EXECUTION COPY


                   STRUCTURED ASSET SECURITIES CORPORATION II,
                                    Depositor

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                               as Master Servicer

                                       and

                             LENNAR PARTNERS, INC.,
                               as Special Servicer

                                       and

                       LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee

                                       and

                               ABN AMRO BANK N.V.,
                                 as Fiscal Agent

                         POOLING AND SERVICING AGREEMENT

                          Dated as of November 12, 2004

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

                                 $1,311,284,987


                    LB-UBS Commercial Mortgage Trust 2004-C8

                 Commercial Mortgage Pass-Through Certificates,
                                 Series 2004-C8




                                TABLE OF CONTENTS



                                    ARTICLE I

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



                                                                                                            PAGE
                                                                                                            ----

SECTION 1.01.   Defined Terms.................................................................................10
SECTION 1.02.   General Interpretive Principles..............................................................103
SECTION 1.03.   Certain Adjustments to the Principal Distributions on the Certificates.......................104

                                   ARTICLE II

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

SECTION 2.01.   Creation of Trust; Conveyance of Trust Mortgage Loans........................................106
SECTION 2.02.   Acceptance of Trust Fund by Trustee..........................................................109
SECTION 2.03.   Repurchase of Trust Mortgage Loans for Document Defects and Breaches of
                  Representations and Warranties.............................................................111
SECTION 2.04.   Representations, Warranties and Covenants of the Depositor...................................117
SECTION 2.05.   Acceptance of Grantor Trust Assets and the Loss of Value Reserve Fund by
                  Trustee; Issuance of the Class V Certificates..............................................119
SECTION 2.06.   Execution, Authentication and Delivery of Class R-I Certificates; Creation of
                  REMIC I Regular Interests..................................................................120
SECTION 2.07.   Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee...................120
SECTION 2.08.   Execution, Authentication and Delivery of Class R-II Certificates; Creation of
                  REMIC II Regular Interests.................................................................120
SECTION 2.09.   Conveyance of REMIC II Regular Interests; Acceptance of REMIC III by Trustee.................120
SECTION 2.10.   Execution, Authentication and Delivery of REMIC III Certificates.............................121

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.    Administration of the Mortgage Loans.........................................................122
SECTION 3.02.    Collection of Mortgage Loan Payments.........................................................125
SECTION 3.03.    Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve
                   Accounts...................................................................................129
SECTION 3.04.    Pool Custodial Account, Defeasance Deposit Account, Collection Account, Interest
                   Reserve Account, Excess Liquidation Proceeds Account and Loss of Value Reserve
                   Fund.......................................................................................131
SECTION 3.04A...Loan Combination Custodial Accounts for Serviced Loan Combinations............................136

                                       -i-

                                                                                                            PAGE
                                                                                                            ----

SECTION 3.05.   Permitted Withdrawals From the Pool Custodial Account, the Collection Account,
                  the Interest Reserve Account and the Excess Liquidation Proceeds Account...................139
SECTION 3.05A...Permitted Withdrawals From the Loan Combination Custodial Accounts...........................147
SECTION 3.06.   Investment of Funds in the Collection Account, the Servicing Accounts, the
                  Reserve Accounts, the Defeasance Deposit Account, the Custodial Accounts, the
                  REO Accounts, the Interest Reserve Account and the Excess Liquidation Proceeds
                  Account....................................................................................156
SECTION 3.07.   Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage;
                  Environmental Insurance....................................................................158
SECTION 3.08.   Enforcement of Alienation Clauses............................................................162
SECTION 3.09.   Realization Upon Defaulted Mortgage Loans; Required Appraisals; Appraisal
                  Reduction Calculation......................................................................167
SECTION 3.10.   Trustee and Custodian to Cooperate; Release of Mortgage Files................................172
SECTION 3.11.   Servicing Compensation; Payment of Expenses; Certain Matters Regarding Servicing
                  Advances...................................................................................174
SECTION 3.12.   Property Inspections; Collection of Financial Statements; Delivery of Certain
                  Reports....................................................................................181
SECTION 3.12A...Delivery of Certain Reports to the Serviced Non-Trust Mortgage Loan Noteholders..............185
SECTION 3.12B...Statements to the Serviced Non-Trust Mortgage Loan Noteholders...............................186
SECTION 3.13.   Annual Statement as to Compliance............................................................186
SECTION 3.14.   Reports by Independent Public Accountants....................................................187
SECTION 3.15.   Access to Certain Information................................................................188
SECTION 3.16.   Title to REO Property; REO Accounts..........................................................189
SECTION 3.17.   Management of REO Property...................................................................192
SECTION 3.18.   Sale of Trust Mortgage Loans and Administered REO Properties.................................195
SECTION 3.19.   Additional Obligations of the Master Servicer and Special Servicer; Obligations
                  to Notify Ground Lessors and Hospitality Franchisors; the Special Servicer's
                  Right to Request the Master Servicer to Make Servicing Advances; Mortgagor
                  Enforcement Actions........................................................................199
SECTION 3.20.   Modifications, Waivers, Amendments and Consents; Defeasance..................................201
SECTION 3.21.   Transfer of Servicing Between Master Servicer and Special Servicer; Record
                  Keeping....................................................................................208
SECTION 3.22.   Sub-Servicing Agreements.....................................................................210
SECTION 3.23.   Representations and Warranties of the Master Servicer........................................213
SECTION 3.24.   Representations and Warranties of the Special Servicer.......................................214
SECTION 3.25.   Certain Matters Regarding the Purchase of the Trust Mortgage Loan in a Loan
                  Combination................................................................................216
SECTION 3.26.   Application of Default Charges...............................................................216
SECTION 3.27.   Meriden Mall Purchase Option.................................................................219

                                      -ii-




                                   ARTICLE IV

          PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

                                                                                                            PAGE
                                                                                                            ----
SECTION 4.01.   Distributions................................................................................220
SECTION 4.02.   Statements to Certificateholders; CMSA Loan Periodic Update File.............................233
SECTION 4.03.   P&I Advances With Respect to the Mortgage Pool...............................................242
SECTION 4.04.   Allocations of Realized Losses and Additional Trust Fund Expenses............................249
SECTION 4.05.   Various Reinstatement Amounts................................................................250
SECTION 4.06.   Calculations.................................................................................252
SECTION 4.07.   Use of Agents................................................................................252

                                    ARTICLE V

                                THE CERTIFICATES

SECTION 5.01.   The Certificates.............................................................................253
SECTION 5.02.   Registration of Transfer and Exchange of Certificates........................................253
SECTION 5.03.   Book-Entry Certificates......................................................................261
SECTION 5.04.   Mutilated, Destroyed, Lost or Stolen Certificates............................................262
SECTION 5.05.   Persons Deemed Owners........................................................................263

                                   ARTICLE VI

        THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE
                        CONTROLLING CLASS REPRESENTATIVE

SECTION 6.01.   Liability of Depositor, Master Servicer and Special Servicer.................................264
SECTION 6.02.   Continued Qualification and Compliance of Master Servicer; Merger, Consolidation
                  or Conversion of Depositor, Master Servicer or Special Servicer............................264
SECTION 6.03.   Limitation on Liability of Depositor, Master Servicer and Special Servicer...................265
SECTION 6.04.   Resignation of Master Servicer and the Special Servicer......................................266
SECTION 6.05.   Rights of Depositor, Trustee and Serviced Non-Trust Mortgage Loan Noteholders in
                  Respect of the Master Servicer and the Special Servicer....................................267
SECTION 6.06.   Depositor, Master Servicer and Special Servicer to Cooperate with Trustee....................267
SECTION 6.07.   Depositor, Special Servicer and Trustee to Cooperate with Master Servicer....................267
SECTION 6.08.   Depositor, Master Servicer and Trustee to Cooperate with Special Servicer....................268
SECTION 6.09.   Designation of Special Servicer and Controlling Class Representative by the
                  Controlling Class..........................................................................268
SECTION 6.10.   Master Servicer or Special Servicer as Owner of a Certificate................................270
SECTION 6.11.   Certain Powers of the Controlling Class Representative.......................................270

                                     -iii-



                                                                                                            PAGE
                                                                                                            ----
SECTION 6.12.   Certain Matters Regarding the Serviced Loan Combinations.....................................274

                                   ARTICLE VII

                                     DEFAULT

SECTION 7.01.   Events of Default, Meriden Mall Events of Default and Grace Building Events of
                  Default....................................................................................278
SECTION 7.02.   Trustee to Act; Appointment of Successor.....................................................286
SECTION 7.03.   Notification to Certificateholders...........................................................287
SECTION 7.04.   Waiver of Events of Default, Meriden Mall Events of Default and Grace Building
                  Events of Default..........................................................................287
SECTION 7.05.   Additional Remedies of Trustee Upon Event of Default, Meriden Mall Event of
                  Default or Grace Building Event of Default.................................................288

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

SECTION 8.01.   Duties of Trustee............................................................................289
SECTION 8.02.   Certain Matters Affecting Trustee............................................................290
SECTION 8.03.   Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of Certificates
                  or Mortgage Loans..........................................................................291
SECTION 8.04.   Trustee and Fiscal Agent May Own Certificates................................................292
SECTION 8.05.   Fees and Expenses of Trustee; Indemnification of and by Trustee..............................292
SECTION 8.06.   Eligibility Requirements for Trustee.........................................................293
SECTION 8.07.   Resignation and Removal of Trustee...........................................................294
SECTION 8.08.   Successor Trustee............................................................................295
SECTION 8.09.   Merger or Consolidation of Trustee and Fiscal Agent..........................................295
SECTION 8.10.   Appointment of Co-Trustee or Separate Trustee................................................296
SECTION 8.11.   Appointment of Custodians....................................................................297
SECTION 8.12.   Appointment of Authenticating Agents.........................................................297
SECTION 8.13.   Appointment of Tax Administrators............................................................298
SECTION 8.14.   Access to Certain Information................................................................299
SECTION 8.15.   Reports to the Securities and Exchange Commission and Related Reports........................301
SECTION 8.16.   Representations and Warranties of Trustee....................................................307
SECTION 8.17.   The Fiscal Agent.............................................................................308
SECTION 8.18.   Representations and Warranties of Fiscal Agent...............................................309

                                   ARTICLE IX

                                   TERMINATION

SECTION 9.01.   Termination Upon Repurchase or Liquidation of All Trust Mortgage Loans.......................311
SECTION 9.02.   Additional Termination Requirements..........................................................319

                                      -iv-


                                                                                                            PAGE
                                                                                                            ----
SECTION 9.03.   Meriden Mall REO Property and Grace Building REO Property....................................320

                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

SECTION 10.01.  REMIC Administration.........................................................................321
SECTION 10.02.  Grantor Trust Administration.................................................................324

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

SECTION 11.01.  Amendment....................................................................................326
SECTION 11.02.  Recordation of Agreement; Counterparts.......................................................328
SECTION 11.03.  Limitation on Rights of Certificateholders...................................................328
SECTION 11.04.  Governing Law; Consent to Jurisdiction.......................................................329
SECTION 11.05.  Notices......................................................................................329
SECTION 11.06.  Severability of Provisions...................................................................330
SECTION 11.07.  Grant of a Security Interest.................................................................330
SECTION 11.08.  Streit Act...................................................................................331
SECTION 11.09.  Successors and Assigns; Beneficiaries........................................................331
SECTION 11.10.  Article and Section Headings.................................................................332
SECTION 11.11.  Notices to Rating Agencies...................................................................332
SECTION 11.12.  Complete Agreement...........................................................................333


                                      -v-



                          SCHEDULES AND EXHIBITS

Schedule No.     Schedule Description
------------     --------------------
      I          Trust Mortgage Loan Schedule
     II          Representations and Warranties of the Depositor
     III         Exceptions to the Representations and Warranties of the
                 Depositor
     IV          Schedule of Environmentally Insured Mortgage Loans
      V          Initial Deposit Mortgage Loans
     VI          Schedule of Mortgage Loans Secured by a Hospitality Property
                 or Nursing Facility
     VII         Reference Rate Schedule

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

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

                                      -vi-



 Exhibit No.     Exhibit Description
 -----------     -------------------
      Q          Form of Master Servicer Backup Certification
      R          Form of Special Servicer Backup Certification
      S          Form of [Meriden Mall] [Grace Building] Master Servicer Notice


                                     -vii-




     This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of November 12, 2004, among STRUCTURED ASSET SECURITIES CORPORATION
II, as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer,
LENNAR PARTNERS, INC., as Special Servicer, LASALLE BANK NATIONAL ASSOCIATION,
as Trustee and ABN AMRO BANK N.V., as Fiscal Agent.

                             PRELIMINARY STATEMENT:

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

     As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the Trust Mortgage Loans (exclusive of any collections of
Additional Interest on the ARD Trust Mortgage Loans after their respective
Anticipated Repayment Dates) and certain other related assets subject to this
Agreement as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as "REMIC I". The Class R-I Certificates will
represent the sole class of "residual interests" in REMIC I for purposes of the
REMIC Provisions under federal income tax law. Three separate REMIC I Regular
Interests will, on the Closing Date, be issued with respect to, and will
thereafter relate to, the Meriden Mall Trust Mortgage Loan, and such REMIC I
Regular Interests will bear the alphanumeric designations "MM-1", "MM-2" and
"MM-3", respectively. The Meriden Mall Trust Mortgage Loan consists of three
Loan Components, and each of REMIC I Regular Interest MM-1, REMIC I Regular
Interest MM-2 and REMIC I Regular Interest MM-3 will correspond to a separate
Meriden Mall Loan Component. REMIC I Regular Interest MM-1 will relate to
Meriden Mall Loan Component No. 1, REMIC I Regular Interest MM-2 will relate to
Meriden Mall Loan Component No. 2 and REMIC I Regular Interest MM-3 will relate
to Meriden Mall Loan Component No. 3. Two separate REMIC I Regular Interests
will, on the Closing Date, be issued with respect to, and will thereafter relate
to, the 757 Third Avenue Trust Mortgage Loan, and such REMIC I Regular Interests
will bear the numeric designations "757-1" and "757-2", respectively. The 757
Third Avenue Trust Mortgage Loan consists of two Loan Components, and each of
REMIC I Regular Interest 757-1 and REMIC I Regular Interest 757-2 will
correspond to a separate 757 Third Avenue Loan Component. REMIC I Regular
Interest 757-1 will relate to 757 Third Avenue Trust Component No. 1, and REMIC
I Regular Interest 757-2 will relate to 757 Third Avenue Component No. 2. In
addition, a separate REMIC I Regular Interest will, on the Closing Date, be
issued with respect to, and will thereafter relate to, each other Trust Mortgage
Loan in REMIC I. Each REMIC I Regular Interest issued with respect to, and
relating to, a Trust Mortgage Loan in REMIC I, shall also relate to any
successor REO Trust Mortgage Loan with respect to such Trust Mortgage Loan; and,
more specifically, in the case of each REMIC I Regular Interest issued with
respect to, and relating to, the Meriden Mall Trust Mortgage Loan or the 757
Third Avenue Trust Mortgage Loan, shall continue to relate to the applicable
Loan Component of any successor REO Trust Mortgage Loan with respect to the
Meriden Mall Trust Mortgage Loan or the 757 Third Avenue Trust Mortgage Loan, as
the case may be. Each REMIC I Regular Interest shall: (i) except as otherwise
described above with respect to REMIC I Regular Interest MM-1, REMIC I Regular
Interest MM-2, REMIC I Regular Interest MM-3, REMIC I Regular Interest 757-1 and
REMIC I Regular Interest 757-2, bear a numeric designation that is the same as
the loan number for the related Trust Mortgage Loan set forth on the Trust
Mortgage Loan Schedule; (ii) accrue interest at a per annum rate described in
the definition of "REMIC I Remittance Rate"; and (iii) have an initial
Uncertificated Principal Balance equal to: (A) $2,200,000 in the case of REMIC I
Regular Interest MM-1; (B) $6,300,000 in the case of REMIC I Regular Interest
MM-2; (C) $9,701,882 in the case of REMIC I




Regular Interest MM-3; (D) $35,000,000 in the case of REMIC I Regular Interest
757-1; (E) $35,000,000 in the case of REMIC I Regular Interest 757-2; and (F)
the Cut-off Date Balance of the related Trust Mortgage Loan in the case of each
other REMIC I Regular Interest. The Legal Final Distribution Date of each of the
REMIC I Regular Interests is the Distribution Date immediately following the
third anniversary of the end of the remaining amortization term (as determined
as of the Closing Date) of the related Trust Mortgage Loan. None of the REMIC I
Regular Interests will be certificated.

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

                                      -2-




                                                    Initial Uncertificated
 Designation of                REMIC II              Principal Balance of
REMIC II Regular       Remittance Rate of REMIC        REMIC II Regular
   Interests              II Regular Interests            Interests
----------------       ------------------------     -----------------------

     A-1-1                   Variable (1)               $     32,026,000
     A-1-2                   Variable (1)               $     20,974,000
     A-2-1                   Variable (1)               $     10,082,000
     A-2-2                   Variable (1)               $     61,285,000
     A-2-3                   Variable (1)               $     65,109,000
     A-2-4                   Variable (1)               $     52,035,000
     A-2-5                   Variable (1)               $    194,489,000
      A-3                    Variable (1)               $     44,000,000
     A-4-1                   Variable (1)               $     25,392,000
     A-4-2                   Variable (1)               $     75,640,000
     A-4-3                   Variable (1)               $     48,968,000
      A-5                    Variable (1)               $     36,000,000
     A-6-1                   Variable (1)               $     66,105,000
     A-6-2                   Variable (1)               $    316,922,000
      A-J                    Variable (1)               $     85,232,000
       B                     Variable (1)               $     19,669,000
       C                     Variable (1)               $     19,669,000
      D-1                    Variable (1)               $      2,076,000
      D-2                    Variable (1)               $     12,676,000
      E-1                    Variable (1)               $        211,000
      E-2                    Variable (1)               $     14,541,000
      F-1                    Variable (1)               $     11,219,000
      F-2                    Variable (1)               $      5,172,000
      G-1                    Variable (1)               $      2,501,000
      G-2                    Variable (1)               $      8,972,000
       H                     Variable (1)               $     13,113,000
       J                     Variable (1)               $      9,838,000
       K                     Variable (1)               $     16,391,000
       L                     Variable (1)               $      6,556,000
       M                     Variable (1)               $      4,918,000
       N                     Variable (1)               $      4,917,000
       P                     Variable (1)               $      3,278,000
       Q                     Variable (1)               $      3,278,000
       S                     Variable (1)               $      1,639,000
       T                     Variable (1)               $     16,391,987

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

(1) The REMIC II Remittance Rate in effect for any REMIC II Regular Interest
    during any Interest Accrual Period shall equal the Weighted Average REMIC I
    Remittance Rate for such Interest Accrual Period.

     As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the REMIC II Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC III". The Class R-III Certificates will evidence the sole class of
"residual interests" in REMIC III for purposes of the REMIC Provisions under
federal income tax law. For federal income tax purposes, each Class of the
Regular Interest Certificates (exclusive of the Class X-CL and Class X-CP
Certificates), each REMIC III Component of the Class X-CL


                                      -3-


Certificates and each REMIC III Component of the Class X-CP Certificates will be
designated as a separate "regular interest" in REMIC III. The Legal Final
Distribution Date for each Class of Regular Interest Certificates (exclusive of
the Class X-CL and Class X-CP Certificates), for each REMIC III Component of the
Class X-CL Certificates and for each REMIC III Component of the Class X-CP
Certificates is the latest Rated Final Distribution Date. The following table
irrevocably sets forth the Class designation, Pass-Through Rate and original
Class Principal Balance for each Class of the Regular Interest Certificates.



        Class                                                  Original Class
    Designation of            Pass-Through Rate of          Principal Balance of
   Regular Interest       Regular Interest Certificate        Regular Interest
  Certificate Classes              Classes                  Certificate Classes
  -------------------    ------------------------------     -------------------
      Class A-1             3.936% per annum                $     53,000,000
      Class A-2             4.201% per annum                $    383,000,000
      Class A-3             4.435% per annum                $     44,000,000
      Class A-4             4.510% per annum                $    150,000,000
      Class A-5             4.720% per annum                $     36,000,000
      Class A-6               Variable (1)                  $    383,027,000
      Class A-J               Variable (1)                  $     85,232,000
       Class B                Variable (1)                  $     19,669,000
       Class C                Variable (1)                  $     19,669,000
       Class D                Variable (1)                  $     14,752,000
       Class E                Variable (1)                  $     14,752,000
       Class F                Variable (1)                  $     16,391,000
       Class G                Variable (1)                  $     11,473,000
       Class H                Variable (1)                  $     13,113,000
       Class J                Variable (1)                  $      9,838,000
       Class K                Variable (1)                  $     16,391,000
       Class L                Variable (1)                  $      6,556,000
       Class M                Variable (1)                  $      4,918,000
       Class N                Variable (1)                  $      4,917,000
       Class P                Variable (1)                  $      3,278,000
       Class Q                Variable (1)                  $      3,278,000
       Class S                Variable (1)                  $      1,639,000
       Class T                Variable (1)                  $     16,391,987
      Class X-CL              Variable (1)                         (2)
      Class X-CP              Variable (1)                         (3)

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

(1)  The respective Pass-Through Rates for the Class A-6, Class A-J, Class B,
     Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
     Class L, Class M, Class N, Class P, Class Q, Class S, Class T, Class X-CL
     and Class X-CP Certificates will, in the case of each of those Classes, be
     a variable rate per annum calculated in accordance with the definition of
     "Pass-Through Rate".

(2)  The Class X-CL Certificates will not have a Class Principal Balance and
     will not entitle their Holders to receive distributions of principal. The
     Class X-CL Certificates will have a Class Notional Amount which will be
     equal to the aggregate of the Component Notional Amounts of the Class X-CL
     REMIC III

                                      -4-



     Components from time to time. As more specifically provided herein,
     interest in respect of the Class X-CL Certificates will consist of the
     aggregate amount of interest accrued on the respective Component
     Notional Amounts of the Class X-CL REMIC III Components from time to time.

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

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

     The Initial Pool Balance will be $1,311,284,987.

     There exists one Trust Mortgage Loan (the "Grace Building Trust Mortgage
Loan"), with a Cut-off Date Balance of $117,000,000, that is evidenced by a
Mortgage Note designated as Note A2 and is, together with seven (7) other
mortgage loans that will not be part of the Trust Fund (such seven (7) other
mortgage loans, collectively, the "Grace Building Non-Trust Mortgage Loans"),
secured on a collective basis by the same Mortgage(s) encumbering the property
identified on the Trust Mortgage Loan Schedule as Grace Building (the "Grace
Building Mortgaged Property"). The Grace Building Non-Trust Mortgage Loans
consist of: (i) one mortgage loan (the "Grace Building Note_A1 Non-Trust
Mortgage Loan") that has an unpaid principal balance as of the Cut-off Date of
$117,000,000, is evidenced by a Mortgage Note designated as Note A1 and is, as
of the Closing Date, together with various other commercial and multifamily
mortgage loans, included in a commercial mortgage securitization (the "JP Series
2004-CIBC9_Securitization") involving the issuance of the J.P. Morgan Chase
Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2004-CIBC9 (the "JP Series 2004-CIBC9 Certificates"); (ii)
a second mortgage loan (the "Grace Building Note_A3 Non-Trust Mortgage Loan")
that has an unpaid principal balance as of the Cut-off Date of $59,670,000, is
evidenced by a Mortgage Note designated as Note A3 and is, as of the Closing
Date, together with various other commercial and multifamily mortgage loans,
included in a commercial mortgage securitization (the "Morgan Series
2004-TOP15_Securitization") involving the issuance of the Morgan Stanley Capital
I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-TOP15; (iii)
a third mortgage loan (the "Grace Building Note A4 Non-Trust Mortgage Loan")
that has an unpaid principal balance as of the Cut-off Date of $57,330,000, is
evidenced by a Mortgage Note designated as Note A4 and is, as of the Closing
Date, together with various other commercial and multifamily mortgage loans,
included in the Morgan Series 2004-TOP15 Securitization; (iv) a fourth mortgage
loan (the "Grace Building Note B1 Non-Trust Mortgage Loan") that has an unpaid
principal balance as of the Cut-off Date of $10,000,000 and is evidenced by a
Mortgage Note designated as Note B1; (v) a fifth mortgage loan (the "Grace
Building Note B2 Non-Trust Mortgage Loan") that has an unpaid principal balance
as of the Cut-off Date of $10,000,000 and is evidenced by a Mortgage Note
designated as Note B2; (vi) a sixth mortgage loan (the "Grace Building Note_B3
Non-Trust Mortgage Loan") that has an unpaid principal balance as of the Cut-off
Date of $5,100,000 and is evidenced by a Mortgage Note designated as Note B3;
and (vii) a seventh mortgage loan (the "Grace Building Note B4 Non-Trust
Mortgage Loan") that has an unpaid principal balance as of the Cut-off Date of
$4,900,000 and is evidenced by a Mortgage Note designated as Note B4. The Grace
Building Note B1 Non-Trust Mortgage Loan, the Grace Building Note B2 Non-Trust
Mortgage Loan, the Grace Building Note B3

                                      -6-



Non-Trust Mortgage Loan and the Grace Building Note B4 Non-Trust Mortgage Loan
are together, as of the Closing Date, held by Teachers Insurance and Annuity
Association of America.

     The Grace Building Trust Mortgage Loan and the Grace Building Non-Trust
Mortgage Loans collectively constitute the "Grace Building Loan Group"). The
relative rights of the respective lenders in respect of the Grace Building Loan
Group are set forth in a co-lender agreement dated as of June 18, 2004 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Grace Building Co-Lender Agreement"), among the holder of the Mortgage Note for
the Grace Building Trust Mortgage Loan and the respective holders of the
Mortgage Notes for the Grace Building Non-Trust Mortgage Loans. As of the
Closing Date, the entire Grace Building Loan Group is to be serviced and
administered in accordance with a pooling and servicing agreement, dated as of
June 30, 2004 (together with any successor servicing agreement provided for
under the Grace Building Co-Lender Agreement, as any such servicing agreement
may be amended, restated, supplemented or otherwise modified from time to time,
the "Grace Building Servicing Agreement"), between J.P. Morgan Chase Commercial
Mortgage Securities Corp., as depositor, GMAC Commercial Mortgage Corporation,
as master servicer (in such capacity, and together with any successor master
servicers in respect of the Grace Building Loan Group, the "Grace Building
Master Servicer"), ARCap Servicing, Inc., as special servicer (in such capacity,
and together with any successor special servicers in respect of the Grace
Building Loan Group, the "Grace Building Special Servicer"), LaSalle Bank
National Association, as trustee (in such capacity, and together with any
successor trustees under such pooling and servicing agreement, the "Grace
Building Trustee") and ABN AMRO Bank N.V., as fiscal agent.

     There exists another Trust Mortgage Loan (the "222 East 41st Street Trust
Mortgage Loan"), with a Cut-off Date Balance of $105,000,000, that is evidenced
by a Mortgage Note designated as Note A and is, together with one (1) other
mortgage loan that will not be part of the Trust Fund (such other mortgage loan,
the "222 East 41st Street Non-Trust Mortgage Loan"), secured on a collective
basis by the same Mortgage encumbering the property identified on the Trust
Mortgage Loan Schedule as 222 East 41st Street (the "222 East 41st Street
Mortgaged Property"). The 222 East 41st Street Non-Trust Mortgage Loan has an
unpaid principal balance as of the Cut-off Date of $55,000,000, is evidenced by
a Mortgage Note designated as Note B and is, as of the Closing Date, held by
Anglo Irish Bank Corporation PLC. The 222 East 41st Street Trust Mortgage Loan
and the 222 East 41st Street Non-Trust Mortgage Loan together constitute the
"222 East 41st Street Loan Pair". The relative rights of the respective lenders
in respect of the 222 East 41st Street Loan Pair are set forth in a co-lender
agreement dated as of September 30, 2004 (as amended, restated, supplemented or
otherwise modified from time to time, the "222 East 41st Street Co-Lender
Agreement"), between the holder of the Mortgage Note for the 222 East 41st
Street Trust Mortgage Loan and the holder of the Mortgage Note for the 222 East
41st Street Non-Trust Mortgage Loan. From and after the Closing Date, the entire
222 East 41st Street Loan Pair is to be serviced and administered in accordance
with this Agreement.

     There exists another Trust Mortgage Loan (the "757 Third Avenue Trust
Mortgage Loan"), with a Cut-off Date Balance of $70,000,000, that is evidenced
by a Mortgage Note designated as Note A and is, together with two (2) other
mortgage loans that will not be part of the Trust Fund (such two (2) other
mortgage loans, the "757 Third Avenue Non-Trust Mortgage Loans"), secured on a
collective basis by the same Mortgage encumbering the property identified on the
Trust Mortgage Loan Schedule as 757 Third Avenue (the "757 Third Avenue
Mortgaged Property"). The 757 Third Avenue Trust Mortgage Loan consists of two
(2) components (together, the "757 Third Avenue Loan Components"), designated as
"Component A-1" ("757 Third Avenue Loan Component No. 1") and

                                      -7-


"Component A-2" ("757 Third Avenue Loan Component No. 2"), respectively, in the
related loan agreement. The 757 Third Avenue Non-Trust Mortgage Loans consist
of: (i) one mortgage loan (the "757 Third Avenue Note B1 Non-Trust Mortgage
Loan") that has an unpaid principal balance as of the Cut-off Date of
$35,000,000, is evidenced by a Mortgage Note designated as Note B1 and is, as of
the Closing Date, held by Metropolitan Life Insurance Company; and (ii) one
mortgage loan (the "757 Third Avenue Note B2 Non-Trust Mortgage Loan") that has
an unpaid principal balance as of the Cut-off Date of $25,000,000, is evidenced
by a Mortgage Note designated as Note B2 and is, as of the Closing Date, held by
Metropolitan Life Insurance Company. The 757 Third Avenue Trust Mortgage Loan
and the 757 Third Avenue Non-Trust Mortgage Loans collectively constitute the
"757 Third Avenue Loan Group". The relative rights of the respective lenders in
respect of the 757 Third Avenue Loan Group are set forth in a co-lender
agreement dated as of October 21, 2004 (as amended, restated, supplemented or
otherwise modified from time to time, the "757 Third Avenue Co-Lender
Agreement"), among the holder of the Mortgage Note for the 757 Third Avenue
Trust Mortgage Loan and the respective holders of the Mortgage Notes for the 757
Third Avenue Non-Trust Mortgage Loans. From and after the Closing Date, the
entire 757 Third Avenue Loan Group is to be serviced and administered in
accordance with this Agreement.

     There exists another Trust Mortgage Loan (the "Meriden Mall Trust Mortgage
Loan"), with a Cut-off Date Balance of $18,201,882, that is evidenced by a
Mortgage Note designated as Note B and is, together with one (1) other mortgage
loan that will not be part of the Trust Fund (such other mortgage loan, the
"Meriden Mall Non-Trust Mortgage Loan"), secured on a collective basis by the
same Mortgage encumbering the property identified on the Trust Mortgage Loan
Schedule as Westfield Shoppingtown Meriden Mall (the "Meriden Mall Mortgaged
Property"). The Meriden Mall Trust Mortgage Loan consists of three (3)
components (collectively, the "Meriden Mall Loan Components"), designated as
"Component B-1" ("Meriden Mall Loan Component No. 1"), "Component B-2" ("Meriden
Mall Loan Component No. 2") and "Component B-3" ("Meriden Mall Loan Component
No. 3"), respectively, in the related loan agreement. The Meriden Mall Non-Trust
Mortgage Loan has an unpaid principal balance of $76,835,940 as of the Cut-off
Date, is evidenced by a Mortgage Note designated as Note A and is, together with
various other commercial and multifamily mortgage loans, included in a
commercial mortgage securitization (the "LB-UBS Series 2001-C2 Securitization")
involving the issuance of the LB-UBS Commercial Mortgage Trust 2001-C2,
Commercial Mortgage Pass-Through Certificates, Series 2001-C2 (the "LB-UBS
Series 2001-C2 Certificates"). The Meriden Mall Trust Mortgage Loan and the
Meriden Mall Non-Trust Mortgage Loan together constitute the Meriden Mall Loan
Pair. The relative rights of the respective lenders in respect of the Meriden
Mall Loan Pair are set forth in a co-lender and servicing agreement, dated as of
May 11, 2001 and amended by the First Amendment to Co-Lender and Servicing
Agreement, dated as of November 30, 2004 (as further amended, restated,
supplemented or otherwise modified from time to time, the "Meriden Mall
Co-Lender Agreement"), between the holder of the Mortgage Note for the Meriden
Mall Trust Mortgage Loan, the holder of the Mortgage Note for the Meriden Mall
Non-Trust Mortgage Loan, Wachovia Bank National Association (formerly known as
First Union National Bank) as master servicer and LaSalle Bank National
Association as custodian. As of the Closing Date, the entire Meriden Mall Loan
Pair is to be serviced and administered in accordance with a pooling and
servicing agreement, dated as of May 11, 2001 (together with the Meriden Mall
Co-Lender Agreement, insofar as the Meriden Mall Co-Lender Agreement constitutes
a successor servicing agreement in respect of the Meriden Mall Loan Pair, as any
such servicing agreement may be amended, restated, supplemented or otherwise
modified from time to time, the "Meriden Mall Servicing Agreement"), between
Structured Asset Securities Corporation, as depositor, Wachovia Bank, National
Association (formerly known as First Union National Bank), as


                                      -7-



master servicer (in such capacity, and together with any successor master
servicers in respect of the Meriden Mall Loan Pair, the "Meriden Mall Master
Servicer"), Allied Capital Corporation (as successor to ORIX Real Estate Capital
Markets, LLC), as special servicer (in such capacity, and together with any
successor special servicers in respect of the Meriden Mall Loan Pair, the
"Meriden Mall Special Servicer"), LaSalle Bank National Association, as trustee
(in such capacity, and together with any successor trustees under such pooling
and servicing agreement, the "Meriden Mall Trustee") and ABN AMRO Bank, N.V., as
fiscal agent. If neither the Meriden Mall Non-Trust Mortgage Loan nor any
related REO Property is part of the LB-UBS Series 2001-C2 Securitization, then
the entire Meriden Mall Loan Pair or any related REO Property will be serviced
and administered under the Meriden Mall Co-Lender Agreement.

     There exists another Trust Mortgage Loan (the "Main Street Station Trust
Mortgage Loan"), with a Cut-off Date Balance of $8,400,000, that is evidenced by
a Mortgage Note designated as Note A and is, together with one (1) other
mortgage loan that will not be part of the Trust Fund (such other mortgage loan,
the "Main Street Station Non-Trust Mortgage Loan"), secured on a collective
basis by the same Mortgage encumbering the property identified on the Trust
Mortgage Loan Schedule as Main Street Station (the "Main Street Station
Mortgaged Property"). The Main Street Station Non-Trust Mortgage Loan has an
unpaid principal balance as of the Cut-off Date of $525,000, is evidenced by a
Mortgage Note designated as Note B and is, as of the Closing Date, held by
Lehman Brothers Holdings Inc.. The Main Street Station Trust Mortgage Loan and
the Main Street Station Non-Trust Mortgage Loan together constitute the "Main
Street Station Loan Pair". The relative rights of the respective lenders in
respect of the Main Street Station Loan Pair are set forth in a co-lender
agreement dated as of November 12, 2004 (as amended, restated, supplemented or
otherwise modified from time to time, the "Main Street Station Co-Lender
Agreement"), between the holder of the Mortgage Note for the Main Street Station
Trust Mortgage Loan and the holder of the Mortgage Note for the Main Street
Station Non-Trust Mortgage Loan. From and after the Closing Date, the entire
Main Street Station Loan Pair is to be serviced and administered in accordance
with this Agreement.

     There exists another Trust Mortgage Loan (the "Parkersburg Towne Center
Trust Mortgage Loan"), with a Cut-off Date Balance of $4,918,000, that is
evidenced by a Mortgage Note designated as Note A and is, together with one (1)
other mortgage loan that will not be part of the Trust Fund (such other mortgage
loan, the "Parkersburg Towne Center Non-Trust Mortgage Loan"), secured on a
collective basis by the same Mortgage encumbering the property identified on the
Trust Mortgage Loan Schedule as Parkersburg Towne Center (the "Parkersburg Towne
Center Mortgaged Property"). The Parkersburg Towne Center Non-Trust Mortgage
Loan has an unpaid principal balance as of the Cut-off Date of $321,300, is
evidenced by a Mortgage Note designated as Note B and is, as of the Closing
Date, held by Lehman Brothers Holdings Inc. The Parkersburg Towne Center Trust
Mortgage Loan and the Parkersburg Towne Center Non-Trust Mortgage Loan together
constitute the "Parkersburg Towne Center Loan Pair". The relative rights of the
respective lenders in respect of the Parkersburg Towne Center Loan Pair are set
forth in a co-lender agreement dated as of November 12, 2004 (as amended,
restated, supplemented or otherwise modified from time to time, the "Parkersburg
Towne Center Co-Lender Agreement"), between the holder of the Mortgage Note for
the Parkersburg Towne Center Trust Mortgage Loan and the holder of the Mortgage
Note for the Parkersburg Towne Center Non-Trust Mortgage Loan. From and after
the Closing Date, the entire Parkersburg Towne Center Loan Pair is to be
serviced and administered in accordance with this Agreement.



                                      -8-



     Accordingly, as and to the extent provided herein, (i) the 222 East 41st
Street Non-Trust Mortgage Loan, the 757 Third Avenue Non-Trust Mortgage Loans,
the Main Street Station Non Trust Mortgage Loan and the Parkersburg Towne Center
Non-Trust Mortgage Loan, in each case, although not part of the Trust Fund, will
be serviced and administered in accordance with this Agreement, by the Master
Servicer and Special Servicer hereunder, (ii) the Grace Building Trust Mortgage
Loan, although part of the Trust Fund, will be serviced and administered in
accordance with the Grace Building Servicing Agreement, by the Grace Building
Master Servicer and the Grace Building Special Servicer, and (iii) the Meriden
Mall Trust Mortgage Loan, although part of the Trust Fund, will be serviced and
administered in accordance with the Meriden Mall Servicing Agreement, by the
Meriden Mall Master Servicer and the Meriden Mall Special Servicer.

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

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



                                      -9-


                                   ARTICLE I


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


     SECTION 1.01. Defined Terms.

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

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

     "222 East 41st Street Change of Control Event" shall mean the event that
occurs when: (a) the aggregate principal amount of the 222 East 41st Street
Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect thereto
(net of any existing Appraisal Reduction Amount with respect to the 222 East
41st Street Loan Pair) is less than 27.5% of an amount equal to: (i) the
original aggregate principal amount of the 222 East 41st Street Non-Trust
Mortgage Loan, less (ii) any principal payments allocated to, and received on,
the 222 East 41st Street Non-Trust Mortgage Loan made by the related borrower;
and (b) the 222 East 41st Street Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto has not been repaid in full.

     "222 East 41st Street Co-Lender Agreement" shall have the meaning assigned
thereto in the Preliminary Statement.

     "222 East 41st Street Collection Period" shall mean, with respect to any
222 East 41st Street Master Servicer Remittance Date, any Trust Master Servicer
Remittance Date or any Distribution Date, the period commencing on the day
immediately following the 222 East 41st Street Determination Date in the
calendar month preceding the calendar month in which such 222 East 41st Street
Master Servicer Remittance Date, such Trust Master Servicer Remittance Date or
such Distribution Date, as the case may be, occurs (or, in the case of each of
the initial 222 East 41st Street Master Servicer Remittance Date, the initial
Trust Master Servicer Remittance Date and the initial Distribution Date,
commencing immediately following the Cut-off Date) and ending on and including
the 222 East 41st Street Determination Date in the calendar month in which such
222 East 41st Street Master Servicer Remittance Date, such Trust Master Servicer
Remittance Date or such Distribution Date, as the case may be, occurs.

     "222 East 41st Street Controlling Party" shall mean the 222 East 41st
Street Directing Lender or any representative appointed thereby, consistent with
Section 3.02(d) of the 222 East 41st Street Co-Lender Agreement and subject to
Sections 6.09(b) and 6.09(c) of the 222 East 41st Street Co-Lender Agreement, to
exercise the rights and powers of the 222 East 41st Street Directing Lender
under the 222 East 41st Street Co-Lender Agreement or this Agreement.

     "222 East 41st Street Cure Rights" shall mean the cure rights granted to
the 222 East 41st Street Non-Trust Mortgage Loan Noteholder under Article VII of
(and subject to Section 6.09 of) the 222 East 41st Street Co-Lender Agreement.



                                      -10-



     "222 East 41st Street Custodial Account" shall mean the Loan Combination
Custodial Account created and maintained by the Master Servicer pursuant to
Section 3.04A on behalf of the 222 East 41st Street Noteholders, which shall be
entitled "[NAME OF MASTER SERVICER], as Master Servicer, in trust for [NAME OF
222 EAST 41ST STREET NOTEHOLDERS], as their interests may appear".

     "222 East 41st Street Determination Date" shall mean the "Determination
Date" under the 222 East 41st Street Co-Lender Agreement.

     "222 East 41st Street Directing Lender" shall mean, as of any date of
determination, the "Directing Lender" under the 222 East 41st Street Co-Lender
Agreement.

     "222 East 41st Street Loan Pair" shall have the meaning assigned thereto in
the Preliminary Statement (and shall include any successor REO Mortgage Loans
with respect to the 222 East 41st Street Mortgage Loans).

     "222 East 41st Street Master Servicer Remittance Date" shall mean the
"Remittance Date" under the 222 East 41st Street Co-Lender Agreement.

     "222 East 41st Street Mortgage Loan" shall mean the 222 East 41st Street
Trust Mortgage Loan or the 222 East 41st Street Non-Trust Mortgage Loan, as
applicable.

     "222 East 41st Street Mortgaged Property" shall have the meaning assigned
thereto in the Preliminary Statement.

     "222 East 41st Street Non-Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

     "222 East 41st Street Non-Trust Mortgage Loan Noteholder" shall mean the
holder (or, if applicable, the collective holders) of the Mortgage Note for the
222 East 41st Street Non-Trust Mortgage Loan.

     "222 East 41st Street Noteholders" shall mean the holder of the Mortgage
Note for the 222 East 41st Street Trust Mortgage Loan, together with the 222
East 41st Street Non-Trust Mortgage Loan Noteholder.

     "222 East 41st Street REO Account" shall mean the Loan Combination REO
Account created and maintained by the Special Servicer pursuant to Section 3.16
on behalf of the 222 East 41st Street Noteholders, which shall be entitled
"[NAME OF SPECIAL SERVICER], as Special Servicer, in trust for [NAME OF 222 EAST
41ST STREET NOTEHOLDERS], as their interests may appear".

     "222 East 41st Street REO Mortgage Loan" shall mean any REO Mortgage Loan
relating to a 222 East 41st Street Mortgage Loan.

     "222 East 41st Street REO Property" shall mean the 222 East 41st Street
Mortgaged Property at such time as it becomes an REO Property hereunder.



                                      -11-



     "222 East 41st Street REO Trust Mortgage Loan" shall mean any REO Trust
Mortgage Loan relating to the 222 East 41st Street Trust Mortgage Loan.

     "222 East 41st Street Specially Designated Servicing Action" shall mean,
with respect to the 222 East 41st Street Loan Pair or any related REO Property,
subject to Sections 6.09(b) and 6.09(c) of the 222 East 41st Street Co-Lender
Agreement, any of the actions specified in clauses (i) through (xv) of the first
paragraph of Section 3.02(a) of the 222 East 41st Street Co-Lender Agreement.

     "222 East 41st Street Trust Mortgage Loan" shall have the meaning assigned
thereto in the Preliminary Statement, which Trust Mortgage Loan is identified on
the Trust Mortgage Loan Schedule by loan number 2 and is, together with the 222
East 41st Street Non-Trust Mortgage Loan, secured by the same Mortgage on the
222 East 41st Street Mortgaged Property.

     "757 Third Avenue Change of Control Event" shall mean the event that occurs
when: (a) the aggregate principal amount of the 757 Third Avenue Non-Trust
Mortgage Loan or any successor REO Mortgage Loan with respect thereto (net of
any existing Appraisal Reduction Amount with respect to the 757 Third Avenue
Loan Pair) is less than 50% of the original aggregate principal amount of the
757 Third Avenue Non-Trust Mortgage Loan; and (b) the 757 Third Avenue Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto has
not been repaid in full.

     "757 Third Avenue Co-Lender Agreement" shall have the meaning assigned
thereto in the Preliminary Statement.

     "757 Third Avenue Collection Period" shall mean, with respect to any 757
Third Avenue Master Servicer Remittance Date, any Trust Master Servicer
Remittance Date or any Distribution Date, the period commencing on the day
immediately following the 757 Third Avenue Determination Date in the calendar
month preceding the calendar month in which such 757 Third Avenue Master
Servicer Remittance Date, such Trust Master Servicer Remittance Date or such
Distribution Date, as the case may be, occurs (or, in the case of each of the
initial 757 Third Avenue Master Servicer Remittance Date, the initial Trust
Master Servicer Remittance Date and the initial Distribution Date, commencing
immediately following the Cut-off Date) and ending on and including the 757
Third Avenue Determination Date in the calendar month in which such 757 Third
Avenue Master Servicer Remittance Date, such Trust Master Servicer Remittance
Date or such Distribution Date, as the case may be, occurs.

     "757 Third Avenue Controlling Party" shall mean the 757 Third Avenue
Directing Lender or any representative appointed thereby, consistent with
Section 3.02(d) of the 757 Third Avenue Co-Lender Agreement, to exercise the
rights and powers of the 757 Third Avenue Directing Lender under the 757 Third
Avenue Co-Lender Agreement or this Agreement.

     "757 Third Avenue Cure Rights" shall mean the cure rights granted to the
757 Third Avenue Non-Trust Mortgage Loan Noteholder under Article VII of the 757
Third Avenue Co-Lender Agreement.

     "757 Third Avenue Custodial Account" shall mean the Loan Combination
Custodial Account created and maintained by the Master Servicer pursuant to
Section 3.04A on behalf of the 757 Third Avenue Noteholders, which shall be
entitled "[NAME OF MASTER SERVICER], as Master Servicer, in trust for [NAME OF
757 THIRD AVENUE NOTEHOLDERS], as their interests may appear".


                                      -12-


     "757 Third Avenue Determination Date" shall mean the "Determination Date"
under the 757 Third Avenue Co-Lender Agreement.

     "757 Third Avenue Directing Lender" shall mean, as of any date of
determination, the "Directing Lender" under the 757 Third Avenue Co-Lender
Agreement.

     "757 Third Avenue Loan Component No. 1" shall have the meaning assigned
thereto in the Preliminary Statement; provided that the 757 Third Avenue Loan
Component No. 1 shall continue to exist with respect to any 757 Third Avenue REO
Trust Mortgage Loan in accordance with the terms of the related loan documents
and without regard to the fact that the 757 Third Avenue Mortgaged Property has
become an REO Property.

     "757 Third Avenue Loan Component No. 2" shall have the meaning assigned
thereto in the Preliminary Statement; provided that the 757 Third Avenue Loan
Component No. 2 shall continue to exist with respect to any 757 Third Avenue REO
Trust Mortgage Loan in accordance with the terms of the related loan documents
and without regard to the fact that the 757 Third Avenue Mortgaged Property has
become an REO Property.

     "757 Third Avenue Loan Components" shall have the meaning assigned thereto
in the Preliminary Statement; provided that the 757 Third Avenue Loan Components
shall continue to exist with respect to any 757 Third Avenue REO Trust Mortgage
Loan in accordance with the terms of the related loan documents and without
regard to the fact that the 757 Third Avenue Mortgaged Property has become an
REO Property.

     "757 Third Avenue Loan Group" shall have the meaning assigned thereto in
the Preliminary Statement (and shall include any successor REO Mortgage Loans
with respect to the 757 Third Avenue Mortgage Loans).

     "757 Third Avenue Master Servicer Remittance Date" shall mean the
"Remittance Date" under the 757 Third Avenue Co-Lender Agreement.

     "757 Third Avenue Mortgage Loan" shall mean the 757 Third Avenue Trust
Mortgage Loan or the 757 Third Avenue Non-Trust Mortgage Loan, as applicable.

     "757 Third Avenue Mortgaged Property" shall have the meaning assigned
thereto in the Preliminary Statement.

     "757 Third Avenue Non-Trust Mortgage Loan Noteholder" shall mean the holder
(or, if applicable, the collective holders) of the Mortgage Note for any 757
Third Avenue Non-Trust Mortgage Loan.

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

     "757 Third Avenue Note B1 Non-Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement.



                                      -13-


     "757 Third Avenue Note B2 Non-Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

     "757 Third Avenue Noteholders" shall mean the holder of the Mortgage Note
for the 757 Third Avenue Trust Mortgage Loan, together with the 757 Third Avenue
Non-Trust Mortgage Loan Noteholders.

     "757 Third Avenue REO Account" shall mean the Loan Combination REO Account
created and maintained by the Special Servicer pursuant to Section 3.16 on
behalf of the 757 Third Avenue Noteholders, which shall be entitled "[NAME OF
SPECIAL SERVICER], as Special Servicer, in trust for [NAME OF 757 THIRD AVENUE
NOTEHOLDERS], as their interests may appear".

     "757 Third Avenue REO Mortgage Loan" shall mean any REO Mortgage Loan
relating to a 757 Third Avenue Mortgage Loan.

     "757 Third Avenue REO Property" shall mean the 757 Third Avenue Mortgaged
Property at such time as it becomes an REO Property hereunder.

     "757 Third Avenue REO Trust Mortgage Loan" shall mean any REO Trust
Mortgage Loan relating to the 757 Third Avenue Trust Mortgage Loan.

     "757 Third Avenue Specially Designated Servicing Action" shall mean, with
respect to the 757 Third Avenue Loan Pair or any related REO Property, any of
the actions specified in clauses (i) through (vii) of the first paragraph of
Section 3.02(a) of the 757 Third Avenue Co-Lender Agreement. "757 Third Avenue
Trust Mortgage Loan" shall have the meaning assigned thereto in the Preliminary
Statement, which Trust Mortgage Loan is identified on the Trust Mortgage Loan
Schedule by loan number 5 and is, together with the 757 Third Avenue Non-Trust
Mortgage Loan, secured by the same Mortgage on the 757 Third Avenue Mortgaged
Property.

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

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

     "Accrued Certificate Interest" shall mean the interest accrued from time to
time with respect to any Class of Regular Interest Certificates, the amount of
which interest shall equal: (a) in the case of any Class of Principal Balance
Certificates for any Interest Accrual Period, one-twelfth of the



                                      -14-


product of (i) the annual Pass-Through Rate applicable to such Class of
Certificates for such Interest Accrual Period, multiplied by (ii) the Class
Principal Balance of such Class of Certificates outstanding immediately prior to
the related Distribution Date; and (b) in the case of either Class of
Interest-Only Certificates for any Interest Accrual Period, the aggregate amount
of Accrued Component Interest with respect to all of the REMIC III Components of
such Class of Certificates for such Interest Accrual Period. The Regular
Interest Certificates shall accrue interest on a 30/360 Basis.

