Street                            A change in the directors or officers of 230 West
                                                                 41st Street LLC, the borrower named in the Loan
                                                                 Documents (but not any subsequent borrower
                                                                 thereunder), or of Research Foundation of the City
                                                                 University of New York (a not-for-profit
                                                                 corporation that is the sole member of the
                                                                 borrower) in the ordinary course of running the
                                                                 business of such entity is permitted without the
                                                                 lender's consent and will not be considered a
                                                                 change of control of the borrower so long as the
                                                                 Mortgaged Property is and continues to be managed
                                                                 by a reputable and experienced regionally
                                                                 recognized management organization reasonably
                                                                 acceptable to the lender.

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

27               601 Hawaii                                      A condemnation action is currently pending in the
                                                                 Los Angeles Superior Court with respect to a small
                                                                 portion of the mortgaged property which the lender
                                                                 did not include in its underwriting calculations.
                                                                 Any award granted in connection with such
                                                                 condemnation will be the property of the related
                                                                 borrower.

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

80               Walgreens - El Paso                             The mortgage loan documents permit a one-time
                                                                 transfer of the beneficial ownership of the
                                                                 related borrower to any one of the following:
                                                                 TRUST F/B/O JANE LIEBERMAN RUBIN U/A DATED
                                                                 12/23/93, TRUST F/B/O KERRY IRIS U/A DATED
                                                                 12/23/93, TRUST F/B/O ROREE IRIS-WILLIAMS U/A
                                                                 DATED 12/23/93 and TRUST F/B/O SUSAN LIEBERMAN
                                                                 SMOTRICH U/A DATED 12/23/93, each of which have a
                                                                 current
----------------------------------------------------------------------------------------------------------------------


                                                        11




CONTROL
NUMBER                       PROPERTY                            ISSUE
----------------------------------------------------------------------------------------------------------------------

                                                                 beneficial ownership interest in the entity
                                                                 responsible for management of the mortgaged
                                                                 property or to their immediate family member or an
                                                                 entity or trust which is controlled by the
                                                                 immediate family member.

----------------------------------------------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION (XXXI):  QUALIFICATIONS, LICENSING, ZONING.
----------------------------------------------------------------------------------------------------------------------

6                230 West 41st Street                            The certificate of occupancy for the improvements
                                                                 located on the mortgaged property is a temporary
                                                                 certificate that expires on August 24, 2004. The
                                                                 related borrower has agreed to maintain said
                                                                 temporary certificate of occupancy in effect until
                                                                 the final unconditional certificate of occupancy
                                                                 has been obtained. The related borrower has also
                                                                 agreed to diligently take all actions and pay all
                                                                 amounts as may be necessary to satisfy the
                                                                 requirements of all applicable governmental
                                                                 entities in order to cause the issuance of the
                                                                 final unconditional certificate of occupancy and
                                                                 to obtain said final unconditional certificate of
                                                                 occupancy and deliver a copy of the same to the
                                                                 lender, as quickly as commercially reasonable, but
                                                                 in no event later than the maturity date of the
                                                                 mortgage loan. The related guarantor is liable for
                                                                 any loss, damage, cost, expense, liability, claim
                                                                 or other obligation incurred by the lender if the
                                                                 temporary certificate of occupancy is canceled or
                                                                 revoked, expires without the renewal thereof, or
                                                                 terminates for any reason prior to the issuance of
                                                                 the final unconditional certificate of occupancy,
                                                                 or if the borrower has not obtained the final
                                                                 unconditional certificate of occupancy and
                                                                 delivered a copy of the same to the lender prior
                                                                 to the maturity date of the mortgage loan. It is
                                                                 also an event of default under the mortgage loan
                                                                 documents if the temporary certificate of
                                                                 occupancy is
----------------------------------------------------------------------------------------------------------------------


                                                        12




CONTROL
NUMBER                       PROPERTY                            ISSUE
----------------------------------------------------------------------------------------------------------------------

                                                                 canceled or revoked, expires without the renewal
                                                                 thereof, or terminates for any reason prior to the
                                                                 issuance of the final unconditional certificate of
                                                                 occupancy, or if the borrower has not obtained the
                                                                 final unconditional certificate of occupancy and
                                                                 delivered a copy of the same to the lender prior
                                                                 to the maturity date of the mortgage loan.