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

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

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

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

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

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

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



                                      -15-



     "Additional Trust Fund Expense" shall mean any expense that: (i) is
incurred with respect to the Trust Fund or any particular asset therein; (ii) is
not otherwise included in the calculation of a Realized Loss in respect of any
particular Trust Mortgage Loan or REO Trust Mortgage Loan; and (iii) would
result or has resulted, as the case may be, in the Holders of Regular Interest
Certificates receiving less than the full amount of principal and/or
Distributable Certificate Interest to which they are entitled on any
Distribution Date.

     "Adjusted Actual/360 Accrued Interest Amount" shall mean, with respect to
any REMIC I Regular Interest that relates to an Interest Reserve Mortgage Loan
or an Interest Reserve REO Mortgage Loan, for any Interest Accrual Period, an
amount of interest equal to the product of (a) the Mortgage Rate for the related
Trust Mortgage Loan (or, in the case of each of REMIC I Regular Interest MM-1,
REMIC I Regular Interest MM-2, REMIC I Regular Interest MM-3, REMIC I Regular
Interest 757-1 and REMIC I Regular Interest 757-2, the annual component interest
rate for the corresponding Loan Component of the related Trust Mortgage Loan) in
effect as of the Closing Date (without regard to any modifications, extensions,
waivers or amendments of the related Trust Mortgage Loan subsequent to the
Closing Date and, in the case of an Outside Serviced Trust Mortgage Loan ,
reduced by the related Outside Servicing Fee Rate), multiplied by (b) a
fraction, the numerator of which is the number of days in such Interest Accrual
Period, and the denominator of which is 360, multiplied by (c) the
Uncertificated Principal Balance of such REMIC I Regular Interest immediately
prior to the Distribution Date that corresponds to such Interest Accrual Period;
provided that, if the subject Interest Accrual Period ends during (x) January of
2005 or any year thereafter that is not a leap year or (y) February of 2005 or
any year thereafter, then the amount of interest calculated with respect to any
particular REMIC I Regular Interest pursuant to this definition for such
Interest Accrual Period without regard to this proviso shall be decreased by the
Interest Reserve Amount, if any, with respect to the related Interest Reserve
Mortgage Loan or Interest Reserve REO Mortgage Loan, as the case may be,
transferred (in accordance with Section 3.04(c)) from the Collection Account to
the Interest Reserve Account in the calendar month in which such Interest
Accrual Period ends (or, in the case of each of REMIC I Regular Interest MM-1,
REMIC I Regular Interest MM-2, REMIC I Regular Interest MM-3, REMIC I Regular
Interest 757-1 and REMIC I Regular Interest 757-2, the portion of such Interest
Reserve Amount attributable to interest accrued on the corresponding Loan
Component of the related Interest Reserve Mortgage Loan or Interest Reserve REO
Mortgage Loan, as the case may be); and provided, further, that, if the subject
Interest Accrual Period ends during March of 2005 or any year thereafter, then
the amount calculated with respect to any particular REMIC I Regular Interest
pursuant to this definition for such Interest Accrual Period without regard to
this proviso shall be increased by the Interest Reserve Amount(s), if any, with
respect to the related Interest Reserve Mortgage Loan or Interest Reserve REO
Mortgage Loan, as the case may be, transferred (in accordance with Section
3.05(c)) from the Interest Reserve Account to the Collection Account in the
calendar month in which such Interest Accrual Period ends (or, in the case of
each of REMIC I Regular Interest MM-1, REMIC I Regular Interest MM-2, REMIC I
Regular Interest MM-3, REMIC I Regular Interest 757-1 and REMIC I Regular
Interest 757-2, the aggregate portion of such Interest Reserve Amount(s)
attributable to interest previously accrued on the corresponding Loan Component
of the related Interest Reserve Mortgage Loan or Interest Reserve REO Mortgage
Loan, as the case may be).

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



                                      -16-


amounts subtracted from such Principal Distribution Amount pursuant to Section
1.03(b) for such Distribution Date.

     "Adjusted REMIC II Remittance Rate" shall mean, with respect to any REMIC
II Regular Interest, for any Interest Accrual Period, an annual rate equal to
the annual Pass-Through Rate in effect during such Interest Accrual Period for
the Class of Principal Balance Certificates as to which such REMIC II Regular
Interest is the sole Corresponding REMIC II Regular Interest or is one of two or
more Corresponding REMIC II Regular Interests, as applicable.

     "Administered REO Property" shall mean any REO Property other than, if
applicable, any Grace Building REO Property or any Meriden Mall REO Property.

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

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

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

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

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

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

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


                                      -17-



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

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

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

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



                                      -18-


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

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

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

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

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

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

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

     "Assumed Monthly Payment" shall mean: (a) with respect to any Balloon
Mortgage Loan delinquent in respect of its Balloon Payment, for each Due Date
coinciding with or following its



                                      -19-


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

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

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

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

     (a) the sum, without duplication, of (i) the aggregate amount of all
  payments and other collections on or with respect to the Trust Mortgage Loans
  and any REO Properties (including monthly debt service advances by the Meriden
  Mall Master Servicer with respect to the Meriden Mall Trust Mortgage Loan or
  any successor REO Trust Mortgage Loan with respect thereto, Loss of Value
  Payments and, in the case of the initial Distribution Date, the Initial
  Deposits) that (A) were Received by the Trust as of the end of the related
  Collection Period and (B) are on deposit in the Collection Account as of 12:00
  noon (New York City time) on such Distribution Date, (ii) the aggregate amount
  of any P&I Advances made by the Master Servicer, the Trustee and/or the Fiscal
  Agent with respect to the Mortgage Pool for distribution on the Certificates
  on such Distribution Date pursuant to Section 4.03, (iii) the aggregate amount
  deposited by the Master Servicer in the Collection Account for such
  Distribution Date pursuant to Section 3.19(a) in connection with Prepayment
  Interest Shortfalls on the Mortgage Pool, (iv) to the extent not included in
  the amount described in clause (a)(i) of this definition, the aggregate amount
  transferred from the Excess Liquidation Proceeds Account to the Collection
  Account pursuant to Section 3.05(d) in respect of such Distribution Date, (v)
  to the extent not included in the amount described in clause (a)(i) of this
  definition, if such Distribution Date is the Final Distribution Date, the
  aggregate amount transferred from the Loss of Value Reserve Fund to the
  Collection Account pursuant to Section 3.05(e) in respect of such Distribution
  Date, and (vi) to the extent not included in the amount described in clause
  (a)(i) of this definition, if such Distribution Date occurs during March of
  2005 or any year thereafter, the aggregate of the Interest Reserve Amounts
  transferred from the Interest Reserve Account to the Collection


                                      -20-


  Account in respect of the Interest Reserve Mortgage Loans and any Interest
  Reserve REO Mortgage Loans for distribution on such Distribution Date; net of

     (b) the portion of the aggregate amount described in clause (a) of this
  definition that represents one or more of the following--(i) scheduled Monthly
  Payments that are due on a Due Date following the end of the related
  Collection Period (or, in the case of a scheduled Monthly Payment that is due
  on a Due Date in the same month as such Distribution Date but subsequent to
  the end of the related Collection Period, following the end of the calendar
  month in which such Distribution Date occurs), (ii) any amounts payable or
  reimbursable to any Person from the Collection Account pursuant to clauses
  (ii) through (v) and (viii) of Section 3.05(b), (iii) Prepayment Premiums,
  Yield Maintenance Charges and/or Additional Interest, (iv) if such
  Distribution Date occurs during January of 2005 or any year thereafter that is
  not a leap year or during February of 2005 or any year thereafter, the
  Interest Reserve Amounts with respect to the Interest Reserve Mortgage Loans
  and any Interest Reserve REO Mortgage Loans to be withdrawn from the
  Collection Account and deposited into the Interest Reserve Account in respect
  of such Distribution Date and held for future distribution, all pursuant to
  Section 3.04(c), and (v) amounts deposited in the Collection Account in error;

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

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

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

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

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

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


                                      -21-



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

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

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

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

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

     "Certificate" shall mean any one of the LB-UBS Commercial Mortgage Trust
2004-C8, Commercial Mortgage Pass-Through Certificates, Series 2004-C8, as
executed by the Certificate Registrar and authenticated and delivered hereunder
by the Authenticating Agent.

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

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

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

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

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

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



                                      -22-



     "Certificateholder" shall mean the Person in whose name a Certificate is
registered in the Certificate Register, except that: (i) neither a Disqualified
Organization nor a Disqualified Non-United States Tax Person shall be Holder of
a Residual Interest Certificate for any purpose hereof; and (ii) solely for the
purposes of giving any consent, approval or waiver pursuant to this Agreement
that relates to the rights and/or obligations of any of the Depositor, the
Master Servicer, the Special Servicer, the Fiscal Agent or the Trustee in its
respective capacity as such, any Certificate registered in the name of the
Depositor, the Master Servicer, the Special Servicer, the Fiscal Agent or the
Trustee, as the case may be, or any Certificate registered in the name of any of
its Affiliates, shall be deemed not to be outstanding, and the Voting Rights to
which it is entitled shall not be taken into account in determining whether the
requisite percentage of Voting Rights necessary to effect any such consent,
approval or waiver that relates to it has been obtained (provided that the
provisions of this clause (ii) are not intended to limit the rights of the
Controlling Class Representative (which may be an Affiliate of the Special
Servicer) as are specifically set forth in this Agreement with respect to any
consent, approval or waiver required or permitted to be made by the Controlling
Class Representative or any rights under Section 6.09 with respect to any
election, removal or replacement of the Special Servicer or the Controlling
Class Representative). The Certificate Registrar shall be entitled to request
and rely upon a certificate of the Depositor, the Master Servicer or the Special
Servicer in determining whether a Certificate is registered in the name of an
Affiliate of such Person. All references herein to "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and the Depository Participants, except as
otherwise specified herein; provided, however, that the parties hereto shall be
required to recognize as a "Certificateholder" only the Person in whose name a
Certificate is registered in the Certificate Register.

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

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

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

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

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

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

                                      -23-




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

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

     "Class A-6 Certificate" shall mean any one of the Certificates with a
"Class A-6" designation on the face thereof, substantially in the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular
interests" in REMIC III for purposes of the REMIC Provisions.

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

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

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

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

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

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

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

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

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


                                      -24-



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

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

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

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

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

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

     "Class Principal Balance" shall mean the aggregate principal balance
outstanding from time to time of any Class of Principal Balance Certificates. As
of the Closing Date, the Class Principal Balance of each Class of Principal
Balance Certificates shall equal the Original Class Principal Balance thereof.
On each Distribution Date, the Class Principal Balance of each Class of
Principal Balance Certificates shall be reduced by the amount of any
distributions of principal made thereon on such Distribution Date pursuant to
Section 4.01 or 9.01, as applicable, and shall be further reduced (subject to
Section 4.05) by the amount of any Realized Losses and Additional Trust Fund
Expenses deemed allocated thereto on such Distribution Date pursuant to Section
4.04. On each Distribution Date, the Class Principal Balance of each Class of
Principal Balance Certificates shall be increased by the related Class Principal
Reinstatement Amount, if any, for such Distribution Date.

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

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

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


                                      -25-


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

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

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

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

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

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

     "Class X-CL Certificate" shall mean any one of the Certificates with a
"Class X-CL" designation on the face thereof, substantially in the form of
Exhibit A-2 attached hereto, and evidencing a portion of 35 separate "regular
interests" in REMIC III for purposes of the REMIC Provisions.

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

     "Class X-CP Certificate" shall mean any one of the Certificates with a
"Class X-CP" designation on the face thereof, substantially in the form of
Exhibit A-2 attached hereto, and evidencing a portion of 26 separate "regular
interests" in REMIC III for purposes of the REMIC Provisions.

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

                                      -26-



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

    Designation of Class X-CP            Month and Year of Class X-CP
       REMIC III Component                     Termination Date
    --------------------------------    -----------------------------
              A-1-2                              November 2005
              A-2-1                              November 2005
              A-2-2                              November 2006
              A-2-3                              November 2007
              A-2-4                              November 2008
              A-2-5                               August 2009
               A-3                                August 2009
              A-4-1                               August 2009
              A-4-2                              November 2009
              A-4-3                              November 2010
               A-5                               November 2010
              A-6-1                              November 2010
              A-6-2                              November 2011
               A-J                               November 2011
                B                                November 2011
                C                                November 2011
               D-1                               November 2009
               D-2                               November 2011
               E-1                                August 2009
               E-2                               November 2009
               F-1                               November 2008
               F-2                                August 2009
               G-1                               November 2007
               G-2                               November 2008
                H                                November 2007
                J                                November 2007


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

     "Closing Date" shall mean December 2, 2004.

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


                                      -27-


organization as shall be selected by the Master Servicer and reasonably
acceptable to the Trustee, the Special Servicer and the Controlling Class
Representative.

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

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

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

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

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

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

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


                                      -28-



     "CMSA Investor Reporting Package" shall mean, collectively:

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

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

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

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

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

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

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

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


                                      -29-

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


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

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

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

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

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

     "Co-Lender Agreement" shall mean the Grace Building Co-Lender Agreement,
the 222 East 41st Street Co-Lender Agreement, the 757 Third Avenue Co-Lender
Agreement, the Meriden Mall Co-Lender Agreement, the Parkersburg Towne Center
Co-Lender Agreement or the Main Street Station Co-Lender Agreement, as
applicable.

     "Collection Account" shall mean the segregated account or accounts created
and maintained by the Trustee pursuant to Section 3.04(b), which shall be
entitled "[NAME OF TRUSTEE], as Trustee, in trust for the registered holders of
LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage Pass-Through
Certificates, Series 2004-C8".

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

     "Combination Trust Mortgage Loan" shall mean the Grace Building Trust
Mortgage Loan, the 222 East 41st Street Trust Mortgage Loan, the 757 Third
Avenue Trust Mortgage Loan, the

                                      -30-



Meriden Mall Trust Mortgage Loan, the Parkersburg Towne Center Trust Mortgage
Loan or the Main Street Station Trust Mortgage Loan, as applicable.

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

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

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

     "Controlling Class" shall mean, as of any date of determination, the then
most subordinate (based on the payment priorities set forth in Sections 4.01(a)
and 4.01(b)) outstanding Class of Principal Balance Certificates that has a
Class Principal Balance that is not less than 25% of the Original Class
Principal Balance of such Class; provided that if no Class of Principal Balance
Certificates has as of such date of determination a Class Principal Balance that
is not less than 25% of its Original Class Principal Balance, then the
Controlling Class shall be the then most subordinate (based on the payment
priorities set forth in Sections 4.01(a) and 4.01(b)) outstanding Class of
Principal Balance Certificates that has a Class Principal Balance greater than
zero; and provided, further, that, for purposes of determining, and exercising
the rights of, the Controlling Class, all of the Senior Class A Certificates
shall be deemed to constitute a single Class of Certificates.

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

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

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

     "Corporate Trust Office" shall mean the principal corporate trust office of
the Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60603, Attention: Global Securitization Trust Services Group -
LB-UBS Commercial Mortgage Trust 2004-C8.

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


                                      -31-



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

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

     "Corresponding Class X-CP REMIC III Component" shall mean, with respect to
any Class X-CL REMIC III Component, any Class X-CP REMIC III Component that has
the same Corresponding REMIC II Regular Interest as such Class X-CL REMIC III
Component. If the Corresponding REMIC II Regular Interest for any Class X-CL
REMIC III Component is not also a Corresponding REMIC II Regular Interest for a
Class X-CP REMIC III Component, then such Class X-CL REMIC III Component shall
not have a Corresponding Class X-CP REMIC III Component.

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


                                      -32-



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

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

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

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

     "Cut-off Date" shall mean, individually and collectively, as applicable in
the context used: (i) with respect to each Mortgage Loan that was originated
after November 12, 2004, the related date of origination of such Mortgage Loan;
and (ii) for every other Mortgage Loan, November 12, 2004.

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

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

     "Default Interest" shall mean: (a) with respect to any Serviced Mortgage
Loan (or any successor REO Mortgage Loan with respect thereto), any amounts
collected thereon (other than late payment charges, Prepayment Premiums or Yield
Maintenance Charges) that represent penalty interest (arising out of a default)
in excess of (i) interest accrued on the principal balance of such Serviced
Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), at the
related Mortgage Rate (net of any applicable Additional Interest Rate included
as part of such Mortgage Rate), and (ii) in the case of an ARD Mortgage Loan (or
any successor REO Trust Mortgage Loan with respect thereto) after the related
Anticipated Repayment Date, any Additional Interest; (b) with respect to the
Grace Building Trust Mortgage Loan or any Grace Building REO Trust Mortgage
Loan, any amounts Received by the Trust thereon that represent "Default
Interest" as defined under the Grace Building Servicing Agreement; and (c) with
respect to the Meriden Mall Trust Mortgage Loan or any Meriden Mall REO Trust
Mortgage Loan, any amounts Received by the Trust thereon that represent "Default
Interest" as defined under the Meriden Mall Co-Lender Agreement.

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

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


                                      -33-



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

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

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

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

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

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

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

     "Depositor" shall mean SASCO II.

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

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

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

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

     "Directly Operate" shall mean, with respect to any Administered REO
Property, the furnishing or rendering of services to the tenants thereof, the
management or operation of such


                                      -34-


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

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

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

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

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


                                      -35-


     "Distributable Certificate Interest" shall mean, with respect to any Class
of Regular Interest Certificates for any Distribution Date, subject to Section
4.05(b), an amount of interest equal to (a) the amount of Accrued Certificate
Interest in respect of such Class of Certificates for the related Interest
Accrual Period, reduced (to not less than zero) by (b) that portion, if any, of
the Net Aggregate Prepayment Interest Shortfall for such Distribution Date
allocated to such Class of Certificates as provided below. For purposes of the
foregoing, the portion of the Net Aggregate Prepayment Interest Shortfall, if
any, for each Distribution Date that is allocable to each Class of Regular
Interest Certificates shall equal the lesser of (A) the amount of Accrued
Certificate Interest with respect to the subject Class of Regular Interest
Certificates for the related Interest Accrual Period and (B) the product of (1)
the entire amount of such Net Aggregate Prepayment Interest Shortfall,
multiplied by (2) a fraction, the numerator of which is equal to the amount of
Accrued Certificate Interest with respect to the subject Class of Regular
Interest Certificates for the related Interest Accrual Period, and the
denominator of which is equal to the aggregate amount of Accrued Certificate
Interest with respect to all the Classes of Regular Interest Certificates for
the related Interest Accrual Period.

     "Distributable Component Interest" shall mean, with respect to any REMIC
III Component of either Class of Interest-Only Certificates for any Distribution
Date, subject to Section 4.05(b), an amount of interest equal to (a) the amount
of Accrued Component Interest in respect of such REMIC III Component for the
related Interest Accrual Period, reduced (to not less than zero) by (b) the
product of (i) the entire portion of any Net Aggregate Prepayment Interest
Shortfall for such Distribution Date that was allocated to such Class of
Interest-Only Certificates in accordance with the definition of "Distributable
Certificate Interest", multiplied by (ii) a fraction, the numerator of which is
the amount of any Accrued Component Interest in respect of such REMIC III
Component for the related Interest Accrual Period, and the denominator of which
is the amount of the Accrued Certificate Interest in respect of such Class of
Interest-Only Certificates for the related Interest Accrual Period.

     "Distribution Date" shall mean the date each month, commencing in December
2004, on which, among other things, the Trustee is to make distributions on the
Certificates, which date shall be the fourth Business Day following the Trust
Determination Date in such calendar month.

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

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

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

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

     "Eligible Account" shall mean any of: (i) an account maintained with a
federal or state chartered depository institution or trust company, the
long-term deposit or unsecured debt obligations of which are rated at least
"Aa3" by Moody's and at least "AA-" (or, if such depository institution or trust


                                      -36-


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

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

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

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

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

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

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

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

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


                                      -37-



the amount needed to pay off the subject Trust Mortgage Loan or the related REO
Trust Mortgage Loan, as applicable, in full.

     "Excess Liquidation Proceeds Account" shall mean the segregated account or
accounts (or the segregated sub-account of the Collection Account) created and
maintained by the Trustee pursuant to Section 3.04(d) in trust for the
Certificateholders, which shall be entitled "[NAME OF TRUSTEE], as Trustee, in
trust for the registered holders of LB-UBS Commercial Mortgage Trust 2004-C8,
Commercial Mortgage Pass-Through Certificates, Series 2004-C8".

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

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

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

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

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

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

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

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

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

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

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


                                      -38-



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

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

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

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

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

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

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

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

     "Grace Building Event of Default" shall mean an "Event of Default" under,
and within the meaning of, the Grace Building Servicing Agreement that
materially and adversely affects the Trustee, in its capacity as holder of the
Grace Building Trust Mortgage Loan or any Grace Building REO Trust Mortgage
Loan, or the interests of the Certificateholders.

     "Grace Building Loan Group" shall have the meaning assigned thereto in the
Preliminary Statement, and shall be deemed to refer to the Grace Building Trust
Mortgage Loan and the Grace Building Non-Trust Mortgage Loan (each of which
shall be deemed to remain outstanding) notwithstanding that the Grace Building
Mortgaged Property may become an REO Property.

     "Grace Building Master Servicer" shall have the meaning assigned thereto in
the Preliminary Statement; provided that such term shall also include any
successor master servicer with respect to the Grace Building Loan Group
appointed pursuant to the Grace Building Servicing Agreement and/or the Grace
Building Co-Lender Agreement.

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


                                      -39-


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

     "Grace Building Non-Trust Mortgage Loan Securitization Agreement" shall
mean any agreement governing the securitization of a Grace Building Non-Trust
Mortgage Loan.

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

     "Grace Building Note A Mortgage Loan" shall mean the Grace Building Trust
Mortgage Loan, the Grace Building Note A1 Non-Trust Mortgage Loan, the Grace
Building Note A2 Non-Trust Mortgage Loan, the Grace Building Note A3 Non-Trust
Mortgage Loan and the Grace Building Note A4 Non-Trust Mortgage Loan.

     "Grace Building Note A1 Non-Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

     "Grace Building Note A3 Non-Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

     "Grace Building Note A4 Non-Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

     "Grace Building Note B1 Non-Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

     "Grace Building Note B2 Non-Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

     "Grace Building Note B3 Non-Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

     "Grace Building Note B4 Non-Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement.

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

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

     "Grace Building REO Trust Mortgage Loan" shall mean any REO Trust Mortgage
Loan relating to the Grace Building Trust Mortgage Loan.

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


                                      -40-


     "Grace Building Servicing Agreement" shall have the meaning assigned
thereto in the Preliminary Statement, and shall include any successor servicing
agreement provided for under the Grace Building Co-Lender Agreement.

     "Grace Building Special Servicer" shall have the meaning assigned thereto
in the Preliminary Statement; provided that such term shall also include any
successor special servicer with respect to the Grace Building Loan Group
appointed pursuant to the Grace Building Servicing Agreement and/or the Grace
Building Co-Lender Agreement.

     "Grace Building Trust Mortgage Loan" shall have the meaning assigned
thereto in the Preliminary Statement, which Trust Mortgage Loan is identified on
the Trust Mortgage Loan Schedule by loan number 1 and is, together with the
Grace Building Non-Trust Mortgage Loans, secured by the same Mortgage on the
Grace Building Mortgaged Property.

     "Grace Building Trustee" shall have the meaning assigned thereto in the
Preliminary Statement, provided that such term shall also include any successor
trustee appointed pursuant to the pooling and servicing agreement that, as of
the Closing Date, constitutes the Grace Building Servicing Agreement.

     "Grace Building Underlying Collection Period" shall mean the "Due Period"
under the Grace Building Servicing Agreement in effect as of the Closing Date or
any comparable period under any successor Grace Building Servicing Agreement.

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

     "Grantor Trust Assets" shall mean any collections of Additional Interest
Received by the Trust with respect to the ARD Trust Mortgage Loans and any
successor REO Trust Mortgage Loans with respect thereto.

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

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

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

     "Holder" shall mean a Certificateholder.

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


                                      -41-


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

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

     "Independent Contractor" shall mean: (a) any Person that would be an
"independent contractor" with respect to REMIC I within the meaning of Section
856(d)(3) of the Code if REMIC I were a real estate investment trust (except
that the ownership test set forth in that section shall be considered to be met
by any Person that owns, directly or indirectly, 35 percent or more of any Class
of Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to the Master
Servicer, the Special Servicer, the Trustee or the Trust Fund, delivered to the
Trustee (and, if a Serviced Loan Combination is involved, to the related
Serviced Non-Trust Mortgage Loan Noteholder(s)), provided that (i) such REMIC
Pool does not receive or derive any income from such Person and (ii) the
relationship between such Person and such REMIC Pool is at arm's length, all
within the meaning of Treasury regulations section 1.856-4(b)(5); or (b) any
other Person upon receipt by the Trustee (and, if a Serviced Loan Combination is
involved, by the related Serviced Non-Trust Mortgage Loan Noteholder(s)) of an
Opinion of Counsel, which shall be at no expense to the Master Servicer, the
Special Servicer, the Trustee or the Trust Fund, to the effect that the taking
of any action in respect of any Administered REO Property by such Person,
subject to any conditions therein specified, that is otherwise herein
contemplated to be taken by an Independent Contractor, will not cause such
Administered REO Property to cease to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code for purposes of Section 860D(a) of
the Code, or cause any income realized in respect of such Administered REO
Property to fail to qualify as Rents from Real Property, due to such Person's
failure to be treated as an Independent Contractor.

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

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


                                      -42-


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

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

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

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

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

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

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

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

     "Interest Accrual Period" shall mean, with respect to any Distribution
Date, the period commencing on the 11th calendar day of the month immediately
preceding the month in which such Distribution Date occurs and ending on the
10th calendar day of the month in which such Distribution Date occurs.

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

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

     "Interest Reserve Account" shall mean the segregated account or accounts
(or the segregated sub-account of the Collection Account) created and maintained
by the Trustee pursuant to Section 3.04(c) in trust for Certificateholders,
which shall be entitled "[NAME OF TRUSTEE], as


                                      -43-


Trustee, in trust for the registered holders of LB-UBS Commercial Mortgage Trust
2004-C8, Commercial Mortgage Pass-Through Certificates, Series 2004-C8".

     "Interest Reserve Amount" shall mean, with respect to each Interest Reserve
Mortgage Loan and Interest Reserve REO Mortgage Loan, for any Distribution Date
that occurs during February of 2005 or February of any year thereafter or during
January of 2005 or January of any year thereafter that is not a leap year, an
amount equal to one day's interest accrued at the related Mortgage Rate (net of
the related Additional Interest Rate, in the case of an ARD Trust Mortgage Loan
or any successor REO Trust Mortgage Loan with respect thereto after the related
Anticipated Repayment Date, and net of the related Outside Servicing Fee Rate,
in the case of an Outside Serviced Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto) on the related Stated Principal
Balance as of the Due Date in the month in which such Distribution Date occurs
(but prior to the application of any amounts due on such Due Date), to the
extent that a Monthly Payment or an Assumed Monthly Payment, as applicable, is
Received by the Trust in respect thereof for such Due Date as of the related
Determination Date or a P&I Advance is made under this Agreement (or, in the
case of the Meriden Mall Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto, a monthly debt service advance is made under the
Meriden Mall Servicing Agreement) in respect thereof for such Due Date by such
Distribution Date.

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

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

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

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

     "Investment Period" shall mean: (a) with respect to any investment of funds
in any Master Servicer Account (other than a Custodial Account) or any REO
Account, the period that ends at the close of business (New York City time) on
each Trust Determination Date (or, if the subject Investment Account relates
solely to a Serviced Loan Combination, on each related Loan Combination
Determination Date) and commences immediately following the end of the prior
such period (or, in the case of the first such period, commences on the Closing
Date); (b) with respect to any investment of funds in the Pool Custodial
Account, the Interest Reserve Account or the Excess Liquidation Proceeds
Account, the period that ends at the close of business (New York City time) on
the Business Day prior to each Trust Master Servicer Remittance Date and
commences immediately following the end of the prior such period (or, in the
case of the first such period, commences on the Closing Date); (c) with respect
to any investment of funds in any Loan Combination Custodial Account, the period
that ends at the close of business (New York City time) on the Business Day
prior to each related Loan Combination Master Servicer Remittance Date and
commences immediately following the end of the prior such period (or, in the
case of the first such period, commences on the Closing Date); and (d) with
respect to any investment of funds in the Collection Account, the period that
ends at the close of business (New York City time) on each Trust Master Servicer
Remittance Date and commences immediately following the end of the prior such
period (or, in the case of the first such period, commences on the Closing
Date); provided that, if and to the extent that the depository institution
maintaining any REO Account,


                                      -44-


Custodial Account or Trustee Account is the obligor on any investment of funds
in such Investment Account, and if such funds are to be transferred to another
Investment Account or distributed to Certificateholders or any Serviced
Non-Trust Mortgage Loan Noteholder on the Business Day following the end of any
particular Investment Period (determined without regard to this proviso) for
such investment, then such Investment Period shall be deemed extended through
such time on such next succeeding Business Day when such transfer or
distribution is to occur.

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

     "JP Series 2004-CIBC9_Certificates" shall have the meaning assigned thereto
in the Preliminary Statement.

     "JP Series 2004-CIBC9 Securitization" shall have the meaning assigned
thereto in the Preliminary Statement.

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

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

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

     "LBHI/Depositor Mortgage Loan Purchase Agreement" shall mean that certain
Mortgage Loan Purchase Agreement dated as of November 23, 2004, between the LBHI
Mortgage Loan Seller and the Depositor.

     "LBHI Mortgage Loan Seller" shall mean LBHI.

     "LB-UBS Series 2001-C2 Certificates" shall have the meaning assigned
thereto in the Preliminary Statement.

     "LB-UBS Series 2001-C2 Securitization" shall have the meaning assigned
thereto in the Preliminary Statement.

     "Legal Final Distribution Date" shall mean, with respect to any REMIC I
Regular Interest, any REMIC II Regular Interest, any Class of Regular Interest
Certificates or any particular


                                      -45-


REMIC III Component of a Class of Interest-Only Certificates, the "latest
possible maturity date" thereof, calculated solely for purposes of satisfying
Treasury regulations section 1.860G-1(a)(4)(iii).

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

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

     "Lennar" shall mean Lennar Partners, Inc. or its successor in interest.

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

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

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

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

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


                                      -46-



     "Loan Combination" shall mean the Grace Building Loan Group, the 222 East
41st Street Loan Pair, the 757 Third Avenue Loan Group, the Meriden Mall Loan
Pair, the Parkersburg Towne Center Loan Pair or the Main Street Station Loan
Pair, as applicable.

     "Loan Combination Collection Period" shall mean, individually and
collectively, as applicable in the context used, (i) the 222 East 41st Street
Collection Period with respect to the 222 East 41st Street Loan Pair and all
related matters, (ii) the 757 Third Avenue Collection Period with respect to the
757 Third Avenue Loan Group and all related matters, (iii) the Grace Building
Collection Period with respect to the Grace Building Loan Group and all related
matters, (iv) the Meriden Mall Collection Period with respect to the Meriden
Mall Loan Pair and all related matters, and (v) the Trust Collection Period with
respect to each other Loan Combination and all related matters.

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

     "Loan Combination Determination Date" shall mean, individually and
collectively, as applicable in the context used, (i) the 222 East 41st Street
Determination Date with respect to the 222 East 41st Street Loan Pair and all
related matters, (ii) the 757 Third Avenue Determination Date with respect to
the 757 Third Avenue Loan Group and all related matters, (iii) the Grace
Building Determination Date with respect to the Grace Building Loan Group and
all related matters, (iv) the Meriden Mall Determination Date with respect to
the Meriden Mall Loan Pair and all related matters, and (v) the Trust
Determination Date with respect to each other Loan Combination and all related
matters.

     "Loan Combination Master Servicer Remittance Date" shall mean, individually
and collectively, as applicable in the context used, (i) the 222 East 41st
Street Master Servicer Remittance Date with respect to the 222 East 41st Street
Loan Pair and all related matters, (ii) the 757 Third Avenue Master Servicer
Remittance Date with respect to the 757 Third Avenue Loan Group and all related
matters, and (iii) the Trust Master Servicer Remittance Date with respect to
each other Loan Combination and all related matters.

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

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


                                      -47-


Mortgaged Property or Properties or any related REO Property or Properties, as
the case may be, shall be the subject of such report.

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

     "Loan Component" shall mean any 757 Third Avenue Loan Component or any
Meriden Mall Loan Component.

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

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

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

     "Loss of Value Reserve Fund" shall mean the account or accounts created and
maintained by the Special Servicer pursuant to Section 3.04(e) on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "[NAME OF
SPECIAL SERVICER], as Special Servicer, on behalf of [NAME OF TRUSTEE], as
Trustee, in trust for the registered holders of LB-UBS Commercial Mortgage Trust
2004-C8, Commercial Mortgage Pass-Through Certificates, Series 2004-C8, Loss of
Value Reserve Fund". The Loss of Value Reserve Fund shall be designated as an
"outside reserve fund" (within the meaning of Treasury regulation section
1.860G-2(h)), pursuant to Section 2.05(b). The Loss of Value Reserve Fund will
be part of the Trust Fund but not part of the Grantor Trust or any REMIC Pool.

     "Loss Reimbursement Amount" shall mean:

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

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


                                      -48-


  total amount reinstated to the Uncertificated Principal Balance of such
  REMIC II Regular Interest on all prior Distribution Dates, if any, pursuant to
  Section 4.05(c); and

     (c) with respect to any Class of Principal Balance Certificates, for any
  Distribution Date, the total amount of (i) all reductions, if any, made in the
  related Class Principal Balance (without any corresponding distribution of
  principal) on all prior Distribution Dates, if any, pursuant to Section
  4.04(a), over (ii) the sum of (A) the total amount of such reductions
  reimbursed to the Holders of such Class of Certificates with respect to any
  related Loss Reimbursement Amount on all prior Distribution Dates, if any,
  pursuant to Section 4.01(a) or Section 4.01(b), as applicable, plus (B) the
  total amount of such reductions reinstated to the Class Principal Balance of
  such Class of Certificates on all prior Distribution Dates, if any, pursuant
  to Section 4.05(a).

     "Main Street Station Change of Control Event" shall mean the event that
occurs when: (a) the principal amount of the Main Street Non-Trust Mortgage Loan
or any successor REO Mortgage Loan with respect thereto (net of any existing
Appraisal Reduction Amount with respect to the Main Street Loan Pair) is less
than 25.0% of the original principal amount of the Main Street Non-Trust
Mortgage Loan; and (b) the Main Street Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto has not been repaid in full.

     "Main Street Station Co-Lender Agreement" shall have the meaning assigned
thereto in the Preliminary Statement.

     "Main Street Station Controlling Party" shall mean the Main Street
Directing Lender or any representative appointed thereby, consistent with
Section 3.02(d) of the Main Street Co-Lender Agreement, to exercise the rights
and powers of the Main Street Directing Lender under the Main Street Co-Lender
Agreement or this Agreement.

     "Main Street Station Custodial Account" shall mean the Loan Combination
Custodial Account created and maintained by the Master Servicer pursuant to
Section 3.04A on behalf of the Main Street Station Noteholders, which shall be
entitled "[NAME OF MASTER SERVICER], as Master Servicer, in trust for [NAME OF
MAIN STREET STATION NOTEHOLDERS], as their interests may appear".

     "Main Street Station Directing Lender" shall mean, as of any date of
determination, the "Directing Lender" under the Main Street Co-Lender Agreement.

     "Main Street Station Loan Pair" shall have the meaning assigned thereto in
the Preliminary Statement (and shall include any successor REO Mortgage Loans
with respect to the Main Street Station Mortgage Loans).

     "Main Street Station Mortgage Loan" shall mean the Main Street Station
Trust Mortgage Loan or the Main Street Station Non-Trust Mortgage Loan, as
applicable.

     "Main Street Station Mortgaged Property" shall have the meaning assigned
thereto in the Preliminary Statement.


                                      -49-


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

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

     "Main Street Station Noteholders" shall mean the holder of the Mortgage
Note for the Main Street Station Trust Mortgage Loan, together with the Main
Street Station Non-Trust Mortgage Loan Noteholder.

     "Main Street Station REO Account" shall mean the Loan Combination REO
Account created and maintained by the Special Servicer pursuant to Section 3.16
on behalf of the Main Street Station Noteholders, which shall be entitled "[NAME
OF SPECIAL SERVICER], as Special Servicer, in trust for [NAME OF MAIN STREET
STATION NOTEHOLDERS], as their interests may appear".

     "Main Street Station REO Mortgage Loan" shall mean any REO Mortgage Loan
relating to a Main Street Station Mortgage Loan.

     "Main Street Station REO Property" shall mean the Main Street Station
Mortgaged Property at such time as it becomes an REO Property hereunder.

     "Main Street Station REO Trust Mortgage Loan" shall mean any REO Trust
Mortgage Loan relating to the Main Street Station Trust Mortgage Loan.

     "Main Street Station Specially Designated Servicing Action" shall mean,
with respect to the Main Street Loan Pair or any related REO Property, any of
the actions specified in clauses (i) through (xiv) of the first paragraph of
Section 3.02(a) of the Main Street Co-Lender Agreement.

     "Main Street Station Trust Mortgage Loan" shall have the meaning assigned
thereto in the Preliminary Statement, which Trust Mortgage Loan is identified on
the Trust Mortgage Loan Schedule by loan number 38 and is, together with the
Main Street Station Non-Trust Mortgage Loan, secured by the same Mortgage on the
Main Street Station Mortgaged Property.

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

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

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

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

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


                                      -50-


     "Master Servicer Remittance Amount" shall mean, with respect to any Trust
Master Servicer Remittance Date, an amount equal to: (a) the sum of the
aggregate amount of all payments and other collections on or with respect to the
Trust Mortgage Loans and any related REO Properties (including monthly debt
service advances by the Meriden Mall Master Servicer with respect to the Meriden
Mall Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto, Loss of Value Payments and, in the case of the initial Distribution
Date, the Initial Deposits) that (i) were Received by the Trust as of the close
of business on the immediately preceding applicable Determination Date and (ii)
are on deposit or are required to be on deposit in the Pool Custodial Account as
of 12:00 noon (New York City time) on such Trust Master Servicer Remittance
Date, including any such payments and other collections transferred or required
to be transferred to the Pool Custodial Account from the Pool REO Account (if
established) and/or a Loan Combination Custodial Account, net of (b) the portion
of the aggregate amount described in clause (a) of this definition that
represents one or more of the following--(i) scheduled Monthly Payments that are
due on a Due Date following the end of the related Collection Period (or, in the
case of a scheduled Monthly Payment that is due on a Due Date in the same month
as such Trust Master Servicer Remittance Date but subsequent to the end of the
related Collection Period, following the end of the calendar month in which such
Trust Master Servicer Remittance Date occurs), (ii) any amount payable or
reimbursable to any Person from the Pool Custodial Account pursuant to clauses
(ii) through (xviii) of Section 3.05(a), (iii) any Excess Liquidation Proceeds
and (iv) any amounts deposited in the Pool Custodial Account in error.

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

     "Master Servicing Fee" shall mean, with respect to each Serviced Mortgage
Loan (and any successor REO Mortgage Loan with respect thereto) and the Grace
Building Trust Mortgage Loan (and any successor REO Trust Mortgage Loan with
respect thereto), the fee designated as such and payable to the Master Servicer
pursuant to Section 3.11(a). There shall not be any Master Servicing Fee with
respect to (i) the Meriden Mall Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto or (ii) the 222 East 41st Street Non-Trust
Mortgage Loan or any successor REO Mortgage Loan with respect thereto.

     "Master Servicing Fee Rate" shall mean: (a) with respect to each Serviced
Trust Mortgage Loan (and any successor REO Trust Mortgage Loan with respect
thereto), a rate per annum equal to the related Administrative Cost Rate minus
the Trustee Fee Rate; (b) with respect to the Grace Building Trust Mortgage Loan
(and any successor REO Trust Mortgage Loan with respect thereto), 0.015% per
annum; (c) with respect to the 757 Third Avenue Non-Trust Mortgage Loan (and any
successor REO Mortgage Loans with respect thereto), 0.020% per annum; and (d)
with respect to each of the Main Street Non-Trust Mortgage Loan and the
Parkersburg Towne Center Non-Trust Mortgage Loan (and any successor REO Mortgage
Loans with respect thereto), 0.010% per annum. The "Master Servicing Fee Rate"
with respect to the Meriden Mall Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan with respect thereto) and the 222 East 41st Street Non-Trust
Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) shall
mean 0.0% per annum.


                                      -51-


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

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

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

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

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

     "Meriden Mall Event of Default" shall mean an "Event of Default" under, and
within the meaning of, the Meriden Mall Servicing Agreement that materially and
adversely affects the Trustee, in its capacity as holder of the Meriden Mall
Trust Mortgage Loan or any Meriden Mall REO Trust Mortgage Loan, or the
interests of the Certificateholders.

     "Meriden Mall Loan Component No. 1" shall have the meaning assigned thereto
in the Preliminary Statement; provided that the Meriden Mall Loan Component No.
1 shall continue to exist with respect to any Meriden Mall REO Trust Mortgage
Loan in accordance with the terms of the related loan documents and without
regard to the fact that the Meriden Mall Mortgaged Property has become an REO
Property.

     "Meriden Mall Loan Component No. 2" shall have the meaning assigned thereto
in the Preliminary Statement; provided that the Meriden Mall Loan Component No.
2 shall continue to exist with respect to any Meriden Mall REO Trust Mortgage
Loan in accordance with the terms of the related loan documents and without
regard to the fact that the Meriden Mall Mortgaged Property has become an REO
Property.

     "Meriden Mall Loan Component No. 3" shall have the meaning assigned thereto
in the Preliminary Statement; provided that the Meriden Mall Loan Component No.
3 shall continue to exist with respect to any Meriden Mall REO Trust Mortgage
Loan in accordance with the terms of the related loan documents and without
regard to the fact that the Meriden Mall Mortgaged Property has become an REO
Property.

     "Meriden Mall Loan Components" shall have the meaning assigned thereto in
the Preliminary Statement; provided that the Meriden Mall Loan Components shall
continue to exist with respect to any Meriden Mall REO Trust Mortgage Loan in
accordance with the terms of the related loan documents and without regard to
the fact that the Meriden Mall Mortgaged Property has become an REO Property.


                                      -52-


     "Meriden Mall Loan Pair" shall have the meaning assigned thereto in the
Preliminary Statement, and shall be deemed to refer to the Meriden Mall Trust
Mortgage Loan and the Meriden Mall Non-Trust Mortgage Loan (each of which shall
be deemed to remain outstanding) notwithstanding that the Meriden Mall Mortgaged
Property may become an REO Property.

     "Meriden Mall Master Servicer" shall have the meaning assigned thereto in
the Preliminary Statement; provided that such term shall also include any
successor master servicer with respect to the Meriden Mall Loan Pair appointed
pursuant to the Meriden Mall Servicing Agreement and/or the Meriden Mall
Co-Lender Agreement.

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

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

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

     "Meriden Mall Non-Trust Mortgage Loan Securitization Agreement" shall mean
any agreement governing the securitization of the Meriden Mall Non-Trust
Mortgage Loan.

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

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

     "Meriden Mall REO Trust Mortgage Loan" shall mean any REO Trust Mortgage
Loan relating to the Meriden Mall Trust Mortgage Loan.

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

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

     "Meriden Mall Special Servicer" shall have the meaning assigned thereto in
the Preliminary Statement; provided that such term shall also include any
successor special servicer with respect to the Meriden Mall Loan Pair appointed
pursuant to the Meriden Mall Servicing Agreement and/or the Meriden Mall
Co-Lender Agreement.

     "Meriden Mall Trust Mortgage Loan" shall have the meaning assigned thereto
in the Preliminary Statement, which Trust Mortgage Loan is identified on the
Trust Mortgage Loan Schedule by loan number 20 and is, together with the Meriden
Mall Non-Trust Mortgage Loans, secured by the same Mortgage on the Meriden Mall
Mortgaged Property.


                                      -53-


     "Meriden Mall Trustee" shall have the meaning assigned thereto in the
Preliminary Statement, provided that such term shall also include any successor
trustee appointed pursuant to the pooling and servicing agreement that, as of
the Closing Date, constitutes the Meriden Mall Servicing Agreement.

     "Meriden Mall Underlying Collection Period" shall mean the "Collection
Period" under the Meriden Mall Servicing Agreement in effect as of the Closing
Date or any comparable period under any successor Meriden Mall Servicing
Agreement.

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

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

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

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

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


                                      -54-


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

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

     "Mortgage File" shall mean:

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

     (i)       (A) the original executed Mortgage Note for such Trust Mortgage
               Loan, endorsed (without recourse, representation or warranty,
               express or implied) to the order of "LaSalle Bank National
               Association, as trustee for the registered holders of LB-UBS
               Commercial Mortgage Trust 2004-C8, Commercial Mortgage
               Pass-Through Certificates, Series 2004-C8" or in blank, and
               further showing a complete, unbroken chain of endorsement from
               the originator (if such originator is other than the related
               Mortgage Loan Seller) (or, alternatively, if the original
               executed Mortgage Note has been lost, a lost note affidavit and
               indemnity with a copy of such Mortgage Note), and (B) in the case
               of each Serviced Loan Combination, a copy of the executed
               Mortgage Note for each Serviced Non-Trust Mortgage Loan in such
               Loan Combination;

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

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

     (iv)      an original executed assignment, in recordable form (except for
               recording information not yet available if the instrument being
               assigned has not been returned from the applicable recording
               office), of (A) the Mortgage and (B) any related Assignment of
               Leases (if such item is a document separate from the Mortgage),
               in favor of "LaSalle Bank National Association, in its capacity
               as trustee for the registered holders of LB-UBS Commercial
               Mortgage Trust 2004-C8, Commercial Mortgage Pass-Through
               Certificates, Series 2004-C8" (or, in the case of a Serviced Loan
               Combination, in favor of "LaSalle Bank National Association, in
               its capacity as


                                      -55-


               trustee for the registered holders of LB-UBS Commercial Mortgage
               Trust 2004-C8, Commercial Mortgage Pass-Through Certificates,
               Series 2004-C8, and in its capacity as lead lender on behalf of
               the [IDENTIFY RELATED SERVICED NON-TRUST MORTGAGE LOAN
               NOTEHOLDER(S)]") (or, in each case, a copy thereof, certified to
               be the copy of such assignment submitted for recording);

     (v)       an original or a copy of the assignment of all unrecorded
               documents relating to such Trust Mortgage Loan, in favor of
               "LaSalle Bank National Association, as trustee for the registered
               holders of LB-UBS Commercial Mortgage Trust 2004-C8, Commercial
               Mortgage Pass-Through Certificates, Series 2004-C8" (or, in the
               case of a Serviced Loan Combination, in favor of "LaSalle Bank
               National Association, in its capacity as trustee for the
               registered holders of LB-UBS Commercial Mortgage Trust 2004-C8,
               Commercial Mortgage Pass-Through Certificates, Series 2004-C8,
               and in its capacity as lead lender on behalf of the [IDENTIFY
               RELATED SERVICED NON-TRUST MORTGAGE LOAN NOTEHOLDER(S)]");

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

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

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

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

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

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

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

     (xiii)    originals or copies of final written modification agreements in
               those instances where the terms or provisions of the Mortgage
               Note for such Trust Mortgage Loan (and/or, if applicable, the
               Mortgage Note for a related Serviced Non-Trust Mortgage Loan) or
               the related Mortgage have been modified as to a monetary


                                      -56-


               term or other material term thereof, in each case (unless the
               particular item has not been returned from the applicable
               recording office) with evidence of recording indicated thereon if
               the instrument being modified is a recordable document;

     (xiv)     only if such Trust Mortgage Loan is secured by a nursing facility
               or hospitality property (as identified on Schedule VI hereto),
               filed copies (with evidence of filing) of any prior effective UCC
               Financing Statements in favor of the originator of such Trust
               Mortgage Loan or in favor of any assignee prior to the Trustee
               (but only to the extent the related Mortgage Loan Seller had
               possession of such UCC Financing Statements prior to the Closing
               Date) and an original assignment thereof, as appropriate, in form
               suitable for filing, in favor of "LaSalle Bank National
               Association, in its capacity as trustee for the registered
               holders of LB-UBS Commercial Mortgage Trust 2004-C8, Commercial
               Mortgage Pass-Through Certificates, Series 2004-C8" (or, in the
               case of a Serviced Loan Combination, in favor of "LaSalle Bank
               National Association, in its capacity as trustee for the
               registered holders of LB-UBS Commercial Mortgage Trust 2004-C8,
               Commercial Mortgage Pass-Through Certificates, Series 2004-C8,
               and in its capacity as lead lender on behalf of the [IDENTIFY
               RELATED SERVICED NON-TRUST MORTGAGE LOAN NOTEHOLDER(S)]");

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

     (xvi)     an original assignment of the related security agreement (if such
               item is a document separate from the Mortgage and if such item is
               not included in the assignment described in clause (a)(iv) or
               clause (a)(v) of this definition), in favor of "LaSalle Bank
               National Association, in its capacity as trustee for the
               registered holders of LB-UBS Commercial Mortgage Trust 2004-C8,
               Commercial Mortgage Pass-Through Certificates, Series 2004-C8"
               (or, in the case of a Serviced Loan Combination, in favor of
               "LaSalle Bank National Association, in its capacity as trustee
               for the registered holders of LB-UBS Commercial Mortgage Trust
               2004-C8, Commercial Mortgage Pass-Through Certificates, Series
               2004-C8, and in its capacity as lead lender on behalf of the
               [IDENTIFY RELATED SERVICED NON-TRUST MORTGAGE LOAN
               NOTEHOLDER(S)]");

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

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

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

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


                                      -57-



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

               (i)    the original executed Mortgage Note for such Trust
                      Mortgage Loan, endorsed (without recourse, representation
                      or warranty, express or implied) to the order of "LaSalle
                      Bank National Association, as trustee for the registered
                      holders of LB-UBS Commercial Mortgage Trust 2004-C8,
                      Commercial Mortgage Pass-Through Certificates, Series
                      2004-C8" or in blank, and further showing a complete,
                      unbroken chain of endorsement from the originator (if such
                      originator is other than the related Mortgage Loan Seller)
                      (or, alternatively, if the original executed Mortgage Note
                      has been lost, a lost note affidavit and indemnity with a
                      copy of such Mortgage Note);

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

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

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

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

     "Mortgage Loan Origination Documents" shall mean, with respect to any
Serviced Trust Mortgage Loan, any of the following documents (other than any
document that constitutes part of the Mortgage File for such Serviced Trust
Mortgage Loan), if applicable with respect to such Serviced Trust Mortgage Loan:
copies of any final appraisal, final survey, final engineering report, final
environmental report, opinion letters of counsel to the related mortgagor
delivered in connection with the closing of such Serviced Trust Mortgage Loan,
escrow agreements, organizational documentation for the related mortgagor,
organizational documentation for any related guarantor or indemnitor, if the
related guarantor or indemnitor is an entity, insurance certificates, 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 Serviced Trust Mortgage
Loan, (b) relates to the administration or servicing of such Serviced Trust
Mortgage Loan, (c) is reasonably necessary for the ongoing administration and/or
servicing of such Serviced Trust Mortgage Loan by the Master Servicer or Special
Servicer in connection with its duties under this Agreement, and (d) is in the
possession or under the control of the Depositor (if such Serviced Trust
Mortgage Loan is a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller
(if such Serviced Trust Mortgage Loan is a UBS Trust Mortgage Loan),


                                      -58-


as applicable; provided that neither the Depositor nor the UBS Mortgage Loan
Seller shall be required to deliver any draft documents, privileged or other
communications or correspondence, credit underwriting or due diligence analyses
or information, credit committee briefs or memoranda or other internal approval
documents or data or internal worksheets, memoranda, communications or
evaluations.

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

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

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

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

     "Mortgage Pool Data Update Report" shall mean, with respect to any
Distribution Date, a report (which may be included as part of the Distribution
Date Statement), prepared by the Trustee, containing information regarding the
Trust Mortgage Loans as of the end of the related Collection Period, which
report shall contain substantially the categories of information regarding the
Trust Mortgage Loans set forth on Annexes A-1 through A-4 to the Prospectus
Supplement (calculated, where applicable, on the basis of the most recent
relevant information provided by the Mortgagors to the Master Servicer or the
Special Servicer, as the case may be, and by the Master Servicer or the Special
Servicer, as the case may be, to the Trustee), and which information shall be
presented in tabular format substantially similar to the format utilized on such
annexes and shall also include a loan-by-loan listing (in descending balance
order) showing loan number, property type, location, unpaid principal balance,
Mortgage Rate, paid-through date, maturity date, gross interest portion of the
Monthly Payment, principal portion of the Monthly Payment, and any Prepayment
Premium or Yield Maintenance Charge received.

     "Mortgage Rate" shall mean, with respect to each Mortgage Loan (and any
successor REO Mortgage Loan with respect thereto), the related annualized rate
at which interest is scheduled (in the absence of a default) to accrue on such
Mortgage Loan from time to time in accordance with the related Mortgage Note and
applicable law, as such rate may be modified in accordance with Section 3.20
(or, in the case of a Mortgage Loan that is part of an Outside Serviced Loan
Combination, by the applicable Outside Servicer in accordance with the related
Outside Servicing Agreement) or in connection with a bankruptcy, insolvency or
similar proceeding involving the related Mortgagor. In the case of each of the
757 Third Avenue Trust Mortgage Loan, the Meriden Mall Trust Mortgage Loan and
any successor REO Trust Mortgage Loan with respect to either of the foregoing
two Trust Mortgage Loans, the annualized rate referred to in the preceding
sentence is the weighted average of the respective component interest rates for
the related Loan Components for the subject Trust Mortgage Loan or REO Trust
Mortgage Loan, as the case may be. In the case of each ARD Mortgage Loan, the
related Mortgage Rate shall increase in accordance with the related Mortgage
Note if the particular loan is not paid in full by its Anticipated Repayment
Date.

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



                                      -59-


     "Mortgagor" shall mean, individually and collectively, as the context may
require, (i) the primary obligor or obligors under a Mortgage Note, including
any Person that has acquired the related Mortgaged Property and assumed the
obligations of the original obligor under the Mortgage Note, and (ii) the owner
of the related Mortgaged Property, if such owner has executed the related
Mortgage with respect to the subject Mortgage Loan in addition to a guaranty of
the obligations of the named obligor on the related Mortgage Note, and such
guaranty is secured by such Mortgage; provided that the foregoing definition of
"Mortgagor" shall not include any guarantors except to the extent described in
clause (ii) above.

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

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

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

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

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

     "Net Prepayment Consideration" shall mean the Prepayment Consideration
Received by the Trust (or, if applicable, on behalf of a Serviced Non-Trust
Mortgage Loan Noteholder) with respect


                                      -60-

to any Mortgage Loan or REO Mortgage Loan, net of any Workout Fee or Liquidation
Fee payable therefrom.

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

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

     "Nonrecoverable P&I Advance" shall mean:

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

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

     "Nonrecoverable Servicing Advance" shall mean:

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

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


                                      -61-


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

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

     "Non-Trust Mortgage Loan" shall mean any Grace Building Non-Trust Mortgage
Loan, the 222 East 41st Street Non-Trust Mortgage Loan, any 757 Third Avenue
Non-Trust Mortgage Loan, the Meriden Mall Non-Trust Mortgage Loan, the
Parkersburg Towne Center Non-Trust Mortgage Loan or the Main Street Station
Non-Trust Mortgage Loan, as applicable.

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

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

     "Offering Memorandum" shall mean the Offering Memorandum dated November 23,
2004, relating to the Class X-CL, Class X-CP, Class G, Class H, Class J, Class
K, Class L, Class M, Class N, Class P, Class Q, Class S and Class T
Certificates.

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

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

     "Original Class Notional Amount" shall mean, with respect to either Class
of Interest-Only Certificates, the initial Class Notional Amount thereof as of
the Closing Date, which shall equal $1,311,284,987, in the case of the Class
X-CL Certificates, and $1,221,890,000, in the case of the Class X-CP
Certificates.



                                      -62-


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

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

     "Outside Master Servicer" shall mean, in the case of the Meriden Mall Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto),
the Meriden Mall Master Servicer and, in the case of the Grace Building Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto),
the Grace Building Master Servicer.

     "Outside Serviced Loan Combination" shall mean the Meriden Mall Loan Pair
or the Grace Building Loan Group, as applicable.

     "Outside Serviced Trust Mortgage Loan" shall mean the Meriden Mall Trust
Mortgage Loan or the Grace Building Trust Mortgage Loan, as applicable.

     "Outside Serviced Trustee" shall mean, in the case of the Meriden Mall
Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with respect
thereto), the Meriden Mall Trustee, and in the case of the Grace Building Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto),
the Grace Building Trustee.

     "Outside Servicer" shall mean, in the case of each Outside Serviced Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto),
the related Outside Master Servicer and Outside Special Servicer, as applicable.

     "Outside Servicing Agreement" shall mean, in the case of the Meriden Mall
Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with respect
thereto), the Meriden Mall Servicing Agreement and, in the case of the Grace
Building Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto), the Grace Building Servicing Agreement.

     "Outside Servicing Fee Rate" shall mean: (i) 0.10% per annum, in the case
of the Meriden Mall Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto; and (ii) 0.02% per annum, in the case of the Grace
Building Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto.

     "Outside Special Servicer" shall mean, in the case of the Meriden Mall
Trust Mortgage Loan, the Meriden Mall Special Servicer and, in the case of the
Grace Building Trust Mortgage Loan, the Grace Building Special Servicer.

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

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


                                      -63-


     "Pari Passu Mortgage Loan" shall mean the Grace Building Trust Mortgage
Loan or any Pari Passu Non-Trust Mortgage Loan, as applicable.

     "Pari Passu Non-Trust Mortgage Loans" shall mean, collectively, the Grace
Building Note A1 Non-Trust Mortgage Loan, the Grace Building Note A3 Non-Trust
Mortgage Loan and the Grace Building Note A4 Non-Trust Mortgage Loan.

     "Parkersburg Towne Center Change of Control Event" shall mean the event
that occurs when: (a) the principal amount of the Parkersburg Towne Center
Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect thereto
(net of any existing Appraisal Reduction Amount with respect to the Parkersburg
Towne Center Loan Pair) is less than 25.0% of the original principal amount of
the Parkersburg Towne Center Non-Trust Mortgage Loan; and (b) the Parkersburg
Towne Center Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto has not been repaid in full.

     "Parkersburg Towne Center Co-Lender Agreement" shall have the meaning
assigned thereto in the Preliminary Statement.

     "Parkersburg Towne Center Controlling Party" shall mean the Parkersburg
Towne Center Directing Lender or any representative appointed thereby,
consistent with Section 3.02(d) of the Parkersburg Towne Center Co-Lender
Agreement, to exercise the rights and powers of the Parkersburg Towne Center
Directing Lender under the Parkersburg Towne Center Co-Lender Agreement or this
Agreement.

     "Parkersburg Towne Center Custodial Account" shall mean the Loan
Combination Custodial Account created and maintained by the Master Servicer
pursuant to Section 3.04A on behalf of the Parkersburg Towne Center Noteholders,
which shall be entitled "[NAME OF MASTER SERVICER], as Master Servicer, in trust
for [NAME OF PARKERSBURG TOWNE CENTER NOTEHOLDERS], as their interests may
appear".

     "Parkersburg Towne Center Directing Lender" shall mean, as of any date of
determination, the "Directing Lender" under the Parkersburg Towne Center
Co-Lender Agreement.

     "Parkersburg Towne Center Loan Pair" shall have the meaning assigned
thereto in the Preliminary Statement (and shall include any successor REO
Mortgage Loans with respect to the Parkersburg Towne Center Mortgage Loans).

     "Parkersburg Towne Center Mortgage Loan" shall mean the Parkersburg Towne
Center Trust Mortgage Loan or the Parkersburg Towne Center Non-Trust Mortgage
Loan, as applicable.

     "Parkersburg Towne Center Mortgaged Property" shall have the meaning
assigned thereto in the Preliminary Statement.

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


                                      -64-


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

     "Parkersburg Towne Center Noteholders" shall mean the holder of the
Mortgage Note for the Parkersburg Towne Center Trust Mortgage Loan, together
with the Parkersburg Towne Center Non-Trust Mortgage Loan Noteholder.

     "Parkersburg Towne Center REO Account" shall mean the Loan Combination REO
Account created and maintained by the Special Servicer pursuant to Section 3.16
on behalf of the Parkersburg Towne Center Noteholders, which shall be entitled
"[NAME OF SPECIAL SERVICER], as Special Servicer, in trust for [NAME OF
PARKERSBURG TOWNE CENTER NOTEHOLDERS], as their interests may appear".

     "Parkersburg Towne Center REO Mortgage Loan" shall mean any REO Mortgage
Loan relating to a Parkersburg Towne Center Mortgage Loan.

     "Parkersburg Towne Center REO Property" shall mean the Parkersburg Towne
Center Mortgaged Property at such time as it becomes an REO Property hereunder.

     "Parkersburg Towne Center REO Trust Mortgage Loan" shall mean any REO Trust
Mortgage Loan relating to the Parkersburg Towne Center Trust Mortgage Loan.

     "Parkersburg Towne Center Specially Designated Servicing Action" shall
mean, with respect to the Parkersburg Towne Center Loan Pair or any related REO
Property, any of the actions specified in clauses (i) through (xiv) of the first
paragraph of Section 3.02(a) of the Parkersburg Towne Center Co-Lender
Agreement.

     "Parkersburg Towne Center Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement, which Trust Mortgage Loan is
identified on the Trust Mortgage Loan Schedule by loan number 50 and is,
together with the Parkersburg Towne Center Non-Trust Mortgage Loan, secured by
the same Mortgage on the Parkersburg Towne Center Mortgaged Property.

     "Pass-Through Rate" shall mean:

     (a) with respect to the Class A-1 Certificates, for any Interest Accrual
  Period, 3.936% per annum;

     (b) with respect to the Class A-2 Certificates, for any Interest Accrual
  Period, 4.201% per annum;

     (c) with respect to the Class A-3 Certificates, for any Interest Accrual
  Period, 4.435% per annum;

     (d) with respect to the Class A-4 Certificates, for any Interest Accrual
  Period, 4.510% per annum;


                                      -65-


     (e) with respect to the Class A-5 Certificates, for any Interest Accrual
  Period, 4.720% per annum;

     (f) with respect to the Class A-6 Certificates, for any Interest Accrual
  Period, an annual rate equal to the lesser of (i) the Weighted Average REMIC I
  Remittance Rate for such Interest Accrual Period and (ii) 4.799% per annum;

     (g) with respect to the Class A-J Certificates, for any Interest Accrual
  Period, an annual rate equal to the lesser of (i) the Weighted Average REMIC I
  Remittance Rate for such Interest Accrual Period and (ii) 4.858% per annum;

     (h) with respect to the Class B Certificates, for any Interest Accrual
  Period, an annual rate equal to the lesser of (i) the Weighted Average REMIC I
  Remittance Rate for such Interest Accrual Period and (ii) 4.907% per annum;

     (i) with respect to the Class C Certificates, for any Interest Accrual
  Period, an annual rate equal to the lesser of (i) the Weighted Average REMIC I
  Remittance Rate for such Interest Accrual Period and (ii) 4.927% per annum;

     (j) with respect to the Class D Certificates, for any Interest Accrual
  Period, an annual rate equal to the lesser of (i) the Weighted Average REMIC I
  Remittance Rate for such Interest Accrual Period and (ii) 4.946% per annum;

     (k) with respect to the Class E Certificates, for any Interest Accrual
  Period, an annual rate equal to the lesser of (i) the Weighted Average REMIC I
  Remittance Rate for such Interest Accrual Period and (ii) 4.986% per annum;

     (l) with respect to the Class F Certificates, for any Interest Accrual
  Period, an annual rate equal to the lesser of (i) the Weighted Average REMIC I
  Remittance Rate for such Interest Accrual Period and (ii) 5.005% per annum;

     (m) with respect to the Class G Certificates, for any Interest Accrual
  Period, an annual rate equal to the lesser of (i) the Weighted Average REMIC I
  Remittance Rate for such Interest Accrual Period and (ii) 5.094% per annum;

     (n) with respect to the Class H Certificates, for any Interest Accrual
  Period, an annual rate equal to the Weighted Average REMIC I Remittance Rate
  for such Interest Accrual Period, minus 0.33%;

     (o) with respect to the Class J Certificates, for any Interest Accrual
  Period, an annual rate equal to the Weighted Average REMIC I Remittance Rate
  for such Interest Accrual Period, minus 0.23%;

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

     (q) with respect to the Class L, Class M, Class N, Class P, Class Q, Class
  S and Class T Certificates, for any Interest Accrual Period, an annual rate
  equal to the lesser of (i) the


                                      -66-

  Weighted Average REMIC I Remittance Rate for such Interest Accrual Period
  and (ii) 5.188% per annum;

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

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

     (t) with respect to any Class X-CP REMIC III Component, for any Interest
  Accrual Period, an annual rate equal to either: (i) if such Interest Accrual
  Period relates to, or otherwise ends prior to, the Class X-CP Termination Date
  for such Class X-CP REMIC III Component, the excess, if any, of (A) the lesser
  of (1) the REMIC II Remittance Rate with respect to such Class X-CP REMIC III
  Component's Corresponding REMIC II Regular Interest for such Interest Accrual
  Period and (2) the Reference Rate for such Interest Accrual Period, over (B)
  the Adjusted REMIC II Remittance Rate with respect to such Class X-CP REMIC
  III Component's Corresponding REMIC II Regular Interest for such Interest
  Accrual Period; or (ii) if such Interest Accrual Period relates to a
  Distribution Date subsequent to the Class X-CP Termination Date for such Class
  X-CP REMIC III Component, 0% per annum; and

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

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


                                      -67-


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

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

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

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

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

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

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

     (iii)     certificates of deposit, time deposits, demand deposits and
               bankers' acceptances of any bank or trust company organized under
               the laws of the United States or any state thereof (having
               original maturities of not more than 365 days), the short term
               obligations of which are rated in the highest rating category of
               each of S&P and


                                      -68-


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

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

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

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

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


                                      -69-


     "Permitted Purchase" shall mean:

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

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

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

     (iv) the purchase of a Trust Mortgage Loan or REO Property by the Special
  Servicer, a Controlling Class Certificateholder, the Master Servicer, the
  Depositor or Lehman Brothers, pursuant to Section 9.01;

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

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

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

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

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

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

     "Pool Custodial Account" shall mean the segregated account or accounts
created and maintained by the Master Servicer pursuant to Section 3.04(a) on
behalf of the Trustee in trust for the Certificateholders, which shall be
entitled "[NAME OF MASTER SERVICER], as Master Servicer, on behalf of [NAME OF
TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS Commercial


                                      -70-


Mortgage Trust 2004-C8, Commercial Mortgage Pass-Through Certificates, Series
2004-C8, Pool Custodial Account".

     "Pool REO Account" shall mean the segregated account or accounts created
and maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "[NAME OF
SPECIAL SERVICER], as Special Servicer, on behalf of [NAME OF TRUSTEE], as
Trustee, in trust for the registered holders of LB-UBS Commercial Mortgage Trust
2004-C8, Commercial Mortgage Pass-Through Certificates, Series 2004-C8, Pool REO
Account".

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

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

     "Prepayment Consideration Entitlement" shall mean, with respect to (A) any
Distribution Date on which any Net Prepayment Consideration Received by the
Trust on any Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto) is distributable and (B) any Class of YM Principal Balance
Certificates that is entitled to distributions of principal on such Distribution
Date, for purposes of determining the portion of such Net Prepayment
Consideration distributable with respect to such Class of YM Principal Balance
Certificates, an amount equal to the product of (x) the amount of such Net
Prepayment Consideration, multiplied by (y) a fraction (not greater than 1.0 or
less than 0.0), the numerator of which is equal to the excess, if any, of the
Pass-Through Rate for such Class of YM Principal Balance Certificates over the
relevant Discount Rate, and the denominator of which is equal to the excess, if
any, of the Mortgage Rate for such Trust Mortgage Loan (or REO Trust Mortgage
Loan) over the relevant Discount Rate, and further multiplied by (z) a fraction,
the numerator of which is equal to the amount of principal to be distributed on
such Class of YM Principal Balance Certificates on such Distribution Date
pursuant to Section 4.01 or 9.01, as applicable, and the denominator of which is
equal to the Adjusted Principal Distribution Amount for such Distribution Date.

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


                                      -71-


such Principal Prepayment during the period from and after such Due Date
(exclusive, however, of any related Prepayment Consideration that may have been
collected).

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

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

     "Primary Servicing Office" shall mean the offices of the Master Servicer or
the Special Servicer, as the context may require, that are primarily responsible
for such party's servicing obligations hereunder. As of the Closing Date, the
Primary Servicing Office of the Master Servicer is located at 8739 Research
Drive, URP4, Charlotte, North Carolina 28262-1075, and the Primary Servicing
Office of the Special Servicer is located at 1601 Washington Avenue, Suite 800,
Miami Beach, Florida 33139.

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

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


                                      -72-


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

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

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

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

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

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

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

     (g) the principal portion of any monthly debt service advance made by the
  Meriden Mall Master Servicer under the Meriden Mall Servicing Agreement, which
  advance was Received by the Trust with respect to the Meriden Mall Trust
  Mortgage Loan or any Meriden Mall REO Trust Mortgage Loan as of the end of the
  related Collection Period and intended to relate to the Monthly Payment or
  Assumed Monthly Payment due or deemed due in respect of the Meriden Mall Trust
  Mortgage Loan or any Meriden Mall REO Trust Mortgage Loan during the related
  Collection Period.

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


                                      -73-


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

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

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

     "Prospectus" shall mean the prospectus dated November 15, 2004, as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.

     "Prospectus Supplement" shall mean the prospectus supplement dated November
23, 2004, relating to the Registered Certificates.

     "PTCE" shall mean prohibited transaction class exemption.

     "PTE" shall mean prohibited transaction exemption.

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

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


                                      -74-


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

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

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

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

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

     "Rated Final Distribution Date" shall mean: (a) with respect to the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6 Certificates, the
Distribution Date in November 2029; and (b) with respect to the other Classes of
Principal Balance Certificates (exclusive of the Class T Certificates), the
Distribution Date in November 2039.

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

     "Realized Loss" shall mean:

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


                                      -75-


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

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

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

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

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

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


                                      -76-


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

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

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

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

     "Registered Certificate" shall mean any Certificate that has been the
subject of registration under the Securities Act. As of the Closing Date, the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-J,
Class B, Class C, Class D, Class E and Class F Certificates are Registered
Certificates.

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

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

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

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

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

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

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

     "REMIC I" shall mean the segregated pool of assets constituting the primary
trust created hereby and to be administered hereunder with respect to which a
separate REMIC election is to be made, and consisting of: (i) the Trust Mortgage
Loans as from time to time are subject to this Agreement and all payments under
and proceeds of such Trust Mortgage Loans Received by the Trust after the
Closing


                                      -77-


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

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

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


                                      -78-


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

     "REMIC II Regular Interest" shall mean any of the 35 separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a "regular interest" in REMIC II. Each REMIC II Regular Interest
shall accrue interest at its REMIC II Remittance Rate in effect from time to
time and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. The designations for the respective REMIC II Regular Interests are set
forth in the Preliminary Statement hereto.

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

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

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

     "REMIC III Component" shall mean:

     (a) with respect to the Class X-CL Certificates, any of the following 35
  components of the Class X-CL Certificates: REMIC III Component X-CL-A-1-1;
  REMIC III Component X-CL-A-1-2; REMIC III Component X-CL-A-2-1; REMIC III
  Component X-CL-A-2-2; REMIC III Component X-CL-A-2-3; REMIC III Component
  X-CL-A-2-4; REMIC III Component X-CL-A-2-5; REMIC III Component X-CL-A-3;
  REMIC III Component X-CL-A-4-1; REMIC III Component X-CL-A-4-2; REMIC III
  Component X-CL-A-4-3; REMIC III Component X-CL-A-5; REMIC III Component
  X-CL-A-6-1; REMIC III Component X-CL-A-6-2; REMIC III Component X-CL-A-J;
  REMIC III Component X-CL-B; REMIC III Component X-CL-C; REMIC III Component
  X-CL-D-1; REMIC III Component X-CL-D-2; REMIC III Component X-CL-E-1; REMIC
  III Component X-CL-E-2; REMIC III Component X-CL-F-1; REMIC III Component
  X-CL-F-2; REMIC III Component X-CL-G-1; REMIC III Component X-CL-G-2; REMIC
  III Component X-CL-H; REMIC III Component X-CL-J; REMIC III Component X-CL-K;
  REMIC III Component X-CL-L; REMIC III Component X-CL-M; REMIC III Component
  X-CL-N; REMIC III Component X-CL-P; REMIC III Component X-CL-Q; REMIC III
  Component X-CL-S; and REMIC III Component X-CL-T; each of which (i)
  constitutes a separate "regular interest" in REMIC III for purposes of the
  REMIC Provisions, (ii) relates to its Corresponding REMIC II Regular Interest,
  and (iii) has a Component Notional Amount equal to the Uncertificated
  Principal Balance of its Corresponding REMIC II Regular Interest outstanding
  from time to time; and


                                      -79-


     (b) with respect to the Class X-CP Certificates, any of the following 26
  components of the Class X-CP Certificates: REMIC III Component X-CP-A-1-2;
  REMIC III Component X-CP-A-2-1; REMIC III Component X-CP-A-2-2; REMIC III
  Component X-CP-A-2-3; REMIC III Component X-CP-A-2-4; REMIC III Component
  X-CP-A-2-5; REMIC III Component X-CP-A-3; REMIC III Component X-CP-A-4-1;
  REMIC III Component X-CP-A-4-2; REMIC III Component X-CP-A-4-3; REMIC III
  Component X-CP-A-5; REMIC III Component X-CP-A-6-1; REMIC III Component
  X-CP-A-6-2; REMIC III Component X-CP-A-J; REMIC III Component X-CP-B; REMIC
  III Component X-CP-C; REMIC III Component X-CP-D-1; REMIC III Component
  X-CP-D-2; REMIC III Component X-CP-E-1; REMIC III Component X-CP-E-2; REMIC
  III Component X-CP-F-1; REMIC III Component X-CP-F-2; REMIC III Component
  X-CP-G-1; REMIC III Component X-CP-G-2; REMIC III Component X-CP-H; and REMIC
  III Component X-CP-J; each of which (i) constitutes a separate "regular
  interest" in REMIC III for purposes of the REMIC Provisions, (ii) relates to
  its Corresponding REMIC II Regular Interest, and (iii) has a Component
  Notional Amount equal to the Uncertificated Principal Balance of its
  Corresponding REMIC II Regular Interest outstanding from time to time.

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

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

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

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

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

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

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

     "REO Mortgage Loan" shall mean the mortgage loan (or, if a Serviced Loan
Combination is involved, one of the two or more mortgage loans comprising such
Loan Combination) deemed for purposes hereof to be outstanding with respect to
each REO Property. Each REO Mortgage Loan shall be deemed to relate to and
succeed the Mortgage Loan (or, in the case of any REO Property that relates to a
Serviced Loan Combination, one of the two or more Mortgage Loans) relating to
the subject REO Property. Each REO Mortgage Loan shall be deemed to provide for
monthly payments of principal and/or interest equal to its Assumed Monthly
Payment and otherwise to have the same terms and conditions as its predecessor
Mortgage Loan (such terms and conditions to be applied without


                                      -80-


regard to the default on such predecessor Mortgage Loan and the acquisition of
the related REO Property as part of the Trust Fund or, if applicable in the case
of any REO Property that relates to a Loan Combination, on behalf of the Trust
and the related Non-Trust Mortgage Loan Noteholder(s)). Each REO Mortgage Loan
shall be deemed to have an initial unpaid principal balance and, if applicable
hereunder, an initial Stated Principal Balance equal to the unpaid principal
balance and Stated Principal Balance, respectively, of its predecessor Mortgage
Loan as of the date of the related REO Acquisition. All Monthly Payments (other
than a Balloon Payment), Assumed Monthly Payments (in the case of a Balloon
Mortgage Loan delinquent in respect of its Balloon Payment) and other amounts
due and owing, or deemed to be due and owing, in respect of the predecessor
Mortgage Loan as of the date of the related REO Acquisition, shall be deemed to
continue to be due and owing in respect of an REO Mortgage Loan. Amounts
Received by the Trust (or, if applicable, received on behalf of the related
Serviced Non-Trust Mortgage Loan Noteholder) with respect to each REO Mortgage
Loan (after provision for amounts to be applied to the payment of, or to be
reimbursed to the Master Servicer or the Special Servicer for the payment of,
the costs of operating, managing and maintaining the related REO Property (other
than in the case of an REO Property that relates to an Outside Serviced Trust
Mortgage Loan) or for the reimbursement of the Master Servicer or the Special
Servicer for other related Servicing Advances) shall be treated: first, as a
recovery of accrued and unpaid interest on such REO Mortgage Loan at the related
Mortgage Rate (net, in the case of any successor REO Mortgage Loan in respect of
an Outside Serviced Trust Mortgage Loan, of the related "Outside Servicing Fee
Rate") to but not including the Due Date in the related Collection Period of
receipt (exclusive, however, in the case of an REO Mortgage Loan that relates to
an ARD Mortgage Loan after its Anticipated Repayment Date, of any such accrued
and unpaid interest that constitutes Additional Interest); second, as a recovery
of principal of such REO Mortgage Loan to the extent of its entire unpaid
principal balance; third, in accordance with the normal servicing practices of
the Master Servicer, as a recovery of any other amounts (or, in the case of an
REO Mortgage Loan in respect of an Outside Serviced Trust Mortgage Loan, any
Prepayment Consideration) due and owing in respect of such REO Mortgage Loan
(exclusive, however, in the case of an REO Mortgage Loan that relates to an ARD
Mortgage Loan after its Anticipated Repayment Date, of any such accrued and
unpaid interest that constitutes Additional Interest); and fourth, in the case
of an REO Mortgage Loan that relates to an ARD Mortgage Loan after its
Anticipated Repayment Date, as a recovery of accrued and unpaid Additional
Interest on such REO Mortgage Loan; provided that, in the case of an REO
Mortgage Loan in respect of an Outside Serviced Trust Mortgage Loan, if an
allocation in accordance with this sentence would conflict with remittance
reports from the applicable Outside Servicer, the Master Servicer shall, in the
absence of actual knowledge of an error, rely on the allocation in such
remittance reports; and provided, further, that, if one or more Advances
previously made in respect of an REO Trust Mortgage Loan have been reimbursed
out of general collections of principal on the Mortgage Pool as one or more
Nonrecoverable Advances, then collections in respect of such REO Trust Mortgage
Loan available for application pursuant to clauses first through fourth of this
sentence shall instead be applied in the following order--(i) as a recovery of
accrued and unpaid interest on, and principal of, such REO Trust Mortgage Loan,
to the extent of any outstanding P&I Advances and unpaid Master Servicing Fees
in respect of such REO Trust Mortgage Loan, (ii) as a recovery of the item(s)
for which such previously reimbursed Nonrecoverable Advance(s) were made
(together with any interest on such previously reimbursed Nonrecoverable
Advance(s) that was also paid out of general collections of principal on the
Mortgage Pool), and (iii) in accordance with clauses first through fourth of
this sentence (taking into account the applications pursuant to clauses (i) and
(ii) of this proviso); and provided, further, that if the Mortgage Loans
comprising any Serviced Loan Combination become REO Mortgage Loans, amounts
(other than Loss of Value Payments deemed to constitute Liquidation Proceeds
with respect to the REO Trust


                                      -81-


Mortgage Loan in such Serviced Loan Combination and other than Liquidation
Proceeds resulting from the purchase of the Trust's interest in any related REO
Property pursuant to or as contemplated by Section 2.03) received with respect
to such REO Mortgage Loans shall be applied to amounts due and owing in respect
of such REO Mortgage Loans as provided in the related Co-Lender Agreement; and
provided, further, that Loss of Value Payments shall not be applied in
accordance with the foregoing provisions of this definition unless and until
such amounts are transferred to the Pool Custodial Account, and deemed to
constitute Liquidation Proceeds in respect of a particular REO Trust Mortgage
Loan, in accordance with Section 3.05(e). Notwithstanding the foregoing, all
amounts payable or reimbursable to the Master Servicer, the Special Servicer,
the Trustee or the Fiscal Agent in respect of the predecessor Mortgage Loan as
of the date of the related REO Acquisition, including any unpaid Servicing Fees
and any unreimbursed Servicing Advances and P&I Advances, together with any
interest accrued and payable to the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent in respect of such Servicing Advances and P&I
Advances in accordance with Sections 3.11(g) and 4.03(d), respectively, shall
continue to be payable or reimbursable to the Master Servicer, the Special
Servicer, the Trustee or the Fiscal Agent, as the case may be, in respect of an
REO Mortgage Loan.

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

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

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

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

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

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


                                      -82-


was obtained or conducted within the prior 12 months, a "desktop" value estimate
performed by the Special Servicer.

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

     (i) that becomes a Modified Loan;

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

     (iii) that is delinquent in respect of its Balloon Payment, if any, (A) for
  one (1) Business Day beyond the date on which such Balloon Payment was due
  (unless clause (B) below applies) or (B) if the related Mortgagor shall have
  delivered a refinancing commitment acceptable to the Special Servicer prior to
  the date when such Balloon Payment was due, for 30 days beyond the date on
  which such Balloon Payment was due (or for such shorter period ending on the
  date on which it is determined that the refinancing could not reasonably be
  expected to occur);

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

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

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

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

provided that all of the Mortgage Loans comprising a Serviced Loan Combination
shall, upon the occurrence of any of the events described in clauses (i) through
(vii) of this definition in respect of any such Mortgage Loan, be deemed to be a
single "Required Appraisal Loan". Any Required Appraisal Loan shall cease to be
such at such time as it has become a Corrected Mortgage Loan (assuming such
Required Appraisal Loan was a Specially Serviced Mortgage Loan), it has remained
current for at least three consecutive Monthly Payments, and no other event
described in clauses (i) through (vii) above has occurred with respect thereto
during the preceding three-month period. The term "Required Appraisal Loan"
shall include any successor REO Mortgage Loan(s) in respect of a Serviced Trust
Mortgage Loan or Serviced Loan Combination. In no event shall any Outside
Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto or any Outside Serviced Loan Combination constitute a Required
Appraisal Loan hereunder.

     "Required Appraisal Value" shall mean, with respect to any Mortgaged
Property securing (or REO Property relating to) a Required Appraisal Loan, an
amount equal to the sum of: (a) the excess, if any, of (i) 90% of the Appraised
Value of such Mortgaged Property (or REO Property) as determined by the most
recent Required Appraisal or any letter update of such Required Appraisal (as
such Appraised Value may be reduced by the Special Servicer, acting in
accordance with the Servicing


                                      -83-

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

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

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

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

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

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

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

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

     "S&P" shall mean Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. or its successor in interest. If neither such rating
agency nor any successor remains in existence, "S&P" shall be deemed to refer to
such other nationally recognized statistical rating agency or other comparable
Person designated by the Depositor, notice of which designation shall be given
to the


                                      -84-


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

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

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

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

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

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

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

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

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

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


                                      -85-


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

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

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

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

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

     "Seller/Depositor Resolution Period" shall mean the 90-day period following
the related Mortgage Loan Seller's receipt of a Seller/Depositor Notification
with respect to the Material Document Defect or Material Breach that gave rise
to the particular repurchase obligation; provided, however, that if (i) such
Material Document Defect or Material Breach is capable of being cured but not
within such 90-day period, (ii) the Depositor (in the case of a Lehman Trust
Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a UBS Trust
Mortgage Loan), as the case may be, has commenced and is diligently proceeding
with the cure of such Material Document Defect or Material Breach within such
initial 90-day period, and (iii) the Depositor (in the case of a Lehman Trust
Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a UBS Trust
Mortgage Loan), as the case may be, delivers an Officer's Certificate to the
Special Servicer setting forth the reasons such Material Document Defect or
Material Breach is not capable of being cured within the initial 90-day period
and what actions such party is pursuing in connection with the cure thereof,
then the Seller/Depositor Resolution Period shall mean the 180-day period
following the related Mortgage Loan Seller's receipt of a Seller/Depositor
Notification with respect to the Material Document Defect or Material Breach
that gave rise to the particular repurchase obligation; and provided, further,
that, if any such Material Document Defect is still not cured after the 180-day
period following the related Mortgage Loan Seller's receipt of a
Seller/Depositor Notification with respect to the Material Document Defect or
Material Breach that gave rise to the particular repurchase obligation solely
due to the failure of the Depositor (in the case of a Lehman Trust Mortgage
Loan) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage
Loan), as the case may be, to have received a recorded document, then the
Seller/Depositor Resolution Period shall continue for an additional period of
time so long as the Depositor or the UBS Mortgage Loan Seller, as applicable,
certifies to the Special Servicer every six months thereafter that the


                                      -86-


Document Defect is still in effect solely because of its failure to have
received the recorded document and that such party is diligently pursuing the
cure of such defect.

     "Senior Certificate" shall mean any Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class X-CL or Class X-CP Certificate.

     "Senior Class A Certificates" shall mean the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5 and Class A-6 Certificates.

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

     "Serviced Combination Trust Mortgage Loan" shall mean the 222 East 41st
Street Trust Mortgage Loan, the 757 Third Avenue Trust Mortgage Loan, the
Parkersburg Towne Center Trust Mortgage Loan or the Main Street Station Trust
Mortgage Loan, as applicable.

     "Serviced Loan Combination" shall mean the 222 East 41st Street Loan Pair,
the 757 Third Avenue Loan Group, the Parkersburg Towne Center Loan Pair or the
Main Street Station Loan Pair, as applicable.

     "Serviced Loan Combination Change of Control Event" shall mean: (i) with
respect to the 222 East 41st Street Loan Pair, the 222 East 41st Street Change
of Control Event; (ii) with respect to the 757 Third Avenue Loan Group, the 757
Third Avenue Change of Control Event; (iii) with respect to the Parkersburg
Towne Center Loan Pair, the Parkersburg Towne Center Change of Control Event;
and (iv) with respect to the Main Street Station Loan Pair, the Main Street
Station Change of Control Event.

     "Serviced Loan Combination Controlling Party" shall mean: (i) with respect
to the 222 East 41st Street Loan Pair, the 222 East 41st Street Controlling
Party; (ii) with respect to the 757 Third Avenue Loan Group, the 757 Third
Avenue Controlling Party; (iii) with respect to the Parkersburg Towne Center
Loan Pair, the Parkersburg Towne Center Controlling Party; and (iv) with respect
to the Main Street Station Loan Pair, the Main Street Station Controlling Party.

     "Serviced Loan Combination Directing Lender" shall mean: (i) with respect
to the 222 East 41st Street Loan Pair, the 222 East 41st Street Directing
Lender; (ii) with respect to the 757 Third Avenue Loan Group, the 757 Third
Avenue Directing Lender; (iii) with respect to the Parkersburg Towne Center Loan
Pair, the Parkersburg Towne Center Directing Lender; and (iv) with respect to
the Main Street Station Loan Pair, the Main Street Station Directing Lender.

     "Serviced Mortgage Loan" shall mean each Mortgage Loan (including a
Specially Serviced Mortgage Loan), other than any Mortgage Loan that is part of
an Outside Serviced Loan Combination.


                                      -87-


     "Serviced Non-Trust Mortgage Loan" shall mean each Non-Trust Mortgage Loan
that is a Serviced Mortgage Loan. A Non-Trust Mortgage Loan that is part of an
Outside Serviced Loan Combination shall in no event constitute a Serviced
Non-Trust Mortgage Loan hereunder.

     "Serviced Non-Trust Mortgage Loan Noteholder" shall mean each holder of the
Mortgage Note for a Serviced Non-Trust Mortgage Loan. Notwithstanding anything
herein to the contrary, no Meriden Mall Non-Trust Mortgage Loan Noteholder or
Grace Building Non-Trust Mortgage Loan Noteholder shall in any event constitute
a Serviced Non-Trust Mortgage Loan Noteholder hereunder.

     "Serviced Senior Mortgage Loan" shall mean any of the Serviced Combination
Trust Mortgage Loans.

     "Serviced Subordinate Non-Trust Mortgage Loan" shall mean each Subordinate
Non-Trust Mortgage Loan that is a Serviced Non-Trust Mortgage Loan.

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

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

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

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

     "Servicing Advances" shall mean all customary, reasonable and necessary
"out of pocket" costs and expenses (including attorneys' fees and fees and
expenses of real estate brokers) incurred by the Master Servicer, the Special
Servicer, the Fiscal Agent or the Trustee in connection with the servicing and
administration of a Serviced Mortgage Loan, if a default is imminent thereunder
or a default, delinquency or other unanticipated event has occurred with respect
thereto, or in connection with the administration of any Administered REO
Property, including, but not limited to, the cost of (a) compliance with the
obligations of the Master Servicer, the Special Servicer, the Fiscal Agent or
the Trustee, if any, set forth in Section 3.03(c), (b) the preservation,
insurance, restoration, protection and management of a Mortgaged Property, (c)
obtaining any Insurance Proceeds, Condemnation Proceeds or


                                      -88-

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

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

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

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

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

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

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


                                      -89-

and acting in accordance with applicable law, the terms of this Agreement and
the terms of the respective Serviced Mortgage Loans and any applicable
co-lender, intercreditor and/or similar agreements; (ii) with a view to: (A) the
timely recovery of all payments of principal and interest, including Balloon
Payments, under the Serviced Mortgage Loans or, in the case of any such Serviced
Mortgage Loan that is (1) a Specially Serviced Mortgage Loan or (2) a Serviced
Mortgage Loan as to which the related Mortgaged Property has become an REO
Property, the maximization of recovery on the subject Serviced Mortgage Loan to
the Certificateholders (as a collective whole) (or, if a Serviced Loan
Combination is involved, the maximization of recovery on such Loan Combination
to the Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s) (as a collective whole)) of principal and interest, including
Balloon Payments, on a present value basis (the relevant discounting of
anticipated collections that will be distributable to the Certificateholders
(or, if a Serviced Loan Combination is involved, to the Certificateholders and
the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective
whole)) to be performed at the related Mortgage Rate (or, in the case of a
Serviced Loan Combination, at the weighted average of the respective Mortgage
Rates for the Mortgage Loans that comprise such Loan Combination); and (iii)
without regard to (A) any relationship, including as lender on any other debt
(including mezzanine debt or a Non-Trust Mortgage Loan), that the Master
Servicer or the Special Servicer, as the case may be, or any Affiliate thereof,
may have with any of the related Mortgagors, or any Affiliate thereof, or any
other party to this Agreement, (B) the ownership of any Certificate by the
Master Servicer or the Special Servicer, as the case may be, or any Affiliate
thereof, (C) the obligation of the Master Servicer or the Special Servicer, as
the case may be, to make Advances, (D) the right of the Master Servicer or the
Special Servicer, as the case may be, or any Affiliate thereof, to receive
compensation or reimbursement of costs hereunder generally or with respect to
any particular transaction, and (E) the ownership, servicing or management for
others of any other mortgage loan or real property not subject to this Agreement
by the Master Servicer or the Special Servicer, as the case may be, or any
Affiliate thereof.

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

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

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


                                      -90-


company member thereof, as applicable, which shall itself be a "single purpose
entity" (having as its sole asset its interest in the Single Purpose Entity)
with an independent director.

     "Special Servicer" shall mean, subject to Section 7.01(d) (insofar as such
section contemplates multiple parties acting as Special Servicer), Lennar, in
its capacity as special servicer hereunder, or any successor special servicer
appointed as herein provided.

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

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

     "Special Servicing Fee Rate" shall mean, with respect to each Specially
Serviced Mortgage Loan and each REO Mortgage Loan that relates to an
Administered REO Property, 0.35% per annum (provided that there shall be a
minimum Special Servicing Fee with respect to each Specially Serviced Mortgage
Loan, each REO Mortgage Loan that relates to an Administered REO Property and
each entire Serviced Loan Combination in the event they constitute Specially
Serviced Mortgage Loans or REO Mortgage Loans, as set forth in Section 3.11(c)).

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

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

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

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

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

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

provided that whenever the term "Specially Designated Mortgage Loan Documents"
is used to refer to documents actually received by the Trustee or by a Custodian
on its behalf, such term, with respect to any receipt or certification by the
Trustee or a Custodian on its behalf for documents described in clauses (iv) and
(v) of this definition, shall be deemed to include such documents only to the
extent the Trustee or a Custodian on its behalf has actual knowledge of their
existence; and provided, further, that the only Specially Designated Mortgage
Loan Document with respect to each of the Outside Serviced Trust Mortgage Loans
shall be the document described in clause (i) of this definition.


                                      -91-


     "Specially Designated Servicing Action" means:

     (a) with respect to the 222 East 41st Street Loan Pair, a 222 East 41st
  Street Specially Designated Servicing Action;

     (b) with respect to the 757 Third Avenue Loan Group, a 757 Third Avenue
  Specially Designated Servicing Action;

     (c) with respect to the Parkersburg Towne Center Loan Pair, a Parkersburg
  Towne Center Specially Designated Servicing Action;

     (d) with respect to the Main Street Station Loan Pair, a Main Street
  Station Specially Designated Servicing Action; and

     (e) with respect to each other Serviced Mortgage Loan and Administered REO
  Property, any of the following actions--

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

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

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

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

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

         (vi) any release of collateral for a Specially Serviced Mortgage Loan
  (other than in accordance with the terms of, or upon satisfaction of, such
  Mortgage Loan),

         (vii) any acceptance of substitute or additional collateral for a
  Specially Serviced Mortgage Loan (other than in accordance with the terms of
  such Mortgage Loan),

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

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


                                      -92-


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

     (a) the related Mortgagor (or any related guarantor) has failed to make
  when due any Monthly Payment (including a Balloon Payment), which failure
  continues, or which failure the Master Servicer or (with the consent of the
  Controlling Class Representative) the Special Servicer determines, in each
  case in accordance with the Servicing Standard, will continue, unremedied
  (without regard to any grace period) by the related Mortgagor, any related
  guarantor or otherwise (including, in the case of a Serviced Combination Trust
  Mortgage Loan, by a related Serviced Non-Trust Mortgage Loan Noteholder
  exercising any cure rights under the related Co-Lender Agreement) (i) except
  in the case of a Balloon Mortgage Loan delinquent in respect of its Balloon
  Payment, for 60 days beyond the date on which the subject payment was due, or
  (ii) solely in the case of a delinquent Balloon Payment, (A) for one (1)
  Business Day beyond the date on which the subject Balloon Payment was due
  (unless clause (B) below applies) or (B) in the case of a Balloon Mortgage
  Loan as to which the related Mortgagor shall have delivered a refinancing
  commitment acceptable to the Special Servicer prior to the date on which the
  subject Balloon Payment was due, for 30 days beyond the date on which the
  subject Balloon Payment was due (or for such shorter period ending on the date
  on which it is determined that the refinancing could not reasonably be
  expected to occur); or

     (b) there shall have occurred a default (other than as described in clause
  (a) above and other than an Acceptable Insurance Default) that (i) materially
  impairs the value of the related Mortgaged Property as security for such
  Serviced Mortgage Loan or otherwise materially adversely affects the interests
  of Certificateholders (or, in the case of a Serviced Non-Trust Mortgage Loan,
  the interests of the related Serviced Non-Trust Mortgage Loan Noteholder) (it
  being acknowledged and agreed that any default requiring a Servicing Advance
  shall be deemed to materially and adversely affect the interests of
  Certificateholders or, in the case of a Serviced Non-Trust Mortgage Loan, the
  interests of the related Serviced Non-Trust Mortgage Loan Noteholder), and
  (ii) continues unremedied by the related Mortgagor, any related guarantor or
  otherwise (including, in the case of a Serviced Combination Trust Mortgage
  Loan, by a related Serviced Non-Trust Mortgage Loan Noteholder exercising any
  cure rights under the related Co-Lender Agreement) for either (A) one Business
  Day (but only if, pursuant to the related loan documents, the subject default
  gives rise to immediate acceleration without application of a cure period
  under such Serviced Mortgage Loan) or (B) otherwise, the greater of (1) the
  applicable grace period under the terms of such Serviced Mortgage Loan and (2)
  30 days; or

     (c) the Master Servicer or, with the consent of the Controlling Class
  Representative, the Special Servicer shall have determined, in accordance with
  the Servicing Standard, that (i) a default in the making of a Monthly Payment
  on such Serviced Mortgage Loan, including a Balloon Payment, is likely to
  occur and is likely to remain unremedied (without regard to any grace period)
  by the related Mortgagor, any related guarantor or otherwise (including, in
  the case of a Serviced Combination Trust Mortgage Loan, by a related Serviced
  Non-Trust Mortgage Loan Noteholder exercising any cure rights under the
  related Co-Lender Agreement) for at least the applicable period contemplated
  by clause (a) of this definition or (ii) a default (other than as described in
  clause (a) above and other than an Acceptable Insurance Default) is likely to
  occur that will materially impair the value of the related Mortgaged Property
  as security for such Serviced Mortgage Loan or otherwise materially adversely
  affect the interests of


                                      -93-


  Certificateholders (or, in the case of a Serviced Non-Trust Mortgage Loan,
  the related Serviced Non-Trust Mortgage Loan Noteholder) and such default is
  likely to remain unremedied for at least the applicable period contemplated by
  clause (b) of this definition; or

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

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

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

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

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

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

     (x)       with respect to the circumstances described in clause (b) of this
               definition, the default is cured in the good faith, reasonable
               judgment of the Special Servicer;

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


                                      -94-


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

     The Special Servicer may conclusively rely on the Master Servicer's
determination as to whether a Servicing Transfer Event has occurred giving rise
to a Serviced Mortgage Loan's becoming a Specially Serviced Mortgage Loan. If
any Mortgage Loan that is part of a Serviced Loan Combination becomes a
Specially Serviced Mortgage Loan, then the other Mortgage Loan or each of the
other Mortgage Loans, as the case may be, in such Loan Combination shall also
become a Specially Serviced Mortgage Loan; provided that if a Serviced Non-Trust
Mortgage Loan Noteholder prevents the occurrence of a Servicing Transfer Event
with respect to the related Serviced Combination Trust Mortgage Loan through the
exercise of any cure rights granted under the related Co-Lender Agreement with
respect to such Serviced Combination Trust Mortgage Loan, then the existence of
such Servicing Transfer Event with respect to the related Serviced Non-Trust
Mortgage Loan (because any such cure rights do not include the cure of defaults
under the related Serviced Non-Trust Mortgage Loan) will not, in and of itself,
result in any Serviced Mortgage Loan that is part of the subject Serviced Loan
Combination becoming a Specially Serviced Mortgage Loan unless a separate
Servicing Transfer Event has occurred with respect thereto.

     None of the Mortgage Loans comprising an Outside Serviced Loan Combination
shall constitute a Specially Serviced Mortgage Loan hereunder.

     "Specially Serviced Trust Mortgage Loan" shall mean, subject to Section
3.18(k), any Trust Mortgage Loan that is a Specially Serviced Mortgage Loan.

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

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

     "Stated Principal Balance" shall mean: (a) with respect to any Trust
Mortgage Loan (and any successor REO Trust Mortgage Loan with respect thereto),
the Cut-off Date Balance of such Trust Mortgage Loan, as permanently reduced on
each Distribution Date (to not less than zero) by (i) that portion, if any, of
the Principal Distribution Amount for such Distribution Date allocable to such
Trust Mortgage Loan (or any such successor REO Trust Mortgage Loan with respect
thereto), without giving effect to any adjustments pursuant to Section 1.03 in
connection with the calculation of the Adjusted Principal Distribution Amount,
and (ii) the principal portion of any Realized Loss incurred in respect of such
Trust Mortgage Loan (or any such successor REO Trust Mortgage Loan with respect
thereto) during the applicable related Collection Period (or, in the case of a
forgiveness of principal, a Permitted Purchase under the related Outside
Servicing Agreement and/or the related Co-Lender Agreement for less than the
related Purchase Price or a Final Recovery Determination with respect to an
Outside


                                      -95-


Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto, during the related Underlying Collection Period) (provided
that, if some or all of the principal portion of such Realized Loss constitutes
an Advance that previously reduced the Stated Principal Balance of such Trust
Mortgage Loan by operation of clause (i) above, then the amount of that Advance
included in the principal portion of such Realized Loss shall not further reduce
the Stated Principal Balance of such Trust Mortgage Loan under this clause
(ii)); and (b) with respect to any Serviced Non-Trust Mortgage Loan (and any
successor REO Mortgage Loan with respect thereto), the Cut-off Date Balance of
such Non-Trust Mortgage Loan, as permanently reduced on each related Master
Servicer Remittance Date (to not less than zero) by (i) any principal amounts in
respect of such Non-Trust Mortgage Loan (or any such successor REO Mortgage Loan
with respect thereto) distributed to the related Non-Trust Mortgage Loan
Noteholder on such Master Servicer Remittance Date, and (ii) the principal
portion of any Realized Loss incurred in respect of such Non-Trust Mortgage Loan
(or any such successor REO Mortgage Loan with respect thereto) in connection
with a Liquidation Event or the forgiveness of principal during the related
Collection Period. Notwithstanding the foregoing, if a Liquidation Event occurs
in respect of any Mortgage Loan or any related REO Property, then the "Stated
Principal Balance" of such Mortgage Loan or of any successor REO Mortgage Loan
with respect thereto, as the case may be, shall be zero commencing as of the
Distribution Date (or, in the case of a Serviced Non-Trust Mortgage Loan or any
successor REO Mortgage Loan with respect thereto, the related Master Servicer
Remittance Date) in the applicable Collection Period next following the
applicable Collection Period in which such Liquidation Event occurred; provided
that, in the case of an Outside Serviced Trust Mortgage Loan or any successor
REO Trust Mortgage Loan with respect thereto, if the subject Liquidation Event
is a Final Recovery Determination made by the applicable Outside Servicer with
respect to, or a Permitted Purchase under the related Outside Servicing
Agreement and/or the related Co-Lender Agreement of, such Trust Mortgage Loan or
REO Trust Mortgage Loan, as the case may be, then references to "Collection
Period" in this sentence shall be deemed to mean the related Underlying
Collection Period. "Stated Principal Balance" shall mean, with respect to each
757 Third Avenue Loan Component, the portion of the Stated Principal Balance of
the 757 Third Avenue Trust Mortgage Loan or any 757 Third Avenue REO Trust
Mortgage Loan that is allocable to such Loan Component. "Stated Principal
Balance" shall mean, with respect to each Meriden Mall Loan Component, the
portion of the Stated Principal Balance of the Meriden Mall Trust Mortgage Loan
or any Meriden Mall REO Trust Mortgage Loan that is allocable to such Loan
Component.