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

26               Fordham Road Retail                             The related title policy lists various building
                                                                 code violations, including the removal of a
                                                                 retaining wall. The related borrower is required
                                                                 to cure all violations within 60 days of closing
                                                                 and clear same of record within 6 months of
                                                                 closing. The mortgage loan is recourse to the
                                                                 related borrower and guarantor for any loss, costs
                                                                 or damages arising out of the existence of these
                                                                 violations and/or failure to cure and/or discharge
                                                                 such violations of record.

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

34               1500 Astor Avenue                               The related title policy lists various building
                                                                 code and fire code violations. The related
                                                                 borrower is required to cure all violations within
                                                                 60 days of closing and clear same of record within
                                                                 6 months of closing. The mortgage loan is recourse
                                                                 to the related borrower and guarantor for any
                                                                 loss, costs or damages arising out of the
                                                                 existence of these violations and/or failure to
                                                                 cure and/or discharge such violations of record.

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

49               Walgreens - Columbus                            The related borrower is required to deliver to the
                                                                 lender a letter from the municipality confirming
                                                                 that a setback violation is considered de minimus
                                                                 and the project is considered legal conforming in
                                                                 all respects. The related borrower and its
                                                                 principal are liable for loss, costs or damages
                                                                 resulting from failure to comply with the
                                                                 obligations
----------------------------------------------------------------------------------------------------------------------


                                                        13




CONTROL
NUMBER                       PROPERTY                            ISSUE
----------------------------------------------------------------------------------------------------------------------

                                                                 to obtain such letter and for failure of the
                                                                 property to comply with zoning laws.

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

81               312 East 9th Street                             There are certain open New York City Departmental
                                                                 violations on record. The most recent violations
                                                                 are from the year 2000 and are violations from the
                                                                 NYC HPD. The related borrower has covenanted to
                                                                 cure and remove the open violations from the
                                                                 record within 6 months after the closing date. In
                                                                 addition, based on the zoning report obtained by
                                                                 the lender, the related mortgaged property was
                                                                 constructed prior to the enforcement of
                                                                 certificates of occupancy and, therefore, does not
                                                                 have a certificate of occupancy. The related
                                                                 mortgage loan documents provide that the related
                                                                 borrower and its principal are personally liable
                                                                 for any loss or damage suffered by the lender as a
                                                                 result of (i) the related borrower's failure to
                                                                 cure the violations and remove the violations of
                                                                 record as and when required by the related
                                                                 mortgage loan documents or (ii) the failure of the
                                                                 related mortgaged property to have a certificate
                                                                 of occupancy.

----------------------------------------------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION (XLII):  LICENSES, PERMITS AND AUTHORIZATIONS.
----------------------------------------------------------------------------------------------------------------------

6                230 West 41st Street                            The certificate of occupancy for the improvements
                                                                 located on the mortgaged property is a temporary
                                                                 certificate that expires on August 24, 2004. The
                                                                 related borrower has agreed to maintain said
                                                                 temporary certificate of occupancy in effect until
                                                                 the final unconditional certificate of occupancy
                                                                 has been obtained. The related borrower has also
                                                                 agreed to diligently take all actions and pay all
                                                                 amounts as may be necessary to satisfy the
                                                                 requirements of all applicable governmental
                                                                 entities in order to cause the issuance of the
                                                                 final unconditional
----------------------------------------------------------------------------------------------------------------------



                                                        14




CONTROL
NUMBER                       PROPERTY                            ISSUE
----------------------------------------------------------------------------------------------------------------------

                                                                 certificate of occupancy and to obtain said final
                                                                 unconditional certificate of occupancy and deliver
                                                                 a copy of the same to the lender, as quickly as
                                                                 commercially reasonable, but in no event later
                                                                 than the maturity date of the mortgage loan. The
                                                                 related guarantor is liable for any loss, damage,
                                                                 cost, expense, liability, claim or other
                                                                 obligation incurred by the lender if the temporary
                                                                 certificate of occupancy is canceled or revoked,
                                                                 expires without the renewal thereof, or terminates
                                                                 for any reason prior to the issuance of the final
                                                                 unconditional certificate of occupancy, or if the
                                                                 borrower has not obtained the final unconditional
                                                                 certificate of occupancy and delivered a copy of
                                                                 the same to the lender prior to the maturity date
                                                                 of the mortgage loan. It is also an event of
                                                                 default under the mortgage loan documents if the
                                                                 temporary certificate of occupancy is canceled or
                                                                 revoked, expires without the renewal thereof, or
                                                                 terminates for any reason prior to the issuance of
                                                                 the final unconditional certificate of occupancy,
                                                                 or if the borrower has not obtained the final
                                                                 unconditional certificate of occupancy and
                                                                 delivered a copy of the same to the lender prior
                                                                 to the maturity date of the mortgage loan.