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

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

     "Subordinate Non-Trust Mortgage Loan" shall mean each Non-Trust Mortgage
Loan (other than the Meriden Mall Non-Trust Mortgage Loan and the Pari Passu
Non-Trust Mortgage Loans).

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


                                      -96-


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

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

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

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

     "Supplemental Report" shall mean have the meaning assigned thereto in
Section 3.12(c).

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

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

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

     "Total Principal Reinstatement Amount" shall mean, with respect to any
Distribution Date, an amount (to be calculated by the Trustee immediately
following, and after taking into account, all distributions to be made with
respect to the Certificates on such Distribution Date) equal to the lesser of:
(1) the amount, if any, by which (a) the aggregate Stated Principal Balance of
the Mortgage Pool that will be outstanding immediately following the subject
Distribution Date, exceeds (b) the aggregate of the Class Principal Balances of
all the Classes of Principal Balance Certificates (after taking into account the
distributions made with respect to the Certificates on the subject Distribution
Date, but prior to any adjustments to the Class Principal Balances of the
respective Classes of Principal Balance Certificates pursuant to Section 4.04 or
Section 4.05); and (2) the amount, if any, by which (a) the aggregate Loss
Reimbursement Amount in respect of all the Classes of Principal Balance
Certificates for the subject Distribution Date, exceeds (b) the total portion of
such aggregate Loss Reimbursement Amount reimbursed in respect of all of the
Classes of Principal Balance Certificates for the subject Distribution Date, if
any, pursuant to Section 4.01(a) and/or Section 4.01(b).


                                      -97-


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

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

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

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

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

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

     "Trust Determination Date" shall mean the 11th calendar day of each month
(or, if such 11th day is not a Business Day, the Business Day immediately
following), commencing in December 2004.

     "Trust Fund" shall mean, collectively, all of the assets of the REMIC
Pools, the Grantor Trust and the Loss of Value Reserve Fund.

     "Trust Master Servicer Remittance Date" shall mean the date each month,
commencing in December 2004, on which, among other things, the Master Servicer
is required to (i) make P&I Advances and (ii) transfer the Master Servicer
Remittance Amount and any Excess Liquidation Proceeds to the Trustee, which date
shall be the Business Day immediately preceding each Distribution Date.

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

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

     (i)       the Mortgage Loan number;


                                      -98-


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

     (iii)     the Cut-off Date Balance;

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

     (v)       the original Mortgage Rate;

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

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

     (viii)    the Interest Accrual Basis;

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

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

     (xi)      the related Mortgage Loan Seller;

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

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

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

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

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

     "Trustee Backup Certification" shall have the meaning assigned thereto in
Section 8.15(g).

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

     "Trustee Fee Rate" shall mean 0.0014% per annum.

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

     "UBS/Depositor Mortgage Loan Purchase Agreement" shall mean that certain
Mortgage Loan Purchase Agreement dated as of November 23, 2004, between the UBS
Mortgage Loan Seller and the Depositor.


                                      -99-


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

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

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

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

     "Uncertificated Accrued Interest" shall mean the interest accrued from time
to time with respect to any REMIC I Regular Interest or REMIC II Regular
Interest, the amount of which interest shall equal: (a) in the case of any REMIC
I Regular Interest for any Interest Accrual Period, one-twelfth of the product
of (i) the annual REMIC I Remittance Rate applicable to such REMIC I Regular
Interest for such Interest Accrual Period, multiplied by (ii) the Uncertificated
Principal Balance of such REMIC I Regular Interest outstanding immediately prior
to the related Distribution Date; and (b) in the case of any REMIC II Regular
Interest for any Interest Accrual Period, one-twelfth of the product of (i) the
annual REMIC II Remittance Rate applicable to such REMIC II Regular Interest for
such Interest Accrual Period, multiplied by (ii) the Uncertificated Principal
Balance of such REMIC II Regular Interest outstanding immediately prior to the
related Distribution Date. Each REMIC I Regular Interest and REMIC II Regular
Interest shall accrue interest on a 30/360 Basis.

     "Uncertificated Distributable Interest" shall mean: (a) with respect to any
REMIC I Regular Interest for any Distribution Date, an amount of interest equal
to the amount of Uncertificated Accrued Interest in respect of the subject REMIC
I Regular Interest for the related Interest Accrual Period, reduced (to not less
than zero) by the product of (i) any Net Aggregate Prepayment Interest Shortfall
for such Distribution Date, multiplied by (ii) a fraction, the numerator of
which is the amount of Uncertificated Accrued Interest in respect of the subject
REMIC I Regular Interest for the related Interest Accrual Period, and the
denominator of which is the aggregate amount of Uncertificated Accrued Interest
in respect of all the REMIC I Regular Interests for the related Interest Accrual
Period; and (b) with respect to any REMIC II Regular Interest for any
Distribution Date, subject to Section 4.05(d), an amount of interest equal to
the amount of Uncertificated Accrued Interest in respect of the subject REMIC II
Regular Interest for the related Interest Accrual Period, reduced (to not less
than zero) by the product of (i) any Net Aggregate Prepayment Interest Shortfall
for such Distribution Date, multiplied by (ii) a fraction, the numerator of
which is the amount of Uncertificated Accrued Interest in respect of the subject
REMIC II Regular Interest for the related Interest Accrual Period, and the
denominator of which is the aggregate amount of Uncertificated Accrued Interest
in respect of all the REMIC II Regular Interests for the related Interest
Accrual Period.

     "Uncertificated Principal Balance" shall mean the principal balance of any
REMIC I Regular Interest or REMIC II Regular Interest outstanding as of any date
of determination. As of the Closing Date: (a) the Uncertificated Principal
Balance of REMIC I Regular Interest MM-1 shall equal $2,200,000; (b) the
Uncertificated Principal Balance of REMIC I Regular Interest MM-2 shall equal
$6,300,000; (c) the Uncertificated Principal Balance of REMIC I Regular Interest
MM-3 shall equal $9,701,882; (d) the Uncertificated Principal Balance of REMIC I
Regular Interest 757-1 shall equal $35,000,000; (e) the Uncertificated Principal
Balance of REMIC I Regular Interest 757-2 shall equal


                                     -100-


$35,000,000; and (f) the Uncertificated Principal Balance of each other REMIC I
Regular Interest shall equal the Cut-off Date Balance of the corresponding Trust
Mortgage Loan. Furthermore, as of the Closing Date, the Uncertificated Principal
Balance of each REMIC II Regular Interest shall equal the amount set forth in
the Preliminary Statement hereto as its initial Uncertificated Principal
Balance. On each Distribution Date, the Uncertificated Principal Balance of each
REMIC II Regular Interest shall be reduced by all distributions of principal
deemed to have been made thereon on such Distribution Date pursuant to Section
4.01(j), and shall be further reduced (subject to Section 4.05) on such
Distribution Date by all Realized Losses and Additional Trust Fund Expenses
deemed to have been allocated thereto on such Distribution Date pursuant to
Section 4.04(b). On each Distribution Date, the Uncertificated Principal Balance
of each REMIC I Regular Interest shall be reduced by all distributions of
principal deemed to have been made in respect of such REMIC I Regular Interest
on such Distribution Date pursuant to Section 4.01(k), and shall be further
reduced on such Distribution Date by all Realized Losses and Additional Trust
Fund Expenses deemed to have been allocated thereto on such Distribution Date
pursuant to Section 4.04(c). Notwithstanding the foregoing, on any given
Distribution Date, the Uncertificated Principal Balance of any REMIC II Regular
Interest shall be subject to increase (and, when appropriate, shall be
increased), as and to the extent provided in Section 4.05(c).

     "Underlying Collection Period" shall mean the Meriden Mall Underlying
Collection Period or the Grace Building Underlying Collection Period, as
applicable.

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

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

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

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

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


                                     -101-


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

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

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

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

     "Yield Maintenance Treasury Rate" shall mean, for purposes of calculating a
Discount Rate, the yield calculated by the Master Servicer by linear
interpolation of the yields, as such yields are reported in Federal Reserve
Statistical Release H.15-Selected Interest Rates (519), under the heading U.S.
Government Securities/Treasury Constant Maturities, with respect to the maturity
dates set forth


                                     -102-


thereunder, one longer and one shorter, most nearly approximating the maturity
date (or, in the case of an ARD Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto, the Anticipated Repayment Date) of the
relevant prepaid Trust Mortgage Loan or REO Trust Mortgage Loan. If Federal
Reserve Statistical Release H.15 is no longer published or does not indicate the
information set forth above, then the Master Servicer shall select a comparable
publication or source for the purposes of determining the Yield Maintenance
Treasury Rate.

     "YM Principal Balance Certificates" shall mean, collectively, the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K
Certificates.

     SECTION 1.02. General Interpretive Principles.

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

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

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

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

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

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

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

         (vii) references to "Current Report on Form 8-K" and "Annual Report on
  Form 10-K" shall be deemed to include any successor or equivalent forms
  adopted by the Commission.


                                     -103-


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

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

         first, out of any amounts then on deposit in the Pool Custodial Account
  that represent payments or other collections of principal Received by the
  Trust with respect to the Mortgage Pool, and which amounts, but for their
  application to reimburse such Nonrecoverable Advance (and/or to pay interest
  thereon), would be included in the Available Distribution Amount for the
  related Distribution Date;

         second, out of any amounts then on deposit in the Pool Custodial
  Account that represent any other payments and/or collections Received by the
  Trust with respect to the Mortgage Pool, and which amounts, but for their
  application to reimburse such Nonrecoverable Advance (and/or to pay interest
  thereon), would be included in the Available Distribution Amount for the
  related Distribution Date; and

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

     (b) If and to the extent that any payment or other collection of principal
of any Trust Mortgage Loan or REO Trust Mortgage Loan is deemed to be applied in
accordance with clause first of Section 1.03(a) to reimburse a Nonrecoverable
Advance or to pay interest thereon, and further if and to the extent that such
payment or other collection of principal constitutes part of the Principal
Distribution Amount for any Distribution Date, then: (i) the Adjusted Principal
Distribution Amount for such Distribution Date shall exclude such payment or
other collection of principal; and (ii) for purposes of calculating the Adjusted
Principal Distribution Amount for such Distribution Date, the amount of such
payment or other collection of principal shall be subtracted from the Principal
Distribution Amount for such Distribution Date.

     (c) If and to the extent that (1) any Advance is determined to be a
Nonrecoverable Advance, (2) such Advance is reimbursed or interest thereon is
paid out of general principal collections on the Mortgage Pool as contemplated
by Section 1.03(a) above and (3) the particular item for which such Advance was
originally made or such interest on such Advance, as the case may be, is
subsequently Received by the Trust (in whole or in part) out of payments or
other collections in respect of the related Trust Mortgage Loan or REO Trust
Mortgage Loan (such item or such interest on such Advance, as the case may be,
if and to the extent so collected, a "Recovered Amount"), then: (i) without
duplication of any amounts already included therein, the Adjusted Principal
Distribution Amount for the Distribution Date that


                                     -104-


corresponds to the related Collection Period in which such item or such interest
on such Advance, as the case may be, was Received by the Trust shall include
such Recovered Amount; (ii) for purposes of calculating the Adjusted Principal
Distribution Amount for the Distribution Date that corresponds to the related
Collection Period in which such item was Received by the Trust, such Recovered
Amount (to the extent not already included therein) shall be added to the
Principal Distribution Amount for such Distribution Date; and (iii) such Advance
or such interest thereon, as the case may be, to the extent of such Recovered
Amount, will no longer be considered to have been reimbursed or paid, as the
case may be, out of general principal collections on the Mortgage Pool. In
addition, if and to the extent that any Advance is determined to be a
Nonrecoverable Advance, interest on such Advance is paid out of general
principal collections on the Mortgage Pool as contemplated by Section 1.03(a)
above and such interest on such Advance is subsequently reimbursed to the Trust
out of Default Charges or Loss of Value Payments collected on the Trust Mortgage
Loan or REO Trust Mortgage Loan as to which such Advance was made, then: (i) the
Adjusted Principal Distribution Amount for the Distribution Date that
corresponds to the related Collection Period in which such Default Charges were
Received by the Trust or such Loss of Value Payments were so applied shall
include the portion of such Default Charges or Loss of Value Payments that was
applied to reimburse the Trust for such interest on such Advance; (ii) for
purposes of calculating the Adjusted Principal Distribution Amount for the
Distribution Date that corresponds to the related Collection Period in which
such Default Charges were Received by the Trust or such Loss of Value Payments
were so applied, an amount equal to the portion of such Default Charges or Loss
of Value Payments that was applied to reimburse the Trust for such interest on
such Advance shall be added to the Principal Distribution Amount for such
Distribution Date; and (iii) such interest on such Advance, to the extent of
such Recovered Amount, will no longer be considered to have been paid out of
general principal collections on the Mortgage Pool.

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


                                     -105-


                                   ARTICLE II


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


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

     (a) It is the intention of the parties hereto that a common law trust be
established pursuant to this Agreement and that such trust be designated as
"LB-UBS Commercial Mortgage Trust 2004-C8". LaSalle is hereby appointed, and
does hereby agree, to act as Trustee hereunder and, in such capacity, to hold
the Trust Fund in trust for the exclusive use and benefit of all present and
future Certificateholders.

     The Depositor, concurrently with the execution and delivery hereof, does
hereby assign, sell, transfer, set over and otherwise convey to the Trustee in
trust, without recourse, for the benefit of the Certificateholders, all the
right, title and interest of the Depositor in, to and under (i) the Trust
Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, (iii)
the respective Co-Lender Agreements; and (iv) all other assets included or to be
included in the Trust Fund. Such assignment includes all interest and principal
received or receivable on or with respect to the Trust Mortgage Loans and due
after the Cut-off Date and, in the case of each Trust Mortgage Loan that is part
of a Loan Combination, is subject to the provisions of the related Co-Lender
Agreement. With respect to each Trust Mortgage Loan that is part of a Loan
Combination, the Trustee, on behalf of the Trust, assumes the obligations of the
holder of such Trust Mortgage Loan and the related Mortgage Note under, and
agrees to be bound by, the related Co-Lender Agreement.

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

     (b) In connection with the Depositor's assignment pursuant to Section
2.01(a) above, the Depositor shall, in the case of each Lehman Trust Mortgage
Loan, deliver to and deposit with, and the UBS Mortgage Loan Seller has
(pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreed, in the
case of each UBS Trust Mortgage Loan, to deliver to and deposit with, on or
before the Closing Date: (i) the Trustee or a Custodian appointed thereby, the
Mortgage File for such Trust Mortgage Loan, with copies of each Mortgage File to
be delivered by the Trustee to, upon request, the Master Servicer (and at the
expense of the Trustee and not at the expense of the Trust Fund), within 10
Business Days of such request; and (ii) the Master Servicer (or, at the
direction of the Master Servicer, to the appropriate Sub-Servicer), all
unapplied Escrow Payments and Reserve Funds in the possession of the Depositor
or the UBS Mortgage Loan Seller, as the case may be, that relate to such Trust
Mortgage Loan (except in the case of an Outside Serviced Trust Mortgage Loan).
None of the Trustee, any Custodian, the Master Servicer or the Special Servicer
shall be liable for any failure by a Mortgage Loan Seller or the Depositor to
comply with the document delivery requirements of the respective Mortgage Loan
Purchase Agreements and this Section 2.01(b).

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


                                     -106-


     (c) The Depositor hereby represents and warrants that it has retained or
caused to be retained, with respect to each Lehman Trust Mortgage Loan (other
than the Outside Serviced Trust Mortgage Loans), and the UBS Mortgage Loan
Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase Agreement that
it shall retain with respect to each UBS Trust Mortgage Loan, an Independent
Person (each such Person, a "Recording/Filing Agent") for purposes of promptly
(and in any event within 45 days following the later of the Closing Date and the
date on which all necessary recording or filing (as applicable) information is
available to such Recording/Filing Agent) recording or filing, as the case may
be, in the appropriate public office for real property records or UCC Financing
Statements, as appropriate, each related assignment of Mortgage and assignment
of Assignment of Leases in favor of the Trustee referred to in clause (a)(iv) of
the definition of "Mortgage File" and, solely with respect to nursing facilities
and hospitality properties (as identified on Schedule VI hereto), each related
assignment of UCC Financing Statement in favor of the Trustee referred to in
clause (a)(xiv) of the definition of "Mortgage File".

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

     The Depositor shall bear the costs of the recording and filing referred to
in the prior two paragraphs with respect to the Lehman Trust Mortgage Loans
(other than the Outside Serviced Trust Mortgage Loans), and the Depositor
represents and warrants that the UBS/Depositor Mortgage Loan Purchase Agreement
provides that the UBS Mortgage Loan Seller shall bear the costs of the recording
and filing referred to in the prior two paragraphs with respect to the UBS Trust
Mortgage Loans. The Depositor hereby covenants as to each Lehman Trust Mortgage
Loan (other than the Outside Serviced Trust Mortgage Loans), and the UBS
Mortgage Loan Seller has covenanted in the UBS/Depositor Mortgage Loan Purchase
Agreement as to each UBS Trust Mortgage Loan, that it will cause the applicable
Recording/Filing Agent to forward to the Trustee each related assignment of
Mortgage, each related assignment of Assignment of Leases and, solely with
respect to nursing facilities and hospitality properties, each related
assignment of UCC Financing Statement in favor of the Trustee following its
return by the applicable public recording or filing office, as the case may be;
provided that, in those instances where the public recording office retains the
original assignment of Mortgage or assignment of Assignment of Leases, a
certified copy of the recorded original shall be forwarded to the Trustee. Each
assignment referred to in the prior two paragraphs that is recorded by the
Trustee shall reflect that it should be returned by the public recording office
to the Trustee or its agent or to the applicable Recording/Filing Agent,
following recording, and each assignment of UCC Financing Statement referred to
in the prior two paragraphs that is filed by the Trustee shall reflect that the
file copy thereof should be returned to the Trustee or its agent following
filing; provided that, in those instances where the public recording office
retains the original assignment of Mortgage or assignment of Assignment of
Leases, the Trustee shall obtain therefrom a certified copy of the recorded
original. At least every 90 days after the Closing Date (or at additional times
upon the request of the Master Servicer if reasonably necessary for the ongoing
administration and/or servicing of the related Serviced Trust Mortgage Loan by
the Master Servicer) and at the expense of the Depositor (in the case of a
Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a
UBS Trust Mortgage Loan), the Trustee shall


                                     -107-


forward to the Master Servicer a copy of any of the aforementioned assignments
that have been received by the Trustee.

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

     (d) In connection with the Depositor's assignment pursuant to Section
2.01(a) above, the Depositor shall, in the case of each Lehman Trust Mortgage
Loan (other than an Outside Serviced Trust Mortgage Loan), deliver to and
deposit with, and the UBS Mortgage Loan Seller has agreed (pursuant to the
UBS/Depositor Mortgage Loan Purchase Agreement), in the case of each UBS Trust
Mortgage Loan, to deliver to and deposit with, the Master Servicer [(or, at the
direction of the Master Servicer, to and with the applicable Sub-Servicer)],
within 45 days of the Closing Date, the Mortgage Loan Origination Documents that
relate to such Serviced Trust Mortgage Loan; provided that neither the Depositor
nor the UBS Mortgage Loan Seller shall be required to deliver any draft
documents, privileged or other communications or correspondence, credit
underwriting or due diligence analyses or information, credit committee briefs
or memoranda or other internal approval documents or data or internal
worksheets, memoranda, communications or evaluations.

     The Master Servicer shall review the documents with respect to each
Serviced Trust Mortgage Loan delivered by the Depositor or the UBS Mortgage Loan
Seller pursuant to or as contemplated by the immediately preceding paragraph and
provide the Depositor or the UBS Mortgage Loan Seller, as applicable, with a
certificate (the "Master Servicer Certification") within 90 days of the Closing
Date acknowledging its [(or, if the Master Servicer has directed that such
documents be delivered only to the applicable Sub-Servicer, the applicable
Sub-Servicer's)] receipt of such documents actually received; provided that such
review shall be limited to identifying the document received, the Serviced Trust
Mortgage Loan to which it purports to relate, that it appears regular on its
face and that it appears to have been executed (where appropriate).
Notwithstanding anything to the contrary set forth herein, to the extent the
Depositor or the UBS Mortgage Loan Seller, as applicable, has not been notified
in writing of its failure to deliver any document with respect to a Serviced
Trust Mortgage Loan required to be delivered pursuant to or as contemplated by
the immediately preceding paragraph prior to the first anniversary of the date
of the Master Servicer Certification, the Depositor or the UBS Mortgage Loan
Seller, as applicable, shall have no obligation to provide such document.

     In addition, pursuant to the related Mortgage Loan Purchase Agreement, each
Mortgage Loan Seller will be required to deliver, on the Closing Date, to the
Master Servicer for deposit in the Pool Custodial Account the Initial Deposit
relating to each Initial Deposit Mortgage Loan, if any, being sold by such
Mortgage Loan Seller. The Master Servicer shall hold all documents and records
received by it in accordance with this Section 2.01(d) (as well as any funds
received by it pursuant to Section


                                     -108-


2.01(b)) on behalf of the Trustee in trust for the benefit of the
Certificateholders (and, insofar as they also relate to any Serviced Non-Trust
Mortgage Loan, on behalf of and for the benefit of the related Serviced
Non-Trust Mortgage Loan Noteholder).

     (e) In connection with the obligations of the Master Servicer under
Sections 3.01(g) and 3.19(c), with regard to each Serviced Trust Mortgage Loan
that is secured by the interests of the related Mortgagor in a hospitality
property and each Serviced Trust Mortgage Loan that has a related letter of
credit, the Depositor (with respect to each such Serviced Trust Mortgage Loan
that is a Lehman Trust Mortgage Loan) shall, and the UBS Mortgage Loan Seller
(with respect to each such Serviced Trust Mortgage Loan that is a UBS Trust
Mortgage Loan) will be obligated under the UBS/Depositor Mortgage Loan Purchase
Agreement to, deliver to and deposit with the Master Servicer, on or before the
Closing Date, any related franchise agreement and franchise comfort letter and
the original of such letter of credit.

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

     SECTION   2.02. Acceptance of Trust Fund by Trustee.

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

     (b) The Trustee or a Custodian on its behalf shall review the documents
delivered to it or such Custodian with respect to each Mortgage Loan (such
review to be conducted with respect to each document so delivered, prior to the
date that a certification or deemed certification, as applicable, is required to
be delivered in accordance with the following sentence), and the Trustee shall,
or shall cause a Custodian on its behalf to, subject to Sections 2.01, 2.02(c)
and 2.02(d), certify (at the times and in the manner set forth below) to each of
the other parties hereto, each Mortgage Loan Seller and each Underwriter and, in
the case of a Serviced Non-Trust Mortgage Loan, to the related Serviced
Non-Trust


                                     -109-


Mortgage Loan Noteholder(s), that, as to each Mortgage Loan then subject to this
Agreement (except as specifically identified in any exception report annexed to
such certification or delivered with a deemed certification, as applicable): (A)
all documents specified in clauses (a)(i) through (a)(viii) and (a)(xiv)
(without regard to the second parenthetical in such clause (a)(xiv)) of the
definition of "Mortgage File" or, in the case of an Outside Serviced Trust
Mortgage Loan, in clauses (b)(i) through (b)(iii) of the definition of "Mortgage
File", are in its possession or the possession of a Custodian on its behalf; (B)
the recordation/filing contemplated by Section 2.01(c) (except in the case of an
Outside Serviced Trust Mortgage Loan) has been completed (based solely on
receipt by the Trustee or by a Custodian on its behalf of the particular
recorded/filed documents); (C) all documents received by it or any Custodian
with respect to such Mortgage Loan have been reviewed by it or by such Custodian
on its behalf and (1) appear regular on their face (handwritten additions,
changes or corrections shall not constitute irregularities if initialed by the
Mortgagor), (2) appear to have been executed (where appropriate) and (3) purport
to relate to such Mortgage Loan; and (D) based on the examinations referred to
in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing
documents, the information set forth in the Trust Mortgage Loan Schedule with
respect to the items specified in clauses (v) and (vi)(B) of the definition of
"Trust Mortgage Loan Schedule" accurately reflects the information set forth in
the Mortgage File. The certification referred to in the first sentence of this
Section 2.02(b) shall be (i) delivered in writing, substantially in the form of
Exhibit C hereto (with an exception report annexed thereto), on or about (A) the
60th day following the Closing Date and (B) if any exceptions are noted, upon
the earliest to occur of (x) the second anniversary of the Closing Date, (y) the
day on which all material exceptions have been removed and (z) the day on which
the Depositor has repurchased the last affected Trust Mortgage Loan), and (ii)
if any exceptions are noted following the initial certification in clause (A) of
this sentence, delivered in the form of an updated exception report, on or about
the 90th day following the Closing Date and monthly thereafter until the final
certification in clause (B) of this sentence is delivered (and upon delivery of
each such updated exception report the Trustee shall be deemed to have made the
certifications set forth in clauses (A) through (D) of the first sentence of
this Section 2.02(b) as to each Mortgage Loan then subject to this Agreement,
except as specifically identified in such updated exception report). If the
Trustee's obligation to deliver the certifications contemplated in this
subsection terminates because two years have elapsed since the Closing Date, the
Trustee shall (or shall cause a Custodian on its behalf to) deliver a comparable
certification, upon request, to any party hereto, any Serviced Non-Trust
Mortgage Loan Noteholder and/or any Underwriter. (c) None of the Trustee, the
Master Servicer, the Special Servicer or any Custodian is under any duty or
obligation to inspect, review or examine any of the documents, instruments,
certificates or other papers relating to the Mortgage Loans delivered to it to
determine that the same are valid, legal, effective, genuine, binding,
enforceable, sufficient or appropriate for the represented purpose or that they
are other than what they purport to be on their face. Furthermore, none of the
Trustee, the Master Servicer, the Special Servicer or any Custodian shall have
any responsibility for determining whether the text of any assignment or
endorsement is in proper or recordable form, whether the requisite recording of
any document is in accordance with the requirements of any applicable
jurisdiction, or whether a blanket assignment is permitted in any applicable
jurisdiction.

     (d) It is understood that the scope of the Trustee's review of the Mortgage
Files is limited solely to confirming that the documents specified in clauses
(a)(i) through (a)(vii) and (a)(xiv) (or, in the case of an Outside Serviced
Trust Mortgage Loan, clauses (b)(i) through (b)(iii)) of the


                                     -110-


definition of "Mortgage File" have been received and such additional information
as will be necessary for delivering the certifications required by Sections
2.02(a) and (b) above.

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

     (a) If any party hereto (other than the Depositor) discovers or receives
written notice, with respect to any Trust Mortgage Loan, that (i) any document
constituting a part of clauses (a)(i) through (a)(x) (or, in the case of an
Outside Serviced Trust Mortgage Loan, clause (b)(i)) of the definition of
"Mortgage File" has not been executed (if applicable) or is missing (each, a
"Document Defect") or (ii) there exists a breach of any representation or
warranty of the UBS Mortgage Loan Seller made pursuant to Section 3(b) of the
UBS/Depositor Mortgage Loan Purchase Agreement with respect to any UBS Trust
Mortgage Loan (a "Breach") or a breach of any representation or warranty of the
Depositor made pursuant to Section 2.04(b) hereof with respect to any Lehman
Trust Mortgage Loan (also, a "Breach"), then such party shall give prompt
written notice thereof to each Rating Agency, the related Mortgage Loan Seller,
the other parties hereto and the Controlling Class Representative. If the
Depositor (in the case of a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan
Seller (in the case of a UBS Trust Mortgage Loan) receives written notice of a
Document Defect or a Breach and such Document Defect or Breach with respect to
any Trust Mortgage Loan materially and adversely affects the value of such Trust
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.

     Promptly upon becoming aware of any such Material Document Defect or
Material Breach with respect to a UBS Trust Mortgage Loan, the Trustee shall
deliver a Seller/Depositor Notification to the UBS Mortgage Loan Seller, the
Master Servicer and the Special Servicer and shall require the UBS Mortgage Loan
Seller, within the time period and subject to the conditions provided for in the
UBS/Depositor Mortgage Loan Purchase Agreement, except as otherwise contemplated
by Sections 2.03(d) and 2.03(e), to cure such Material Document Defect or
Material Breach, as the case may be, in all material respects, or repurchase the
affected Trust Mortgage Loan or any related REO Property (or, in the case of an
REO Property related to a Loan Combination, the Trust's interest therein) at the
applicable Purchase Price by wire transfer of immediately available funds to the
Pool Custodial Account. Promptly upon becoming aware of any such Material
Document Defect or Material Breach with respect to a Lehman Trust Mortgage Loan,
the Trustee shall deliver a Seller/Depositor Notification to the Depositor, the
Master Servicer and the Special Servicer, and the Depositor shall, subject to
Sections 2.03(d), 2.03(e) and 2.03(f), (A) not later than 90 days after (1) the
Depositor and the Trustee 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 of a Material Document Defect or
Material Breach that affects whether a Lehman Trust Mortgage Loan is or will
continue to be a "qualified mortgage" within the meaning of the REMIC Provisions
(a "Qualified 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) (with respect to a Lehman Trust Mortgage
Loan), and any "Initial Resolution Period", as defined in the UBS/Depositor
Mortgage Loan Purchase Agreement (with respect to a UBS Trust Mortgage Loan), as
applicable, are each referred to herein as the "Initial Resolution Period"), (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


                                     -111-


and directly attributable to pursuing such a claim based on such Material
Document Defect or Material Breach associated therewith) or (ii) if any such
Material Document Defect or Material Breach, as the case may be, cannot be cured
within the Initial Resolution Period, repurchase the affected Lehman Trust
Mortgage Loan or any related REO Property (or, in the case of an REO Property
related to a Loan Combination, the Trust's interest therein) at the applicable
Purchase Price by wire transfer of immediately available funds to the Pool
Custodial Account; provided, however, that if (w) such Material Document Defect
or Material Breach is capable of being cured but not within the Initial
Resolution Period, (x) such Material Document Defect or Material Breach, as the
case may be, does not affect whether any Lehman Trust Mortgage Loan is a
Qualified Mortgage, (y) the Depositor has commenced and is diligently proceeding
with the cure of such Material Document Defect or Material Breach, as the case
may be, within the Initial Resolution Period, and (z) the Depositor shall have
delivered to the Trustee an Officer's Certificate confirming that such Material
Breach or Material Document Defect, as the case may be, is not capable of being
cured within the applicable Initial Resolution Period, setting forth what
actions the Depositor is pursuing in connection with the cure thereof and
stating that the Depositor anticipates that such Material Breach or Material
Document Defect, as the case may be, will be cured within an additional period
not to exceed 90 days beyond the end of the Initial Resolution Period, then the
Depositor shall have an additional 90-day period (such additional 90-day period
(with respect to a Lehman Trust Mortgage Loan), and any "Resolution Extension
Period", as defined in the UBS/Depositor Mortgage Loan Purchase Agreement (with
respect to a UBS Trust Mortgage Loan), as applicable, are each referred to
herein as the "Resolution Extension Period"), to complete such cure or, failing
such, to repurchase the affected Trust Mortgage Loan (or the related Mortgaged
Property); and provided, further, that, if any such Material Document Defect is
still not cured after the Initial Resolution Period and any such Resolution
Extension Period solely due to the failure of the Depositor to have received a
recorded document, then the Depositor shall be entitled to continue to defer its
cure and repurchase obligations in respect of such Material Document Defect so
long as the Depositor certifies to the Trustee every six months thereafter that
the Material Document Defect is still in effect solely because of its failure to
have received the recorded document and that the Depositor is diligently
pursuing the cure of such defect (specifying the actions being taken). The
parties acknowledge that neither delivery of a certification or schedule of
exceptions to the Depositor (in the case of a Lehman Trust Mortgage Loan) or the
UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan) pursuant to
Section 2.02(b) or otherwise nor possession of such certification or schedule by
the Depositor (in the case of a Lehman Trust Mortgage Loan) or the UBS Mortgage
Loan Seller (in the case of a UBS Trust Mortgage Loan) shall, in and of itself,
constitute delivery of notice of any Material Document Defect or Material Breach
or knowledge or awareness by the Depositor or the UBS Mortgage Loan Seller, as
the case may be, of any Material Document Defect or Material Breach.

                  If, during the period of deferral by the Depositor of its cure
and repurchase obligations as contemplated by the last proviso of the
penultimate sentence of the preceding paragraph, or during any comparable
deferral by the UBS Mortgage Loan Seller of its cure and repurchase obligations
as provided in Section 5 of the UBS/Depositor Mortgage Loan Purchase Agreement,
as applicable, the Trust Mortgage Loan that is the subject of the Material
Document Defect either becomes a Specially Serviced Trust Mortgage Loan or
becomes the subject of a proposed or actual assumption of the obligations of the
related Mortgagor under such Trust Mortgage Loan, then (i) any party to this
Agreement that becomes aware of such event shall deliver a Seller/Depositor
Notification to such effect (unless a Seller/Depositor Notification with respect
to such event has already been delivered by another party) to the Master
Servicer, the Special Servicer, the Trustee, the Depositor (in the case of a
Lehman Trust Mortgage Loan) and the UBS Mortgage Loan Seller (in the case of a
UBS Trust Mortgage Loan),


                                     -112-


and (ii) the Trustee, upon becoming aware of such event, shall deliver a
Seller/Depositor Notification to the Master Servicer, the Special Servicer, the
Depositor (in the case of a Lehman Trust Mortgage Loan) and the UBS Mortgage
Loan Seller (in the case of a UBS Trust Mortgage Loan), providing notice of such
event and directing the Depositor or the UBS Mortgage Loan Seller, as
applicable, to cure the subject Material Document Defect within 15 days of
receipt of such Seller/Depositor Notification. If, upon the expiration of such
15-day period, the Depositor or the UBS Mortgage Loan Seller, as applicable, has
failed to cure the subject Material Document Defect, the Master Servicer or the
Special Servicer, as applicable, shall be entitled (but not obligated) to
perform the obligations of the Depositor or the UBS Mortgage Loan Seller, as
applicable, with respect to curing the subject Material Document Defect; and,
upon electing to perform such obligations, the Master Servicer or the Special
Servicer, as applicable, shall promptly deliver a Seller/Depositor Notification
to such effect. In connection with the preceding sentence, the Depositor will,
and the UBS Mortgage Loan Seller will be obligated under the UBS/Depositor
Mortgage Loan Purchase Agreement to, pay all reasonable actual out-of-pocket
costs and expenses in connection with the applicable servicer's effecting such
cure.

     (b) In connection with the events in Section 2.03(a), the Trustee shall
prepare and deliver, in each case promptly upon becoming aware of such event, to
the Master Servicer, the Special Servicer and either the Depositor (with respect
to a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller (with respect
to a UBS Trust Mortgage Loan), as applicable, a Seller/Depositor Notification
identifying and describing the circumstances identified in the definition of
"Seller/Depositor Notification" (unless, in the case of an event described in
clauses (iii), (iv) and/or (vi), as applicable, of the definition of
"Seller/Depositor Notification", a Seller/Depositor Notification with respect to
such event has already been delivered by the Master Servicer or the Special
Servicer). Further, in connection with the events in Section 2.03(a), the Master
Servicer or the Special Servicer, as applicable, shall prepare and deliver, in
each case promptly upon becoming aware of such event, to the other such
servicer, the Trustee and either the Depositor (with respect to a Lehman Trust
Mortgage Loan) or the UBS Mortgage Loan Seller (with respect to a UBS Trust
Mortgage Loan), as applicable, a Seller/Depositor Notification identifying and
describing the circumstances identified in clauses (iii), (iv) and/or (vi), as
applicable, of the definition of "Seller/Depositor Notification" (unless such
notification has already been delivered). A copy of each such Seller/Depositor
Notification shall also be delivered to the Controlling Class Representative
and, in the case of an event described in clauses (v) and/or (vii) of the
definition of "Seller/Depositor Notification", to either internal counsel to the
Depositor (with respect to a Lehman Trust Mortgage Loan) or counsel to the UBS
Mortgage Loan Seller (with respect to a UBS Trust Mortgage Loan), as applicable,
to the extent the Trustee, Master Servicer or Special Servicer, as applicable,
knows the identity of such person.

     (c) If one or more (but not all) of the Trust Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased by the Depositor or the UBS
Mortgage Loan Seller as contemplated by this Section 2.03, then, prior to the
subject repurchase, the Depositor or the UBS Mortgage Loan Seller, as the case
may be, or its designee shall use its reasonable efforts, subject to the terms
of the related Trust Mortgage Loan(s), to prepare and, to the extent necessary
and appropriate, have executed by the related Mortgagor and record, such
documentation as may be necessary to terminate the cross-collateralization
between the Trust Mortgage Loan(s) in such Cross-Collateralized Group that are
to be repurchased, on the one hand, and the remaining Trust Mortgage Loan(s)
therein, on the other hand, such that those two groups of Trust Mortgage Loans
are each secured only by the Mortgaged Properties identified in the Trust
Mortgage Loan Schedule as directly corresponding thereto; provided that no such
termination shall be effected unless and until (i) the Controlling Class


                                     -113-


Representative, if one is then acting, has consented (which consent shall not be
unreasonably withheld and shall be deemed to have been given if no written
objection is received by the Depositor or the UBS Mortgage Loan Seller, as the
case may be, within ten (10) Business Days of the Controlling Class
Representative's receipt of a written request for such consent) and (ii) the
Trustee has received from the Depositor or the UBS Mortgage Loan Seller, as the
case may be, (A) an Opinion of Counsel to the effect that such termination would
not cause an Adverse REMIC Event to occur with respect to any REMIC Pool or an
Adverse Grantor Trust Event to occur with respect to the Grantor Trust and (B)
written confirmation from each Rating Agency that such termination would not
cause an Adverse Rating Event to occur with respect to any Class of
Certificates; and provided, further, that the Depositor, in the case of Lehman
Trust Mortgage Loans, or the UBS Mortgage Loan Seller, in the case of UBS Trust
Mortgage Loans, may, at its option, purchase the entire subject
Cross-Collateralized Group in lieu of effecting a termination of the
cross-collateralization. All costs and expenses incurred by the Trustee or any
Person on its behalf pursuant to this paragraph shall be included in the
calculation of the Purchase Price for the Trust Mortgage Loan(s) to be
repurchased. If the cross-collateralization of any Cross-Collateralized Group is
not or cannot be terminated as contemplated by this paragraph, then, for
purposes of (i) determining the materiality of any Breach or Defect, as the case
may be, and (ii) the application of remedies, such Cross-Collateralized Group
shall be treated as a single Trust Mortgage Loan.

     (d) Notwithstanding the foregoing, if there exists a Breach of that portion
of the representation or warranty on the part of the Depositor set forth in, or
made pursuant to, paragraph (xlviii) of Schedule II hereto, or on the part of
the UBS Mortgage Loan Seller set forth in, or made pursuant to, paragraph
(xlviii) of Exhibit B to the UBS/Depositor Mortgage Loan Purchase Agreement, in
each case specifically relating to whether or not the Mortgage Loan documents or
any particular Mortgage Loan document for any Mortgage Loan requires the related
Mortgagor to bear the reasonable costs and expenses associated with the subject
matter of such representation or warranty, as set forth in such representation
or warranty, then the Master Servicer shall (and the Special Servicer may)
direct the Depositor (in the case of a Lehman Trust Mortgage Loan) or the UBS
Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan) in writing to
wire transfer to the Pool Custodial Account, within 90 days of such party's
receipt of such direction, the amount of any such reasonable costs and expenses
incurred by the Trust that (i) are due from the Mortgagor, (ii) otherwise would
have been required to be paid by the Mortgagor if such representation or
warranty with respect to such costs and expenses had in fact been true, as set
forth in the related representation or warranty, (iii) have not been paid by the
Mortgagor, (iv) are the basis of such Breach and (v) constitute "Covered Costs".
Upon payment of such costs, the Depositor (in the case of a Lehman Trust
Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a UBS Trust
Mortgage Loan) shall be deemed to have cured such Breach in all respects.
Provided that such payment is made, this paragraph describes the sole remedy
available to the Certificateholders and the Trustee on their behalf regarding
any such Breach, regardless of whether it constitutes a Material Breach, and
neither the Depositor (in the case of a Lehman Trust Mortgage Loan) nor the UBS
Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan) shall be
obligated to otherwise cure such Breach or repurchase the affected Trust
Mortgage Loan under any circumstances. Amounts deposited in the Pool Custodial
Account pursuant to this paragraph shall constitute "Liquidation Proceeds" for
all purposes of this Agreement (other than Section 3.11(c)).

     (e) Subject to the penultimate sentence of this paragraph and subject to
Section 2.03(d), if the Depositor determines that a Material Breach (other than
a Material Breach of a representation or warranty on the part of the Depositor
set forth in, or made pursuant to, paragraph (xvii) of Schedule II hereto) or a
Material Document Defect with respect to a Lehman Trust Mortgage Loan is


                                     -114-


not capable of being cured in accordance with Section 2.03(a), or the UBS
Mortgage Loan Seller determines that a Material Breach (other than a Material
Breach of a representation or warranty on the part of the UBS Mortgage Loan
Seller set forth in, or made pursuant to, paragraph (xvii) of Exhibit B to the
UBS/Depositor Mortgage Loan Purchase Agreement) or Material Document Defect with
respect to a UBS Trust Mortgage Loan is not capable of being cured in accordance
with Section 5(a) of the UBS/Depositor Mortgage Loan Purchase Agreement, then in
lieu of repurchasing such Trust Mortgage Loan the Depositor or the UBS Mortgage
Loan Seller, as the case may be, may, at its sole option, pay a cash amount
equal to the loss of value (each such payment, a "Loss of Value Payment") with
respect to such Trust Mortgage Loan, which loss of value is directly attributed
to such Material Breach or Material Document Defect, as the case may be. The
amount of each such Loss of Value Payment shall be determined either (i) by
mutual agreement of the Special Servicer on behalf of the Trust with respect to
the subject Material Breach or Material Document Defect, as the case may be, and
either the Depositor or the UBS Mortgage Loan Seller, as the case may be, or
(ii) by 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 Trust Mortgage Loan, such legal action must also include a
determination of the amount of the loss of value to such Trust Mortgage Loan
directly attributed to such Material Breach or such Material Document Defect, as
the case may be. Provided that such payment is made, this paragraph describes
the sole remedy available to the Certificateholders and the Trustee on their
behalf regarding any such Material Breach or Material Document Defect and
neither the Depositor (in the case of a Lehman Trust Mortgage Loan) nor the UBS
Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan) shall be
obligated to otherwise cure such Material Breach or Material Document Defect or
repurchase the affected Mortgage Loan based on such Material Breach or Material
Document Defect under any circumstances. Notwithstanding the foregoing
provisions of this Section 2.03(e), if 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,
then this Section 2.03(e) shall not apply and the Depositor (in the case of a
Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a
UBS Trust Mortgage Loan) shall be obligated to repurchase the affected Mortgage
Loan at the applicable Purchase Price in accordance with Section 2.03(a).
Furthermore, neither the Depositor nor the UBS Mortgage Loan Seller shall have
the option of delivering Loss of Value Payments in connection with any Material
Breach relating to a Trust Mortgage Loan's failure to be a Qualified Mortgage.
In the event there is a Loss of Value Payment made by the Depositor or the UBS
Mortgage Loan Seller, as the case may be, in accordance with this Section
2.03(e), the amount of such Loss of Value Payment shall be deposited into the
Loss of Value Reserve Fund to be applied in accordance with Section 3.05(e).

     In the event the amount of any Loss of Value Payment is determined by
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 Trust 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, if the Depositor (with
respect to a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller (with
respect to a UBS Trust Mortgage Loan) tenders a loss of value payment in a
specified amount in connection with a Material Breach or Material Document
Defect prior to the institution of legal proceedings and that offer is rejected,
and if an amount equal to or less than the loss of value payment originally
tendered by the Depositor or the UBS Mortgage Loan Seller,


                                     -115-


as the case may be, 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 requestS a loss of
value payment from the Depositor or the UBS Mortgage Loan Seller, as the case
may be, of a specified amount in connection with a Material Breach or Material
Document Defect, as the case may be, and the Depositor or the UBS Mortgage Loan
Seller, as the case may be, refuses to pay that amount, and if an amount equal
to or greater than the loss of value payment originally requested by the Special
Servicer is ultimately determined by 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 Depositor (with respect to a Lehman Trust
Mortgage Loan) or the UBS Mortgage Loan Seller (with respect to a UBS Trust
Mortgage Loan) tenders a loss of value payment in connection with a Material
Breach or Material Document Defect, as the case may be, in a specified amount,
and the Special Servicer rejects such tender and requests a greater loss of
value payment amount, and an amount in between the respective amounts tendered
and requested is ultimately determined by 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 Depositor or the
UBS Mortgage Loan Seller, as the case may be, and the denominator of which is
the excess of the amount requested by the Special Servicer over the amount
tendered by the Depositor or the UBS Mortgage Loan Seller, as the case may be.
Notwithstanding the foregoing, in the event any Loss of Value Payment is
determined by the parties hereto by mutual agreement (and not by 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.

     (f) Notwithstanding the foregoing, if there exists a Material Breach of the
representation or warranty on the part of the Depositor set forth in, or made
pursuant to, paragraph (xvii) of Schedule II hereto or the UBS Mortgage Loan
Seller set forth in, or made pursuant to, paragraph (xvii) of Exhibit B to the
UBS/Depositor Mortgage Loan Purchase Agreement, and the subject Mortgage Loan
becomes a Qualified Mortgage prior to the expiration of the Initial Resolution
Period applicable to a Material Document Defect or Material Breach that affects
whether a Mortgage Loan is a Qualified Mortgage, and without otherwise causing
an Adverse REMIC Event or an Adverse Grantor Trust Event, then such breach will
be cured and the Depositor or the UBS Mortgage Loan Seller, as the case may be,
will not be obligated to repurchase or otherwise remedy such Breach.

     (g) In connection with any purchase or repurchase of a Trust Mortgage Loan
pursuant to or otherwise as contemplated by this Section 2.03, the Trustee, the
Custodian, the Master Servicer and the Special Servicer shall each tender to the
purchasing/repurchasing entity, upon delivery to each of them of a receipt
executed by the purchasing/repurchasing entity, all portions of the Mortgage
File and other documents pertaining to such Trust Mortgage Loan possessed by it,
and each document that constitutes a part of the Mortgage File shall be endorsed
or assigned to the extent necessary or appropriate to the
purchasing/repurchasing entity or its designee in the same manner, but only if
the respective documents have been previously assigned or endorsed to the
Trustee, and pursuant to


                                     -116-


appropriate forms of assignment, substantially similar to the manner and forms
pursuant to which such documents were previously assigned to the Trustee;
provided that such tender by the Trustee or by a Custodian on its behalf shall
be conditioned upon its receipt from the Master Servicer of a Request for
Release accompanied by a certification of a Servicing Officer to the effect that
all amounts received or to be received in connection with such purchase or
repurchase, as the case may be, which are required to be deposited in the Pool
Custodial Account pursuant to Section 3.04(a) have been deposited. The Master
Servicer shall, and is hereby authorized and empowered by the Trustee to,
prepare, execute and deliver in its own name, on behalf of the
Certificateholders and the Trustee or any of them, the endorsements and
assignments contemplated by this Section 2.03(g), and such other instruments as
may be necessary or appropriate to transfer title to an REO Property or any
interest therein in connection with the repurchase of an REO Trust Mortgage Loan
and the Trustee shall execute and deliver any powers of attorney necessary to
permit the Master Servicer to do so; provided, however, that the Trustee shall
not be held liable for any misuse of any such power of attorney by the Master
Servicer.

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

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

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

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

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

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

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


                                     -117-


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

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

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

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

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

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

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

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

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

         (xiv) Immediately prior to the transfer of the UBS Trust Mortgage Loans
  to the Trust pursuant to this Agreement (and assuming that the UBS Mortgage
  Loan Seller transferred to the Depositor good and marketable title to each UBS
  Trust Mortgage Loan, free


                                     -118-


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

     (b) The Depositor hereby makes to the Trustee, for the Trustee's own
benefit and the benefit of the Certificateholders, with respect to each Lehman
Trust Mortgage Loan only, the representations and warranties shown on Schedule
II hereto, as of the Closing Date or such other date specified in the particular
representation and warranty, subject to the exceptions set forth on Schedule III
hereto (the headings set forth in Schedule II hereto with respect to each
representation and warranty being for convenience of reference only and in no
way limiting, expanding or otherwise affecting the scope or subject matter
thereof).

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

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

     SECTION 2.05. Acceptance of Grantor Trust Assets and the Loss of Value
                   Reserve Fund by Trustee; Issuance of the Class V
                   Certificates.

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

     (b) It is the intention of the parties hereto that any Loss of Value
Payments Received by the Trust pursuant to Section 2.03(e), together with the
Loss of Value Reserve Fund, shall collectively constitute an "outside reserve
fund" within the meaning of Treasury regulation section 1.860G-2(h). The
Trustee, by execution and delivery hereof, acknowledges the assignment to it of
the assets consisting of the Loss of Value Reserve Fund, including the amounts
held therein, and declares that it holds and will hold such assets, through the
Special Servicer, in accordance with Section 3.04(e), in trust and for the
benefit of the Certificateholders, as their interests may appear.
Notwithstanding anything herein to the contrary, based on applicable law as of
the date hereof, for all income and


                                     -119-


franchise tax purposes, the Holder or Holders of the Class R-III Certificates
shall be treated and reported as the sole beneficial owner(s) of the Loss of
Value Reserve Fund.

     SECTION 2.06. Execution, Authentication and Delivery of Class R-I
                   Certificates; Creation of REMIC I Regular Interests.

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

     SECTION 2.07. Conveyance of REMIC I Regular Interests; Acceptance of
                   REMIC II by Trustee.

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

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

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

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

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


                                     -120-


     Certificates. The Trustee acknowledges the assignment to it of the REMIC II
Regular Interests and declares that it holds and will hold the same in trust for
the exclusive use and benefit of all present and future Holders of the REMIC III
Certificates.

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

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


                                     -121-


                                  ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND


     SECTION 3.01. Administration of the Mortgage Loans.