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

26               Fordham Road Retail                             The related title policy lists various building
                                                                 code violations, including the removal of a
                                                                 retaining wall. The related borrower is required
                                                                 to cure all violations within 60 days of closing
                                                                 and clear same of record within 6 months of
                                                                 closing. The mortgage loan is recourse to the
                                                                 related borrower and guarantor for any loss, costs
                                                                 or damages arising out of the existence of these
                                                                 violations and/or failure to cure and/or discharge
                                                                 such violations of record.

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


                                                        15




CONTROL
NUMBER                       PROPERTY                            ISSUE
----------------------------------------------------------------------------------------------------------------------

26               Fordham Road Retail                             The related title policy lists various building
                                                                 code violations, including the removal of a
                                                                 retaining wall. The related borrower is required
                                                                 to cure all violations within 60 days of closing
                                                                 and clear same of record within 6 months of
                                                                 closing. The mortgage loan is recourse to the
                                                                 related borrower and guarantor for any loss, costs
                                                                 or damages arising out of the existence of these
                                                                 violations and/or failure to cure and/or discharge
                                                                 such violations of record.

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

34               1500 Astor Avenue                               The related title policy lists various building
                                                                 code and fire code violations. The related
                                                                 borrower is required to cure all violations within
                                                                 60 days of closing and clear same of record within
                                                                 6 months of closing. The mortgage loan is recourse
                                                                 to the related borrower and guarantor for any
                                                                 loss, costs or damages arising out of the
                                                                 existence of these violations and/or failure to
                                                                 cure and/or discharge such violations of record.

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

81               312 East 9th Street                             Based on the zoning report obtained by the lender,
                                                                 the related mortgaged property was constructed
                                                                 prior to the enforcement of certificates of
                                                                 occupancy and, therefore, does not have a
                                                                 certificate of occupancy. The related mortgage
                                                                 loan documents provide that the related borrower
                                                                 and its principal are personally liable for any
                                                                 loss or damage suffered by the lender as a result
                                                                 of (i) the related borrower's failure to cure the
                                                                 violations and remove the violations of record as
                                                                 and when required by the related mortgage loan
                                                                 documents or (ii) the failure of the related
                                                                 mortgaged property to have a certificate of
                                                                 occupancy.

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



                                                        16




CONTROL
NUMBER                       PROPERTY                            ISSUE
----------------------------------------------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION (XLV):  LEASEHOLD INTEREST ONLY.
----------------------------------------------------------------------------------------------------------------------

9                Pacific Beach Hotel                             (C) Consent is only required during the term of
                                                                 the Mortgage Loan (and not any future loan) with
                                                                 respect to one of the ground leases. Consent is
                                                                 always required with respect to the other two
                                                                 ground leases.

                                                                 (F) The ground leases do not specifically state
                                                                 that a notice of default will not be effective
                                                                 unless a copy is sent to the lender, but the
                                                                 leases do provide that lender will have an
                                                                 opportunity to cure after receipt of such notice
                                                                 before landlord may terminate. In addition, the
                                                                 requirement to enter into a new lease with a
                                                                 lender upon termination only applies during the
                                                                 term of the Mortgage Loan (and not any future
                                                                 loan) and only applies to a termination due to a
                                                                 default which is not reasonably capable of cure by
                                                                 lender or a rejection of the lease in bankruptcy.

                                                                 (J) The ground leases state that all insurance
                                                                 proceeds will be used to restore the property.
                                                                 With respect to one of the ground leases, a
                                                                 trustee appointed by the lessor and lessee will
                                                                 have the right to hold and disburse proceeds and
                                                                 with respect to the other two ground leases, a
                                                                 trustee appointed by the lessee has such right.
                                                                 However, the related mortgage loan documents
                                                                 provide for the assignment of these rights to the
                                                                 lender. Upon a condemnation of any portion of the
                                                                 ground lease estate, the related borrower is
                                                                 entitled to only that portion of any award that
                                                                 represents the unamortized value of the
                                                                 improvements. The borrower has obtained a
                                                                 condemnation policy for the term of the Mortgage
                                                                 Loan which provides any additional amounts, over
                                                                 the borrower's allocation of condemnation awards,
                                                                 necessary to pay the outstanding balance of

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


                                                        17




CONTROL
NUMBER                       PROPERTY                            ISSUE
----------------------------------------------------------------------------------------------------------------------

                                                                 the loan and accrued interest thereon, subject to
                                                                 certain limitations set forth in such policy,
                                                                 including a limitation on the amount of coverage
                                                                 thereof.

                                                                 (K) The lessor has certain consent rights with
                                                                 respect to the subleasing of certain restaurant
                                                                 spaces.

                                                                 (L) The requirement to enter into a new lease with
                                                                 a lender upon termination only applies during the
                                                                 term of the Mortgage Loan (and not any future
                                                                 loan) and only applies to a termination due to a
                                                                 default which is not reasonably capable of cure by
                                                                 lender or a rejection of the lease in bankruptcy.

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

29               1030-1048 Third Avenue, 163-165 East 61st       (J) Although the related mortgage loan requires
                 Street, 160-162 East 62nd Street                the related borrower to maintain insurance
                                                                 policies which comply with the requirements of the
                                                                 mortgage loan documents, the lender is not
                                                                 entitled to receive, control or participate in
                                                                 insurance proceeds under the master lease which
                                                                 secures the related mortgage loan, nor are the
                                                                 insurance proceeds required to be applied to the
                                                                 principal balance of the mortgage loan. However,
                                                                 the related borrower and the related borrower's
                                                                 principal are personally liable to lender for any
                                                                 loss or damage suffered if a casualty or a
                                                                 condemnation occurs and the related mortgaged
                                                                 property is restored. In addition, the related
                                                                 mortgage loan is fully recourse to the related
                                                                 borrower and the related borrower's principal if a
                                                                 casualty or condemnation occurs and the lessor
                                                                 under the master lease, the leasehold mortgagee
                                                                 under the ground lease or such other party as may
                                                                 be responsible for restoring the related mortgaged
                                                                 property under the master lease and/or the ground
                                                                 lease does not, cannot, will not or elects not to
                                                                 promptly and fully restore the related
----------------------------------------------------------------------------------------------------------------------


                                                        18




CONTROL
NUMBER                       PROPERTY                            ISSUE
----------------------------------------------------------------------------------------------------------------------

                                                                 mortgaged property (regardless of whether or not
                                                                 insurance proceeds or condemnation awards, as
                                                                 applicable, are made available for restoration).

----------------------------------------------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION (XLVII):  TAX LOT; UTILITIES.
----------------------------------------------------------------------------------------------------------------------

29                1030-1048 Third Avenue, 163-165 East 61st      The related mortgage loan is secured by a
                  Street, 160-162 East 62nd Street               leasehold estate pursuant to a master lease
                                                                 demising (a) retail commercial space, a parking
                                                                 garage and a laundry room which constitute
                                                                 portions of space in a cooperative apartment
                                                                 tower, and (b) two residential townhouses. The two
                                                                 residential townhouses constitute a separate tax
                                                                 lot. The retail commercial space, parking garage
                                                                 and laundry room are neither part of such tax lot,
                                                                 nor constitute a complete separate tax lot. The
                                                                 related borrower, as tenant under the master
                                                                 lease, is obligated to pay 3% of all increases in
                                                                 taxes for the cooperative apartment tower over a
                                                                 base year to the landlord under the master lease.

----------------------------------------------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION (LV):  NO UNDISCLOSED COMMON OWNERSHIP.
----------------------------------------------------------------------------------------------------------------------

                 Meadowgreen Apartments
36, 44                                                          These mortgage loans have affiliated borrowers with
                 Peppertree Apartments                          common principals.

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

                 Walgreens - Portland
40, 47, 49                                                      These mortgage loans are to affiliate borrowers with
                 Walgreens - Chesapeake                         common ownership and principals.

                 Walgreens - Columbus

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

63, 70           Walgreens - San Antonio                        These mortgage loans are to affiliate borrowers with
                                                                common ownership and principals.
                 Walgreens - Houston

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



                                                        19



                                   EXHIBIT C-1

                  OPINION OF CADWALADER, WICKERSHAM & TAFT LLP


                 [CADWALADER, WICKERSHAM & TAFT LLP LETTERHEAD]



August 24, 2004

Addressees listed on Schedule A


Re:  LB-UBS Commercial Mortgage Trust 2004-C6, Commercial Mortgage Pass-Through
     Certificates, Series 2004-C6
     --------------------------------------------------------------------------


Ladies and Gentlemen:

          We are rendering this opinion pursuant to Section 8(j) of the Mortgage
Loan Purchase Agreement, dated as of August 10, 2004 (the "MLPA"), among UBS
Real Estate Investments Inc., as seller (the "Seller"), UBS Principal Finance
LLC, as an additional party ("UBSPF") and Structured Asset Securities
Corporation II, as purchaser ("SASC").