     (a) All of the Serviced Mortgage Loans and Administered REO Properties are
to be serviced and administered by the Master Servicer and/or the Special
Servicer hereunder. Each of the Master Servicer and the Special Servicer shall
service and administer the Serviced Mortgage Loans and Administered REO
Properties that it is obligated to service and administer pursuant to this
Agreement on behalf of the Trustee, for the benefit of the Certificateholders
(or, in the case of a Serviced Loan Combination, for the benefit of the
Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), as determined in the good faith and reasonable judgment of the
Master Servicer or the Special Servicer, as the case may be, in accordance with:
(i) any and all applicable laws; (ii) the express terms of this Agreement; (iii)
the express terms of the respective Serviced Mortgage Loans and any and all
related intercreditor, co-lender or similar agreements (including with respect
to performing the duties of the holders of the respective Trust Mortgage Loans
thereunder (to the extent not inconsistent with this Agreement and to the extent
consistent with the Servicing Standard)); and (iv) to the extent consistent with
the foregoing, the Servicing Standard. The Master Servicer or the Special
Servicer, as applicable in accordance with this Agreement, shall service and
administer each Cross-Collateralized Group as a single Serviced Mortgage Loan as
and when necessary and appropriate consistent with the Servicing Standard.
Without limiting the foregoing and subject to Section 3.21, (i) the Master
Servicer shall service and administer all of the Performing Serviced Mortgage
Loans and shall render such services with respect to the Specially Serviced
Mortgage Loans as are specifically provided for herein, and (ii) the Special
Servicer shall service and administer each Specially Serviced Mortgage Loan and
Administered REO Property and shall render such services with respect to the
Performing Serviced Mortgage Loans as are specifically provided for herein. All
references herein to the respective duties of the Master Servicer and the
Special Servicer, and to the areas in which they may exercise discretion, shall
be subject to Section 3.21.

     (b) Subject to Sections 3.01(a), 3.20, 6.11 and 6.12, the Master Servicer
and the Special Servicer shall each have full power and authority, acting alone
(or, to the extent contemplated by Section 3.22 of this Agreement, through
subservicers), to do or cause to be done any and all things in connection with
the servicing and administration contemplated by Section 3.01(a) that it may
deem necessary or desirable. Without limiting the generality of the foregoing,
each of the Master Servicer and the Special Servicer, in its own name, with
respect to each of the Serviced Mortgage Loans it is obligated to service
hereunder, is authorized and empowered by the Trustee and, to the extent
provided in the related Co-Lender Agreement, each related Serviced Non-Trust
Mortgage Loan Noteholder (if any) to execute and deliver, on behalf of the
Certificateholders, the Trustee and such Serviced Non-Trust Mortgage Loan
Noteholder or any of them, (i) any and all financing statements, continuation
statements and other documents or instruments necessary to maintain the lien
created by any Mortgage or other security document in the related Mortgage File
on the related Mortgaged Property and related collateral; (ii) in accordance
with the Servicing Standard and subject to Sections 3.01(a), 3.20, 6.11 and
6.12, any and all modifications, extensions, waivers, amendments or consents to
or with respect to any documents contained in the related Mortgage File; (iii)
any and all instruments of satisfaction or cancellation, or of partial or full
release or discharge or of assignment, and all other comparable instruments; and
(iv) any


                                     -122-


and all instruments that such party may be required to execute on behalf of the
Trustee in connection with the defeasance of a Serviced Mortgage Loan as
contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at
the written request of the Master Servicer or the Special Servicer, promptly
execute any limited powers of attorney and other documents furnished by the
Master Servicer or the Special Servicer that are necessary or appropriate to
enable them to carry out their servicing and administrative duties hereunder;
provided, however, that the Trustee shall not be held liable for any misuse of
any such power of attorney by the Master Servicer or the Special Servicer.
Notwithstanding anything contained herein to the contrary, neither the Master
Servicer nor the Special Servicer shall, without the Trustee's written consent:
(i) initiate any action, suit or proceeding solely under the Trustee's name
without indicating the Master Servicer's or Special Servicer's, as applicable,
representative capacity; or (ii) take any action with the intent to cause, and
that actually causes, the Trustee to be registered to do business in any state.

     (c) The parties hereto acknowledge that each Serviced Loan Combination is
subject to the terms and conditions of the related Co-Lender Agreement. With
respect to each Serviced Loan Combination, the parties hereto further recognize
the respective rights and obligations of the Trust, as holder of the related
Serviced Combination Trust Mortgage Loan, and of the related Serviced Non-Trust
Mortgage Loan Noteholder(s) under the related Co-Lender Agreement, including
with respect to: (i) the allocation of collections on or in respect of such
Serviced Loan Combination, and the making of remittances, to the Trust, as
holder of the related Serviced Combination Trust Mortgage Loan, and to the
related Serviced Non-Trust Mortgage Loan Noteholder(s), in accordance with
Section 4.01 of the related Co-Lender Agreement; (ii) the allocation of expenses
and losses relating to such Serviced Loan Combination to the Trust, as holder of
the related Serviced Combination Trust Mortgage Loan, and to the related
Serviced Non-Trust Mortgage Loan Noteholder(s), in accordance with Section 4.02
of the related Co-Lender Agreement; (iii) the right of one or more related
Serviced Non-Trust Mortgage Loan Noteholders to purchase the related Serviced
Combination Trust Mortgage Loan, in accordance with Section 4.03 of the related
Co-Lender Agreement; and (iv) in the case of the 222 East 41st Street Loan Pair,
the 222 East 41st Street Cure Rights and, in the case of the 757 Third Avenue
Loan Pair, the 757 Third Avenue Cure Rights.

     (d) With respect to any Serviced Loan Combination, in the event that
neither the related Trust Mortgage Loan nor the related REO Property is an asset
of the Trust Fund and, except as contemplated in the second paragraph of this
Section 3.01(d), in accordance with the related Co-Lender Agreement, the
servicing and administration of such Serviced Loan Combination and any related
REO Property are to be governed by a separate servicing agreement and not by
this Agreement, then (either (i) with the consent or at the request of the
holders of each Mortgage Loan comprising such Serviced Loan Combination or (ii)
if expressly provided for in the related Co-Lender Agreement) the Master
Servicer and, if such Serviced Loan Combination is then being specially serviced
hereunder or the related Mortgaged Property has become an REO Property, the
Special Servicer, shall continue to act in such capacities under such separate
servicing agreement; provided that such separate servicing agreement shall be
reasonably acceptable to the Master Servicer and/or the Special Servicer, as the
case may be, and shall contain servicing and administration, limitation of
liability, indemnification and servicing compensation provisions substantially
similar to the corresponding provisions of this Agreement, except for the fact
that such Serviced Loan Combination and the related Mortgaged Property shall be
the sole assets serviced and administered thereunder and the sole source of
funds thereunder.


                                     -123-


     Further, with respect to any Serviced Loan Combination, if at any time
neither the related Trust Mortgage Loan nor any related REO Property is an asset
of the Trust Fund, and if a separate servicing agreement with respect to such
Serviced Loan Combination or any related REO Property, as applicable, has not
been entered into as contemplated by the related Co-Lender Agreement and the
prior paragraph (for whatever reason, including the failure to obtain any rating
agency confirmation required in connection therewith pursuant to the related
Co-Lender Agreement), and notwithstanding that neither the related Trust
Mortgage Loan nor any related REO Property is an asset of the Trust Fund, then,
unless directed otherwise by the then current holders of the Mortgage Notes
comprising such Serviced Loan Combination, the Master Servicer and, if
applicable, the Special Servicer shall continue to service and administer such
Serviced Loan Combination and/or any related REO Property, for the benefit of
the respective holders of such Serviced Loan Combination, under this Agreement
as if such Serviced Loan Combination or any related REO Property were the sole
assets subject hereto, with certain references in this Agreement applicable to
the Trust, the Trustee, the Certificates, the Certificateholders (or any
subgroup thereof) or any representative of any such Certificateholders, all
being construed to refer to such similar terms as are applicable to the then
current holder of the Mortgage Note for the related Serviced Combination Trust
Mortgage Loan.

     (e) The parties hereto acknowledge that the Meriden Mall Loan Pair is
subject to the terms and conditions of the Meriden Mall Co-Lender Agreement. The
parties hereto further recognize the respective rights and obligations of the
Meriden Mall Noteholders under the Meriden Mall Co-Lender Agreement, including
with respect to: (i) the allocation of collections on or in respect of the
Meriden Mall Loan Pair, and the making of remittances, to the Meriden Mall
Noteholders in accordance with the related loan documents and Section 4.01 of
the Meriden Mall Co-Lender Agreement; and (ii) the making of remittances to the
Meriden Mall Noteholders in accordance with Section 4.01 of the Meriden Mall
Co-Lender Agreement. The parties hereto further acknowledge that (i) the Meriden
Mall Loan Pair is to be serviced and administered by the Meriden Mall Servicers
in accordance with the Meriden Mall Servicing Agreement, which term includes any
successor agreement contemplated under the Meriden Mall Co-Lender Agreement,
(ii) the obligations of the Master Servicer with respect to the Meriden Mall
Trust Mortgage Loan are only as expressly set forth in this Agreement, (iii)
none of the Master Servicer, the Special Servicer, the Trustee or the Fiscal
Agent have any obligation to monitor or supervise, or be liable for, the
performance of the Meriden Mall Servicers other than as expressly set forth in
this Agreement, and (iv) none of the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent have any obligation to make Servicing Advances with
respect to the Meriden Mall Loan Pair.

     (f) The parties hereto acknowledge that the Grace Building Loan Group is
subject to the terms and conditions of the Grace Building Co-Lender Agreement.
The parties hereto further recognize the respective rights and obligations of
the Grace Building Noteholders under the Grace Building Co-Lender Agreement,
including with respect to: (i) the allocation of collections on or in respect of
the Grace Building Loan Group, and the making of remittances, to the Grace
Building Noteholders in accordance with Section 4.01 of the Grace Building
Co-Lender Agreement; (ii) the allocation of expenses and losses relating to the
Grace Building Loan Group to the Grace Building Noteholders in accordance with
Section 4.02 of the Grace Building Co-Lender Agreement; (iii) the sharing of
certain expenses in accordance with Section 4.05 of the Grace Building Co-Lender
Agreement; (iv) the right of the designee of the Grace Building Non-Trust
Mortgage Loan Noteholders to purchase the Grace Building Trust Mortgage Loan in
accordance with Section 4.03 of the Grace Building Co-Lender Agreement; and (v)
the right of the designee of the Grace Building Non-Trust


                                     -124-


Mortgage Loan Noteholder to cure certain events of default occurring with
respect to the Grace Building Trust Mortgage Loan in accordance with Article VII
of the Grace Building Co-Lender Agreement. The parties hereto further
acknowledge that (i) the Grace Building Loan Group is to be serviced and
administered by the Grace Building Servicers in accordance with the Grace
Building Servicing Agreement, which term includes any successor agreement
contemplated under the Grace Building Co-Lender Agreement, (ii) the obligations
of the Master Servicer with respect to the Grace Building Trust Mortgage Loan
are only as expressly set forth in this Agreement, (iii) none of the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent have any
obligation to monitor or supervise, or be liable for, the performance of the
Grace Building Servicers other than as expressly set forth in this Agreement,
and (iv) none of the Master Servicer, the Special Servicer, the Trustee or the
Fiscal Agent have any obligation to make Servicing Advances with respect to the
Grace Building Loan Group.

     (g) The Master Servicer shall use efforts consistent with the Servicing
Standard to have prepared, executed (with the cooperation of the Depositor (in
the case of a Lehman Trust Mortgage Loan) and the UBS Mortgage Loan Seller (in
the case of a UBS Trust Mortgage Loan) in obtaining requisite signatures, if
applicable) and delivered by the applicable party (and included in the Servicing
File), not later than the later of (i) 30 days following the Master Servicer's
receipt of the subject franchisor comfort letter, guaranty of payment or letter
of credit and (ii) the expiration of the period that may be required for such
transfer or assignment pursuant to the terms of the applicable franchisor
comfort letter, guaranty of payment or letter of credit, if any, (A) with
respect to any Serviced Mortgage Loan secured by a hospitality property (as
identified on Schedule VI hereto) (and with respect to which a franchise
agreement constitutes part of the related Mortgage File on the Closing Date),
any original transfer or assignment documents necessary to transfer or assign to
the Trustee any rights under the related franchisor comfort letter; and (B) with
respect to any Serviced Mortgage Loan that has a related guaranty or letter of
credit that constitutes part of the related Mortgage File on the Closing Date,
any original transfer or assignment documents necessary to transfer or assign to
the Trustee any rights under the related guaranty of payment or letter of
credit. In the event, with respect to a Serviced Trust Mortgage Loan with a
related letter of credit, it is determined by the Master Servicer that a draw
under such letter of credit has become necessary under the terms thereof prior
to the assignment under clause (B) of the preceding sentence having been
effected, the Master Servicer shall direct (in writing) the Depositor (in the
case of a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the
case of a UBS Trust Mortgage Loan) to make such draw or to cause such draw to be
made on behalf of the Trustee, and, the Depositor will, and the UBS Mortgage
Loan Seller will be obligated under the UBS/Depositor Mortgage Loan Purchase
Agreement to, use its best efforts to cause such draw to be made; provided that
neither the Depositor nor the UBS Mortgage Loan Seller shall have any liability
in connection with the determination to make, or the making of, such draw (other
than to remit the proceeds of such draw to the Master Servicer).

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

     SECTION   3.02. Collection of Mortgage Loan Payments.

(a) Each of the Master Servicer and the Special Servicer shall undertake
reasonable efforts to collect all payments required under the terms and
provisions of the Serviced Mortgage Loans it


                                     -125-


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

     (b) All amounts Received by the Trust with respect to any
Cross-Collateralized Group in the form of payments from Mortgagors, Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds, shall be applied by
the Master Servicer among the Trust Mortgage Loans constituting such
Cross-Collateralized Group in accordance with the express provisions of the
related loan documents and, in the absence of such express provisions or to the
extent that such payments and other collections may be applied at the discretion
of the lender, on a pro rata basis in accordance with the respective amounts
then "due and owing" as to each such Mortgage Loan. Except as otherwise
contemplated by the following paragraphs in this Section 3.02(b), amounts
Received by the Trust in respect of or allocable to any particular Trust
Mortgage Loan (whether or not such Trust Mortgage Loan constitutes part of a
Cross-Collateralized Group) in the form of payments from Mortgagors, Liquidation
Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied to
amounts due and owing under such Trust Mortgage Loan (including for principal
and accrued and unpaid interest) in accordance with the express provisions of
the related Mortgage Note, the related Mortgage and/or any related loan
agreement and, in the absence of such express provisions or to the extent that
such payments and other collections may be applied at the discretion of the
lender, as follows: first, as a recovery of any related unpaid servicing
expenses and unreimbursed Servicing Advances; second, as a recovery of accrued
and unpaid interest on such Trust Mortgage Loan at the related Mortgage Rate
(reduced, in the case of an Outside Serviced Trust Mortgage Loan, by the related
Outside Servicing Fee Rate) to, but not including, the date of receipt (or, in
the case of a full Monthly Payment from any Mortgagor, through the related Due
Date), exclusive, however, in the case of an ARD Trust Mortgage Loan after its
Anticipated Repayment Date, of any such accrued and unpaid interest that
constitutes Additional Interest; third, as a recovery of principal of such Trust
Mortgage Loan then due and owing, including by reason of


                                     -126-


acceleration of such Trust Mortgage Loan following a default thereunder (or, if
a Liquidation Event has occurred in respect of such Trust Mortgage Loan, as a
recovery of principal to the extent of its entire remaining unpaid principal
balance); fourth, unless a Liquidation Event has occurred with respect to such
Trust Mortgage Loan, as a recovery of amounts to be currently applied to the
payment of, or escrowed for the future payment of, real estate taxes,
assessments, insurance premiums (including premiums on any Environmental
Insurance Policy), ground rents (if applicable) and similar items; fifth, unless
a Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a
recovery of Reserve Funds to the extent then required to be held in escrow;
sixth, as a recovery of any Prepayment Consideration then due and owing under
such Trust Mortgage Loan; seventh, as a recovery of any Default Charges then due
and owing under such Trust Mortgage Loan; eighth, as a recovery of any
assumption fees, modification fees and extension fees then due and owing under
such Trust Mortgage Loan; ninth, as a recovery of any other amounts then due and
owing under such Trust Mortgage Loan (other than remaining unpaid principal and,
in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date,
other than Additional Interest); tenth, as a recovery of any remaining principal
of such Trust Mortgage Loan to the extent of its entire remaining unpaid
principal balance; and, eleventh, in the case of an ARD Trust Mortgage Loan
after its Anticipated Repayment Date, as a recovery of accrued and unpaid
Additional Interest on such ARD Trust Mortgage Loan to but not including the
date of receipt; provided that, if one or more Advances previously made in
respect of a Trust Mortgage Loan have been reimbursed out of general collections
of principal on the Mortgage Pool as one or more Nonrecoverable Advances, then
collections in respect of such Trust Mortgage Loan available for application
pursuant to clauses second through eleventh of this sentence shall instead be
applied in the following order--(i) as a recovery of accrued and unpaid interest
on, and principal of, such Trust Mortgage Loan, to the extent of any outstanding
P&I Advances and unpaid Master Servicing Fees in respect of such Trust Mortgage
Loan, (ii) as a recovery of the item(s) for which such previously reimbursed
Nonrecoverable Advance(s) were made (together with, but only if a Liquidation
Event has occurred with respect to such Trust Mortgage Loan, any interest on
such previously reimbursed Nonrecoverable Advance(s) that was also paid out of
general collections of principal on the Mortgage Pool), and (iii) in accordance
with clauses second through eleventh of this sentence (taking into account the
applications pursuant to clauses (i) and (ii) of this proviso).

     Subject to the last paragraph of this Section 3.02(b), all amounts received
with respect to any Serviced Loan Combination shall be applied to amounts due
and owing under the Mortgage Loans comprising such Loan Combination (including
for principal and accrued and unpaid interest) in accordance with the express
provisions of the related Mortgage Notes, the related Mortgage, the related loan
agreement, if any, and the related Co-Lender Agreement.

     Subject to the last paragraph of this Section 3.02(b), all amounts Received
by the Trust with respect to an Outside Serviced Trust Mortgage Loan shall be
allocated among interest, principal and/or prepayment consideration due thereon
in accordance with the terms of any distribution date statement or servicer
report received from the related Outside Servicers with respect to such Outside
Serviced Trust Mortgage Loan and, in the absence of any such statement or
report, in accordance with the related Co-Lender Agreement and, in the absence
of any allocation in the related Co-Lender Agreement, in accordance with the
first paragraph of this Section 3.02(b). Any nonrecoverable payment made by a
Grace Building Servicer to cover interest shortfalls incurred with respect to
the Grace Building Trust Mortgage Loan by reason of a Principal Prepayment or
other early collection of principal being applied to the Grace Building Trust
Mortgage Loan prior to the related Due Date during the


                                     -127-


relevant Grace Building Underlying Collection Period, will be treated for
purposes of this Agreement as if it was a payment of interest by the related
Mortgagor.

     Notwithstanding the foregoing, Loss of Value Payments shall not be applied
in accordance with the foregoing provisions of this Section 3.02(b) unless and
until such amounts are transferred to the Pool Custodial Account, and deemed to
constitute Liquidation Proceeds in respect of a particular Trust Mortgage Loan,
in accordance with Section 3.05(e); and Liquidation Proceeds resulting from any
purchase or repurchase out of the Trust Fund of, or any application of Loss of
Value Payments to, any Trust Mortgage Loan that is part of a Loan Combination
shall be applied in accordance with the provisions of the first paragraph of
this Section 3.02(b).

     Further, in the case of the 222 East 41st Street Loan Pair, any amounts
paid by the 222 East 41st Street Non-Trust Mortgage Loan Noteholder in the
nature of liquidated damages with respect to the 222 East 41st Street Trust
Mortgage Loan, in accordance with Section 6.09(iv) of the 222 East 41st Street
Co-Lender Agreement, shall be promptly deposited into the Loss of Value Reserve
Fund and shall be treated and applied, for all purposes of this Agreement, in
the same manner as a Loss of Value Payment with respect to the 222 East 41st
Street Trust Mortgage Loan would be treated and applied.

     (c) Promptly following the Closing Date, the Trustee shall send written
notice, substantially in the form of Exhibit S hereto, to the Meriden Mall
Master Servicer, stating that, as of the Closing Date, the Trustee is the holder
of the Meriden Mall Trust Mortgage Loan and directing the Meriden Mall Master
Servicer to remit to the Master Servicer all amounts payable to, and to forward,
deliver or otherwise make available, as the case may be, to the Master Servicer
all reports, statements, documents, communications and other information that
are to be forwarded, delivered or otherwise made available to, the holder of the
Meriden Mall Trust Mortgage Loan under the Meriden Mall Co-Lender Agreement and
the Meriden Mall Servicing Agreement. The Master Servicer shall, within one (1)
Business Day of receipt thereof, deposit into the Pool Custodial Account all
amounts received by it from the Meriden Mall Master Servicer or any other party
under the Meriden Mall Servicing Agreement and/or the Meriden Mall Co-Lender
Agreement with respect to the Meriden Mall Trust Mortgage Loan, the Meriden Mall
Mortgaged Property or any Meriden Mall REO Property. In connection with the
foregoing, the Master Servicer shall provide the Meriden Mall Master Servicer
wiring instructions for remittances to the Master Servicer. In the event that,
during any calendar month, the Master Servicer fails to so receive any amounts,
including advances, due to the holder of the Meriden Mall Trust Mortgage Loan
under the Meriden Mall Co-Lender Agreement and the Meriden Mall Servicing
Agreement by the end of the related Collection Period ending in such calendar
month, then the Master Servicer shall promptly (i) notify the Meriden Mall
Master Servicer as well as the Meriden Mall Trustee that such amounts due with
respect to the Meriden Mall Trust Mortgage Loan or any Meriden Mall REO Trust
Mortgage Loan have not been received (specifying the amount of such deficiency),
(ii) make inquiry of the Meriden Mall Master Servicer and the Meriden Mall
Trustee (and, to the extent learned, inform the Trustee) as to the reason that
such amounts have not been timely received, (iii) as and to the extent
appropriate, request that the Meriden Mall Master Servicer promptly remedy such
failure to make a payment or an advance, as the case may be, and (iv) make a P&I
Advance with respect to such amounts as and if required by the terms of this
Agreement in accordance with Section 4.03. Further, in accordance with Section
4.03, in the event the Master Servicer fails to make such P&I Advance with
respect to the Meriden Mall Trust Mortgage Loan or any Meriden Mall REO Trust
Mortgage Loan, then the Trustee or, if it fails to do so, the Fiscal Agent,
shall make such P&I Advance.


                                     -128-


     (d) Promptly following the Closing Date, the Trustee shall send written
notice, substantially in the form of Exhibit S hereto, to the Grace Building
Master Servicer, stating that, as of the Closing Date, the Trustee is the holder
of the Grace Building Trust Mortgage Loan and directing the Grace Building
Master Servicer to remit to the Master Servicer all amounts payable to, and to
forward, deliver or otherwise make available, as the case may be, to the Master
Servicer all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to,
the holder of the Grace Building Trust Mortgage Loan under the Grace Building
Co-Lender Agreement and the Grace Building Servicing Agreement. The Master
Servicer shall, within one (1) Business Day of receipt thereof, deposit into the
Pool Custodial Account all amounts received by it from the Grace Building Master
Servicer or any other party under the Grace Building Servicing Agreement with
respect to the Grace Building Trust Mortgage Loan, the Grace Building Mortgaged
Property or any Grace Building REO Property. In connection with the foregoing,
the Master Servicer shall provide the Grace Building Master Servicer wiring
instructions for remittances to the Master Servicer. In the event that, during
any calendar month, the Master Servicer fails to so receive any amounts due to
the holder of the Grace Building Trust Mortgage Loan under the Grace Building
Co-Lender Agreement and the Grace Building Servicing Agreement by the end of the
related Collection Period ending in such calendar month, then the Master
Servicer shall promptly (i) notify the Grace Building Master Servicer as well as
the Grace Building Trustee that such amounts due with respect to the Grace
Building Trust Mortgage Loan or any Grace Building REO Trust Mortgage Loan have
not been received (specifying the amount of such deficiency), (ii) make inquiry
of the Grace Building Master Servicer and the Grace Building Trustee (and, to
the extent learned, inform the Trustee) as to the reason that such amounts have
not been timely received, (iii) as and to the extent appropriate, request that
the Grace Building Master Servicer promptly remedy such failure to make a
payment, and (iv) make a P&I Advance with respect to such amounts as and if
required by the terms of this Agreement in accordance with Section 4.03.
Further, in accordance with Section 4.03, in the event the Master Servicer fails
to make such P&I Advance with respect to the Grace Building Trust Mortgage Loan
or any Grace Building REO Trust Mortgage Loan, then the Trustee or, if it fails
to do so, the Fiscal Agent, shall make such P&I Advance.

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

     (a) The Master Servicer shall, as to all Serviced Mortgage Loans, establish
and maintain one or more accounts (the "Servicing Accounts"), in which all
related Escrow Payments shall be deposited and retained; provided that, in the
case of a Serviced Loan Combination, if the related Servicing Account includes
funds with respect to any other Serviced Mortgage Loan, then the Master Servicer
shall maintain a separate sub-account of such Servicing Account that relates
solely to such Serviced Loan Combination. Subject to the terms of the related
loan documents, each Servicing Account shall be an Eligible Account. Withdrawals
of amounts so collected from a Servicing Account may be made (in each case, to
the extent of amounts on deposit therein in respect of the related Serviced
Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of
interest or other income earned on such amounts) only for the following
purposes: (i) consistent with the related loan documents, to effect the payment
of real estate taxes, assessments, insurance premiums (including premiums on any
Environmental Insurance Policy), ground rents (if applicable) and comparable
items in respect of the respective Mortgaged Properties; (ii) insofar as the
particular Escrow Payment represents a late payment that was intended to cover
an item described in the immediately preceding clause (i) for which a Servicing
Advance was made, to reimburse the Master Servicer, the Special Servicer, the


                                     -129-


Trustee or the Fiscal Agent, as applicable, for such Servicing Advance; (iii) to
refund to Mortgagors any sums as may be determined to be overages; (iv)
following an event of default under the related Serviced Mortgage Loan, for such
other purposes as are consistent with the related loan documents, applicable law
and the Servicing Standard; (v) to pay interest, if required and as described
below, to Mortgagors on balances in such Servicing Account; (vi) to pay the
Master Servicer interest and investment income on balances in such Servicing
Account as described in Section 3.06, if and to the extent not required by law
or the terms of the related loan documents to be paid to the Mortgagor; or (vii)
to clear and terminate such Servicing Account at the termination of this
Agreement in accordance with Section 9.01. To the extent permitted by law or the
applicable loan documents, funds in the Servicing Accounts may be invested only
in Permitted Investments in accordance with the provisions of Section 3.06. The
Master Servicer shall pay or cause to be paid to the Mortgagors interest, if
any, earned on the investment of funds in the related Servicing Accounts, if
required by law or the terms of the related Serviced Mortgage Loan. If the
Master Servicer shall deposit in a Servicing Account any amount not required to
be deposited therein, it may at any time withdraw such amount from such
Servicing Account, any provision herein to the contrary notwithstanding.

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

     (c) The Master Servicer shall, as to each and every Serviced Mortgage Loan,
make a Servicing Advance with respect to the related Mortgaged Property in an
amount equal to all such funds as are necessary for the purpose of effecting the
payment of (i) real estate taxes, assessments and other similar items, (ii)
ground rents (if applicable), and (iii) premiums on Insurance Policies
(including Environmental Insurance Policies), in each instance if and to the
extent Escrow Payments (if any) collected from the related Mortgagor are
insufficient to pay such item when due and the related Mortgagor (or any related
guarantor or party entitled to exercise cure rights) has failed to pay such item
on a timely basis. All such Servicing Advances shall be reimbursable in the
first instance from related payments by or on behalf of the Mortgagors, and
further as provided in Section 3.05(a) and/or Section 3.05A. No costs incurred
by the Master Servicer in effecting the payment of real estate taxes,
assessments and, if applicable, ground rents on or in respect of the Mortgaged
Properties shall, for purposes of this Agreement, including the Trustee's
calculation of monthly distributions to


                                     -130-


Certificateholders, be added to the unpaid Stated Principal Balances of the
related Serviced Mortgage Loans, notwithstanding that the terms of such Mortgage
Loans so permit. The foregoing shall in no way limit the Master Servicer's
ability to charge and collect from the Mortgagor such costs together with
interest thereon.

     (d) The Master Servicer shall, as to all Serviced Mortgage Loans, establish
and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into
which all related Reserve Funds, if any, shall be deposited and retained;
provided that, in the case of a Serviced Loan Combination, if the related
Reserve Account includes funds with respect to any other Mortgage Loan, then the
Master Servicer shall maintain a separate sub-account of such Reserve Account
that relates solely to such Serviced Loan Combination. Withdrawals of amounts so
deposited may be made (i) for the specific purposes for which the particular
Reserve Funds were delivered, in accordance with the Servicing Standard and the
terms of the related Mortgage Note, Mortgage and any other agreement with the
related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer
interest and investment income earned on amounts in the Reserve Accounts as
described below, and (iii) following an event of default under the related
Serviced Mortgage Loan, for such other purposes as are consistent with the
related loan documents, applicable law and the Servicing Standard. To the extent
permitted in the applicable loan documents, funds in the Reserve Accounts may be
invested in Permitted Investments in accordance with the provisions of Section
3.06. Subject to the related loan documents, all Reserve Accounts shall be
Eligible Accounts. Consistent with the Servicing Standard, the Master Servicer
may waive or extend the date set forth in any agreement governing Reserve Funds
by which any required repairs, capital improvements and/or environmental
remediation at the related Mortgaged Property must be completed; provided that
any waiver, any extension for more than 120 days and any subsequent extension
may only be granted with the consent of the Special Servicer.

     SECTION 3.04. Pool Custodial Account, Defeasance Deposit Account,
                   Collection Account, Interest Reserve Account, Excess
                   Liquidation Proceeds Account and Loss of Value Reserve Fund.

     (a) The Master Servicer shall establish and maintain one or more separate
accounts (collectively, the "Pool Custodial Account"), in which the amounts
described in clauses (i) through (xii) below (which shall not include any
amounts allocable to the Non-Trust Mortgage Loans) shall be deposited and held
on behalf of the Trustee in trust for the benefit of the Certificateholders. The
Pool Custodial Account shall be an Eligible Account. The Master Servicer shall
deposit or cause to be deposited in the Pool Custodial Account, within one (1)
Business Day of receipt (in the case of payments by Mortgagors or other
collections on the Trust Mortgage Loans) or as otherwise required hereunder, the
following payments and collections received (including amounts Received by the
Trust with respect to the Outside Serviced Trust Mortgage Loans) or made by the
Master Servicer or on its behalf subsequent to the Cut-off Date (other than in
respect of principal and interest on the Trust Mortgage Loans due and payable on
or before the Cut-off Date, which amounts shall be delivered promptly to the
Depositor or its designee, with negotiable instruments endorsed as necessary and
appropriate without recourse, and other than amounts required to be deposited in
the Defeasance Deposit Account), or any of the following payments (other than
Principal Prepayments) received by it on or prior to the Cut-off Date but
allocable to a period subsequent thereto:

         (i) all payments on account of principal of the Serviced Trust Mortgage
  Loans, including Principal Prepayments, and regardless of whether those
  payments are made by


                                     -131-


  the related Mortgagor, any related guarantor or any party exercising cure
  rights under any related co-lender, intercreditor or similar agreement, out of
  any related Reserve Funds maintained for such purpose, out of collections on
  any related Defeasance Collateral or from any other source;

         (ii) all payments on account of interest on the Serviced Trust Mortgage
  Loans, including Default Interest and Additional Interest, and regardless of
  whether those payments are made by the related Mortgagor, any related
  guarantor or any party exercising cure rights under any related co-lender,
  intercreditor or similar agreement, out of any related Reserve Funds
  maintained for such purpose, out of collections on any related Defeasance
  Collateral or from any other source;

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

         (iv) all Insurance Proceeds, Condemnation Proceeds and Liquidation
  Proceeds Received by the Trust in respect of any Trust Mortgage Loan or,
  except to the extent such proceeds are to first be deposited in an REO
  Account, any REO Property;

         (v) any amounts representing a reimbursement, payment and/or
  contribution due and owing to the Trust from any Non-Trust Mortgage Loan
  Noteholder in accordance with the related Co-Lender Agreement;

         (vi) all remittances to the Trust under the Meriden Mall Servicing
  Agreement and/or the Meriden Mall Co-Lender Agreement, with respect to the
  Meriden Mall Trust Mortgage Loan, the Meriden Mall Mortgaged Property or any
  Meriden Mall REO Property, and any payment from the related Mortgagor to cover
  the cost of the Rating Agency confirmation referred to in the second paragraph
  of Section 3.08(d);

         (vii) all remittances to the Trust under the Grace Building Servicing
  Agreement and/or the Grace Building Co-Lender Agreement with respect to the
  Grace Building Trust Mortgage Loan, the Grace Building Mortgaged Property or
  any Grace Building REO Property;

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

         (ix) any amounts required to be deposited by the Master Servicer or the
  Special Servicer pursuant to Section 3.07(b) in connection with losses on the
  Mortgage Pool resulting from a deductible clause in a blanket or master force
  placed hazard insurance policy;

         (x) any amounts required to be transferred from the Loss of Value
  Reserve Fund pursuant to Section 3.05(e), any Loan Combination Custodial
  Account pursuant to Section 3.05A or the Pool REO Account pursuant to Section
  3.16(c);

         (xi) insofar as they do not constitute Escrow Payments, any amounts
  paid by a Mortgagor with respect to a Serviced Trust Mortgage Loan
  specifically to cover items for which a Servicing Advance has been made; and


                                     -132-


         (xii) the Initial Deposits;

provided that any amounts described in clauses (i) through (iv), (ix) and (xi)
above that relate to a Serviced Combination Trust Mortgage Loan or any successor
REO Trust Mortgage Loan with respect thereto (other than Liquidation Proceeds
derived from the Permitted Purchase of such Trust Mortgage Loan or the Trust's
interest in any related REO Property) shall be deposited in the applicable Loan
Combination Custodial Account, and, in any such case, shall thereafter be
transferred to the Pool Custodial Account as provided in Section 3.05A, together
with any other amounts required to be transferred from such Loan Combination
Custodial Account to the Pool Custodial Account from time to time pursuant to
Section 3.05A.

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

     Upon receipt of any of the amounts described in clauses (i) through (iv)
and (xi) of the second preceding paragraph with respect to any Serviced Trust
Mortgage Loan (other than a Serviced Combination Trust Mortgage Loan), or any of
the amounts described in clause (v) of the second preceding paragraph with
respect to any Serviced Combination Trust Mortgage Loan, the Special Servicer
shall promptly, but in no event later than two (2) Business Days after receipt,
remit such amounts to the Master Servicer for deposit into the Pool Custodial
Account in accordance with the second preceding paragraph, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular
item should not be deposited because of a restrictive endorsement or other
appropriate reason. With respect to any such amounts paid by check to the order
of the Special Servicer, the Special Servicer shall endorse such check to the
order of the Master Servicer, unless the Special Servicer determines, consistent
with the Servicing Standard, that a particular item cannot be so endorsed and
delivered because of a restrictive endorsement or other appropriate reason. Any
such amounts received by the Special Servicer with respect to an Administered
REO Property (other than an Administered REO Property that relates to a Serviced
Loan Combination) shall be deposited by the Special Servicer into the Pool REO
Account and thereafter remitted to the Master Servicer for deposit into the Pool
Custodial Account as and to the extent provided in Section 3.16(c).


                                     -133-


     If and when any Mortgagor under any Defeasance Mortgage Loan that is also a
Serviced Mortgage Loan elects to defease all or any part of its Serviced
Mortgage Loan and, pursuant to the provisions of the related loan documents,
delivers cash to the Master Servicer to purchase the required Defeasance
Collateral, the Master Servicer shall establish and maintain one or more
separate segregated accounts (collectively, the "Defeasance Deposit Account"),
in which the Master Servicer shall deposit such cash within one (1) Business Day
of receipt by the Master Servicer. The Master Servicer shall retain such cash in
the Defeasance Deposit Account pending its prompt application to purchase
Defeasance Collateral. The Master Servicer shall hold such cash and maintain the
Defeasance Deposit Account on behalf of the Trustee and, in the case of a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s), to secure payment on the related Defeasance Mortgage Loan. The
Defeasance Deposit Account shall be an Eligible Account. To the extent permitted
by law or the applicable Defeasance Mortgage Loan, prior to the purchase of
Defeasance Collateral, funds in the Defeasance Deposit Account may be invested
only in Permitted Investments in accordance with the provisions of Section 3.06.
The Master Servicer shall pay or cause to be paid to the related Mortgagor(s)
interest, if any, earned on the investment of funds in the Defeasance Deposit
Account, if required by law or the terms of the related Defeasance Mortgage
Loan(s).

     (b) The Trustee shall establish and maintain one or more trust accounts
(collectively, the "Collection Account") to be held in trust for the benefit of
the Certificateholders. Each account that constitutes the Collection Account
shall be an Eligible Account. The Trustee shall establish and maintain, on a
book-entry basis, the Class V Sub-Account, which sub-account shall be deemed to
be held in trust for the benefit of the Holders of the Class V Certificates. The
Master Servicer shall deliver to the Trustee each month on or before the Trust
Master Servicer Remittance Date therein, for deposit in the Collection Account,
an aggregate amount of immediately available funds equal to the Master Servicer
Remittance Amount for such Trust Master Servicer Remittance Date, together with,
in the case of the Final Distribution Date, any additional amounts contemplated
by the second paragraph of Section 9.01 and any Loss of Value Payments
contemplated by Section 3.05(e). Immediately upon deposit of the Master Servicer
Remittance Amount for any Trust Master Servicer Remittance Date into the
Collection Account, any portion thereof that represents Additional Interest
shall be deemed to have been deposited into the Class V Sub-Account.

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

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

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

     The Trustee shall, upon receipt, deposit in the Collection Account any and
all amounts received by it that are required by the terms of this Agreement to
be deposited therein. In addition, as and when required pursuant to Section
3.06, the Trustee shall (in all cases prior to distributions on the Certificates
being made on the related Distribution Date) deposit in the Collection Account
any amounts required to be so deposited by the Trustee pursuant to Section 3.06
in connection with losses incurred with respect to Permitted Investments of
funds held in the Collection Account.


                                     -134-


     In the event that the Master Servicer fails, on any Trust Master Servicer
Remittance Date, to remit to the Trustee any amount(s) required to be so
remitted to the Trustee hereunder by such date, the Master Servicer shall pay
the Trustee, for the account of the Trustee, interest, calculated at the Prime
Rate, on such amount(s) not timely remitted, from and including that Trust
Master Servicer Remittance Date, to but not including the related Distribution
Date.

     On the Trust Master Servicer Remittance Date in March of each year
(commencing in March 2005), the Trustee shall transfer from the Interest Reserve
Account to the Collection Account all Interest Reserve Amounts then on deposit
in the Interest Reserve Account with respect to the Interest Reserve Mortgage
Loans and any Interest Reserve REO Mortgage Loans.

     As and when required pursuant to Section 3.05(d), the Trustee shall
transfer monies from the Excess Liquidation Proceeds Account to the Collection
Account.

     (c) The Trustee shall establish and maintain one or more accounts
(collectively, the "Interest Reserve Account"), to be held in trust for the
benefit of the Certificateholders, for purposes of holding the Interest Reserve
Amounts in respect of the Interest Reserve Mortgage Loans and any Interest
Reserve REO Mortgage Loans. Each account that constitutes the Interest Reserve
Account shall be an Eligible Account. On each Distribution Date in February and,
during a year that is not a leap year, in January, commencing in 2005, prior to
any distributions being made in respect of the Certificates on the subject
Distribution Date, the Trustee shall withdraw from the Collection Account and
deposit in the Interest Reserve Account with respect to each Interest Reserve
Mortgage Loan and Interest Reserve REO Mortgage Loan, an amount equal to the
Interest Reserve Amount, if any, in respect of such Mortgage Loan or REO
Mortgage Loan, as the case may be, for such Distribution Date; provided that no
such transfer of funds shall occur if the subject Distribution Date is the Final
Distribution Date. In addition, as and when required pursuant to Section 3.06,
the Trustee shall (in any event prior to any distributions on the Certificates
and any transfers to the Collection Account on or before the related
Distribution Date) deposit in the Interest Reserve Account any amounts required
to be so deposited by the Trustee pursuant to Section 3.06 in connection with
losses incurred with respect to Permitted Investments of funds held in the
Interest Reserve Account. Subject to the next paragraph, the Interest Reserve
Account may be a sub-account of the Collection Account.

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

     (d) If any Excess Liquidation Proceeds are received on the Mortgage Pool,
the Trustee shall establish and maintain one or more accounts (collectively, the
"Excess Liquidation Proceeds Account") to be held in trust for the benefit of
the Certificateholders, for purposes of holding such Excess Liquidation
Proceeds. Each account that constitutes the Excess Liquidation Proceeds Account
shall be an Eligible Account. On each Trust Master Servicer Remittance Date, the
Master Servicer shall withdraw from the Pool Custodial Account and remit to the
Trustee for deposit in the


                                     -135-


Excess Liquidation Proceeds Account all Excess Liquidation Proceeds received
with respect to the Mortgage Pool during the related Collection Period ending in
the calendar month in which such Trust Master Servicer Remittance Date occurs.
In addition, as and when required pursuant to Section 3.06, the Trustee shall
(in any event prior to any transfers to the Collection Account on or before the
related Distribution Date) deposit in the Excess Liquidation Proceeds Account
any amounts required to be so deposited by the Trustee pursuant to Section 3.06
in connection with losses incurred with respect to Permitted Investments of
funds held in the Excess Liquidation Proceeds Account. Subject to the next
paragraph, the Excess Liquidation Proceeds Account may be a sub-account of the
Collection Account. Notwithstanding that the Excess Liquidation Proceeds Account
may be a sub-account of the Collection Account for reasons of administrative
convenience, the Excess Liquidation Proceeds Account and the Collection Account
shall, for all purposes of this Agreement (including the obligations and
responsibilities of the Trustee hereunder), be considered to be and shall be
required to be treated as, separate and distinct accounts. The Trustee shall
indemnify and hold harmless the Trust Fund against any losses arising out of the
failure by the Trustee to perform its duties and obligations hereunder as if
such accounts were separate accounts. The provisions of this paragraph shall
survive any resignation or removal of the Trustee and appointment of a successor
trustee.

     (e) If any Loss of Value Payments are received in connection with a
Material Document Defect or Material Breach, as the case may be, pursuant to or
as contemplated by Section 2.03(e), the Special Servicer shall establish and
maintain one or more non-interest bearing accounts (collectively, the "Loss of
Value Reserve Fund") to be held in trust for the benefit of the
Certificateholders, for purposes of holding such Loss of Value Payments. Each
account that constitutes the Loss of Value Reserve Fund shall be an Eligible
Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value
Reserve Fund all Loss of Value Payments received by it.

     (f) Funds in the Pool Custodial Account (exclusive of the Initial
Deposits), the Collection Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Account may be invested only in Permitted Investments in
accordance with the provisions of Section 3.06. Funds in the Loss of Value
Reserve Fund shall remain uninvested. The Master Servicer shall give notice to
the Trustee, the Special Servicer and the Rating Agencies of the location of the
Pool Custodial Account as of the Closing Date and of the new location of the
Pool Custodial Account prior to any change thereof. As of the Closing Date, the
Collection Account, the Interest Reserve Account and the Excess Liquidation
Proceeds Account shall be located at the Trustee's Corporate Trust Office. The
Trustee shall give notice to the Master Servicer, the Special Servicer and the
Rating Agencies of any change in the location of the Collection Account, the
Interest Reserve Account or the Excess Liquidation Proceeds Account prior to any
change thereof.

     SECTION 3.04A. Loan Combination Custodial Accounts for Serviced Loan
                    Combinations.

     (a) With respect to each Serviced Loan Combination, the Master Servicer
shall establish and maintain one or more separate accounts (collectively, with
respect to such Serviced Loan Combination, the related "Loan Combination
Custodial Account") in which the amounts described in clauses (i) through (ix)
below, insofar as they are related to one or more Mortgage Loans included in
such Serviced Loan Combination, shall be deposited and held in trust for the
benefit of the holders of such Mortgage Loans, as their interests may appear;
provided that, subject to the last paragraph of this


                                     -136-


Section 3.04A(a), each Loan Combination Custodial Account may be a sub-account
of the Pool Custodial Account. Each Loan Combination Custodial Account shall be
an Eligible Account or, subject to the last paragraph of this Section 3.04A(a),
a sub-account of an Eligible Account. The Master Servicer shall deposit or cause
to be deposited in each Loan Combination Custodial Account, within one (1)
Business Day of receipt (in the case of payments or other collections on the
related Serviced Loan Combination) or as otherwise required hereunder, the
following payments and collections received or made by the Master Servicer or on
its behalf with respect to the related Serviced Loan Combination subsequent to
the Cut-off Date (other than in respect of principal and interest on such
Serviced Loan Combination due and payable on or before the Cut-off Date, which
payments shall be held pursuant to the terms of the related Co-Lender Agreement,
and other than amounts required to be deposited in the Defeasance Deposit
Account):

         (i) all payments on account of principal of the related Serviced Loan
  Combination, including Principal Prepayments, and regardless of whether those
  payments are made by the related Mortgagor, any related guarantor or any party
  exercising any cure rights under the related Co-Lender Agreement or any
  related mezzanine intercreditor agreement, out of any related Reserve Funds
  maintained for such purpose, out of collections on any related Defeasance
  Collateral or from any other source;

         (ii) all payments on account of interest on the related Serviced Loan
  Combination, including Default Interest, and regardless of whether those
  payments are made by the related Mortgagor, any related guarantor, or any
  party exercising any cure rights under the related Co-Lender Agreement or any
  related mezzanine intercreditor agreement, out of any related Reserve Funds
  maintained for such purpose, out of collections on any related Defeasance
  Collateral or from any other source;

         (iii) all Prepayment Premiums, Yield Maintenance Charges and/or late
  payment charges received in respect of the related Serviced Loan Combination;

         (iv) all Insurance Proceeds, Condemnation Proceeds and Liquidation
  Proceeds received in respect of the related Serviced Loan Combination or,
  except to the extent such proceeds are to first be deposited in a Loan
  Combination REO Account, any related REO Property;

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

         (vi) any amounts required to be deposited by the Master Servicer or the
  Special Servicer pursuant to Section 3.07(b) in connection with losses with
  respect to the related Serviced Loan Combination resulting from a deductible
  clause in a blanket or master force placed hazard insurance policy;

         (vii) any amounts required to be transferred from the Loan Combination
  REO Account established with respect to the related Serviced Loan Combination
  pursuant to Section 3.16(c);


                                     -137-


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

         (ix) any amounts representing a reimbursement, payment and/or
  contribution due and owing to a party other than the Trust from any related
  Non-Trust Mortgage Loan Noteholder in accordance with the related Co-Lender
  Agreement;

provided that, with respect to a Serviced Loan Combination, any Liquidation
Proceeds derived from a Permitted Purchase of the Trust Mortgage Loan included
in such Serviced Loan Combination or the Trust's interest in any related REO
Property, shall in each case be deposited into the Pool Custodial Account.

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

     Upon receipt of any of the amounts described in clauses (i) through (iv),
(viii) and (ix) of the second preceding paragraph with respect to any Serviced
Loan Combination, the Special Servicer shall promptly, but in no event later
than two (2) Business Days after receipt, remit such amounts to the Master
Servicer for deposit into the related Loan Combination Custodial Account in
accordance with the second preceding paragraph (or, if applicable, the Pool
Custodial Account in accordance with the proviso to the second preceding
paragraph), unless the Special Servicer determines, consistent with the
Servicing Standard, that a particular item should not be deposited because of a
restrictive endorsement or other appropriate reason. With respect to any such
amounts paid by check to the order of the Special Servicer, the Special Servicer
shall endorse such check to the order of the Master Servicer, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular
item cannot be so endorsed and delivered because of a restrictive endorsement or
other appropriate reason. Any such amounts received by the Special Servicer with
respect to an Administered REO Property that relates to a


                                     -138-


Serviced Loan Combination shall initially be deposited by the Special Servicer
into the Loan Combination REO Account established with respect to such Serviced
Loan Combination and thereafter remitted to the Master Servicer for deposit into
the related Loan Combination Custodial Account, all in accordance with Section
3.16(c).

     Notwithstanding that a Loan Combination Custodial Account may be a
sub-account of the Pool Custodial Account for reasons of administrative
convenience, such Loan Combination Custodial Account and the Pool Custodial
Account shall, for all purposes of this Agreement (including the obligations and
responsibilities of the Master Servicer hereunder), be considered to be and
shall be required to be treated as, separate and distinct accounts. The Master
Servicer shall indemnify and hold harmless the Trust Fund and the respective
related Non-Trust Mortgage Loan Noteholders against any losses arising out of
the failure by the Master Servicer to perform its duties and obligations
hereunder as if such accounts were separate accounts. The provisions of this
paragraph shall survive any resignation or removal of the Master Servicer and
appointment of a successor master servicer.

     (b) If and when the related Mortgagor elects to defease any Serviced Loan
Combination or any portion thereof, the provisions of the last paragraph of
Section 3.04(a) relating to the Defeasance Deposit Account shall apply.

     (c) In connection with each Serviced Loan Combination, the Master Servicer
shall give notice to the Trustee, the related Non-Trust Mortgage Loan
Noteholder(s) and the Special Servicer of the location of the related Loan
Combination Custodial Account when first established and of the new location of
the related Loan Combination Custodial Account prior to any change thereof.