          We have acted as special counsel to the Seller in connection with the
following transactions: (i) the sale by the Seller, and the purchase by SASC, of
multifamily and commercial mortgage loans in the principal amount of
approximately $516,283,002 (the "UBS Mortgage Loans"), pursuant to the MLPA;
(ii) the execution by the Seller of the UBS Indemnification Agreement, dated as
of August 10, 2004 (the "Indemnification Agreement"), by and among the Seller,
UBS Americas Inc. ("UBS Americas" and, together with the Seller, the "UBS
Entities"), SASC and the Underwriters (as defined below); and (iii) the
acknowledgement by the Seller of certain sections of the Underwriting Agreement,
dated as of August 10, 2004 (the "Underwriting Agreement"), by and among SASC,
UBS Securities LLC ("UBS Securities") and Lehman Brothers Inc. ("Lehman", and
together with UBS Securities, the "Underwriters"), and acknowledged with respect
to certain sections by the Seller and Lehman Brothers Holdings Inc. ("LBHI").

          We have also acted as special counsel to UBS Americas in connection
with the execution by UBS Americas of the Indemnification Agreement and to UBSPF
in connection with the execution by UBSPF of the MLPA.

          The MLPA, the Indemnification Agreement and the Underwriting Agreement
are collectively referred to herein as the "Agreements." Capitalized terms not
defined herein have the respective meanings set forth in the MLPA.

          In rendering the opinions set forth below, we have examined and, as to
factual matters relevant to the opinions set forth below, relied upon the
originals, copies or specimens, certified or otherwise identified to our
satisfaction, of the Agreements and such certificates, corporate and public
records, agreements, instruments and other documents, including, among other
things, the documents and agreements delivered at the closing of the purchase
and sale of the Certificates (the "Closing"), as we have deemed appropriate as a
basis for the opinions expressed below. In such examination we have assumed the
genuineness of all signatures, the authenticity of all documents, agreements and
instruments submitted to us as originals, the conformity to original documents,
agreements and instruments of all documents, agreements and instruments
submitted to us as copies or specimens, the authenticity of the originals of
such



documents, agreements and instruments submitted to us as copies or specimens,
the conformity of the text of each document filed with the Securities and
Exchange Commission through its Electronic Data Gathering, Analysis and
Retrieval System to the printed document reviewed by us, and the accuracy of the
matters set forth in the documents, agreements and instruments we reviewed. As
to any facts material to the opinions expressed below that were not known to us,
we have relied upon statements, certificates and representations of officers and
other representatives of the UBS Entities, UBSPF, SASC and the Underwriters,
including those contained in the Agreements and other documents, certificates,
agreements and opinions delivered at the Closing, and of public officials. In
addition, with respect to the opinions referred to in paragraphs 8(c), 8(d) and
9 below, such opinions are based solely on the Seller Officer's Certificate and
the UBS Americas Officer's Certificate referred to below, a review of the items,
if any, identified as exceptions in the exhibits to such certificates,
conversation with internal counsel for each of the UBS Entities, and the actual
knowledge of attorneys who conducted such review, had such conversations and/or
customarily represent the UBS Entities in real estate lending transactions,
financing transactions, and/or transactions similar to those contemplated by the
Agreements. Except as expressly set forth herein, we have not undertaken any
independent investigation (including, without limitation, conducting any review,
search or investigation of any public files, records or dockets) to determine
the existence or absence of the facts that are material to our opinion, and no
inference as to our knowledge concerning such facts should be drawn from our
reliance on the representations of the UBS Entities, UBSPF and others in
connection with the preparation and delivery of this letter.

          In particular, we have examined and relied upon:

          1.   the MLPA;

          2.   the Underwriting Agreement;

          3.   the Indemnification Agreement;

          4.   the officer's certificate of Seller, dated the date hereof (the
               "Seller Officer's Certificate"); and

          5.   the officer's certificate of UBS Americas, dated the date hereof
               (the "UBS Americas Officer's Certificate").

          References in this letter to "Applicable Laws" shall mean those laws,
rules and regulations of the State of New York and of the United States of
America which, in our experience, are normally applicable to transactions of the
type contemplated by the Agreements, as well as the General Corporation Law of
the State of Delaware with respect to the opinions referred to in paragraphs 1
through 4, 8(a), 8(b)(i), 8(c) and 8(d) below. While we are not licensed to
practice law in the State of Delaware, we have reviewed applicable provisions of
the Delaware General Corporation Law as we have deemed appropriate in connection
with the opinions expressed herein. Except as described we have neither examined
nor do we express any opinion with respect to Delaware law. References in this
letter to the term


                                       -2-


"Governmental Authorities" means executive, legislative, judicial,
administrative or regulatory bodies of the State of New York or the United
States of America. References in this letter to the term "Governmental Approval"
means any consent, approval, license, authorization or validation of, or filing,
recording or registration with, any Governmental Authority pursuant to
Applicable Laws.

          We have also assumed, except as to the UBS Entities, that all parties
who executed any documents, agreements and instruments in connection with the
transactions contemplated by the Agreements had the power and legal right to
execute and deliver all such documents, agreements and instruments, and, except
as to the UBS Entities and UBSPF, that such documents, agreements and
instruments are legal, valid and binding obligations of such parties,
enforceable against such parties in accordance with their respective terms. As
used herein, "to our knowledge," "known to us" or words of similar import mean
the actual knowledge, without independent investigation (except as expressly set
forth herein), of any lawyer in our firm actively involved in the transactions
contemplated by the Agreements.

          We express no opinion concerning any law other than Applicable Law.

          Based upon and subject to the foregoing, we are of the opinion that:

          1. Each of the Agreements has been duly authorized, executed and
     delivered by the Seller.

          2. The Indemnification Agreement has been duly authorized, executed
     and delivered by UBS Americas.

          3. The Seller is a corporation validly existing and in good standing
     under the laws of the State of Delaware, with corporate power and authority
     to enter into and perform its obligations under the Agreements.

          4. UBS Americas is a corporation validly existing and in good standing
     under the laws of the State of Delaware, with corporate power and authority
     to enter into and perform its obligations under the Indemnification
     Agreement.

          5. Each of the MLPA and the Underwriting Agreement constitutes the
     legal, valid and binding agreement of the Seller, and the MLPA constitutes
     the legal, valid and binding agreement of UBSPF, enforceable against the
     Seller or UBSPF, as applicable, in accordance with its terms, subject to
     applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
     moratorium, receivership or other laws relating to or affecting creditors'
     rights generally, and to general principles of equity (regardless of
     whether enforcement is sought in a proceeding at law or in equity), and
     except that (a) the enforcement of rights with respect to indemnification
     and contribution obligations and (b) provisions (i) purporting to waive or
     limit rights to trial by jury, oral amendments to written agreements or
     rights of set off or (ii) relating to submission to jurisdiction, venue or
     service of process, may be limited by applicable law or considerations of
     public policy.

          6. Neither the consummation by UBSPF of any of the transactions
     contemplated by the MLPA nor the execution, delivery and performance of the
     terms of the MLPA by UBSPF will conflict with, or result in the violation
     of, any New York State or federal law that is applicable to UBSPF.

                                      -3-


          7. The execution, delivery and performance by UBSPF of the MLPA and
     the consummation by UBSPF of the transactions contemplated under the MLPA
     do not require any consent, approval, license, authorization or validation
     of, or filing, recording or registration with, any executive, legislative,
     judicial, administrative or regulatory bodies of the United States of
     America pursuant to those laws, rules and regulations of the United States
     of America which, in our experience are normally applicable to transactions
     of the type contemplated by the MLPA, to be obtained by UBSPF except those
     that may be required under state securities or blue sky laws, and such
     other approvals that have been obtained and, to our knowledge, are in
     effect.