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

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

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

         (ii) to reimburse the Fiscal Agent, the Trustee and itself, in that
  order, for unreimbursed P&I Advances made thereby with respect to the Mortgage
  Pool (exclusive of any Serviced Combination Trust Mortgage Loan or any
  successor REO Trust Mortgage Loan with respect thereto), the Fiscal Agent's,
  the Trustee's and the Master Servicer's, as the case may be, respective rights
  to reimbursement pursuant to this clause (ii) ----------- with respect to any
  such P&I Advance being limited to amounts on deposit in the Pool Custodial
  Account that represent Late Collections (and/or, in the case of the Meriden
  Mall Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
  thereto, a late monthly debt service advance (related to the same Monthly
  Payment or Assumed Monthly Payment as the P&I Advance currently being
  reimbursed)) of interest and principal (net of related Master Servicing Fees
  and any related


                                     -139-


  Workout Fees and/or Liquidation Fees) received in respect of the particular
  Trust Mortgage Loan or REO Trust Mortgage Loan as to which such P&I Advance
  was made;

         (iii) to pay to itself earned and unpaid Master Servicing Fees with
  respect to the Mortgage Pool (exclusive of any Serviced Combination Trust
  Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto),
  the Master Servicer's right to payment pursuant to this clause (iii) with
  respect to any such Master Servicing Fees being limited to amounts on deposit
  in the Pool Custodial Account that are allocable as a recovery of interest on
  or in respect of the Trust Mortgage Loan or REO Trust Mortgage Loan as to
  which such Master Servicing Fees were earned;

         (iv) to pay (A) to the Special Servicer, out of general collections on
  the Mortgage Pool on deposit in the Pool Custodial Account, earned and unpaid
  Special Servicing Fees in respect of each Specially Serviced Trust Mortgage
  Loan and each REO Trust Mortgage Loan that relates to an Administered REO
  Property and (B) to itself, out of general collections on the Mortgage Pool on
  deposit in the Pool Custodial Account, any Master Servicing Fee earned in
  respect of any Trust Mortgage Loan or REO Trust Mortgage Loan that remains
  unpaid in accordance with clause (iii) above or Section 3.05A, as applicable,
  following a Final Recovery Determination made with respect to such Trust
  Mortgage Loan or the related REO Property and the deposit into the Pool
  Custodial Account of all amounts received in connection with such Final
  Recovery Determination;

         (v) to pay the Special Servicer (or, if applicable, a predecessor
  Special Servicer) any earned and unpaid Workout Fees and Liquidation Fees in
  respect of each Specially Serviced Trust Mortgage Loan, each Corrected Trust
  Mortgage Loan and/or each REO Trust Mortgage Loan that relates to an
  Administered REO Property (other than, if applicable, any Serviced Combination
  Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
  thereto), as applicable, in the amounts and from the sources specified in
  Section 3.11(c);

         (vi) to reimburse the Fiscal Agent, the Trustee, itself and the Special
  Servicer, in that order, for any unreimbursed Servicing Advances made thereby
  with respect to any Serviced Trust Mortgage Loan or Administered REO Property
  (other than any Serviced Combination Trust Mortgage Loan or any related
  Administered REO Property), the Fiscal Agent's, the Trustee's, the Master
  Servicer's and the Special Servicer's respective rights to reimbursement
  pursuant to this clause (vi) with respect to any Servicing ----------- Advance
  being limited to amounts on deposit in the Pool Custodial Account that
  represent payments made by or on behalf of the related Mortgagor to cover the
  item for which such Servicing Advance was made, and to amounts on deposit in
  the Pool Custodial Account that represent Liquidation Proceeds, Condemnation
  Proceeds, Insurance Proceeds and, if applicable, REO Revenues (in each case,
  if applicable, net of any Liquidation Fee or Workout Fee payable therefrom)
  received in respect of the particular Serviced Trust Mortgage Loan or
  Administered REO Property as to which such Servicing Advance was made;

         (vii) to reimburse the Fiscal Agent, the Trustee, itself and the
  Special Servicer, in that order, out of general collections on the Mortgage
  Pool on deposit in the Pool Custodial Account, for any unreimbursed Advances
  that have been or are determined to be


                                     -140-


Nonrecoverable Advances (provided that such amounts may be withdrawn over time
in accordance with Sections 3.11(g) or 4.03(d), as applicable);

         (viii) to pay the Fiscal Agent, the Trustee, itself and the Special
  Servicer, in that order, any unpaid interest accrued and payable in accordance
  with Section 3.11(g) or 4.03(d), as applicable, on any Advance made thereby
  under this Agreement, the Fiscal Agent's, the Trustee's, the Master Servicer's
  and the Special Servicer's respective rights to payment pursuant to this
  clause (viii) with respect to interest on any such Advance being limited to
  amounts on deposit in the Pool Custodial Account that represent Default
  Charges collected on or in respect of the Trust Mortgage Loan or REO Trust
  Mortgage Loan, as applicable, as to which the subject Advance was made, as and
  to the extent contemplated by Section 3.26;

         (ix) to pay, out of general collections on the Mortgage Pool on deposit
  in the Pool Custodial Account, the Fiscal Agent, the Trustee, itself and the
  Special Servicer, in that order, any unpaid interest accrued and payable in
  accordance with Section 3.11(g) or 4.03(d), as applicable, on any Advance made
  thereby with respect to the Mortgage Pool (or, in the case of a Servicing
  Advance, made thereby with respect to a Serviced Loan Combination), but only
  to the extent that such Advance has been reimbursed or is then being
  reimbursed and the related Default Charges then on deposit in the Pool
  Custodial Account are not sufficient to make such payment as contemplated by
  the immediately preceding clause (viii); provided that, if such Advance
  relates to any Serviced Combination Trust Mortgage Loan or any successor REO
  Trust Mortgage Loan with respect thereto (or, in the case of Servicing
  Advance, relates to any Serviced Loan Combination), such payment pursuant to
  this clause (ix) is to be made only to the extent that the funds on deposit in
  the related Loan Combination Custodial Account are not sufficient to make such
  payment as contemplated by Section 3.05A and such payment cannot be made out
  of the Pool Custodial Account pursuant to clause (xviii) of this Section
  3.05(a);

         (x) to pay, out of amounts on deposit in the Pool Custodial Account
  that represent Default Charges collected on or in respect of the Trust
  Mortgage Loan or REO Trust Mortgage Loan to which the subject expense relates
  (to the extent such Default Charges are not otherwise applied as contemplated
  by clause (viii) above), any unpaid expense (other than interest accrued on
  Advances, which is payable pursuant to clause (viii) above, and other than
  Special Servicing Fees, Liquidation Fees and Workout Fees) that is incurred
  with respect to such Trust Mortgage Loan or REO Trust Mortgage Loan and that,
  if paid from collections on the Mortgage Pool other than Default Charges
  collected with respect to such Trust Mortgage Loan or REO Trust Mortgage Loan,
  would constitute an Additional Trust Fund Expense, as and to the extent
  contemplated by Section 3.26;

         (xi) to pay, out of general collections on the Mortgage Pool on deposit
  in the Pool Custodial Account, for (A) costs and expenses incurred by the
  Trust Fund pursuant to Section 3.09(c) (other than the costs of environmental
  testing, which are to be covered by, and reimbursable as, a Servicing
  Advance), (B) the cost of an independent appraiser or other expert in real
  estate matters retained pursuant to Sections 3.11(h), 3.18 or 4.03(c), and (C)
  the fees of any Independent Contractor retained with respect to any related
  Administered REO Property pursuant to Section 3.17(d) (to the extent that it
  has not paid itself such fees prior to remitting collections on such REO
  Property to the Special Servicer); provided that, in the case of a Mortgaged
  Property that relates to a Serviced Loan Combination, such payment pursuant to
  this


                                     -141-


  clause (xi) is to be made only to the extent that (X) it would not
  ultimately be payable out of collections on or in respect of such Loan
  Combination or (Y) it is in the best interests of the Certificateholders;

         (xii) to pay itself, as additional master servicing compensation in
  accordance with Section 3.11(b), any amounts on deposit in the Pool Custodial
  Account that represent (A) interest and investment income earned in respect of
  amounts held in the Pool Custodial Account as provided in Section 3.06(b), but
  only to the extent of the Net Investment Earnings with respect to the Pool
  Custodial Account for any related Investment Period, (B) Prepayment Interest
  Excesses collected on the Mortgage Pool and (C) Net Default Charges (after
  application pursuant to Section 3.26) actually Received by the Trust that
  accrued in respect of an Outside Serviced Trust Mortgage Loan or a Performing
  Serviced Trust Mortgage Loan; and to pay the Special Servicer, as additional
  special servicing compensation in accordance with Section 3.11(d), any amounts
  on deposit in the Pool Custodial Account that represent Net Default Charges
  (after application to cover such other payments and reimbursements as are
  provided for under Section 3.26) actually collected that accrued in respect of
  a Specially Serviced Trust Mortgage Loan and/or an REO Trust Mortgage Loan
  that relates to an Administered REO Property;

         (xiii) to pay itself, the Special Servicer, the Depositor, or any of
  their respective members, managers, directors, officers, employees and agents,
  as the case may be, out of general collections on the Mortgage Pool on deposit
  in the Pool Custodial Account, any amounts payable to any such Person pursuant
  to Section 6.03; provided that such payment does not relate solely to a
  Serviced Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
  respect thereto;

         (xiv) to pay, out of general collections on the Mortgage Pool on
  deposit in the Pool Custodial Account, for (A) the cost of the Opinion of
  Counsel contemplated by Section 11.02(a), (B) the cost of an Opinion of
  Counsel contemplated by Section 11.01(a) or 11.01(c) in connection with any
  amendment to this Agreement requested by the Master Servicer or the Special
  Servicer that protects or is in furtherance of the rights and interests of
  Certificateholders, and (C) the cost of recording this Agreement in accordance
  with Section 11.02(a); provided that, in the cases of clauses (xiv)(A) and
  (xiv)(C), such payment shall be made from the Pool Custodial Account only to
  the extent that it is not otherwise paid from the related Loan Combination
  Custodial Account by the Trust Master Servicer Remittance Date following the
  applicable Collection Period in which the expense is incurred;

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

         (xvi) to pay, in accordance with Section 3.11(i), out of general
  collections on the Mortgage Pool on deposit in the Pool Custodial Account, any
  servicing expenses, that would, if advanced, constitute Nonrecoverable
  Servicing Advances (other than servicing expenses that


                                      -142-


  relate solely to a Non-Trust Mortgage Loan or any successor REO Mortgage Loan
  with respect thereto);

         (xvii) to pay, out of general collections on the Mortgage Pool on
  deposit in the Pool Custodial Account, to a Non-Trust Mortgage Loan Noteholder
  or an Outside Servicer, any amount (other than normal monthly payments)
  specifically payable or reimbursable to such party by the Trust, in its
  capacity as holder of the related Trust Mortgage Loan or REO Trust Mortgage
  Loan that is part of the relevant Loan Combination, pursuant to the terms of
  the related Co-Lender Agreement;

         (xviii) to reimburse the Fiscal Agent, the Trustee, the Master Servicer
  and/or the Special Servicer, as applicable, for unreimbursed Advances, unpaid
  Master Servicing Fees and/or any unpaid interest on any Advances, but only if
  and to the extent that such items relate solely to a Serviced Combination
  Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
  thereto, each such party's respective rights to reimbursement pursuant to this
  clause (xviii) to be limited to amounts on deposit in the Pool Custodial
  Account that represent Liquidation Proceeds derived from a Permitted Purchase
  of such Serviced Combination Trust Mortgage Loan or the Trust's interest in
  any related Administered REO Property; provided that, such items may only be
  reimbursed to any party pursuant to this clause (xviii) if and to the extent
  that such items have not been or are not simultaneously being reimbursed to
  such party pursuant to Section 3.05A; and provided, further, that, in the case
  of a sale of a Serviced Combination Trust Mortgage Loan with respect to which
  the Purchase Price therefor has been reduced by amounts set forth in the next
  to last proviso of the definition of "Purchase Price", the amount of any
  unpaid Master Servicing Fees, unreimbursed Advances and/or unpaid interest on
  Advances reimbursable to any party pursuant to this clause (xviii) shall be
  reduced by any related unpaid Master Servicing Fees, unreimbursed Advances and
  unpaid interest on Advances in respect of the subject Serviced Combination
  Trust Mortgage Loan or REO Trust Mortgage Loan that have served to so reduce
  such Purchase Price therefor and which, following the purchase or sale from
  which the subject Liquidation Proceeds have been derived, will continue to be
  payable or reimbursable under the related Co-Lender Agreement and/or any
  successor servicing agreement with respect to the related Serviced Loan
  Combination to the Master Servicer and/or the Special Servicer (and which
  amounts shall no longer be payable hereunder);

         (xix) on each Trust Master Servicer Remittance Date, to transfer Excess
  Liquidation Proceeds in respect of the Mortgage Pool to the Trustee, for
  deposit in the Excess Liquidation Proceeds Account, in accordance with Section
  3.04(d); and

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

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

     The Master Servicer shall pay to the Special Servicer (or to third-party
contractors at the direction of the Special Servicer), the Trustee or the Fiscal
Agent from the Pool Custodial Account, amounts permitted to be paid to the
Special Servicer (or to any such third-party contractor), the Trustee or the
Fiscal Agent therefrom promptly upon receipt of a written statement of a
Servicing Officer of the


                                     -143-


Special Servicer or of a Responsible Officer of the Trustee or the Fiscal Agent
describing the item and amount to which the Special Servicer (or such
third-party contractor), the Trustee or the Fiscal Agent, as applicable, is
entitled (unless such payment to the Special Servicer, the Trustee (for example,
the Trustee Fee) or the Fiscal Agent, as the case may be, is clearly required
pursuant to this Agreement, in which case a written statement is not required).
The Master Servicer may rely conclusively on any such written statement and
shall have no duty to re-calculate the amounts stated therein.

     In connection with any payments required to be made to a Non-Trust Mortgage
Loan Noteholder or an Outside Servicer in accordance with Section 3.05(a)(xvii),
the Master Servicer may request a written statement from a servicing officer or
responsible officer, as applicable, of such Non-Trust Mortgage Loan Noteholder
or an Outside Servicer, describing the nature and amount of the item for which
such party is seeking payment or reimbursement and setting forth the
provision(s) of the related Co-Lender Agreement pursuant to which such party
believes it is entitled to reimbursement; provided that the Master Servicer may
not condition payments required to be made to a Non-Trust Mortgage Loan
Noteholder or an Outside Servicer in accordance with Section 3.05(a)(xvii) upon
receipt of such a written statement (other than as permitted under the related
Co-Lender Agreement); and provided, further, that to the extent such a written
statement from a servicing officer or responsible officer, as applicable, of the
subject Non-Trust Mortgage Loan Noteholder or an Outside Servicer is received by
the Master Servicer, the Master Servicer may reasonably rely upon such statement
as the nature and amount of the item for which reimbursement is sought.

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

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

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

         (ii) to pay (A) the Trustee, the Fiscal Agent or any of their
  respective directors, officers, employees and agents, as the case may be, out
  of general collections on the Mortgage Pool on deposit in the Collection
  Account, any amounts payable or reimbursable to any such Person pursuant to
  Section 7.01(b) and/or Section 8.05, as applicable, and (B) as and when
  contemplated by Section 8.08, the cost of the Trustee's transferring Mortgage
  Files and other documents to a successor after being terminated by
  Certificateholders pursuant to Section 8.07(c) without cause;

         (iii) to pay, out of general collections on the Mortgage Pool on
  deposit in the Collection Account, for the cost of the Opinions of Counsel
  sought by the Trustee or the Tax Administrator (A) as provided in clause (iv)
  of the definition of "Disqualified Organization", (B) as contemplated by
  Sections 10.01(i) and 10.02(e), or (C) as contemplated by Section


                                     -144-


  11.01(a) or 11.01(c) in connection with any amendment to this Agreement
  requested by the Trustee which amendment is in furtherance of the rights and
  interests of Certificateholders;

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

         (v) to pay the Tax Administrator, out of general collections on the
  Mortgage Pool on deposit in the Collection Account, any amounts reimbursable
  to it pursuant to Section 10.01(f) or Section 10.02(b);

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

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

         (viii) to pay itself any Net Investment Earnings with respect to the
  Collection Account for any related Investment Period; and

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

     On or prior to a Distribution Date, the Trustee shall be entitled to
withdraw amounts that are payable or reimbursable as set forth in clauses (ii)
through (viii) above from the Collection Account prior to making distributions
to Certificateholders on such Distribution Date.

     (c) On each Trust Master Servicer Remittance Date in March (commencing in
March 2005), the Trustee shall withdraw from the Interest Reserve Account and
deposit in the Collection Account all Interest Reserve Amounts that have been
deposited in the Interest Reserve Account in respect of the Interest Reserve
Mortgage Loans and any Interest Reserve REO Mortgage Loans during January and/or
February of the same year in accordance with Section 3.04(c). On each
Distribution Date, the Trustee may withdraw from the Interest Reserve Account
and pay itself any Net Investment Earnings with respect to the Interest Reserve
Account for the then most recently ended related Investment Period.

     (d) On each Trust Master Servicer Remittance Date, the Trustee shall
withdraw from the Excess Liquidation Proceeds Account and deposit in the
Collection Account, for distribution on the following Distribution Date, an
amount equal to the lesser of (i) the entire amount, if any, then on deposit in
the Excess Liquidation Proceeds Account and (ii) the excess, if any, of the
aggregate amount distributable with respect to the Regular Interest Certificates
on such Distribution Date pursuant to Sections 4.01(a) and 4.01(b), over the
Available Distribution Amount for such Distribution Date (calculated without
regard to such transfer from the Excess Liquidation Proceeds Account to the
Collection Account); provided that on the Trust Master Servicer Remittance Date
immediately prior to


                                     -145-


the Final Distribution Date, the Trustee shall withdraw from the Excess
Liquidation Proceeds Account and deposit in the Collection Account, for
distribution on such Distribution Date, any and all amounts then on deposit in
the Excess Liquidation Proceeds Account. On each Distribution Date, the Trustee
may withdraw from the Excess Liquidation Proceeds Account and pay itself any Net
Investment Earnings with respect to the Excess Liquidation Proceeds Account for
the then most recently ended related Investment Period.

     (e) If any Loss of Value Payments are deposited into the Loss of Value
Reserve Fund with respect to any Trust Mortgage Loan or any related REO
Property, then the Special Servicer shall, promptly when needed, transfer such
Loss of Value Payments (up to the remaining portion thereof) from the Loss of
Value Reserve Fund to the Pool Custodial Account for the following purposes:

         (i) to reimburse the Master Servicer, the Special Servicer, the Trustee
  or the Fiscal Agent, in accordance with Section 3.05(a), for any
  Nonrecoverable Advance made by such party with respect to such Trust Mortgage
  Loan or any related REO Property (together with interest thereon);

         (ii) to pay, in accordance with Section 3.05(a), or to reimburse the
  Trust for the prior payment of, any expense relating to such Trust Mortgage
  Loan or any related REO Property that constitutes or, if not paid out of such
  Loss of Value Payments, would constitute an Additional Trust Fund Expense;

         (iii) to offset any Realized Loss (as calculated without regard to the
  application of such Loss of Value Payments) incurred with respect to such
  Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
  thereto; and

         (iv) following the occurrence of a Liquidation Event with respect to
  such Trust Mortgage Loan or any related REO Property, to cover the items
  contemplated by the immediately preceding clauses (i)-(iii) in respect of any
  other Trust Mortgage Loan or REO Trust Mortgage Loan.

     Any Loss of Value Payments transferred to the Pool Custodial Account
pursuant to clauses (i)-(iii) of the prior paragraph shall, except for purposes
of Section 3.11(c), be deemed to constitute Liquidation Proceeds Received by the
Trust in respect of the related Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto for which such Loss of Value Payments were
received; and any Loss of Value Payments transferred to the Pool Custodial
Account pursuant to clause (iv) of the prior paragraph shall, except for
purposes of Section 3.11(c), be deemed to constitute Liquidation Proceeds
Received by the Trust in respect of the Trust Mortgage Loan or REO Trust
Mortgage Loan for which such Loss of Value Payments are being transferred to the
Pool Custodial Account to cover an item contemplated by clauses (i) - (iii) of
the prior paragraph.

     On the Trust Master Servicer Remittance Date related to the Final
Distribution Date, the Special Servicer shall withdraw from the Loss of Value
Reserve Fund and transfer to the Trustee, for deposit in the Collection Account
and, thereafter, for distribution on the Final Distribution Date, an amount
equal to the lesser of (i) the entire amount, if any, then on deposit in the
Loss of Value Reserve Fund and (ii) the excess, if any, of the aggregate amount
needed to distribute to the Holders of the Regular Interest Certificates in
accordance with Section 9.01(a), all Distributable Certificate Interest then
payable thereto, together with the aggregate Certificate Principal Balance of,
and all Loss


                                     -146-


Reimbursement Amounts for such Final Distribution Date in respect of, the
respective Classes of the Regular Interest Certificates, over the Available
Distribution Amount for the Final Distribution Date (calculated without regard
to such transfer from the Loss of Value Reserve Fund to the Collection Account).
Such Loss of Value Payments so deposited in the Collection Account shall
constitute part of the Available Distribution Amount for the Final Distribution
Date. Any amount remaining in the Loss of Value Reserve Fund on the Final
Distribution Date, after application in accordance with the second preceding
sentence, shall be distributable to the Holders of the Class R-III Certificates
on the Final Distribution Date.

     SECTION 3.05A. Permitted Withdrawals From the Loan Combination Custodial
                    Accounts.

     The Master Servicer may, from time to time, make withdrawals from the Loan
Combination Custodial Account related to each Serviced Loan Combination for any
of the following purposes (the order set forth below not constituting an order
of priority for such withdrawals, except to the extent expressly provided in the
related Co-Lender Agreement):

         (i) to make remittances each month, on or before the related Loan
  Combination Master Servicer Remittance Date occurring in such month (and at
  such other times as may be required under the related Co-Lender Agreement), to
  the respective holders of the Mortgage Loans or any successor REO Mortgage
  Loans contained in the subject Serviced Loan Combination, including the Trust
  (as holder of the Trust Mortgage Loan contained in the subject Serviced Loan
  Combination or any successor REO Trust Mortgage Loan with respect thereto, as
  applicable), all in accordance with the related Co-Lender Agreement, such
  remittances to the Trust to be made into the Pool Custodial Account;

         (ii) to reimburse, first, the Fiscal Agent, second, the Trustee, and
  last, itself, in that order, for unreimbursed P&I Advances made by such party
  (with its own funds) with respect to the Trust Mortgage Loan included in the
  subject Serviced Loan Combination or any successor REO Trust Mortgage Loan
  with respect thereto, any such reimbursement pursuant to this clause (ii) with
  respect to any such P&I Advance to be made out of amounts on deposit in the
  related Loan Combination Custodial Account that would otherwise be
  distributable to the Trust as late collections of interest on and/or principal
  of the Trust Mortgage Loan included in the subject Serviced Loan Combination
  or any successor REO Mortgage Loan with respect thereto, as the case may be,
  without regard to such P&I Advance, such reimbursement to be deducted (if and
  to the extent so provided in the related Co-Lender Agreement) from the amounts
  otherwise so distributable;

         (iii) to reimburse, first, the Fiscal Agent, second, the Trustee,
  third, itself, and last, the Special Servicer, in that order, for any
  unreimbursed Servicing Advances made thereby with respect to the subject
  Serviced Loan Combination or any related REO Property, any such party's
  respective rights to reimbursement pursuant to this clause (iii) with respect
  to any Servicing Advance being limited to amounts on deposit in the related
  Loan Combination Custodial Account that represent payments made by or on
  behalf of the related Mortgagor to cover the item for which such Servicing
  Advance was made, and to amounts on deposit in the related Loan Combination
  Custodial Account that represent Liquidation Proceeds, Condemnation Proceeds,
  Insurance Proceeds and, if applicable, REO Revenues (in each case, if


                                     -147-


  applicable, net of any Liquidation Fee or Workout Fee payable therefrom)
  received in respect of the subject Serviced Loan Combination or any related
  REO Property (with, if and to the extent applicable under the related
  Co-Lender Agreement, a corresponding allocation of such Servicing Advance and
  the reimbursement thereof to one or more of the Mortgage Loans comprising the
  subject Serviced Loan Combination or any successor REO Mortgage Loans with
  respect thereto, and a corresponding deduction of such Servicing Advance from
  the amounts otherwise distributable under the related Co-Lender Agreement to
  one or more of the respective holders of the Mortgage Loans comprising the
  subject Serviced Loan Combination or any successor REO Mortgage Loans with
  respect thereto, all in accordance with the related Co-Lender Agreement, and
  taking into account the subordination of the Non-Trust Mortgage Loan(s)
  included in the subject Serviced Loan Combination or any successor REO
  Mortgage Loan(s) with respect thereto);

         (iv) to pay the Fiscal Agent, the Trustee and itself for any unpaid
  interest accrued and payable hereunder on any P&I Advance made thereby under
  this Agreement on the Trust Mortgage Loan included in such Serviced Loan
  Combination or any successor REO Mortgage Loan with respect thereto, any such
  payment (as and to the extent provided in the related Co-Lender Agreement) to
  be made pursuant to this clause (iv) out of: first, any amounts on deposit in
  the related Loan Combination Custodial Account that would otherwise be
  distributable under the related Co-Lender Agreement to the holders of the
  Mortgage Loans comprising the subject Serviced Loan Combination or any
  successor REO Mortgage Loans with respect thereto as Default Charges on their
  respective Mortgage Loans or any successor REO Mortgage Loans with respect
  thereto, all in accordance with Section 3.26, with such payment to be deducted
  from the amounts otherwise so distributable; and second, to the maximum extent
  permitted by the related Co-Lender Agreement, any amounts on deposit in the
  related Loan Combination Custodial Account that would otherwise be
  distributable under the related Co-Lender Agreement to the related Non-Trust
  Mortgage Loan Noteholder(s) as collections of interest on and/or principal of,
  or any other relevant amounts with respect to, the Non-Trust Mortgage Loan(s)
  included in the subject Serviced Loan Combination or any successor REO
  Mortgage Loan(s) with respect thereto, with such payment to be deducted (if
  and to the extent so provided in the related Co-Lender Agreement) from such
  amounts otherwise so distributable; and third, any remaining amounts on
  deposit in the related Loan Combination Custodial Account that would otherwise
  be distributable under the related Co-Lender Agreement to the holders of the
  Mortgage Loans comprising the subject Serviced Loan Combination or any
  successor REO Mortgage Loans with respect thereto (with, if and to the extent
  applicable under the related Co-Lender Agreement, a corresponding allocation
  of the remaining portion of such interest on such P&I Advance and the payment
  thereof to one or more of the Mortgage Loans comprising the subject Serviced
  Loan Combination or any successor REO Mortgage Loans with respect thereto, and
  a corresponding deduction of the remaining portion of such interest on such
  P&I Advance from such remaining amounts otherwise so distributable under the
  related Co-Lender Agreement to one or more of the respective holders of the
  Mortgage Loans comprising the subject Serviced Loan Combination or any
  successor REO Mortgage Loans with respect thereto, all in accordance with the
  related Co-Lender Agreement, and taking into account the subordination of the
  Non-Trust Mortgage Loan(s) included in the subject Serviced Loan Combination
  or any successor REO Mortgage Loan(s) with respect thereto); provided that, in
  the case of subclauses second and third of this clause (iv), such payment
  shall be made only to the extent the related P&I Advance has been or is
  contemporaneously being reimbursed and only insofar as such unpaid interest is


                                     -148-


  not then payable pursuant to a withdrawal made in accordance with subclause
  first of this clause (iv);

         (v) to pay the Fiscal Agent, the Trustee, itself and the Special
  Servicer for any unpaid interest accrued and payable hereunder on any
  Servicing Advance made thereby under this Agreement with respect to the
  subject Serviced Loan Combination or any related REO Property, any such
  payment (as and to the extent provided in the related Co-Lender Agreement) to
  be made pursuant to this clause (v) out of: first, any amounts on deposit in
  the related Loan Combination Custodial Account that would otherwise be
  distributable under the related Co-Lender Agreement to the holders of the
  Mortgage Loans comprising the subject Serviced Loan Combination or any
  successor REO Mortgage Loans with respect thereto as Default Charges on their
  respective Mortgage Loans or any successor REO Mortgage Loans with respect
  thereto, all in accordance with Section 3.26, with such payment to be deducted
  from such amounts otherwise so distributable; second, to the maximum extent
  permitted by the related Co-Lender Agreement, any amounts on deposit in the
  related Loan Combination Custodial Account that would otherwise be
  distributable under the related Co-Lender Agreement to the related Non-Trust
  Mortgage Loan Noteholder(s) as collections of interest on and/or principal of,
  or any other relevant amounts with respect to, the Non-Trust Mortgage Loan(s)
  included in the subject Serviced Loan Combination or any successor REO
  Mortgage Loan with respect thereto, with such payment to be deducted (if and
  to the extent so provided in the related Co-Lender Agreement) from such
  amounts otherwise so distributable; and third, any remaining amounts on
  deposit in the related Loan Combination Custodial Account that would otherwise
  be distributable under the related Co-Lender Agreement to the holders of the
  Mortgage Loans comprising the subject Serviced Loan Combination or any
  successor REO Mortgage Loans with respect thereto (with, if and to the extent
  applicable under the related Co-Lender Agreement, a corresponding allocation
  of the remaining portion of such interest on such Servicing Advance and the
  payment thereof to one or more of the Mortgage Loans comprising the subject
  Serviced Loan Combination or any successor REO Mortgage Loans with respect
  thereto, and a corresponding deduction of the remaining portion of such
  interest on such Servicing Advance from such remaining amounts otherwise so
  distributable under the related Co-Lender Agreement to one or more of the
  respective holders of the Mortgage Loans comprising the subject Serviced Loan
  Combination or any successor REO Mortgage Loans with respect thereto, all in
  accordance with the related Co-Lender Agreement, and taking into account the
  subordination of the Non-Trust Mortgage Loan(s) included in the subject
  Serviced Loan Combination or any successor REO Mortgage Loan(s) with respect
  thereto); provided that, in the case of subclause second and third of this
  clause (v), such payment shall be made only to the extent the related
  Servicing Advance has been or is contemporaneously being reimbursed and only
  insofar as such unpaid interest is not then payable pursuant to a withdrawal
  made in accordance with subclause first above of this clause (v);

         (vi) to pay to itself any earned and unpaid Master Servicing Fees with
  respect to each Mortgage Loan and successor REO Mortgage Loan contained in the
  subject Serviced Loan Combination, the right of the Master Servicer to payment
  pursuant to this clause (vi) with respect to any such Mortgage Loan or
  successor REO Mortgage Loan being limited to amounts on deposit in the related
  Loan Combination Custodial Account that were received on or in respect of such
  Mortgage Loan or such successor REO Mortgage Loan, as the case may be, and are
  allocable as a recovery of interest thereon;


                                     -149-


         (vii) to reimburse, first, the Fiscal Agent, second, the Trustee, and
  last, itself, in that order, for any unreimbursed P&I Advances made by such
  party (with its own funds) with respect to the Trust Mortgage Loan included in
  the subject Serviced Loan Combination or any successor REO Trust Mortgage Loan
  with respect thereto that such party has determined are Nonrecoverable
  Advances, any such reimbursement (as and to the extent provided in the related
  Co-Lender Agreement) to be made pursuant to this clause (vii) out of: first,
  to the maximum extent permitted under the related Co-Lender Agreement, any
  amounts on deposit in the related Loan Combination Custodial Account that
  would otherwise be distributable under the related Co-Lender Agreement to the
  related Non-Trust Mortgage Loan Noteholder(s) as collections of interest on
  and/or principal of, or any other relevant amounts with respect to, the
  Non-Trust Mortgage Loan(s) included in the subject Serviced Loan Combination
  or any successor REO Mortgage Loan(s) with respect thereto, with such payment
  to be deducted (if and to the extent so provided in the related Co-Lender
  Agreement) from such amounts otherwise so distributable; and second, any
  remaining amounts on deposit in the related Loan Combination Custodial Account
  that would otherwise be distributable under the related Co-Lender Agreement to
  the holders of the Mortgage Loans comprising the subject Serviced Loan
  Combination or any successor REO Mortgage Loans with respect thereto (with, if
  and to the extent applicable under the related Co-Lender Agreement, a
  corresponding allocation of the remaining portion of such P&I Advances and the
  reimbursement thereof to one or more of the Mortgage Loans comprising the
  subject Serviced Loan Combination or any successor REO Mortgage Loans with
  respect thereto, and a corresponding deduction of the remaining portion of
  such P&I Advances from such remaining amounts otherwise so distributable under
  the related Co-Lender Agreement to one or more of the respective holders of
  the Mortgage Loans comprising the subject Serviced Loan Combination or any
  successor REO Mortgage Loans with respect thereto, all in accordance with the
  related Co-Lender Agreement, and taking into account the subordination of the
  Non-Trust Mortgage Loan(s) included in the subject Serviced Loan Combination
  or any successor REO Mortgage Loan(s) with respect thereto);

         (viii) [RESERVED];

         (ix) to reimburse, first, the Fiscal Agent, second, the Trustee, third,
  itself, and last, the Special Servicer, in that order, for any unreimbursed
  Servicing Advance made by such party (with its own funds) with respect to the
  subject Serviced Loan Combination or any related REO Property that such party
  has determined is a Nonrecoverable Advance, any such reimbursement (as and to
  the extent provided in the related Co-Lender Agreement) to be made pursuant to
  this clause (ix) out of: first, to the maximum extent permitted by the related
  Co-Lender Agreement, amounts on deposit in the related Loan Combination
  Custodial Account that would otherwise be distributable under the related
  Co-Lender Agreement to the related Non-Trust Mortgage Loan Noteholder(s) as
  collections of interest on and/or principal of, or any other relevant amounts
  with respect to, the Non-Trust Mortgage Loan(s) included in the subject
  Serviced Loan Combination or any successor REO Mortgage Loan(s) with respect
  thereto, with such reimbursement to be deducted (if and to the extent so
  provided in the related Co-Lender Agreement) from the amounts otherwise so
  distributable; and, second, any remaining amounts on deposit in the related
  Loan Combination Custodial Account that would otherwise be distributable under
  the related Co-Lender Agreement to the holders of the Mortgage Loans
  comprising the subject Serviced Loan Combination or any successor REO Mortgage
  Loans with respect thereto (with, if and to the extent applicable under the
  related Co-Lender Agreement, a corresponding


                                     -150-


  allocation of the remaining portion of such Servicing Advance and the
  reimbursement thereof to one or more of the Mortgage Loans comprising the
  subject Serviced Loan Combination or any successor REO Mortgage Loans with
  respect thereto, and a corresponding deduction of the remaining portion of
  such Servicing Advance from such remaining amounts otherwise so distributable
  under the related Co-Lender Agreement to one or more of the respective holders
  of the Mortgage Loans comprising the subject Serviced Loan Combination or any
  successor REO Mortgage Loans with respect thereto, all in accordance with the
  related Co-Lender Agreement, and taking into account the subordination of the
  Non-Trust Mortgage Loan(s) included in the subject Serviced Loan Combination
  or any successor REO Mortgage Loan(s) with respect thereto);

         (x) to pay to the Special Servicer any earned and unpaid Special
  Servicing Fees in respect of the subject Serviced Loan Combination, any such
  payment (as and to the extent provided in the related Co-Lender Agreement) to
  be made pursuant to this clause (x) out of: first, to the maximum extent
  permitted under the related Co-Lender Agreement, any amounts on deposit in the
  related Loan Combination Custodial Account that would otherwise be
  distributable under the related Co-Lender Agreement to the related Non-Trust
  Mortgage Loan Noteholder(s) as collections of interest on and/or principal of,
  or any other relevant amounts with respect to, the Non-Trust Mortgage Loan(s)
  included in the subject Serviced Loan Combination or any successor REO
  Mortgage Loan(s) with respect thereto, with such payment to be deducted (if
  and to the extent so provided in the related Co-Lender Agreement) from such
  amounts otherwise so distributable; and, second, any remaining amounts on
  deposit in the related Loan Combination Custodial Account that would otherwise
  be distributable under the related Co-Lender Agreement to the holders of the
  Mortgage Loans comprising the subject Serviced Loan Combination or any
  successor REO Mortgage Loans with respect thereto (with, if and to the extent
  applicable under the related Co-Lender Agreement, a corresponding allocation
  of the remaining portion of such Special Servicing Fees and the payment
  thereof to one or more of the Mortgage Loans comprising the subject Serviced
  Loan Combination or any successor REO Mortgage Loans with respect thereto, and
  a corresponding deduction of the remaining portion of such Special Servicing
  Fees from such remaining amounts otherwise so distributable under the related
  Co-Lender Agreement to one or more of the respective holders of the Mortgage
  Loans comprising the subject Serviced Loan Combination or any successor REO
  Mortgage Loans with respect thereto, all in accordance with the related
  Co-Lender Agreement, and taking into account the subordination of the
  Non-Trust Mortgage Loan(s) included in the subject Serviced Loan Combination
  or any successor REO Mortgage Loan(s) with respect thereto);

         (xi) to pay the Special Servicer (or, if applicable, a predecessor
  Special Servicer) earned and unpaid Workout Fees and Liquidation Fees in
  respect of the subject Loan Combination, in the amounts and, subject to the
  following priority, from the sources specified in Section 3.11(c) out of:
  first, to the maximum extent permitted under the related Co-Lender Agreement,
  any amounts on deposit in the related Loan Combination Custodial Account that
  would otherwise be distributable under the related Co-Lender Agreement to the
  related Non-Trust Mortgage Loan Noteholder(s) as collections of interest on
  and/or principal of, or any other relevant amounts with respect to, the
  Non-Trust Mortgage Loan(s) included in the subject Serviced Loan Combination
  or any successor REO Mortgage Loan(s) with respect thereto, with such payment
  to be deducted (if and to the extent so provided in the related Co-Lender
  Agreement) from such amounts otherwise so distributable; and, second, any
  remaining amounts


                                     -151-


  on deposit in the related Loan Combination Custodial Account that would
  otherwise be distributable under the related Co-Lender Agreement to the
  holders of the Mortgage Loans comprising the subject Serviced Loan Combination
  or any successor REO Mortgage Loans with respect thereto (with, if and to the
  extent applicable under the related Co-Lender Agreement, a corresponding
  allocation of the remaining portion of such Workout Fees and/or Liquidation
  Fees and the payment thereof to one or more of the Mortgage Loans comprising
  the subject Serviced Loan Combination or any successor REO Mortgage Loans with
  respect thereto, and a corresponding deduction of the remaining portion of
  such Workout Fees and/or Liquidation Fees from such remaining amounts
  otherwise so distributable under the related Co-Lender Agreement to one or
  more of the respective holders of the Mortgage Loans comprising the subject
  Serviced Loan Combination or any successor REO Mortgage Loans with respect
  thereto, all in accordance with the related Co-Lender Agreement, and taking
  into account the subordination of the Non-Trust Mortgage Loan(s) included in
  the subject Serviced Loan Combination or any successor REO Mortgage Loan(s)
  with respect thereto);

         (xii) to pay for (A) costs and expenses incurred with respect to the
  Mortgaged Property securing the subject Serviced Loan Combination pursuant to
  Section 3.09(c) (other than the costs of environmental testing, which are to
  be covered by, and reimbursable as, a Servicing Advance), (B) the costs and
  expenses of obtaining appraisals of such Mortgaged Property pursuant to
  Section 3.11(h), 3.18 or Section 4.03(c), as applicable, (C) any servicing
  expenses incurred with respect to the subject Serviced Loan Combination or any
  related REO Property, that would, if advanced, constitute Nonrecoverable
  Servicing Advances, in accordance with Section 3.11(i), and (D) the fees of
  any Independent Contractor retained with respect to any REO Property related
  to the subject Serviced Loan Combination pursuant to Section 3.17(d) (to the
  extent that it has not paid itself such fees prior to remitting collections on
  such REO Property to the Special Servicer), any such payment (as and to the
  extent provided in the related Co-Lender Agreement) to be made pursuant to
  this clause (xii) out of: first, to the maximum extent permitted under the
  related Co-Lender Agreement, any amounts on deposit in the related Loan
  Combination Custodial Account that would otherwise be distributable under the
  related Co-Lender Agreement to the related Non-Trust Mortgage Loan
  Noteholder(s) as collections of interest on and/or principal of, or any other
  relevant amounts with respect to, the Non-Trust Mortgage Loan(s) included in
  the subject Serviced Loan Combination or any successor REO Mortgage Loan(s)
  with respect thereto, with such payment to be deducted (if and to the extent
  so provided in the related Co-Lender Agreement) from such amounts otherwise so
  distributable; and, second, any remaining amounts on deposit in the related
  Loan Combination Custodial Account that would otherwise be distributable under
  the related Co-Lender Agreement to the holders of the Mortgage Loans
  comprising the subject Serviced Loan Combination or any successor REO Mortgage
  Loans with respect thereto (with, if and to the extent applicable under the
  related Co-Lender Agreement, a corresponding allocation of the remaining
  portion of such items specified in subclauses (A)-(D) of this clause (xii) and
  the payment thereof to one or more of the Mortgage Loans comprising the
  subject Serviced Loan Combination or any successor REO Mortgage Loans with
  respect thereto, and a corresponding deduction of the remaining portion of
  such items specified in subclauses (A)-(D) of this clause (xii) from such
  remaining amounts otherwise so distributable under the related Co-Lender
  Agreement to one or more of the respective holders of the Mortgage Loans
  comprising the subject Serviced Loan Combination or any successor REO Mortgage
  Loans with respect thereto, all in accordance with the related Co-Lender
  Agreement, and taking into account the subordination of the Non-Trust Mortgage


                                     -152-


  Loan(s) included in the subject Serviced Loan Combination or any successor REO
  Mortgage Loan(s) with respect thereto);

         (xiii) to pay itself, as additional master servicing compensation in
  accordance with Section 3.11(b), interest and investment income earned in
  respect of amounts held in the related Loan Combination Custodial Account as
  provided in Section 3.06(b), but only to the extent of the Net Investment
  Earnings with respect to the related Loan Combination Custodial Account for
  any related Investment Period;

         (xiv) to pay itself, the Special Servicer, the Depositor or any of
  their respective members, managers, directors, officers, employees and agents,
  as the case may be, any amounts payable to any such Person pursuant to Section
  6.03, to the extent such amounts relate to the subject Loan Combination, any
  such payment (as and to the extent provided in the related Co-Lender
  Agreement) to be made pursuant to this clause (xiv) out of: first, to the
  maximum extent permitted under the related Co-Lender Agreement, any amounts on
  deposit in the related Loan Combination Custodial Account that would otherwise
  be distributable under the related Co-Lender Agreement to the related
  Non-Trust Mortgage Loan Noteholder(s) as collections of interest on and/or
  principal of, or any other relevant amounts with respect to, the Non-Trust
  Mortgage Loan(s) included in the subject Serviced Loan Combination or any
  successor REO Mortgage Loan(s) with respect thereto, with such payment to be
  deducted (if and to the extent so provided in the related Co-Lender Agreement)
  from such amounts otherwise so distributable; and, second, any remaining
  amounts on deposit in the related Loan Combination Custodial Account that
  would otherwise be distributable under the related Co-Lender Agreement to the
  holders of the Mortgage Loans comprising the subject Serviced Loan Combination
  or any successor REO Mortgage Loans with respect thereto (with, if and to the
  extent applicable under the related Co-Lender Agreement, a corresponding
  allocation of the remaining portion of such amounts payable pursuant to
  Section 6.03 and the payment thereof to one or more of the Mortgage Loans
  comprising the subject Serviced Loan Combination or any successor REO Mortgage
  Loans with respect thereto, and a corresponding deduction of the remaining
  portion of such amounts payable pursuant to Section 6.03 from such remaining
  amounts otherwise so distributable under the related Co-Lender Agreement to
  one or more of the respective holders of the Mortgage Loans comprising the
  subject Serviced Loan Combination or any successor REO Mortgage Loans with
  respect thereto, all in accordance with the related Co-Lender Agreement, and
  taking into account the subordination of the Non-Trust Mortgage Loan(s)
  included in the subject Serviced Loan Combination or any successor REO
  Mortgage Loan(s) with respect thereto);

         (xv) to pay (out of amounts otherwise payable thereto under the related
  Co-Lender Agreement on any related Loan Combination Master Servicer Remittance
  Date) the respective shares of the holders of the Mortgage Loans or any REO
  Mortgage Loans contained in the subject Serviced Loan Combination of the cost
  of recording of the related Co-Lender Agreement in accordance with Section
  6.02(a) of such Co-Lender Agreement;

         (xvi) to pay for the cost of recording this Agreement and the cost of
  any corresponding Opinion of Counsel, insofar as such recordation is for the
  benefit of the holders of the Mortgage Loans or any successor REO Mortgage
  Loans contained in the subject Serviced Loan Combination, any such payment (as
  and to the extent provided in the related Co-Lender


                                     -153-


  Agreement) to be made pursuant to this clause (xvi) out of: first, to the
  maximum extent permitted under the related Co-Lender Agreement, any amounts on
  deposit in the related Loan Combination Custodial Account that would otherwise
  be distributable under the related Co-Lender Agreement to the related
  Non-Trust Mortgage Loan Noteholder(s) as collections of interest on and/or
  principal of, or any other relevant amounts with respect to, the Non-Trust
  Mortgage Loan(s) included in the subject Serviced Loan Combination or any
  successor REO Mortgage Loan(s) with respect thereto, with such payment to be
  deducted (if and to the extent so provided in the related Co-Lender Agreement)
  from such amounts otherwise so distributable; and, second, any remaining
  amounts on deposit in the related Loan Combination Custodial Account that
  would otherwise be distributable under the related Co-Lender Agreement to the
  holders of the Mortgage Loans comprising the subject Serviced Loan Combination
  or any successor REO Mortgage Loans with respect thereto (with, if and to the
  extent applicable under the related Co-Lender Agreement, a corresponding
  allocation of the remaining portion of such costs and the payment thereof to
  one or more of the Mortgage Loans comprising the subject Serviced Loan
  Combination or any successor REO Mortgage Loans with respect thereto, and a
  corresponding deduction of the remaining portion of such costs from such
  remaining amounts otherwise so distributable under the related Co-Lender
  Agreement to one or more of the respective holders of the Mortgage Loans
  comprising the subject Serviced Loan Combination or any successor REO Mortgage
  Loans with respect thereto, all in accordance with the related Co-Lender
  Agreement, and taking into account the subordination of the Non-Trust Mortgage
  Loan(s) included in the subject Serviced Loan Combination or any successor REO
  Mortgage Loan(s) with respect thereto);

         (xvii) to the extent (A) consistent with the Co-Lender Agreement for
  the subject Serviced Loan Combination and (B) not otherwise included among the
  payments contemplated by clause (i) above of this Section 3.05A, to transfer
  to the Pool Custodial Account the aggregate of all Additional Trust Fund
  Expenses and/or any other amounts relating to the subject Serviced Loan
  Combination, that have been previously paid out of the Pool Custodial Account
  pursuant to Section 3.05(a) and that, if not previously paid out of the Pool
  Custodial Account in accordance with Section 3.05(a), would have been
  otherwise payable from such Loan Combination Custodial Account under this
  Section 3.05A;

         (xviii) if the related Co-Lender Agreement permits any related
  Non-Trust Mortgage Loan Noteholder to cure defaults under the Trust Mortgage
  Loan included in the subject Serviced Loan Combination, to reimburse any
  amounts paid by the applicable Non-Trust Mortgage Loan Noteholder in
  connection with exercising such cure rights, such Non-Trust Mortgage Loan
  Noteholder's right to reimbursement under this clause (xviii) to be limited to
  amounts on deposit in the related Loan Combination Custodial Account that
  represent collections on the subject Serviced Loan Combination that are
  specifically allocable to such reimbursement in accordance with the related
  Co-Lender Agreement; and

         (xix) to clear and terminate such Loan Combination Custodial Account at
  the termination of this Agreement pursuant to Section 9.01;

provided that, in the case of the 757 Third Avenue Loan Group, any costs,
expenses, advance reimbursement and other items payable out of amounts otherwise
distributable to the related Non-Trust


                                     -154-


Mortgage Loan Noteholders shall be allocated between such Non-Trust Mortgage
Loan Noteholders in accordance with the 757 Third Avenue Co-Lender Agreement.

     The Master Servicer shall keep and maintain separate accounting records in
connection with any withdrawal from each Loan Combination Custodial Account
pursuant to clauses (ii) through (xviii) of the preceding paragraph.

     The Master Servicer shall pay to each of the Special Servicer (or to
third-party contractors at the direction of the Special Servicer), the Trustee
or the Fiscal Agent, as applicable, from each Loan Combination Custodial
Account, amounts permitted to be paid thereto from such account promptly upon
receipt of a written statement of (i) a Servicing Officer of the Special
Servicer or (ii) a Responsible Officer of the Trustee or the Fiscal Agent, as
the case may be, in each case describing the item and amount to which the
Special Servicer (or such third-party contractor), the Trustee or the Fiscal
Agent, as the case may be, is entitled (unless such payment to the Special
Servicer, the Trustee or the Fiscal Agent, as the case may be, is clearly
required pursuant to this Agreement, in which case written statements shall not
be required). The Master Servicer may rely conclusively on any such written
statement and shall have no duty to re-calculate the amounts stated therein. The
parties seeking payment pursuant to this section shall each keep and maintain
separate accounting for the purpose of justifying any request for withdrawal
from each Loan Combination Custodial Account, on a loan-by-loan basis.

     In the case of each Serviced Loan Combination, the Master Servicer shall
remit or cause to be remitted to the respective Serviced Non-Trust Mortgage Loan
Noteholder, within one Business Day of the Master Servicer's receipt thereof,
late collections (not including Principal Prepayments) received on the related
Serviced Non-Trust Mortgage Loan subsequent to the related Determination Date
therefor in any particular month (exclusive of any portion of such amount
payable or reimbursable to any third party in accordance in accordance with this
Agreement and the related Co-Lender Agreement), to the extent such amount is not
otherwise included or scheduled to be included in a normal monthly remittance
during such month to such Serviced Non-Trust Mortgage Loan Noteholder and in
respect of which an advance is required to be made or has been made by a service
provider of the related securitization trust.

     To the extent (i) consistent with the Co-Lender Agreement for the related
Serviced Loan Combination and (ii) not otherwise included as part of the normal
monthly remittance, the Master Servicer shall transfer from each Loan
Combination Custodial Account to the Pool Custodial Account, promptly upon
amounts for such purposes becoming available in such Loan Combination Custodial
Account, the aggregate of all Additional Trust Fund Expenses and/or any other
amounts relating to such Serviced Loan Combination, that have been previously
paid out of the Pool Custodial Account pursuant to Section 3.05(a) and that, if
not previously paid out of the Pool Custodial Account in accordance with Section
3.05(a), would have been otherwise payable from such Loan Combination Custodial
Account under this Section 3.05A.

     In accordance with Article IV of the Co-Lender Agreement for each Serviced
Loan Combination, the Master Servicer shall, as and when required thereunder,
withdraw from the related Loan Combination Custodial Account and (i) transfer to
the Pool Custodial Account all amounts to be remitted to the Trust as holder of
the Trust Mortgage Loan included in such Serviced Loan Combination and/or any
successor REO Trust Mortgage Loan with respect thereto and (ii) remit to the
related Serviced Non-Trust Mortgage Loan Noteholder(s) all amounts to be
remitted thereto with respect to the


                                     -155-


Serviced Non-Trust Mortgage Loan(s) included in such Serviced Loan Combination
and/or any successor REO Mortgage Loan with respect thereto. Monthly remittances
to the holder(s) of the Non-Trust Mortgage Loan(s) included in any Serviced Loan
Combination and/or any successor REO Mortgage Loan(s) with respect thereto
shall, in each case, be made on the related Loan Combination Master Servicer
Remittance Date in accordance with the reasonable instructions of such
respective holder(s).

     SECTION 3.06. Investment of Funds in the Collection Account, the Servicing
                   Accounts, the Reserve Accounts, the Defeasance Deposit
                   Account, the Custodial Accounts, the REO Accounts, the
                   Interest Reserve Account and the Excess Liquidation Proceeds
                   Account.

     (a) (i) The Master Servicer may direct in writing any depository
institution maintaining a Servicing Account, a Reserve Account, the Defeasance
Deposit Account or a Custodial Account (any of the foregoing accounts listed in
this clause (i), a "Master Servicer Account"), (ii) the Special Servicer may
direct in writing any depository institution maintaining an REO Account, and
(iii) the Trustee may direct (pursuant to a standing order or otherwise) any
depository institution maintaining the Collection Account, the Interest Reserve
Account or the Excess Liquidation Proceeds Account (any of the foregoing
accounts listed in this clause (iii), a "Trustee Account"; and any of the Master
Servicer Accounts, the REO Accounts and Trustee Accounts, an "Investment
Account"), to invest, or if it is such depository institution, may itself
invest, the funds held therein (other than, in the case of the Pool Custodial
Account, the Initial Deposits) in one or more Permitted Investments bearing
interest or sold at a discount, and maturing, unless payable on demand, (x) no
later than the Business Day immediately preceding the next succeeding date on
which such funds are required to be withdrawn from such account pursuant to this
Agreement or (y) if and to the extent that the depository institution
maintaining such Investment Account is the obligor on such investment, no later
than the time and date as of which such funds are required to be withdrawn from
such account pursuant to this Agreement (but in any event prior to distributions
on the Certificates or any transfers to another Investment Account being made on
or before the related Distribution Date); provided that in the case of any
Servicing Account, any Reserve Account or the Defeasance Deposit Account, such
investment direction shall be subject to the related loan documents and
applicable law.