          8. None of the sale of the UBS Mortgage Loans, the consummation by
     either UBS Entity of any of the other transactions contemplated by the
     Agreements to which it is a party or the execution, delivery and
     performance by each UBS Entity of the terms of the Agreements to which it
     is a party, (a) will require any Governmental Approval to be obtained or
     made on the part of either UBS Entity, the absence of which would have a
     material adverse effect on such UBS Entity or the transactions contemplated
     by the Agreements, except those that may be required under state securities
     or blue sky laws, and except for such other approvals that have been
     obtained and, to our knowledge, are in full force and effect, (b) will
     conflict with, or result in a violation of, any provision of (i) either UBS
     Entity's certificate of incorporation or bylaws or (ii) any Applicable Laws
     applicable to either UBS Entity, (c) will, to our knowledge, breach,
     constitute a default under, require any consent under, or result in the
     acceleration or require prepayment of any indebtedness pursuant to the
     terms of, any agreement or instrument to which either UBS Entity is a party
     or by which it is bound or to which it is subject, or result in the
     creation or imposition of any lien upon any property of either UBS Entity
     pursuant to the terms of any such agreement or instrument, any of which
     occurrences, either in any one instance or in the aggregate, would call
     into question the validity of any Agreement to which it is a party or be
     reasonably likely to impair materially the ability of such UBS Entity to
     perform under the terms of any Agreement to which it is a party and (d)
     will, to our knowledge, breach or result in a violation of, or default
     under, any material judgment, decree or order that is applicable to either
     UBS Entity and is issued by any Governmental Authority having jurisdiction
     over either UBS Entity or any of its properties.

          9. To our actual knowledge, there is no legal or governmental action,
     investigation or proceeding pending or threatened against either UBS Entity
     (a) asserting the invalidity of the Agreements to which it is a party, (b)
     seeking to prevent the consummation of any of the transactions provided for
     in the Agreements, or (c) that would materially and adversely affect (i)
     the ability of either UBS Entity to perform its obligations under, or the
     validity or enforceability (with respect to either UBS Entity) of, the
     Agreements to which it is a party or (ii) any rights with regard the
     Mortgaged Properties or the Mortgage Loans. For purposes of the opinion set
     forth in this paragraph, we have not regarded any legal or governmental
     actions, investigations or proceedings to be "threatened" unless the
     potential litigant or governmental authority has communicated in writing to
     a UBS Entity a present intention to initiate such actions, investigations
     or proceedings against such UBS Entity.

                                      -4-


          We are furnishing this letter to you solely for your benefit in
connection with the transactions referred to herein. This letter is not to be
relied upon, used, circulated, quoted or otherwise referred to by any other
person or for any other purpose without our prior written consent. In addition,
we disclaim any obligation to update this letter for changes in fact or law, or
otherwise.


                                         Very truly yours,


                                      -5-


                                   SCHEDULE A
                                   ----------



Structured Asset Securities          Standard and Poor's Ratings Services, a
Corporation II                       division of The McGraw-Hill Companies, Inc.
745 Seventh Avenue                   55 Water Street, 10th Floor
New York, New York  10019            New York, New York  10004

Lehman Brothers Inc.                 LaSalle Bank National Association
745 Seventh Avenue                   135 South LaSalle Street, Suite 1625
New York, New York  10019            Chicago, Illinois 60603

UBS Securities LLC                   Fitch, Inc.
1285 Avenue of the Americas          One State Street Plaza, 33rd Floor
New York, New York  10019            New York, New York  10004

ABN AMRO Bank N.V
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603











                                   EXHIBIT C-2

                 OPINION OF IN-HOUSE COUNSEL TO ADDITIONAL PARTY


                                [UBS LETTERHEAD]



                                 August 24, 2004


TO THE PERSONS ON
THE ATTACHED SCHEDULE A

Re:  LB-UBS Commercial Mortgage Trust 2004-C6, Commercial Mortgage Pass-Through
     Certificates, Series 2004-C6
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Ladies and Gentlemen:

          I am Executive Director and Counsel of UBS AG. UBS Principal Finance
LLC, a Delaware limited liability company ("UBSPF"), is a wholly owned
subsidiary of UBS AG. I have been asked to deliver this opinion in connection
with (i) the sale by UBS Real Estate Investments Inc. ("UBSREI") and the
purchase by Structured Asset Securities Corporation II ("SASC") of certain
multi-family and commercial mortgage loans, pursuant to a Mortgage Loan Purchase
Agreement, dated as of August 10, 2004 (the "Agreement"), by and among SASC, as
purchaser, UBSREI, as seller, and UBSPF, as additional party. Capitalized terms
used and not otherwise defined herein have the meanings given to them in the
Agreement.

          I, or others under my supervision, have examined such documents as I
believe are necessary or appropriate for the purposes of this opinion, including
the certificate of formation, incumbency resolution and limited liability
company agreement adopted by the members of UBSPF and the Agreement and all
exhibits thereto. In reaching such opinions, I have assumed without
investigation, except as expressly set forth below, that there are no facts
inconsistent with the assumptions made in paragraphs A through D below.

          A. All signatures of parties, other than UBSPF, on all documents are
genuine. Each person executing any such instrument, document or agreement,
whether individually or on behalf of a firm or other business entity, other than
UBSPF, is duly authorized to do so.

          B. All documents submitted as original are authentic, and all
photostatic copies, and all copies certified by a governmental custodian or a
party to the transaction, conform to authentic original documents.



          C. All natural persons, including all persons acting on behalf of a
business entity, are legally competent.

          D. All other parties to documents, other than UBSPF, have the
requisite power and authority to consummate the transactions contemplated by the
Agreement and to execute and deliver the applicable documents.

          Based on my review of the foregoing and such other considerations of
law and fact as I believe to be relevant, and subject to the limitations,
assumptions and qualifications set forth herein, I am of the opinion that:

          1. The Agreement has been duly authorized, executed and delivered by
UBSPF.

          2. UBSPF is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Delaware, and has
the requisite power and authority to enter into and perform its obligations
under the Agreement.

          3. The execution, delivery and performance of the terms of the
Agreement will not result in the breach or violation of or a default under any
material order or decree of any court, regulatory body, administrative agency or
governmental body having jurisdiction over UBSPF and known to me as being
applicable to UBSPF.

          4. There is no action, suit or proceeding against, or investigation
of, UBSPF pending or, to my knowledge, threatened against UBSPF before any
court, administrative agency or other tribunal which, either individually or in
the aggregate, (a) asserts the invalidity of the Agreement, (b) seeks to prevent
the consummation of any of the transactions contemplated by the Agreement or (c)
would materially and adversely affect (i) the performance by UBSPF of its
obligations under, or the validity or enforceability of, the Agreement, or (ii)
any rights with regard to the Mortgaged Properties or the Mortgage Loans.

          5. No consent, approval, authorization or order of, and no filing or
registration with, any court or governmental agency or regulatory body, of which
I have actual knowledge, the absence of which would have a material adverse
effect on UBSPF or the transactions contemplated by the Agreement, is required
on the part of UBSPF for the execution, delivery or performance by UBSPF of the
Agreement, except those which have been obtained and are in full force and
effect.

          6. The execution, delivery and performance by UBSPF of, and the
consummation of the transactions contemplated by, the Agreement do not and will
not result in a breach of any term or provision of the certificate of formation
or limited liability company agreement of UBSPF or in a breach of, constitute a
default under, require any consent under, or result in the acceleration or
require prepayment of any indebtedness pursuant to the terms of, any agreement
or instrument, of which I have actual knowledge, to which UBSPF is a party or by
which it is bound or to which it is subject, or result in the creation or
imposition of any lien upon any property of UBSPF pursuant to the terms of any
such agreement or instrument, any of which occurrences,


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either in any one instance or in the aggregate, would call into question the
validity of the Agreement or be reasonably likely to impair materially the
ability of UBSPF to perform under the terms of the Agreement.

          In addition to the qualifications set forth above, the opinions herein
are also subject to the following qualifications:

          1. I am a member of the Bar of the State of New York, and the opinions
expressed herein concern only the laws of the State of New York, as currently in
effect, the limited liability company law of the State of Delaware, as currently
in effect, and solely with respect to paragraphs 3 and 4 above, the federal laws
of the United States of America, as currently in effect.

          2. I assume no obligation to supplement this opinion if, after the
date hereof, any applicable laws change or I become aware of any facts that
might change the opinions set forth herein.

          3. The opinions are limited to the matters set forth in this letter.
No other opinions should be inferred beyond the matters expressly stated.

          The opinions expressed in this letter may be relied upon solely by the
addressees hereof solely with respect to the transactions described in the
Agreement, and may not be relied upon by any other person or entity, without my
specific prior written consent.

                                              Sincerely,



                                              Greg Walker
                                              Executive Director


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                                   SCHEDULE A


UBS Securities LLC                             Standard and Poor's Ratings Services, a division
1285 Avenue of the Americas                      of The McGraw-Hill Companies, Inc.
New York, New York  10019                      55 Water Street, 10th Floor
                                               New York, New York  10004

Lehman Brothers Inc.                           Fitch, Inc.
745 Seventh Avenue                             One State Street Plaza, 33rd Floor
New York, New York  10019                      New York, New York  10004

Structured Asset Securities Corporation II     ABN AMRO Bank N.V
745 Seventh Avenue                             135 South LaSalle Street, Suite 1625
New York, New York  10019                      Chicago, Illinois 60603