     All such Permitted Investments shall be held to maturity, unless payable on
demand. Any investment of funds in an Investment Account shall be made in the
name of the Trustee (in its capacity as such) and, in the case of a Permitted
Investment in any Investment Account solely related to a Serviced Loan
Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s). The
Master Servicer (with respect to Permitted Investments of amounts in the Master
Servicer Accounts) and the Special Servicer (with respect to Permitted
Investments of amounts in the REO Accounts), on behalf of the Trustee and, in
the case of any Investment Account solely related to a Serviced Loan
Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s), or the
Trustee in its capacity as such (in the case of any Trustee Account), shall (i)
be the "entitlement holder" of any Permitted Investment that is a "security
entitlement" and (ii) maintain "control" of any Permitted Investment that is a
"certificated security", "uncertificated security" or "deposit account". The
Trustee hereby designates the Master Servicer (with respect to Permitted
Investments of amounts in the Master Servicer Accounts) and the Special Servicer
(with respect to Permitted Investments of amounts in the REO Accounts), as
applicable, as the Person that shall be the "entitlement holder" and maintain
"control" as set forth under clauses (i) and (ii) above. For purposes of this
Section 3.06(a), (i) the terms


                                     -156-


"entitlement holder", "security entitlement", "control" (except with respect to
deposit accounts), "certificated security" and "uncertificated security" shall
have the meanings given such terms in Revised Article 8 (1994 Revision) of the
UCC, and the terms "control" (with respect to deposit accounts) and "deposit
account" shall have the meanings given such terms in Revised Article 9 (1998
Revision) of the UCC, and (ii) "control" of any Permitted Investment in any
Investment Account by the Master Servicer or the Special Servicer shall
constitute "control" by a Person designated by, and acting on behalf of, the
Trustee and, in the case of any Investment Account solely related to a Serviced
Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s),
for purposes of Revised Article 8 (1994 Revision) of the UCC or Revised Article
9 (1998 Revision) of the UCC, as applicable. If amounts on deposit in an
Investment Account are at any time invested in a Permitted Investment payable on
demand, the Master Servicer (in the case of any Master Server Account), the
Special Servicer (in the case of the REO Accounts) or the Trustee (in the case
of any Trustee Account) shall:

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

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

     (b) Whether or not the Master Servicer directs the investment of funds in
any of the Master Servicer Accounts, interest and investment income realized on
funds deposited therein, to the extent of the Net Investment Earnings, if any,
for each such Investment Account for each related Investment Period (and, in the
case of Servicing Accounts, Reserve Accounts and the Defeasance Deposit Account,
to the extent not otherwise payable to Mortgagors under applicable law or the
related loan documents), shall be for the sole and exclusive benefit of the
Master Servicer and shall be subject to its withdrawal in accordance with
Section 3.03(a), 3.03(d), 3.04(a), 3.04A(b), 3.05(a) or 3.05A, as applicable.
Whether or not the Special Servicer directs the investment of funds in any of
the REO Accounts, interest and investment income realized on funds deposited
therein, to the extent of the Net Investment Earnings, if any, for such
Investment Account for each related Investment Period, shall be for the sole and
exclusive benefit of the Special Servicer and shall be subject to its withdrawal
in accordance with Section 3.16(b). Whether or not the Trustee directs the
investment of funds in any of the Trustee Accounts, interest and investment
income realized on funds deposited therein, to the extent of the Net Investment
Earnings, if any, for such Investment Account for each related Investment
Period, shall be for the sole and exclusive benefit of the Trustee and shall be
subject to its withdrawal in accordance with Section 3.05(b), 3.05(c) or
3.05(d), as the case may be. If any loss shall be incurred in respect of any
Permitted Investment on deposit in any Investment Account, the Master Servicer
(in the case of (i) the Servicing Accounts, the Reserve Accounts and the
Defeasance Deposit Account (except to the extent that any investment of funds
with respect thereto is at the direction of a Mortgagor in accordance with the
related loan documents or applicable law) and (ii) the Custodial Accounts), the
Special Servicer (in the case of the REO Accounts) and the Trustee (in the case
of any Trustee Account) shall promptly deposit therein from its own funds,
without right of reimbursement, no later than the end of the related Investment
Period, during which such loss was incurred, the amount of the Net Investment
Loss, if any, for such Investment Account for such Investment Period.
Notwithstanding any of the


                                     -157-


foregoing provisions of this Section 3.06, no party shall be required under this
Agreement to deposit any loss on a deposit of funds in an Investment Account if
such loss is incurred solely as a result of the insolvency of the federal or
state chartered depository institution or trust company with which such deposit
was maintained so long as such depository institution or trust company satisfied
the conditions set forth in the definition of "Eligible Account" at the time
such deposit was made and also as of a date no earlier than 30 days prior to the
insolvency.

     (c) Except as expressly provided otherwise in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may, and subject to Section 8.02, upon the request of
the Certificateholders entitled to a majority of the Voting Rights allocated to
any Class, shall take such action as may be appropriate to enforce such payment
or performance, including the institution and prosecution of appropriate
proceedings.

     (d) Notwithstanding the investment of funds held in any Investment Account,
for purposes of the calculations hereunder, including the calculation of the
Available Distribution Amount and the Master Servicer Remittance Amount, the
amounts so invested shall be deemed to remain on deposit in such Investment
Account.

     (e) Notwithstanding the foregoing, the Initial Deposits shall remain
uninvested.

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

     (a) The Master Servicer shall use reasonable efforts, consistent with the
Servicing Standard, to cause to be maintained for each Mortgaged Property that
secures a Serviced Mortgage Loan and is not an REO Property, all insurance
coverage as is required under the related Mortgage (except to the extent that
the failure to maintain such insurance coverage is an Acceptable Insurance
Default); provided that, if and to the extent that any such Mortgage permits the
holder thereof any discretion (by way of consent, approval or otherwise) as to
the insurance coverage that the related Mortgagor is required to maintain, the
Master Servicer or Special Servicer, as the case may be, shall exercise such
discretion in a manner consistent with the Servicing Standard; and provided,
further, that, if and to the extent that a Mortgage so permits, the Master
Servicer or Special Servicer, as the case may be, shall use reasonable efforts
to require the related Mortgagor to obtain the required insurance coverage from
Qualified Insurers that shall have a "claims paying ability" or "financial
strength" rating, as applicable, of at least "A" from S&P and "A3" from Moody's
(or, if not then rated by Moody's, an equivalent rating thereto from at least
one nationally recognized statistical rating agency in addition to S&P) (or, in
the case of each Rating Agency, such lower rating as will not result in an
Adverse Rating Event with respect to any Class of Certificates rated by such
Rating Agency, as evidenced in writing by such Rating Agency); and provided,
further, that the Master Servicer shall cause to be maintained, from Qualified
Insurers having a "claims paying ability" or "financial strength" rating, as
applicable, of at least "A" from S&P and "A3" from Moody's (or, if not then
rated by Moody's, an equivalent rating thereto from at least one nationally
recognized statistical rating agency in addition to S&P) (or, in the case of
each Rating Agency, such lower rating as will not result in an Adverse Rating
Event with respect to any Class of Certificates rated by such Rating Agency, as
evidenced in writing by such Rating Agency), for any such Mortgaged Property any
such insurance that the related Mortgagor is required but fails to maintain, but
only to the extent that (i) the Trustee (as mortgagee of record on behalf of the
Certificateholders or,


                                     -158-


in the case of a Mortgaged Property that secures a Serviced Loan Combination,
the Certificateholders and the related Non-Trust Mortgage Loan Noteholder(s))
has an insurable interest, and (ii) either (A) such insurance is available at a
commercially reasonable rate, or (B) solely in the case of all-risk insurance or
other insurance that covers losses from acts of terrorism, the failure by the
Mortgagor to maintain such insurance has not been determined by the Special
Servicer to constitute an Acceptable Insurance Default. The related Serviced
Loan Combination Controlling Party (in the case of a Mortgaged Property that
secures a Serviced Loan Combination) or the Controlling Class Representative (in
the case of any other Mortgaged Property securing a Serviced Mortgage Loan) may
request that earthquake insurance be secured for such Mortgaged Property by the
related Mortgagor, to the extent such insurance may be obtained at a
commercially reasonable price and provided the related loan documents and
applicable law give the mortgagee the right to request such insurance coverage
and such loan documents require the Mortgagor to obtain earthquake insurance at
the request of the mortgagee. Subject to Section 3.17(a), the Special Servicer,
in accordance with the Servicing Standard, shall also cause to be maintained for
each Administered REO Property no less insurance coverage than was previously
required of the Mortgagor under the related Mortgage; provided that such
insurance is available at commercially reasonable rates and the subject hazards
are at the time commonly insured against for properties similar to the subject
Administered REO Property located in or around the region in which such
Administered REO Property is located (or, in the case of all-risk insurance or
other insurance that covers acts of terrorism, either such insurance is
available at a commercially reasonable rate or, based upon due inquiry in
accordance with the Servicing Standard, the subject hazards are at the time
commonly insured against for properties similar to the subject Administered REO
Property located in or around the region in which such Administered REO Property
is located); and provided, further, that all such insurance shall be obtained
from Qualified Insurers that shall have a "claims paying ability" or "financial
strength" rating, as applicable, of at least "A" from of S&P and "A2" from
Moody's (or, in the case of either Rating Agency, such lower rating as will not
result in an Adverse Rating Event with respect to any Class of Certificates
rated by such Rating Agency, as evidenced in writing by such Rating Agency). All
such insurance policies shall contain (if they insure against loss to property
and do not relate to an REO Property) a "standard" mortgagee clause, with loss
payable to the Master Servicer (in the case of insurance maintained in respect
of Serviced Mortgage Loans, including Specially Serviced Mortgage Loans), and
shall be in the name of the Special Servicer (in the case of insurance
maintained in respect of Administered REO Properties), on behalf of the Trustee.

     Any amounts collected by the Master Servicer or the Special Servicer under
any such policies (other than amounts to be applied to the restoration or repair
of the related Mortgaged Property or REO Property or amounts to be released to
the related Mortgagor, in each case subject to the rights of any tenants and
ground lessors, as the case may be, and in each case in accordance with the
terms of the related Mortgage and the Servicing Standard) shall be deposited in
the applicable Custodial Account in accordance with Section 3.04(a) or 3.04A(a),
as applicable, in the case of amounts received in respect of a Serviced Mortgage
Loan, or in the applicable REO Account in accordance with Section 3.16(b), in
the case of amounts received in respect of an Administered REO Property. Any
cost incurred by the Master Servicer or the Special Servicer in maintaining any
such insurance (including any earthquake insurance maintained at the request of
a Serviced Loan Combination Controlling Party or the Controlling Class
Representative, as applicable) shall not, for purposes hereof, including
calculating monthly distributions to Certificateholders, be added to the unpaid
principal balance or Stated Principal Balance of the related Serviced Mortgage
Loan(s) or REO Mortgage Loan(s), notwithstanding that the terms of such loan so
permit, but shall be recoverable by the Master Servicer or the Special Servicer,
as applicable, as a Servicing Advance.


                                     -159-


     (b) If either the Master Servicer or the Special Servicer shall obtain and
maintain, or cause to be obtained and maintained, a blanket policy or master
force placed policy insuring against hazard losses on all of the Serviced
Mortgage Loans and/or Administered REO Properties that it is required to service
and administer, then, to the extent such policy (i) is obtained from a Qualified
Insurer having (or whose obligations are guaranteed or backed, in writing, by an
entity having) a "claims paying ability" or "financial strength" rating, as
applicable, of at least "A" from S&P and "A3" from Moody's (or, if not then
rated by Moody's, then a rating of "A:IX" or better by A.M. Best's Key Rating
Guide or an equivalent rating to a Moody's "A3" rating from at least one
nationally recognized statistical rating agency in addition to S&P) (or, in the
case of either Rating Agency, such lower rating as will not result in an Adverse
Rating Event with respect to any Class of Certificates rated by such Rating
Agency, as evidenced in writing by such Rating Agency), and (ii) provides
protection equivalent to the individual policies otherwise required, then the
Master Servicer or the Special Servicer, as the case may be, shall conclusively
be deemed to have satisfied its obligation to cause hazard insurance to be
maintained on the related Mortgaged Properties and/or subject Administered REO
Properties. Such blanket policy or master force placed policy may contain a
deductible clause (not in excess of a customary amount), in which case the
Master Servicer or the Special Servicer, as appropriate, shall, if there shall
not have been maintained on the related Mortgaged Property or subject
Administered REO Property an individual hazard insurance policy complying with
the requirements of Section 3.07(a), and there shall have been one or more
losses that would have been covered by such individual policy, promptly deposit
into the applicable Custodial Account from its own funds the amount not
otherwise payable under the blanket policy or master force placed policy because
of the deductible clause therein, to the extent that any such deductible exceeds
the deductible limitation that pertained to the related Serviced Mortgage Loan
(or in the absence of any such deductible limitation, the deductible limitation
for an individual policy which is consistent with the Servicing Standard). The
Master Servicer or the Special Servicer, as appropriate, shall prepare and
present, on behalf of itself, the Trustee, the Certificateholders and, in the
case of a Mortgaged Property that secures a Serviced Loan Combination, the
related Non-Trust Mortgage Loan Noteholder(s), claims under any such blanket
policy or master force placed policy in a timely fashion in accordance with the
terms of such policy.

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


                                     -160-


     Subject to the third paragraph of this Section 3.07(c), each of the Master
Servicer and the Special Servicer shall at all times during the term of this
Agreement (or, in the case of the Special Servicer, at all times during the term
of this Agreement in which Specially Serviced Mortgage Loans and/or Administered
REO Properties are part of the Trust Fund) also keep in force with Qualified
Insurers having (or whose obligations are guaranteed or backed, in writing, by
entities having) a "claims paying ability" or "financial strength" rating, as
applicable, of at least "A" from S&P and "Baa3" from Moody's (or, if not rated
by Moody's, then at least "A:IX" by A.M. Best's Key Rating Guide) (or, in the
case of either Rating Agency, such lower rating as will not result in an Adverse
Rating Event with respect to any Class of Certificates rated by such Rating
Agency, as evidenced in writing by such Rating Agency), a policy or policies of
insurance covering loss occasioned by the errors and omissions of its officers
and employees in connection with its servicing obligations hereunder, which
policy or policies shall be in such form and amount as would permit it to be a
qualified Fannie Mae seller-servicer of multifamily mortgage loans, or in such
other form and amount as would not cause an Adverse Rating Event with respect to
any Class of Certificates (as evidenced in writing from each Rating Agency).
Each of the Master Servicer and the Special Servicer shall be deemed to have
complied with the foregoing provisions if an Affiliate thereof has such
insurance and, by the terms of such policy or policies, the coverage afforded
thereunder extends to the Master Servicer or the Special Servicer, as the case
may be.

     Notwithstanding the foregoing, for so long as the long-term debt
obligations of the Master Servicer or Special Servicer (or its direct corporate
parent if such parent is responsible for the obligations of the Master Servicer
or Special Servicer, as applicable), as the case may be, are rated at least "A"
from S&P and "A3" from Moody's (or, in the case of either Rating Agency, such
lower rating as will not result in an Adverse Rating Event with respect to any
Class of Certificates rated by such Rating Agency, as evidenced in writing by
such Rating Agency), such Person may self-insure with respect to the risks
described in this Section 3.07(c).

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


                                     -161-


the dates by which any claim must be made or any action must be taken under such
policy to realize the full value thereof for the benefit of the
Certificateholders.

     The Master Servicer (in the case of Performing Serviced Mortgage Loans) and
the Special Servicer (in the case of Specially Serviced Mortgage Loans and
Administered REO Properties) shall each abide by the terms and conditions
precedent to payment of claims under the Environmental Insurance Policies with
respect to the Environmentally Insured Mortgage Loans (other than, if
applicable, any Outside Serviced Trust Mortgage Loan) and take all such actions
as may be required to comply with the terms and provisions of such policies in
order to maintain such policies in full force and effect and to make claims
thereunder.

     In the event that either the Master Servicer or the Special Servicer
receives notice of a termination of any Environmental Insurance Policy with
respect to an Environmentally Insured Mortgage Loan (other than, if applicable,
an Outside Serviced Trust Mortgage Loan), then the party receiving such notice
shall, within five (5) Business Days after receipt thereof, provide written
notice of such termination to the other such party and the Trustee. Upon receipt
of such notice, the Master Servicer, with respect to a Performing Serviced
Mortgage Loan, or the Special Servicer, with respect to a Specially Serviced
Mortgage Loan or an Administered REO Property, shall address such termination in
accordance with Section 3.07(a). Any legal fees, premiums or other out-of-pocket
costs incurred in accordance with the Servicing Standard in connection with
enforcing the obligations of the Mortgagor under any Environmental Insurance
Policy or a resolution of such termination of an Environmental Insurance Policy
shall be paid by the Master Servicer and shall be reimbursable to it as a
Servicing Advance.

     The Master Servicer (with respect to Performing Serviced Mortgage Loans)
and the Special Servicer (with respect to Specially Serviced Mortgage Loans)
shall monitor the actions, and enforce the obligations, of the related Mortgagor
under each Environmentally Insured Mortgage Loan (other than, if applicable, an
Outside Serviced Trust Mortgage Loan) insofar as such actions/obligations relate
to (i) to the extent consistent with Section 3.07(a), the maintenance
(including, without limitation, any required renewal) of an Environmental
Insurance Policy with respect to the related Mortgaged Property or (ii)
environmental testing or remediation at the related Mortgaged Property.

     SECTION   3.08. Enforcement of Alienation Clauses.

     (a) If, with respect to any Performing Serviced Mortgage Loan, the Master
Servicer receives a request from a Mortgagor regarding the transfer of the
related Mortgaged Property to, and assumption of such Performing Serviced
Mortgage Loan by, another Person and/or transfers of certain interests in such
Mortgagor (including, without limitation, sales or transfers of the related
Mortgaged Property (in full or in part) or the sale, transfer, pledge or
hypothecation of direct or indirect interests in the related Mortgagor or its
owners) or, in the case of a Performing Serviced Mortgage Loan that by its terms
permits transfer or assumption without the consent of the lender so long as
certain conditions are satisfied, a request by the related Mortgagor for a
determination that such conditions have been satisfied, then the Master Servicer
shall immediately notify the Special Servicer of such request, perform an
underwriting analysis in connection therewith and deliver to the Special
Servicer such underwriting analysis and any documents or other materials that
the Master Servicer shall have received regarding the proposed transfer and, if
applicable, the proposed assumption. The Special Servicer shall have the right
hereunder to, in accordance with the Servicing Standard, withhold or grant
consent to any such request


                                     -162-


for such transfer and/or assumption and/or to make a determination as to whether
the conditions to transfer or assumption (as described above) have been
satisfied, as applicable, each in accordance with the terms of the subject
Performing Serviced Mortgage Loan and this Agreement; provided that any grant of
consent on the part of the Special Servicer shall be subject to Section 3.08(d),
Section 6.11 and/or Section 6.12, in each case if and as applicable. If the
Special Servicer, in accordance with the Servicing Standard, (i) withholds or
denies its consent to any such request for such transfer and/or assumption with
respect to any Performing Serviced Mortgage Loan and/or (ii) determines, with
respect to any Performing Serviced Mortgage Loan that by its terms permits
transfer or assumption without lender consent so long as certain conditions are
satisfied, that such conditions have not been satisfied, then in either case the
Master Servicer shall not permit the requested transfer or assumption of such
Performing Serviced Mortgage Loan. If the Special Servicer consents to such
proposed transfer and/or assumption and/or determines that the conditions to
transfer or assumption have been satisfied, the Master Servicer shall process
such request of the related Mortgagor; and, in the case of a transfer of the
related Mortgaged Property to, and assumption of such Performing Serviced
Mortgage Loan by, another Person, the Master Servicer (subject to Section
3.08(d)) shall be authorized to enter into an assumption or substitution
agreement with the Person, which shall be a Single Purpose Entity, to whom the
related Mortgaged Property has been or is proposed to be conveyed and/or release
the original Mortgagor from liability under such Performing Serviced Mortgage
Loan and substitute as obligor thereunder the Person to whom the related
Mortgaged Property has been or is proposed to be conveyed; provided, however,
that the Master Servicer shall not enter into any such agreement to the extent
that any terms thereof would result in an Adverse REMIC Event or Adverse Grantor
Trust Event or create any lien on a Mortgaged Property that is senior to, or on
parity with, the lien of the related Mortgage. The Master Servicer shall notify
the Trustee, the Special Servicer, each Rating Agency, the Controlling Class
Representative and, in the case of a Serviced Loan Combination that consists of
Performing Serviced Mortgage Loans, the related Serviced Non-Trust Mortgage Loan
Noteholder(s), of any assumption or substitution agreement executed pursuant to
this Section 3.08(a) and shall forward thereto a copy of such agreement together
with a Review Package. Subject to the terms of the related loan documents, no
assumption of a Cross-Collateralized Mortgage Loan shall be made without the
assumption of all other Serviced Trust Mortgage Loans making up the related
Cross-Collateralized Group. Further, subject to the terms of the related loan
documents and applicable law, no assumption of a Serviced Mortgage Loan shall be
made or transfer of interest in a Mortgagor approved, unless all costs in
connection therewith, including any arising from seeking Rating Agency
confirmation, are paid by the related Mortgagor.

     (b) If, with respect to a Specially Serviced Mortgage Loan, the Master
Servicer receives a request from a Mortgagor for consent to a transfer of the
related Mortgaged Property and assumption of such Specially Serviced Mortgage
Loan and/or consent to a transfer of interests in the related Mortgagor
(including, without limitation, sales or transfers of the related Mortgaged
Property (in full or in part) or the sale, transfer, pledge or hypothecation of
direct or indirect interests in the related Mortgagor or its owners) or in the
case of a Specially Serviced Mortgage Loan that by its terms permits transfer or
assumption without the consent of the lender so long as certain conditions are
satisfied, a request by the related Mortgagor for a determination that such
conditions have been satisfied, the Master Servicer shall immediately notify the
Special Servicer of such request and deliver to the Special Servicer any
documents that the Master Servicer shall have received regarding the proposed
transfer and assumption. Subject to Section 3.08(d), Section 6.11 and/or Section
6.12, in each case if and as applicable, the Special Servicer shall determine
whether to grant such consent, whether the conditions to transfer or assumption
(as described above) have been satisfied and/or whether to enforce any


                                     -163-


restrictions on such transfer and/or assumption contained in the related loan
documents, as applicable, each in accordance with the Servicing Standard.

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

     As used in this Section 3.08, the terms "sale" and "transfer" shall include
the matters contemplated by the parentheticals in the first sentence of Section
3.08(a).

     (c) If, with respect to a Performing Serviced Mortgage Loan, the Master
Servicer receives a request from the related Mortgagor regarding a further
encumbrance of the related Mortgaged Property or of an interest in the related
Mortgagor (including, without limitation, any mezzanine financing of the related
Mortgagor or any direct or indirect owners of the related Mortgagor or the
Mortgaged Property or any sale, issuance or transfer of preferred equity in the
Mortgagor or its owners or, in the case of a Performing Serviced Mortgage Loan
that by its terms permits further encumbrance without the consent of the lender
provided certain conditions are satisfied, a request by the related Mortgagor
for a determination that such conditions have been satisfied), then the Master
Servicer shall promptly obtain relevant information for purposes of evaluating
such request. If the Master Servicer determines, consistent with the Servicing
Standard, to approve such further encumbrance or that the conditions precedent
to such further encumbrance have been satisfied, as applicable, then the Master
Servicer shall provide to the Special Servicer a written copy of such
recommendation (which shall include the reason therefor) and the materials upon
which such recommendation is based. The Special Servicer shall have the right
hereunder, within 15 days (or, in the case of a consent to a determination as to
whether the conditions precedent to a further encumbrance have been satisfied,
within 10 days) of receipt of such recommendation and supporting materials and
any other materials reasonably requested by the Special Servicer, to reasonably
withhold or, subject to Section 3.08(d) and, further, subject to the Special
Servicer obtaining any consent to the extent required pursuant to Section 6.11
and/or Section 6.12, in each case if and as applicable, grant consent to any
such request for such further encumbrance of the related Mortgaged Property or
of an interest in the related Mortgagor or to object or consent to the


                                     -164-


determination by the Master Servicer as to whether the conditions to further
encumbrance (as described above) have been satisfied, as applicable, each in
accordance with the terms of such Performing Serviced Mortgage Loan and this
Agreement and subject to the Servicing Standard. If the Special Servicer does
not respond within such 15-day period or 10-day period, as applicable, such
party's consent shall be deemed granted. If the Special Servicer consents or is
deemed to have consented to such further encumbrance of the related Mortgaged
Property or of an interest in the related Mortgagor, as applicable, the Master
Servicer shall process such request of the related Mortgagor. If the Special
Servicer does not consent to, and is not deemed to have consented to, such
further encumbrance, then the Master Servicer, on behalf of the Trustee (as
mortgagee of record on behalf of the Certificateholders and, with respect to a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) shall, to the extent permitted by applicable law, enforce the
restrictions contained in the related loan documents on further encumbrances of
the related Mortgaged Property and/or of an interest in the related Mortgagor,
as applicable. To the extent permitted by the applicable loan documents and
applicable law, the Master Servicer may charge the related Mortgagor (and retain
to the extent permitted under Section 3.11) a fee in connection with any
enforcement or waiver contemplated in this paragraph of subsection (c).

     With respect to any Specially Serviced Mortgage Loan, the Special Servicer,
on behalf of the Trustee (as mortgagee of record on behalf of the
Certificateholders and, in the case of a Mortgaged Property that secures a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) shall, to the extent permitted by applicable law, enforce the
restrictions contained in the related loan documents on further encumbrances of
the related Mortgaged Property and/or of interests in the related Mortgagor, as
applicable, and shall, with respect to Specially Serviced Mortgage Loans that by
their terms permit further encumbrance without mortgagee consent so long as
certain conditions are satisfied, make all determinations as to whether such
conditions have been satisfied, and shall process all documentation in
connection therewith, unless the Special Servicer has determined, in its
reasonable, good faith judgment, that waiver of such restrictions or such
conditions, as the case may be, would be in accordance with the Servicing
Standard (as evidenced by an Officer's Certificate setting forth the basis for
such determination delivered to the Trustee, the Master Servicer, each Rating
Agency and, with respect to a Serviced Loan Combination, the related Serviced
Non-Trust Mortgage Loan Noteholder(s)); provided that any such waiver of such
restrictions shall be subject to Section 3.08(d) and Section 6.11 and/or Section
6.12, in each case if and as applicable. To the extent permitted by the
applicable loan documents and applicable law, the Special Servicer may charge
the related Mortgagor (and retain to the extent permitted under Section 3.11) a
fee in connection with any enforcement or waiver contemplated in this paragraph
of subsection (c).

     If the Special Servicer, in accordance with the Servicing Standard, objects
to the determination by the Master Servicer with respect to a Performing
Serviced Mortgage Loan (which by its terms permits further encumbrance without
lender consent provided certain conditions are satisfied) that such conditions
have been satisfied, then the Master Servicer shall not permit the requested
further encumbrance of such Performing Serviced Mortgage Loan. If the Special
Servicer, in accordance with the Servicing Standard, determines with respect to
any other Serviced Mortgage Loan (which by its terms permits further encumbrance
without lender consent provided certain conditions are satisfied) that such
conditions have not been satisfied, then the Master Servicer shall not permit
further encumbrance of such Serviced Mortgage Loan.


                                     -165-


     As used in this Section 3.08, the term "encumbrance" shall include the
matters contemplated by the parentheticals in the first sentence of this Section
3.08(c).

     (d) Notwithstanding anything to the contrary contained in this Section
3.08, but subject to the related loan documents and applicable law: (I) (i) if
(A) the then unpaid principal balance of the subject Serviced Trust Mortgage
Loan is at least equal to the lesser of (1) $35,000,000 and (2) 5% of the then
aggregate principal balance of the Mortgage Pool or (B) the subject Serviced
Trust Mortgage Loan is then one of the ten largest Trust Mortgage Loans in the
Mortgage Pool, then neither the Master Servicer nor the Special Servicer shall
waive any restrictions contained in the related Mortgage on transfers of the
related Mortgaged Property or on transfers of interests in the related
Mortgagor, and (ii) if (W) the then unpaid principal balance of the subject
Serviced Trust Mortgage Loan is at least equal to the lesser of (1) $20,000,000
and (2) 2% of the then aggregate principal balance of the Mortgage Pool or (X)
the subject Serviced Trust Mortgage Loan is then one of the ten largest Trust
Mortgage Loans in the Mortgage Pool or (Y) the aggregate loan-to-value ratio of
the subject Serviced Trust Mortgage Loan (together with any additional loans
that would further encumber the related Mortgaged Property and/or interests in
the related Mortgagor) would be equal to or greater than 85% or (Z) the
aggregate debt service coverage ratio of the related Mortgaged Property (taking
into account any additional loans that would further encumber the related
Mortgaged Property and/or interests in the related Mortgagor) would be less than
1.20x, then neither the Special Servicer nor the Master Servicer shall waive any
restrictions contained in the related Mortgage on further encumbrances of the
related Mortgaged Property or of interests in the related Mortgagor, unless, in
the case of either (i) or (ii) above, the Special Servicer or the Master
Servicer, as the case may be, shall have received prior written confirmation
from S&P that such action would not result in an Adverse Rating Event with
respect to any Class of Certificates rated by such Rating Agency; and (II) if
the subject Serviced Trust Mortgage Loan is then one of the ten largest Trust
Mortgage Loans in the Mortgage Pool, then neither the Master Servicer nor the
Special Servicer, as applicable, shall waive any restrictions contained in the
related Mortgage on transfers or further encumbrances of the related Mortgaged
Property or on transfers of interests in the related Mortgagor, unless the
Master Servicer or the Special Servicer, as the case may be, shall have received
prior written confirmation from Moody's that such action would not result in an
Adverse Rating Event with respect to any Class of Certificates rated by such
Rating Agency. Neither the Master Servicer nor the Special Servicer has the
authority to perform any of the actions set forth above in this paragraph with
respect to an Outside Serviced Trust Mortgage Loan. In connection with any
request for rating confirmation from a Rating Agency pursuant to this paragraph
of Section 3.08(d), the Master Servicer or the Special Servicer, as the case may
be, shall deliver a Review Package to such Rating Agency. Further, subject to
the terms of the related loan documents and applicable law, no waiver of a
restriction contained in the related Mortgage on transfers of the related
Mortgaged Property or interests in the related Mortgagor or on further
encumbrances thereof may be waived by the Master Servicer or the Special
Servicer, as applicable, unless all costs in connection therewith, including any
arising from seeking Rating Agency confirmation, are paid by the related
Mortgagor. To the extent not collected from the related Mortgagor (or from the
Depositor or the UBS Mortgage Loan Seller pursuant to Section 2.03), any rating
agency charges in connection with the foregoing shall be paid by the Master
Servicer as a Servicing Advance.

     Notwithstanding the foregoing, with respect to the Meriden Mall Trust
Mortgage Loan, in the event that any action set forth in clause (I) of the
preceding paragraph regarding such Trust Mortgage Loan would require written
confirmation from S&P that such action would not result in an Adverse Rating
Event with respect to any Class of Certificates rated by such Rating Agency in


                                     -166-


accordance with clause (I) of the preceding paragraph if such Trust Mortgage
Loan were a Serviced Trust Mortgage Loan, then the Controlling Class
Representative shall not consent to a waiver of any restrictions contained in
the related Mortgage on transfers of the related Mortgaged Property or on
transfers of interests in the related Mortgagor or to a waiver of any
restrictions contained in the related Mortgage on further encumbrances of the
related Mortgaged Property or of interests in the related Mortgagor, in each
case to the extent it is permitted to do so under the Meriden Mall Servicing
Agreement and/or the Meriden Mall Co-Lender Agreement, unless it has obtained
written confirmation from S&P that such action would not result in an Adverse
Rating Event with respect to any Class of Certificates rated by such Rating
Agency. Upon being asked to consent to any action set forth in the preceding
sentence (i) if the party initially in receipt of such request for consent is
the Controlling Class Representative, the Controlling Class Representative shall
request from the Master Servicer, and the Master Servicer shall thereupon
provide, a determination to the Controlling Class Representative as to, and (ii)
if the party initially in receipt of such request for consent is the Master
Servicer, the Master Servicer shall forward such request to the Controlling
Class Representative together with a determination as to, and (iii) if the party
initially in receipt of such request for consent is the Special Servicer, the
Special Servicer shall forward such request to the Master Servicer and the
Controlling Class Representative, and the Master Servicer shall thereupon
provide a determination to the Controlling Class Representative as to, in the
case of (i), (ii) and (iii) above, whether such action would require written
confirmation from S&P that such action would not result in an Adverse Rating
Event with respect to any Class of Certificates rated by such Rating Agency in
accordance with clause (I) of the preceding paragraph if such Trust Mortgage
Loan were a Serviced Trust Mortgage Loan (and the Controlling Class
Representative shall be entitled to conclusively rely on such determination by
the Master Servicer). Further, subject to the terms of the related loan
documents and applicable law, the Controlling Class Representative shall not
consent to a waiver of any restrictions contained in the related Mortgage on
transfers of the related Mortgaged Property or on transfers of interests in the
related Mortgagor or to a waiver of any restrictions contained in the related
Mortgage on further encumbrances of the related Mortgaged Property or of
interests in the related Mortgagor, unless all costs in connection therewith,
including any arising from seeking Rating Agency confirmation, are paid by the
related Mortgagor. To the extent not payable by and collected from the related
Mortgagor, any rating agency charges in connection with the foregoing shall be
paid by the Master Servicer by withdrawing the amount of such charges from the
Pool Custodial Account.

     If and to the extent that any expenses paid by the Master Servicer in
connection with the actions contemplated by this Section 3.08(d) would result in
the failure of any one or more Holder(s) of Regular Interest Certificates to
receive any amount of principal or interest at the related Pass-Through Rate to
which such Holder(s) are entitled (in each case by the time any such amounts are
due and payable to such Holder(s)), then such amounts shall be deemed to have
been distributed to such Holder(s) from REMIC III, as of the time paid by the
Master Servicer, and then paid by such Holder(s) and not any of REMIC I, REMIC
II or REMIC III.

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

     (a) The Special Servicer shall, subject to Sections 3.09(b), 3.09(c),
3.09(d), 6.11 and 6.12, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert the
ownership of properties securing such of the Specially Serviced Mortgage Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made


                                     -167-


for collection of delinquent payments, including pursuant to Section 3.20;
provided that neither the Master Servicer nor the Special Servicer shall, with
respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan
after its Anticipated Repayment Date, take any enforcement action with respect
to the payment of Additional Interest (other than the making of requests for its
collection) unless (i) the taking of an enforcement action with respect to the
payment of other amounts due under such ARD Mortgage Loan is, in the good faith
and reasonable judgment of the Special Servicer, necessary, appropriate and
consistent with the Servicing Standard or (ii) all other amounts due under such
ARD Mortgage Loan have been paid, the payment of such Additional Interest has
not been forgiven in accordance with Section 3.20 and, in the good faith and
reasonable judgment of the Special Servicer, the Liquidation Proceeds expected
to be recovered in connection with such enforcement action will cover the
anticipated costs of such enforcement action and, if applicable, any associated
interest accrued on Advances. Subject to Section 3.11(h), the Special Servicer
shall request that the Master Servicer advance all costs and expenses incurred
by it in any such proceedings, and the Master Servicer shall be entitled to
reimbursement therefor as provided in Section 3.05(a) or Section 3.05A, as
applicable. The Special Servicer shall be responsible, consistent with the
Servicing Standard, for determining whether to exercise any rights it may have
under the cross-collateralization and/or cross-default provisions of a
Cross-Collateralized Mortgage Loan. Nothing contained in this Section 3.09 shall
be construed so as to require the Special Servicer, on behalf of the
Certificateholders and, in the case of a Mortgaged Property that secures a
Serviced Loan Combination, on behalf of the affected Serviced Non-Trust Mortgage
Loan Noteholder(s), to make a bid on any Mortgaged Property at a foreclosure
sale or similar proceeding that is in excess of the fair market value of such
property, as determined by the Special Servicer in its reasonable and good faith
judgment taking into account the factors described in Section 3.18 and the
results of any appraisal obtained as provided below in this Section 3.09, all
such bids to be made in a manner consistent with the Servicing Standard.

     If and when the Master Servicer or the Special Servicer deems it necessary
and prudent for purposes of establishing the fair market value of any Mortgaged
Property securing a Specially Serviced Mortgage Loan, whether for purposes of
bidding at foreclosure or otherwise, it may have an appraisal performed with
respect to such property by an Independent Appraiser or other expert in real
estate matters, which appraisal shall take into account the factors specified in
Section 3.18, and the cost of which appraisal shall be covered by, and be
reimbursable as, a Servicing Advance; provided that if the Master Servicer
intends to obtain an appraisal in connection with the foregoing, the Master
Servicer shall so notify the Special Servicer and consult with the Special
Servicer regarding such appraisal.

     If any Serviced Mortgage Loan or Serviced Loan Combination becomes a
Required Appraisal Loan, then the Special Servicer shall (i) obtain or conduct,
as applicable, a Required Appraisal within 60 days (or, in the case of a
Serviced Loan Combination, such shorter time period (if any) as may be required
under the related Co-Lender Agreement) of such occurrence (unless a Required
Appraisal was obtained or conducted, as applicable, with respect to such
Required Appraisal Loan within the prior 12 months and the Special Servicer
reasonably believes, in accordance with the Servicing Standard, that no material
change has subsequently occurred with respect to the related Mortgaged Property
that would draw into question the applicability of such Required Appraisal) and
(ii) obtain or conduct, as applicable, an update of the most recent Required
Appraisal approximately 12 months following the most recent Required Appraisal
or subsequent update thereof for so long as such Serviced Mortgage Loan (or any
successor REO Mortgage Loan with respect thereto) or such Serviced Loan
Combination, as the case may be, remains a Required Appraisal Loan. The Special
Servicer shall deliver copies of all such Required Appraisals and updated
Required Appraisals to the Trustee, the Master Servicer and, in


                                     -168-


the case of a Mortgaged Property that secures a Serviced Loan Combination, the
related Non-Trust Mortgage Loan Noteholder(s), in each such case, promptly
following the Special Servicer's receipt of the subject appraisal, and, upon
request, to the Controlling Class Representative. Based on each such Required
Appraisal and updated Required Appraisal, the Special Servicer shall (monthly,
on each related Determination Date, until the subject Required Appraisal Loan
ceases to be such) calculate and notify the Trustee, the Master Servicer, the
Controlling Class Representative, and, in the case of any Mortgaged Property
that secures a Serviced Loan Combination, the related Serviced Non-Trust
Mortgage Loan Noteholder(s), of any resulting Appraisal Reduction Amount in
respect of the subject Required Appraisal Loan. Such calculations by the Special
Servicer shall be subject to review and confirmation by the Master Servicer,
provided that the Master Servicer may rely on any information provided by the
Special Servicer. The Master Servicer shall, at the direction of the Special
Servicer, advance the cost of each such Required Appraisal and updated Required
Appraisal; provided, however, that such expense will be subject to reimbursement
to the Master Servicer as a Servicing Advance out of the related Custodial
Account pursuant to Section 3.05(a) or Section 3.05A, as applicable. At any time
that an Appraisal Reduction Amount exists with respect to any Required Appraisal
Loan, the related Serviced Loan Combination Controlling Party (in the case of
the a Serviced Loan Combination or related REO Property) or the Controlling
Class Representative (in all other cases involving a Serviced Mortgage Loan or
an Administered REO Property), as applicable, may, at its own expense, obtain
and deliver to the Master Servicer, the Special Servicer and the Trustee an
appraisal that is reasonably satisfactory to the Special Servicer and satisfies
the requirements of a "Required Appraisal", and upon the written request of the
related Serviced Loan Combination Controlling Party or the Controlling Class
Representative, as applicable, the Special Servicer shall recalculate the
Appraisal Reduction Amount in respect of the subject Required Appraisal Loan
based on such appraisal delivered by such party and shall notify the Trustee,
the Master Servicer, the Controlling Class Representative and, in the case of a
Serviced Loan Combination, the related Serviced Loan Combination Controlling
Party, of such recalculated Appraisal Reduction Amount.

     (b) Notwithstanding any other provision of this Agreement, no Mortgaged
Property shall be acquired by the Special Servicer on behalf of the
Certificateholders (and, in the case of a Mortgaged Property that secures a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) under such circumstances, in such manner or pursuant to such
terms as would, in the reasonable, good faith judgment of the Special Servicer
(exercised in accordance with the Servicing Standard), (i) cause such Mortgaged
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (unless the portion of such Mortgaged Property
that is not treated as "foreclosure property" and that is held by REMIC I at any
given time constitutes not more than a de minimis amount of the assets of REMIC
I within the meaning of Treasury regulations section 1.860D-1(b)(3)(i) and
(ii)), or (ii) except as permitted by Section 3.17(a), subject the Trust Fund to
the imposition of any federal income taxes under the Code. Subject to the
foregoing, however, a Mortgaged Property may be acquired through a single member
limited liability company if the Special Servicer determines that such an action
is appropriate to protect the Trust (and, in the case of a Mortgaged Property
that secures a Serviced Loan Combination, the related Non-Trust Mortgage Loan
Noteholder(s)) from potential liability.


                                     -169-


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

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

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

     (c) Notwithstanding the foregoing provisions of this Section 3.09, neither
the Master Servicer nor the Special Servicer shall, on behalf of the Trustee
(and, in the case of a Mortgaged Property that secures a Serviced Loan
Combination, on behalf of the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), obtain title to a Mortgaged Property by foreclosure, deed in
lieu of foreclosure or otherwise, or take any other action with respect to any
Mortgaged Property, if, as a result of any such action, the Trustee, on behalf
of the Certificateholders (and, in the case of a Mortgaged Property that secures
a Serviced Loan Combination, on behalf of the related Serviced Non-Trust
Mortgage Loan Noteholder(s)), could, in the reasonable, good faith judgment of
the Special Servicer, exercised in accordance with the Servicing Standard, be
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an
"owner" or "operator" of such Mortgaged Property within the meaning of CERCLA or
any comparable law (a "potentially responsible party"), unless such action is
consistent with Section 6.11 and/or Section 6.12, in each case if and as
applicable, and the Special Servicer has previously determined (as evidenced by
an Officer's Certificate to such effect delivered to the Trustee (and, in the
case of a Mortgaged Property that secures a Serviced Loan Combination, to the
related Serviced Non-Trust Mortgage Loan Noteholder(s)) that shall specify all
of the bases for such determination), in accordance with the Servicing Standard
and based on an Environmental Assessment of such Mortgaged Property performed by
an Independent Person, who regularly conducts Environmental Assessments, within
six months prior to any such acquisition of title or other action (a copy of
which Environmental Assessment shall be delivered to the Trustee, the Master
Servicer and, in the case of a Mortgaged Property that secures a Serviced Loan
Combination, on behalf of the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), that:

         (i) the Mortgaged Property is in compliance with applicable
  environmental laws and regulations or, if not, that it would (taking into
  account the coverage provided under any related Environmental Insurance
  Policy) maximize the recovery on the related Serviced Mortgage Loan to the
  Certificateholders (or, if a Serviced Loan Combination is involved, to the
  Certificateholders and the related Serviced Non-Trust Mortgage Loan
  Noteholder(s)), as a collective whole, on a present value basis (the relevant
  discounting of anticipated collections that will be distributable to
  Certificateholders (or, if a Serviced Loan Combination is involved, to the
  Certificateholders and the related Serviced Non-Trust Mortgage Loan
  Noteholder(s)), as a collective whole, to be performed at the related Mortgage
  Rate(s)) to acquire title to or possession of the Mortgaged Property and to
  take such actions as are necessary to bring the Mortgaged Property into
  compliance therewith in all material respects; and


                                     -170-


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

     The Special Servicer shall, in good faith, undertake reasonable efforts to
make the determination referred to in the preceding paragraph and may
conclusively rely on the Environmental Assessment referred to above in making
such determination. The cost of any such Environmental Assessment shall be
covered by, and reimbursable as, a Servicing Advance; and if any such
Environmental Assessment so warrants, the Special Servicer shall perform or
cause to be performed such additional environmental testing as it deems
necessary and prudent to determine whether the conditions described in clauses
(i) and (ii) of the preceding paragraph have been satisfied (the cost of any
such additional testing also to be covered by, and reimbursable as, a Servicing
Advance). The cost of any remedial, corrective or other further action
contemplated by clause (i) and/or clause (ii) of the preceding paragraph, shall
be payable out of the related Custodial Account pursuant to Section 3.05(a) or
Section 3.05A, as applicable (or, in the case of a Mortgaged Property that
secures a Serviced Loan Combination, to the extent the funds in the applicable
Loan Combination Custodial Account are insufficient, shall be advanced by the
Master Servicer, subject to Section 3.11(h)).

     (d) If the environmental testing contemplated by Section 3.09(c) above
establishes that any of the conditions set forth in clauses (i) and (ii) of the
first sentence thereof has not been satisfied with respect to any Mortgaged
Property securing a defaulted Serviced Mortgage Loan, the Special Servicer shall
take such action as is in accordance with the Servicing Standard (other than
proceeding against the Mortgaged Property). At such time as it deems
appropriate, the Special Servicer may, on behalf of the Trust (and, if a
Serviced Loan Combination is involved, the related Serviced Non-Trust Mortgage
Loan Noteholder(s)), subject to Section 6.11 and/or Section 6.12, in each case
if and as applicable, release all or a portion of such Mortgaged Property from
the lien of the related Mortgage.

     (e) The Special Servicer shall report to the Master Servicer, the
Underwriters, the Trustee and, if a Serviced Loan Combination is involved, the
related Serviced Non-Trust Mortgage Loan Noteholder(s), monthly in writing as to
any actions taken by the Special Servicer with respect to any Mortgaged Property
that represents security for a Specially Serviced Mortgage Loan as to which the
environmental testing contemplated in Section 3.09(c) above has revealed that
any of the conditions set forth in clauses (i) and (ii) of the first sentence
thereof has not been satisfied, in each case until the earlier to occur of
satisfaction of all such conditions and release of the lien of the related
Mortgage on such Mortgaged Property.


                                     -171-


     (f) The Special Servicer shall have the right to determine, in accordance
with the Servicing Standard, with respect to any Specially Serviced Mortgage
Loan, the advisability of seeking to obtain a deficiency judgment if the state
in which the related Mortgaged Property is located and the terms of the affected
Serviced Mortgage Loan permit such an action, and shall, in accordance with the
Servicing Standard, seek such deficiency judgment if it deems advisable (the
cost of which undertaking shall be covered by, and be reimbursable as, a
Servicing Advance).

     (g) The Master Servicer shall, with the reasonable cooperation of the
Special Servicer, prepare and file information returns with respect to the
receipt of mortgage interest received with respect to any Mortgaged Property
(other than the Meriden Mall Mortgaged Property or the Grace Building Mortgaged
Property) required by Section 6050H of the Code and the reports of foreclosures
and abandonments of any Mortgaged Property (other than the Meriden Mall
Mortgaged Property or the Grace Building Mortgaged Property) and the information
returns relating to cancellation of indebtedness income with respect to any
Mortgaged Property required by Sections 6050J and 6050P of the Code. Such
reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.

     (h) As soon as the Special Servicer makes a Final Recovery Determination
with respect to any Specially Serviced Mortgage Loan or Administered REO
Property, it shall promptly notify the Trustee, the Master Servicer and, if a
Serviced Loan Combination is involved, the related Serviced Non-Trust Mortgage
Loan Noteholder(s). The Special Servicer shall maintain accurate records,
prepared by a Servicing Officer, of each such Final Recovery Determination (if
any) and the basis thereof. Each such Final Recovery Determination (if any)
shall be evidenced by an Officer's Certificate delivered to the Trustee, the
Master Servicer and, if a Serviced Loan Combination is involved, the related
Serviced Non-Trust Mortgage Loan Noteholder(s), no later than the seventh
Business Day following such Final Recovery Determination.

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

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


                                     -172-


executed. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Collection Account or any
Custodial Account.

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

     (c) Within seven Business Days (or within such shorter period (but no less
than three (3) Business Days) as execution and delivery can reasonably be
accomplished if the Special Servicer notifies the Trustee (and, in the case of a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) of an exigency) of the Special Servicer's request therefor, the
Trustee shall execute and deliver to the Special Servicer (or the Special
Servicer may execute and deliver in the name of the Trustee (on behalf of the
Certificateholders and, in the case of the a Mortgaged Property that secures a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) based on a limited power of attorney issued in favor of the
Special Servicer pursuant to Section 3.01(b)), in the form supplied to the
Trustee, with respect to any Serviced Mortgage Loan, any court pleadings,
requests for trustee's sale or other documents stated by the Special Servicer to
be reasonably necessary to the foreclosure or trustee's sale in respect of the
related Mortgaged Property or to any legal action brought to obtain judgment
against any Mortgagor on the related Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
related Mortgage Note or Mortgage or otherwise available at law or in equity or
to defend any legal action or counterclaim filed against the Trust Fund, the
Master Servicer, the Special Servicer or, if applicable, any Serviced Non-Trust
Mortgage Loan Noteholder. Together with such documents or pleadings, the Special
Servicer shall deliver to the Trustee (and, if applicable, any affected Serviced
Non-Trust Mortgage Loan Noteholder) a certificate of a Servicing Officer
requesting that such pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings are required and that
the execution and delivery thereof by the Trustee (on behalf of the
Certificateholders and, in the case of a Serviced Loan Combination, also on
behalf of the related Serviced Non-Trust Mortgage Loan Noteholder(s)) will not
invalidate or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure or trustee's sale.
Notwithstanding


                                     -173-


anything contained herein to the contrary, neither the Master Servicer nor the
Special Servicer shall, without the Trustee's written consent: (i) initiate any
action, suit or proceeding solely under the Trustee's name without indicating
the Master Servicer's or Special Servicer's, as applicable, representative
capacity, or (ii) take any action with the intent to cause, and that actually
causes, the Trustee to be registered to do business in any state.

     (d) If from time to time, pursuant to the terms of the Meriden Mall
Co-Lender Agreement and the Meriden Mall Servicing Agreement, and as appropriate
for enforcing the terms of the Meriden Mall Trust Mortgage Loan, any Meriden
Mall Servicer or the Meriden Mall Non-Trust Mortgage Loan Noteholder requests
delivery to it of the original Mortgage Note for the Meriden Mall Trust Mortgage
Loan, then the Trustee shall release or cause the release of such original
Mortgage Note to the requesting party or its designee. In connection with the
release of the original Mortgage Note for the Meriden Mall Trust Mortgage Loan
in accordance with the preceding sentence, the Trustee shall obtain such
documentation (such as a custodial receipt) as is appropriate to evidence the
holding by such Meriden Mall Servicer or the Meriden Mall Non-Trust Mortgage
Loan Noteholder as custodian on behalf of and for the benefit of the Trustee.

     (e) If from time to time, pursuant to the terms of the Grace Building
Co-Lender Agreement and the Grace Building Servicing Agreement, and as
appropriate for enforcing the terms of the Grace Building Trust Mortgage Loan,
any Grace Building Servicer or the appropriate Grace Building Non-Trust Mortgage
Loan Noteholder requests delivery to it of the original Mortgage Note for the
Grace Building Trust Mortgage Loan, then the Trustee shall release or cause the
release of such original Mortgage Note to the requesting party or its designee.
In connection with the release of the original Mortgage Note for the Grace
Building Trust Mortgage Loan in accordance with the preceding sentence, the
Trustee shall obtain such documentation (such as a custodial receipt) as is
appropriate to evidence the holding by such Grace Building Servicer or such
Grace Building Non-Trust Mortgage Loan Noteholder as custodian on behalf of and
for the benefit of the Trustee.

     SECTION 3.11. Servicing Compensation; Payment of Expenses; Certain Matters
                   Regarding Servicing Advances.

     (a) As compensation for its activities hereunder, the Master Servicer shall
be entitled to receive the Master Servicing Fee with respect to each Trust
Mortgage Loan (other than the Meriden Mall Trust Mortgage Loan), each REO Trust
Mortgage Loan (other than any Meriden Mall REO Trust Mortgage Loan), each
Serviced Non-Trust Mortgage Loan (other than the 222 East 41st Street Non-Trust
Mortgage Loan) and each successor REO Mortgage Loan with respect to a Serviced
Non-Trust Mortgage Loan (other than the 222 East 41st Street Non-Trust Mortgage
Loan). As to each such Mortgage Loan and REO Mortgage Loan, the Master Servicing
Fee shall: (i) accrue from time to time at the related Master Servicing Fee Rate
on the same principal amount as interest accrues from time to time on such
Mortgage Loan or is deemed to accrue from time to time on such REO Mortgage
Loan; and (ii) be calculated on a 30/360 Basis (or, in the event that a
Principal Prepayment in full or other Liquidation Event shall occur with respect
to any such Mortgage Loan or REO Mortgage Loan on a date that is not a Due Date,
on the basis of the actual number of days to elapse from and including the most
recently preceding related Due Date to but excluding the date of such Principal
Prepayment or Liquidation Event in a month consisting of 30 days). The Master
Servicing Fee with respect to any such Mortgage Loan or REO Mortgage Loan shall
cease to accrue if a Liquidation Event occurs in respect thereof. Earned but
unpaid Master Servicing Fees shall be payable monthly, on a loan-by-loan basis,


                                     -174-


from payments of interest on each such Mortgage Loan and REO Revenues allocable
as interest on each such REO Mortgage Loan. The Master Servicer shall be
entitled to recover unpaid Master Servicing Fees in respect of any such Mortgage
Loan or REO Mortgage Loan out of that portion of related Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds allocable as recoveries of
interest, to the extent permitted by Section 3.05(a) or Section 3.05A, as
applicable, and in the case of a Trust Mortgage Loan or an REO Trust Mortgage
Loan, out of such other amounts as may be permitted by Section 3.05(a). The
right to receive the Master Servicing Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Master Servicer's
responsibilities and obligations under this Agreement. Notwithstanding anything
herein to the contrary, no Master Servicing Fee shall be calculated or payable
hereunder based upon or with respect to the Meriden Mall Trust Mortgage Loan,
the Meriden Mall Non-Trust Mortgage Loan, any Grace Building Non-Trust Mortgage
Loan, the 222 East 41st Street Non-Trust Mortgage Loan or any successor REO
Mortgage Loan (or comparable deemed mortgage loan) with respect to any of the
foregoing Mortgage Loans.

     (b) Additional master servicing compensation, in the form of the items set
forth in clauses (i) through (iii) below in this paragraph, shall be retained by
the Master Servicer or promptly paid to the Master Servicer by the Special
Servicer and such additional master servicing compensation is not required to be
deposited in any Custodial Account: (i) Net Default Charges, charges for
beneficiary statements or demands, amounts collected for checks returned for
insufficient funds, and any similar fees (excluding Prepayment Premiums and
Yield Maintenance Charges), in each case to the extent actually paid by a
Mortgagor with respect to any Serviced Mortgage Loan (or, in the case of Net
Default Charges, any Serviced Trust Mortgage Loan) and accrued during the time
that such Serviced Mortgage Loan (or, in the case of Net Default Charges, such
Serviced Trust Mortgage Loan) was a Performing Serviced Mortgage Loan (or, in
the case of Net Default Charges, a Performing Serviced Trust Mortgage Loan), and
any Net Default Charges Received by the Trust with respect to an Outside
Serviced Trust Mortgage Loan; (ii) 100% of each modification fee, extension fee
or other similar fee actually paid by a Mortgagor with respect to a
modification, consent, extension, waiver, amendment or encumbrance of the
related Mortgaged Property agreed to by the Master Servicer pursuant to Section
3.20(c) or Section 3.08(c), and 100% of any fee actually paid by a Mortgagor in
connection with a defeasance of a Serviced Mortgage Loan as contemplated under
Section 3.20; and (iii) with respect to any Performing Serviced Mortgage Loan,
50% of any and all assumption fees, 100% of any and all assumption application
fees (or, in the event that (x) the Master Servicer enters into an assumption or
substitution agreement pursuant to Section 3.08(a) and the related loan
documents do not provide for an assumption fee in connection therewith, or (y)
the proposed transfer or assumption under Section 3.08(a) is approved and/or
processed but does not occur or (z) the proposed transfer or assumption under
Section 3.08(a) is not approved or is denied and does not occur and,
additionally, in the case of (x), (y) and (z), assumption application fees are
paid by the Mortgagor in connection therewith, then 50% of such assumption
application fees) and other applicable fees actually paid by a Mortgagor in
accordance with the related loan documents with respect to any assumption or
substitution agreement entered into by the Master Servicer on behalf of the
Trust (or, in the case of a Serviced Loan Combination, on behalf of the Trust
and the related Non-Trust Mortgage Loan Noteholder(s)) pursuant to Section
3.08(a) or paid by a Mortgagor with respect to any transfer of an interest in a
Mortgagor pursuant to Section 3.08(a). The Master Servicer shall also be
entitled to additional master servicing compensation in the form of (i)
Prepayment Interest Excesses Received by the Trust with respect to the Trust
Mortgage Loans; (ii) interest or other income earned on deposits in the
Custodial Accounts in accordance with Section 3.06(b) (but only to the extent of
the Net Investment Earnings, if any, with respect to such account for each
related Investment Period); and (iii) to the extent not required to be paid to
any Mortgagor under


                                     -175-


applicable law, any interest or other income earned on deposits in the Servicing
Accounts, the Reserve Accounts and the Defeasance Deposit Account maintained
thereby (but only to the extent of the Net Investment Earnings, if any, with
respect to each such account for each related Investment Period.

     The parties hereto acknowledge that, with regard to each Outside Serviced
Trust Mortgage Loan, as and to the extent provided in the related Outside
Servicing Agreement and/or the related Co-Lender Agreement, as applicable,
amounts in the nature of the foregoing may be payable to one of the related
Outside Servicers, and there can be no assurance that any related Prepayment
Interest Excesses and/or Default Charges shall be Received by the Trust with
respect to an Outside Serviced Trust Mortgage Loan.

     (c) As compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Special Servicing Fee with respect to each
Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an
Administered REO Property. With respect to each Specially Serviced Mortgage Loan
and each REO Mortgage Loan that relates to an Administered REO Property, the
Special Servicing Fee shall: (i) accrue from time to time at the Special
Servicing Fee Rate on the same principal amount as interest accrues from time to
time on such Mortgage Loan or is deemed to accrue from time to time on such REO
Mortgage Loan; and (ii) be calculated on a 30/360 Basis (or, in the event that a
Principal Prepayment in full or other Liquidation Event shall occur with respect
to any Specially Serviced Mortgage Loan or REO Mortgage Loan on a date that is
not a Due Date, on the basis of the actual number of days to elapse from and
including the most recently preceding related Due Date to but excluding the date
of such Principal Prepayment or Liquidation Event, in a month consisting of 30
days and, in the case of any other partial period that does not run from one Due
Date through and including the day immediately preceding the next Due Date, on
the basis of the actual number of days in such period in a month consisting of
30 days); provided that the Special Servicing Fee with respect to each Specially
Serviced Mortgage Loan and each REO Mortgage Loan that relates to an
Administered REO Property, or, in the case of each Serviced Loan Combination in
the event they constitute Specially Serviced Mortgage Loans or REO Mortgage
Loans, with respect to the entire Serviced Loan Combination, shall not be less
than $4,000 for any one-month period during which such Special Servicing Fee
accrues (or, in those cases where such Special Servicing Fee is accruing for a
partial period of less than one month, shall not be less than the prorated
portion of such $4,000 amount). The Special Servicing Fee with respect to any
Specially Serviced Mortgage Loan or REO Mortgage Loan shall cease to accrue as
of the date a Liquidation Event occurs in respect thereof or it becomes a
Corrected Mortgage Loan. Earned but unpaid Special Servicing Fees in respect of
Specially Serviced Trust Mortgage Loans and, to the extent they relate to
Administered REO Properties, REO Trust Mortgage Loans shall be payable monthly
out of general collections on the Mortgage Pool on deposit in the Pool Custodial
Account, to the extent permitted by Section 3.05(a). In addition, earned but
unpaid Special Servicing Fees in respect of a Serviced Loan Combination
consisting of Specially Serviced Mortgage Loans or REO Mortgage Loans shall be
payable out of collections on such Loan Combination on deposit in the applicable
Loan Combination Custodial Account, to the extent permitted pursuant to Section
3.05A and the related Co-Lender Agreement.

     As further compensation for its services hereunder, the Special Servicer
shall be entitled to receive the Workout Fee with respect to each Corrected
Mortgage Loan. As to each Corrected Mortgage Loan, subject to the second
following paragraph, the Workout Fee shall be payable from, and shall be
calculated by application of the Workout Fee Rate to, all collections of
principal, interest (other than Default Interest and Additional Interest),
Prepayment Premiums and/or Yield Maintenance Charges


                                     -176-


received on the subject Serviced Mortgage Loan for so long as it remains a
Corrected Mortgage Loan; provided that no Workout Fee shall be payable from, or
based upon the receipt of, Liquidation Proceeds collected in connection with a
Permitted Purchase, or out of any Loss of Value Payments, Insurance Proceeds or
Condemnation Proceeds. The Workout Fee with respect to any Corrected Mortgage
Loan will cease to be payable if such Corrected Mortgage Loan again becomes a
Specially Serviced Mortgage Loan or if the related Mortgaged Property becomes an
REO Property; provided that a new Workout Fee will become payable if and when
the particular Serviced Mortgage Loan again becomes a Corrected Mortgage Loan.
If the Special Servicer is terminated or removed (other than for cause) or
resigns in accordance with the first sentence of the first paragraph of Section
6.04, it shall retain the right to receive any and all Workout Fees (and the
successor Special Servicer (including the Trustee if it is the successor Special
Servicer as provided in the first paragraph of Section 7.02) shall not be
entitled to any portion of such Workout Fees) that are payable in respect of:

         (i) each Mortgage Loan that became a Corrected Mortgage Loan during the
  period that the terminated, removed or resigning Special Servicer acted as
  Special Servicer and was still such at the time of such termination, removal
  or resignation; and

         (ii) each Mortgage Loan that would have been a "Corrected Mortgage
  Loan" at the time of such termination, removal or resignation but for the
  payment (in accordance with clause (w) of the definition of "Specially
  Serviced Mortgage Loan") by the related Mortgagor of the three consecutive
  full and timely Monthly Payments under the terms of such Serviced Mortgage
  Loan (as such terms may have been changed or modified in connection with a
  bankruptcy or similar proceeding involving the related Mortgagor or by reason
  of a modification, extension, waiver or amendment granted or agreed to by the
  Master Servicer or the Special Servicer pursuant to Section 3.20), but only if
  such three consecutive full and timely Monthly Payments are in fact made
  within three months of such termination, removal or resignation;

in each case until the Workout Fee for any such Serviced Mortgage Loan ceases to
be payable in accordance with the preceding sentence.

     As further compensation for its activities hereunder, the Special Servicer
shall also be entitled to receive the Liquidation Fee with respect to each
Specially Serviced Mortgage Loan as to which it receives a full, partial or
discounted payoff and, subject to the provisos to the next sentence, each
Specially Serviced Mortgage Loan and Administered REO Property as to which it
receives Net Liquidation Proceeds. As to each such Specially Serviced Mortgage
Loan or Administered REO Property, subject to the following paragraph, the
Liquidation Fee shall be payable from, and shall be calculated by application of
the Liquidation Fee Rate to, such full, partial or discounted payoff and/or such
Net Liquidation Proceeds (exclusive of any portion of such payoff or proceeds
that represents Default Interest and/or Additional Interest); provided that no
Liquidation Fee shall be payable (i) with respect to any Specially Serviced
Mortgage Loan that becomes a Corrected Mortgage Loan or (ii) from, or based upon
the receipt of, Liquidation Proceeds collected in connection with the purchase
of any Specially Serviced Trust Mortgage Loan by a Purchase Option Holder
pursuant to Section 3.18, by the Special Servicer, a Controlling Class
Certificateholder, the Master Servicer, the Depositor or Lehman Brothers
pursuant to Section 9.01, by a Non-Trust Mortgage Loan Noteholder or its
designee pursuant to the related Co-Lender Agreement (unless such purchase
occurs after the expiration of 60 days from the date such Non-Trust Mortgage
Loan Noteholder's right to purchase such Specially Serviced Trust


                                     -177-


Mortgage Loan arose under such Co-Lender Agreement and such Liquidation Fee is
actually paid), by the Depositor pursuant to Section 2.03 or by or on behalf of
the UBS Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage Loan
Purchase Agreement in connection with a Material Document Defect or a Material
Breach (in either such case, prior to the expiration of the Seller/Depositor
Resolution Period), by the Depositor pursuant to Section 2.03 in connection with
the defeasance of the Meriden Mall Trust Mortgage Loan prior to the second
anniversary of the Closing Date, or by the holder of a related mezzanine loan
pursuant to a purchase right in connection with a Mortgage Loan default as set
forth in the related intercreditor agreement (unless a Liquidation Fee is
specifically required to be paid in connection with such purchase and is
actually paid pursuant to the subject intercreditor agreement; provided that, if
the Master Servicer or Special Servicer, as applicable, consents subsequent to
the Closing Date to the incurrence by the principal(s) of a Mortgagor under a
Trust Mortgage Loan of mezzanine financing in accordance with the related loan
documents and enters into an intercreditor agreement, such servicer (to the
extent it is permitted to do so under the related loan documents and applicable
law and in accordance with the Servicing Standard) shall require the related
mezzanine lender to pay a Liquidation Fee in connection with any purchase right
that arises upon a Mortgage Loan default in the event such purchase occurs after
the expiration of 60 days from the date the right to purchase arises under such
mezzanine intercreditor agreement) or (iii) from, or based upon the receipt or
application of, Loss of Value Payments; and provided, further, that, in
connection with any purchase by the Depositor pursuant to Section 2.03 or the
UBS Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage Loan Purchase
Agreement in connection with a Material Document Defect or a Material Breach (in
either case, subsequent to the expiration of the Seller/Depositor Resolution
Period), the Liquidation Fee shall equal 1% of the Stated Principal Balance of
the repurchased Trust Mortgage Loan (or, if an REO Property is being
repurchased, 1% of the Stated Principal Balance of the related REO Trust
Mortgage Loan).

     Notwithstanding the foregoing, any Workout Fee and/or Liquidation Fee
payable in accordance with the two preceding paragraphs with respect to Mortgage
Loans or REO Mortgage Loans that comprise a Serviced Loan Combination shall be
paid from collections received on such Loan Combination on deposit in the
related Loan Combination Custodial Account, to the extent permitted under
Section 3.05A and the related Co-Lender Agreement.

     Notwithstanding anything to the contrary herein, a Liquidation Fee and a
Workout Fee relating to the same Mortgage Loan shall not be paid from the same
proceeds with respect to such Mortgage Loan.

     Notwithstanding anything to the contrary herein, the Special Servicer shall
not be entitled to any Special Servicing Fees, Workout Fees or Liquidation Fees
with respect to any Mortgage Loan or REO Mortgage Loan or comparable deemed
mortgage loan comprising an Outside Serviced Loan Combination.

     The Special Servicer's right to receive the Special Servicing Fee, the
Workout Fee and the Liquidation Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under this Agreement.

     (d) Additional special servicing compensation in the form of the items set
forth below in clauses (i) through (v) below shall be retained by the Special
Servicer or promptly paid to the Special Servicer by the Master Servicer, as the
case may be, and shall not be required to be deposited in any


                                     -178-


Custodial Account pursuant to Section 3.04(a) or Section 3.04A(a): (i) Net
Default Charges actually collected with respect to any Serviced Trust Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto that accrued
while the subject loan was a Specially Serviced Trust Mortgage Loan or an REO
Trust Mortgage Loan; (ii) with respect to any Specially Serviced Mortgage Loan,
100% of any and all assumption fees, assumption application fees and other
applicable fees, actually paid by a Mortgagor in accordance with the related
loan documents, with respect to any assumption or substitution agreement entered
into by the Special Servicer on behalf of the Trust (or, in the case of a
Serviced Loan Combination, on behalf of the Trust and the related Serviced
Non-Trust Mortgage Loan Noteholder(s)) pursuant to Section 3.08(b) or paid by a
Mortgagor with respect to any transfer of an interest in a Mortgagor pursuant to
Section 3.08(b); (iii) with respect to any Performing Serviced Mortgage Loan,
50% of any and all assumption fees actually paid by a Mortgagor in accordance
with the related loan documents, with respect to any assumption or substitution
agreement entered into by the Master Servicer on behalf of the Trust (or, in the
case of a Serviced Loan Combination, on behalf of the Trust and the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) pursuant to Section 3.08(a) or
paid by a Mortgagor with respect to any transfer of an interest in a Mortgagor
pursuant to Section 3.08(a); (iv) with respect to any Performing Serviced
Mortgage Loan, in the event that (x) the Master Servicer enters into an
assumption or substitution agreement pursuant to Section 3.08(a) and the related
loan documents do not provide for an assumption fee in connection therewith or
(y) the proposed transfer or assumption under Section 3.08(a) is approved and/or
processed but does not occur or (z) the proposed transfer or assumption under
Section 3.08(a) is not approved or is denied and does not occur and,
additionally, in the case of (x), (y) and (z), assumption application fees are
paid by the Mortgagor in connection therewith, then 50% of such assumption
application fees; and (v) any and all modification fees, consent fees, extension
fees and similar fees actually collected on the Serviced Mortgage Loans that are
not otherwise payable to the Master Servicer as additional master servicing
compensation pursuant to Section 3.11(b). The Special Servicer shall also be
entitled to additional special servicing compensation in the form of interest or
other income earned on deposits in any REO Account, if established, in
accordance with Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to such account for each related Investment
Period).

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

     (f) If the Master Servicer or Special Servicer is required under any
provision of this Agreement to make a Servicing Advance, but it does not do so
within 15 days after such Advance is required to be made, the Trustee shall, if
it has actual knowledge of such failure on the part of the Master Servicer or
Special Servicer, as the case may be, give written notice of such failure to, as
applicable, the Master Servicer or the Special Servicer. If such Servicing
Advance is not made by the Master Servicer or the Special Servicer, as
applicable, within three (3) Business Days after such notice is given to the
Master Servicer or the Special Servicer, as the case may be, then (subject to
Section 3.11(h)) the Trustee shall make such Servicing Advance. If the Trustee
fails to make any Servicing Advance required to be made under this Agreement,
then (subject to Section 3.11(h)) the Fiscal Agent shall make such


                                     -179-


Servicing Advance within one (1) Business Day of such failure by the Trustee
and, if so made, the Trustee shall be deemed not to be in default under this
Agreement.

     (g) The Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent shall each be entitled to receive interest at the Reimbursement Rate in
effect from time to time, compounded annually, accrued on the amount of each
Servicing Advance made thereby (with its own funds) for so long as such
Servicing Advance is outstanding, such interest to be payable: (i) first, in
accordance with Sections 3.05(a) and 3.26, out of any Default Charges on deposit
in the Pool Custodial Account that were collected on or in respect of the
particular Trust Mortgage Loan or REO Trust Mortgage Loan as to which such
Servicing Advance relates (provided that such Default Charges will only be
applied to pay interest accrued on such Servicing Advance through the date that
such Default Charges were received); and (ii) then, if and to the extent that
such Default Charges are insufficient to cover such interest, but not before the
related Advance has been reimbursed pursuant to this Agreement, out of general
collections on the Trust Mortgage Loans and REO Trust Mortgage Loans on deposit
in the Pool Custodial Account; provided that, if such Servicing Advance was made
with respect to a Serviced Loan Combination or any related Mortgaged Property,
then such interest shall first be payable out of amounts on deposit in the
related Loan Combination Custodial Account in accordance with Section 3.05A and
the related Co-Lender Agreement. The Master Servicer shall reimburse itself, the
Special Servicer, the Trustee or the Fiscal Agent, as appropriate, in accordance
with Section 3.03, Section 3.05(a) or Section 3.05A, as applicable, for any
Servicing Advance as soon as practicable after funds available for such purpose
are deposited in the applicable Custodial Account. Notwithstanding the
foregoing, upon a determination that a previously made Servicing Advance is a
Nonrecoverable Servicing Advance, instead of obtaining reimbursement out of
general collections on the Mortgage Pool immediately, any of the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as applicable,
may, in its sole discretion, elect to obtain reimbursement for such
Nonrecoverable Servicing Advance over a period of time (not to exceed 12 months
or such longer period of time as is approved in writing by the Controlling Class
Representative) and the unreimbursed portion of such Servicing Advance will
accrue interest at the Reimbursement Rate in effect from time to time. At any
time after such a determination to obtain reimbursement over time in accordance
with the preceding sentence, the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent, as applicable, may, in its sole discretion, decide
to obtain reimbursement immediately. The fact that a decision to recover such
Nonrecoverable Servicing Advance over time, or not to do so, benefits some
Classes of Certificateholders to the detriment of other Classes shall not
constitute a violation of the Servicing Standard by the Master Servicer, or a
breach of any fiduciary duty owed to the Certificateholders by the Trustee or
the Fiscal Agent, or a breach of any other contractual obligation owed to the
Certificateholders by any party to this Agreement.

     (h) Notwithstanding anything herein to the contrary, none of the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent shall be
required to make out of its own funds any Servicing Advance that would, if made,
constitute a Nonrecoverable Servicing Advance. The determination by the Master
Servicer or the Special Servicer that it has made (or, in the case of the
Special Servicer, that the Master Servicer has, with respect to a Specially
Serviced Mortgage Loan or an REO Property, made) a Nonrecoverable Servicing
Advance or that any proposed Servicing Advance, if made, would constitute a
Nonrecoverable Servicing Advance, shall be made in accordance with the Servicing
Standard and shall be evidenced by an Officer's Certificate delivered promptly
to the Trustee and the Depositor (and, in the case of a Servicing Advance with
respect to a Serviced Loan Combination, the related Non-Trust Mortgage Loan
Noteholder(s)), setting forth the basis for such determination, together with a
copy of any appraisal of the related Mortgaged Property or REO


                                     -180-


Property, as the case may be (which appraisal shall be an expense of the Trust,
shall take into account the factors specified in Section 3.18) and shall have
been conducted by an Independent Appraiser in accordance with the standards of
the Appraisal Institute within the twelve months preceding such determination of
nonrecoverability), and further accompanied by related Mortgagor operating
statements and financial statements, budgets and rent rolls of the related
Mortgaged Property (to the extent available and/or in the Master Servicer's or
the Special Servicer's possession) and any engineers' reports, environmental
surveys or similar reports that the Master Servicer or the Special Servicer may
have obtained and that support such determination. If the Master Servicer
intends to obtain an appraisal in connection with the foregoing, the Master
Servicer shall so notify the Special Servicer and consult with the Special
Servicer regarding such appraisal. The Trustee and the Fiscal Agent shall be
entitled to rely, conclusively, on any determination by the Master Servicer or
the Special Servicer that a Servicing Advance, if made, would be a
Nonrecoverable Servicing Advance; provided, however, that if the Master Servicer
or the Special Servicer has failed to make a Servicing Advance for reasons other
than a determination by the Master Servicer or the Special Servicer, as
applicable, that such Servicing Advance would be a Nonrecoverable Advance, the
Trustee or the Fiscal Agent, as applicable, shall make such Servicing Advance
within the time periods required by Section 3.11(f) unless the Trustee or the
Fiscal Agent, in good faith, makes a determination that such Servicing Advance
would be a Nonrecoverable Advance.

     (i) Notwithstanding anything set forth herein to the contrary, the Master
Servicer shall (at the direction of the Special Servicer if a Specially Serviced
Mortgage Loan or an Administered REO Property is involved) pay directly out of
the Pool Custodial Account and/or (if a Serviced Loan Combination is involved)
the related Loan Combination Custodial Account, in accordance with Section
3.05(a) or Section 3.05A, as applicable, any servicing expense that, if advanced
by the Master Servicer or the Special Servicer, would constitute a
Nonrecoverable Servicing Advance; provided that the Master Servicer (or the
Special Servicer, if a Specially Serviced Mortgage Loan or an Administered REO
Property is involved) has determined in accordance with the Servicing Standard
that making such payment, in the case of withdrawals from a Loan Combination
Custodial Account, is in the best interests of the Certificateholders and the
related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole),
or, in the case of withdrawals from the Pool Custodial Account, is in the best
interests of the Certificateholders (as a collective whole), as evidenced in
each case by an Officer's Certificate delivered promptly to the Trustee, the
Depositor, the Controlling Class Representative and any affected Serviced
Non-Trust Mortgage Loan Noteholder(s), setting forth the basis for such
determination and accompanied by any information that such Person may have
obtained that supports such determination. A copy of any such Officer's
Certificate (and accompanying information) of the Master Servicer shall also be
promptly delivered to the Special Servicer, and a copy of any such Officer's
Certificate (and accompanying information) of the Special Servicer shall also be
promptly delivered to the Master Servicer. The Master Servicer may conclusively
rely on any information in this regard provided by the Special Servicer (if
other than the Master Servicer or an Affiliate thereof).

     SECTION 3.12. Property Inspections; Collection of Financial Statements;
                   Delivery of Certain Reports.

     (a) The Special Servicer shall perform or cause to be performed a physical
inspection of a Mortgaged Property (other than the Meriden Mall Mortgaged
Property and the Grace Building Mortgaged Property) as soon as practicable after
the related Serviced Mortgage


                                     -181-


Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so
long as the related Serviced Mortgage Loan remains a Specially Serviced Mortgage
Loan, the cost of which shall be paid by the Master Servicer, at the direction
of the Special Servicer, and shall be reimbursable as a Servicing Advance. In
addition, the Special Servicer shall perform or cause to be performed a physical
inspection of each of the Administered REO Properties at least once per calendar
year, the cost of which shall be paid by the Master Servicer, at the direction
of the Special Servicer, and shall be reimbursable as a Servicing Advance.
Beginning in 2005, the Master Servicer shall at its expense perform or cause to
be performed a physical inspection of each Mortgaged Property securing a
Performing Serviced Mortgage Loan: (i) at least once every two calendar years in
the case of Mortgaged Properties securing Performing Serviced Mortgage Loans
that have outstanding principal balances of (or Mortgaged Properties having
allocated loan amounts of) $2,000,000 or less; and (ii) at least once every
calendar year in the case of all other such Mortgaged Properties; provided that,
the Master Servicer will not be required to perform or cause to be performed an
inspection on a Mortgaged Property if such Mortgaged Property has been inspected
by the Master Servicer or the Special Servicer in the preceding six months. The
Master Servicer and the Special Servicer shall each promptly prepare or cause to
be prepared and deliver to the Trustee, the related Serviced Non-Trust Mortgage
Loan Noteholder(s) (if the subject Mortgaged Property secures a Serviced Loan
Combination) and each other a written report of each such inspection performed
by it that sets forth in detail the condition of the Mortgaged Property and that
specifies the existence of: (i) any sale, transfer or abandonment of the
Mortgaged Property of which the Master Servicer or the Special Servicer, as
applicable, is aware, (ii) any change in the condition or value of the Mortgaged
Property that the Master Servicer or the Special Servicer, as applicable, in its
reasonable, good faith judgment, considers material, or (iii) any waste
committed on the Mortgaged Property. The Master Servicer and Special Servicer
shall each forward copies of any such inspection reports prepared by it to the
Underwriters and the Controlling Class Representative upon request, subject to
payment of a reasonable fee.

     The Special Servicer, in the case of each Specially Serviced Mortgage Loan
and each REO Mortgage Loan that relates to an Administered REO Property, and the
Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall
each, consistent with the Servicing Standard, use reasonable efforts to obtain
quarterly, annual and other periodic operating statements and rent rolls with
respect to each of the related Mortgaged Properties and REO Properties. The
Special Servicer shall, promptly following receipt, deliver copies of the
operating statements and rent rolls received or obtained by it to the Master
Servicer, and the Master Servicer shall promptly deliver copies of the operating
statements and rent rolls received or obtained by it (including pursuant to this
sentence) to the Trustee, the Special Servicer, any related Serviced Non-Trust
Mortgage Loan Noteholder(s) (if the subject Mortgaged Property secures a
Serviced Loan Combination) or any Controlling Class Certificateholder, in each
case upon request.

     Within 30 days after receipt by the Master Servicer of any annual operating
statements with respect to any Mortgaged Property (other than the Meriden Mall
Mortgaged Property and the Grace Building Mortgaged Property) or Administered
REO Property, the Master Servicer with respect to a Performing Serviced Mortgage
Loan and the Special Servicer with respect to a Specially Serviced Mortgage Loan
or an REO Mortgage Loan that relates to an Administered REO Property shall
prepare or update and forward to the Trustee a CMSA NOI Adjustment Worksheet for
such Mortgaged Property or Administered REO Property (with, upon request, the
annual operating statements attached thereto as an exhibit).


                                     -182-


     The Master Servicer, with respect to a Performing Serviced Mortgage Loan,
and the Special Servicer, with respect to a Specially Serviced Mortgage Loan or
an REO Mortgage Loan that relates to an Administered REO Property, shall prepare
and maintain one CMSA Operating Statement Analysis Report for each Mortgaged
Property (other than the Meriden Mall Mortgaged Property and the Grace Building
Mortgaged Property) and Administered REO Property. The CMSA Operating Statement
Analysis Report for each such Mortgaged Property and REO Property is to be
updated by the Master Servicer or Special Servicer, as applicable, within 30
days after its receipt of updated operating statements for a Mortgaged Property
or REO Property, as the case may be. The Master Servicer or Special Servicer, as
applicable, shall use the "Normalized" column from the CMSA NOI Adjustment
Worksheet for any Mortgaged Property or REO Property, as the case may be, to
update and normalize the corresponding annual year-end information in the CMSA
Operating Statement Analysis Report and shall use any annual operating
statements and related data fields received with respect to any Mortgaged
Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment
Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports
and CMSA NOI Adjustment Worksheets (as well as any comparable items received
with respect to an Outside Serviced Trust Mortgage Loan or any related REO
Property) are to be forwarded by the Master Servicer or the Special Servicer, as
applicable, to each other, the Trustee and any Controlling Class
Certificateholder, in each case upon request.

     (b) Not later than 12:00 p.m. (New York City time) on the Business Day
after each Trust Determination Date, the Special Servicer shall deliver or cause
to be delivered to the Master Servicer the following reports with respect to the
Specially Serviced Trust Mortgage Loans and any Administered REO Properties and,
to the extent that the subject information relates to when they were Specially
Serviced Trust Mortgage Loans, with respect to any Corrected Trust Mortgage
Loans, providing the required information as of the related Determination Date:
(A) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a
CMSA Delinquent Loan Status Report; (D) a Loan Payoff Notification Report; (E) a
CMSA Historical Liquidation Report; (F) a CMSA Historical Loan Modification and
Corrected Mortgage Loan Report; and (G) a CMSA REO Status Report.

     (c) Not later than 2:00 p.m. (New York City time) on the first Business Day
prior to each Distribution Date, the Master Servicer shall deliver or cause to
be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon
request, any Controlling Class Certificateholder: (i) the most recent CMSA
Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical
Liquidation Report and CMSA REO Status Report received from the Special Servicer
pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA
Financial File, CMSA Loan Setup File (if modified), CMSA Loan Level Reserve/LOC
Report, CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status
Report and Loan Payoff Notification Report (in each case combining the reports
prepared by the Special Servicer and the Master Servicer); and (iii) a CMSA
Servicer Watch List with information that is current as of the related
Determination Date with respect to each subject Trust Mortgage Loan. The Master
Servicer shall incorporate in the foregoing reports any information and reports
received (by the date in the month of such Distribution Date that such
information and reports are scheduled to be received in accordance with the
Meriden Mall Servicing Agreement) from the applicable Meriden Mall Servicer with
respect to the Meriden Mall Trust Mortgage Loan or any Meriden Mall REO Trust
Mortgage Loan. The Master Servicer shall also incorporate in the foregoing
reports any information and reports received (by the date in the month of such
Distribution Date that such information and reports are scheduled to be received
in accordance with the Grace Building Servicing Agreement) from the applicable
Grace Building Servicer with respect to


                                     -183-


the Grace Building Trust Mortgage Loan or any Grace Building REO Trust Mortgage
Loan. The Master Servicer shall include on one of such reports updated
information as of the applicable Determination Date regarding the amount of
accrued and unpaid interest on Advances in accordance with Section 3.11(g)
and/or 4.03(d), such information to be presented on a loan-by-loan basis.

     If the Master Servicer or the Special Servicer determines, in its
reasonable judgment, that information regarding the Trust Mortgage Loans and REO
Properties (in addition to the information otherwise required to be contained in
the CMSA Investor Reporting Package) should be disclosed to Certificateholders
and Certificate Owners, then the Master Servicer or, solely as to Specially
Serviced Mortgage Loans or REO Mortgage Loans that relate to Administered REO
Properties, the Special Servicer, shall so notify the Trustee, set forth such
information in an additional report, in a format reasonably acceptable to the
Trustee and the Master Servicer and, if applicable, the Special Servicer (the
"Supplemental Report"), and deliver such report to the Trustee upon preparation
thereof or simultaneously with the delivery of the Master Servicer's reports
described in the first paragraph of this Section 3.12(c).

     In addition, during any fiscal year of the Trust until the Trustee provides
written notice that it has filed a Form 15 with respect to the Trust as to that
fiscal year in accordance with Section 8.15(c), each of the Master Servicer
(solely with respect to Performing Serviced Mortgage Loans) and the Special
Servicer (solely with respect to Specially Serviced Mortgage Loans or REO
Mortgage Loans that relate to Administered REO Properties and any material
impairment to any such Mortgage Loan), shall monitor for the occurrence of any
events specified under Section 8.15(b) and (to the extent the Master Servicer or
the Special Servicer, as applicable, has actual knowledge of, or should (in
performing its obligations in accordance with the Servicing Standard) have
actual knowledge of, any such event) shall promptly, but not later than one
Business Day after obtaining knowledge of such event, so notify the Trustee and
the Depositor, set forth such information in a Supplemental Report, and deliver
such report to the Trustee upon preparation thereof.

     (d) The Special Servicer shall deliver to the Master Servicer the reports
set forth in Section 3.12(b) in an electronic format reasonably acceptable to
the Special Servicer and the Master Servicer, and the Master Servicer shall
deliver to the Trustee, the Special Servicer and, upon request, any Controlling
Class Certificateholder the reports set forth in Section 3.12(c) in an
electronic format reasonably acceptable to the Master Servicer and the Trustee.
The Master Servicer may, absent manifest error, conclusively rely on the reports
to be provided by the Special Servicer pursuant to Section 3.12(b) and, with
respect to an Outside Serviced Trust Mortgage Loan, by a related Outside
Servicer pursuant to the related Outside Servicing Agreement. The Trustee may,
absent manifest error, conclusively rely on the reports to be provided by the
Master Servicer pursuant to Section 3.12(c) to the extent that the underlying
information is solely within the control of the Master Servicer or the Special
Servicer. In the case of information or reports to be furnished by the Master
Servicer to the Trustee pursuant to Section 3.12(c), to the extent that such
information is based on reports to be provided by the Special Servicer pursuant
to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing
Agreement, and/or if such reports are to be prepared and delivered by the
Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant
to an Outside Servicing Agreement, then, so long as the Master Servicer and the
party required to provide the subject reports are not the same Person or
Affiliates, the Master Servicer shall have no obligation to provide such
information or reports to the Trustee until it has received such information or
reports from the Special Servicer or the relevant Outside Servicer, as
applicable. The Master Servicer shall not be in default hereunder due to a delay
in


                                     -184-


providing the reports required by Section 3.12(c) caused by the Special
Servicer's failure to timely provide any report required under Section 3.12(b)
of this Agreement, or by an Outside Servicer's failure to provide any report
required to be provided to the holder of the related Outside Serviced Trust
Mortgage Loan pursuant to the related Outside Servicing Agreement or the related
Co-Lender Agreement, as applicable.

     (e) The preparation and maintenance by the Master Servicer and the Special
Servicer of all the reports specified in this Section 3.12, including the
calculations made therein, shall be done in accordance with CMSA standards to
the extent applicable thereto.

     SECTION 3.12A. Delivery of Certain Reports to the Serviced Non-Trust
                    Mortgage Loan Noteholders.

     (a) The Master Servicer shall promptly deliver to each Serviced Non-Trust
Mortgage Loan Noteholder: (i) copies of operating statements and rent rolls;
(ii) upon request, annual CMSA NOI Adjustment Worksheets (with annual operating
statements as exhibits); and (iii) annual CMSA Operating Statement Analysis
Reports, in each case prepared, received or obtained by it pursuant to Section
3.12 with respect to the Mortgaged Property securing the related Serviced Loan
Combination.

     (b) If the Mortgage Loans forming a Serviced Loan Combination constitute
Specially Serviced Mortgage Loans, or if a Mortgaged Property securing a
Serviced Loan Combination has become an REO Property, then each calendar month,
not later than 12:00 p.m. (New York City time) on the Business Day after each
applicable Loan Combination Determination Date, the Special Servicer shall
deliver or cause to be delivered to the Master Servicer the following reports
with respect to such Serviced Loan Combination and/or the related Mortgaged
Property, providing the required information as of the related Loan Combination
Determination Date: (i) a CMSA Property File (or similar report satisfactory to
the Master Servicer); and (ii) a CMSA Comparative Financial Status Report (or
similar report satisfactory to the Master Servicer). If the Mortgage Loans
forming a Serviced Loan Combination constitute Specially Serviced Mortgage
Loans, or if a Mortgaged Property securing a Serviced Loan Combination has
become an REO Property, then each calendar month, not later than 10:00 a.m. (New
York City time) on the second Business Day prior to the applicable Loan
Combination Master Servicer Remittance Date in such month, the Special Servicer
shall deliver or cause to be delivered to the Master Servicer such of the
following reports as may be relevant with respect to such Serviced Loan
Combination and/or the related Mortgaged Property: (i) a CMSA Delinquent Loan
Status Report; (ii) a Loan Payoff Notification Report, (iii) a CMSA Historical
Liquidation Report; (iv) a CMSA Historical Loan Modification and Corrected
Mortgage Loan Report; and (v) a CMSA REO Status Report.

     (c) Prior to 12:00 noon (New York City time) on each applicable Master
Servicer Remittance Date, the Master Servicer shall, with respect to each
Serviced Loan Combination, prepare all Loan Combination Servicing Reports as may
be relevant and that are not otherwise required to be prepared by the Special
Servicer pursuant to Section 3.12A(b). The Master Servicer shall also include on
one of such reports updated information as of the applicable Loan Combination
Determination Date regarding the amount of accrued and unpaid interest on
Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to
be presented on a loan-by-loan basis.

     (d) The Special Servicer shall deliver to the Master Servicer the reports
set forth in Section 3.12A(b) in an electronic format reasonably acceptable to
the Special Servicer and the Master


                                     -185-

Servicer. The Master Servicer may, absent manifest error, conclusively rely on
the reports to be provided by the Special Servicer pursuant to Section 3.12A(b).
In the case of information or reports to be furnished by the Master Servicer to
a Serviced Non-Trust Mortgage Loan Noteholder pursuant to Section 3.12B(a), to
the extent that such information is based on reports to be provided by the
Special Servicer pursuant to Section 3.12A(b) and/or that such reports are to be
prepared and delivered by the Special Servicer pursuant to Section 3.12A(b), so
long as the Master Servicer and the Special Servicer are not the same Person or
Affiliates, the Master Servicer shall have no obligation to provide such
information or reports until it has received such information or reports from
the Special Servicer, and the Master Servicer shall not be in default hereunder
due to a delay in providing the reports required by Section 3.12B(a) caused by
the Special Servicer's failure to timely provide any report required under
Section 3.12A(b) of this Agreement.

     (e) The preparation and maintenance by the Master Servicer and the Special
Servicer of all the reports specified in this Section 3.12A, including the
calculations made therein, shall be done in accordance with CMSA standards, to
the extent applicable thereto.

     SECTION 3.12B. Statements to the Serviced Non-Trust Mortgage Loan
                    Noteholders.

     (a) Not later than 12:00 noon (New York City time) on each related Master
Servicer Remittance Date, the Master Servicer shall forward to the related
Non-Trust Mortgage Loan Noteholder(s) all related Loan Combination Servicing
Reports prepared with respect to each Serviced Loan Combination, pursuant to
Section 3.12A, during the calendar month in which such Master Servicer
Remittance Date occurs.

     (b) The Master Servicer shall only be obligated to deliver the statements,
reports and information contemplated by Section 3.12B(a) to the extent it
receives the necessary underlying information from the Special Servicer and
shall not be liable for its failure to deliver such statements, reports and
information on the prescribed due dates, to the extent caused by the failure of
the Special Servicer to deliver timely such underlying information. Nothing
herein shall obligate the Master Servicer or the Special Servicer to violate any
applicable law prohibiting disclosure of information with respect to the related
Mortgagor, and the failure of the Master Servicer or the Special Servicer to
disseminate information for such reason shall not be a breach hereunder.

     Absent manifest error of which it has actual knowledge, neither the Master
Servicer nor the Special Servicer shall be responsible for the accuracy or
completeness of any information supplied to it by a Mortgagor, a Mortgage Loan
Seller or third party that is included in any reports, statements, materials or
information prepared or provided by the Master Servicer or the Special Servicer,
as applicable, pursuant to this Agreement. Neither the Master Servicer nor the
Special Servicer shall have any obligation to verify the accuracy or
completeness of any information provided by a Mortgagor, a Mortgage Loan Seller,
a third party or each other.

     SECTION 3.13. Annual Statement as to Compliance.

     Each of the Master Servicer and the Special Servicer shall deliver to the
Trustee, the Rating Agencies, the Depositor, the Underwriters, each Serviced
Non-Trust Mortgage Loan Noteholder and each other, on or before April 30 of each
year, beginning in 2005 (or, as to any such year, such earlier date as is
contemplated by the last sentence of this Section 3.13), an Officer's
Certificate (the "Annual Performance Certification") stating, as to the signer
thereof, that (i) a review of the activities of


                                     -186-


the Master Servicer or the Special Servicer, as the case may be, during the
preceding calendar year (or, in the case of the first such certification, during
the period from the Closing Date to December 31, 2004, inclusive) and, in
particular, of its performance under this Agreement, has been made under such
officer's supervision, (ii) to the best of such officer's knowledge, based on
such review, the Master Servicer or the Special Servicer, as the case may be,
has fulfilled all of its material obligations under this Agreement in all
material respects throughout such preceding calendar year or portion thereof
(or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof), and (iii) the Master Servicer or the Special Servicer, as- the case
may be, has received no notice regarding the qualification, or challenging the
status, of any REMIC Pool as a REMIC or the Grantor Trust as a grantor trust,
from the IRS or any other governmental agency or body (or, if it has received
any such notice, specifying the details thereof). Notwithstanding the timing
provided for in the first sentence of this paragraph, if (as confirmed in
writing by the Depositor) the Depositor or any other party hereto is required to
file an Annual Report on Form 10-K with the Commission in respect of the Trust
covering any particular calendar year, or (if applicable) any other depositor,
trustee and/or other certifying party and certifying officer with respect to a
related securitization trust is required to file an Annual Report on Form 10-K
with the Commission in connection with the securitization of any Serviced
Non-Trust Mortgage Loan covering any particular calendar year, then the Annual
Performance Certification to be delivered by each of the Master Servicer and the
Special Servicer during the following year, shall be delivered on or before
March 20 of such following year to the Depositor, each Serviced Non-Trust
Mortgage Loan Noteholder and any depositor, trustee and/or other certifying
party and certifying officer with respect to a related securitization trust, as
applicable; and the Master Servicer and the Special Servicer are hereby notified
that the Depositor is required to file an Annual Report on Form 10-K with the
Commission in respect of the Trust covering calendar year 2004.

     SECTION 3.14. Reports by Independent Public Accountants.

     On or before April 30 of each year, beginning in 2005 (or, as to any such
year, such earlier date as is contemplated by the last sentence of this
paragraph), each of the Master Servicer and the Special Servicer at its expense
shall cause a firm of independent public accountants (which may also render
other services to the Master Servicer or the Special Servicer) that is a member
of the American Institute of Certified Public Accountants to furnish a statement
(the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the
Depositor, the Underwriters, each Serviced Non-Trust Mortgage Loan Noteholder
and each other, to the effect that (i) such firm has obtained a letter of
representation regarding certain matters from the management of the Master
Servicer or the Special Servicer, as applicable, which includes an assertion
that the Master Servicer or the Special Servicer, as applicable, has complied
with certain minimum mortgage loan servicing standards (to the extent applicable
to commercial and multifamily mortgage loans), identified in the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America, with respect to the servicing of commercial and
multifamily mortgage loans during the most recently completed calendar year, and
(ii) on the basis of an examination conducted by such firm in accordance with
standards established by the American Institute of Certified Public Accountants,
such representation is fairly stated in all material respects, subject to such
exceptions and other qualifications that may be appropriate. In rendering its
report such firm may rely, as to matters relating to the direct servicing of
commercial and multifamily mortgage loans by sub-servicers, upon comparable
reports of firms of independent certified public accountants rendered (within
one year of such report) on the basis of examinations conducted in accordance
with the same standards with respect to those sub-servicers. Notwithstanding the
timing


                                     -187-


provided for in the first sentence of this paragraph, if (as confirmed in
writing by the Depositor) the Depositor is required to file an Annual Report on
Form 10-K with the Commission in respect of the Trust covering any particular
calendar year, or (if applicable) any other depositor, trustee and/or other
certifying party and certifying officer with respect to a related securitization
trust is required to file an Annual Report on Form 10-K with the Commission in
connection with the securitization of any Serviced Non-Trust Mortgage Loan
covering any particular calendar year, then the Annual Accountants' Report to be
delivered on behalf of each of the Master Servicer and the Special Servicer
during the following year shall be delivered to the Depositor, each Serviced
Non-Trust Mortgage Loan Noteholder and any depositor, trustee and/or other
certifying party and certifying officer with respect to a related securitization
trust, as applicable, on or before March 20 of such following year and shall not
contain any restrictions on the filing thereof with the Commission with respect
to calendar year 2004; and the Master Servicer and the Special Servicer are
hereby notified that the Depositor is required to file an Annual Report on Form
10-K (including the foregoing Annual Accountants' Report) with the Commission in
respect of the Trust covering calendar year 2004.

     The Master Servicer and the Special Servicer, to the extent applicable,
will reasonably cooperate with the Depositor in conforming any reports delivered
pursuant to this Section 3.14 to requirements imposed by the Commission on the
Depositor in connection with the Depositor's reporting requirements in respect
of the Trust Fund pursuant to the Exchange Act, provided that the Master
Servicer and Special Servicer shall each be entitled to charge the Depositor for
any reasonable additional costs and expenses incurred in affording the Depositor
such cooperation.

     SECTION 3.15. Access to Certain Information.

     (a) Each of the Master Servicer and the Special Servicer shall afford to
the Trustee, the Underwriters, the Rating Agencies, the Depositor, any
Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any
Certificate Owner (identified as such to the reasonable satisfaction of the
Master Servicer or the Special Servicer, as the case may be), and to the OTS,
the FDIC and any other banking or insurance regulatory authority that may
exercise authority over any Certificateholder, any Certificate Owner (identified
as such to the reasonable satisfaction of the Master Servicer or the Special
Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan
Noteholder, access to any records regarding the Serviced Mortgage Loans and the
servicing thereof within its control (which access shall be limited, in the case
of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority
seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder,
to records relating to the related Serviced Non-Trust Mortgage Loan), except to
the extent it is prohibited from doing so by applicable law or contract or to
the extent such information is subject to a privilege under applicable law to be
asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage
Loan Noteholders. Such access shall be afforded only upon reasonable prior
written request and during normal business hours at the offices of the Master
Servicer or the Special Servicer, as the case may be, designated by it.

     In connection with providing or granting any information or access
pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a
Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may
exercise authority over a Certificateholder, a Certificate Owner or a Serviced
Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer
each may require payment from such Certificateholder, a Certificate Owner or a
Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the
reasonable costs and expenses of providing such


                                     -188-


information or access, including copy charges and reasonable fees for employee
time and for space; provided that no charge may be made if such information or
access was required to be given or made available under applicable law. In
connection with providing Certificateholders and Certificate Owners access to
the information described in the preceding paragraph, the Master Servicer and
the Special Servicer shall require (prior to affording such access) a written
confirmation executed by the requesting Person substantially in such form as may
be reasonably acceptable to the Master Servicer or the Special Servicer, as the
case may be, generally to the effect that such Person is a Holder of
Certificates or a beneficial holder of Book-Entry Certificates and will keep
such information confidential.

     Upon the reasonable request of any Certificateholder, or any Certificate
Owner identified to the Master Servicer to the Master Servicer's reasonable
satisfaction, the Master Servicer may provide (or forward electronically) (at
the expense of such Certificateholder or Certificate Owner) copies of any
operating statements, rent rolls and financial statements obtained by the Master
Servicer or the Special Servicer; provided that, in connection therewith, the
Master Servicer shall require a written confirmation executed by the requesting
Person substantially in such form as may be reasonably acceptable to the Master
Servicer, generally to the effect that such Person is a Holder of Certificates
or a beneficial holder of Book-Entry Certificates and will keep such information
confidential.

     (b) No less often than on a monthly basis, upon reasonable prior notice and
during normal business hours, each of the Master Servicer and the Special
Servicer shall, without charge, make a knowledgeable Servicing Officer available
to answer questions (if and to the extent the Master Servicer or the Special
Servicer, as the case may be, is responsible (or, in the case of the Special
Servicer, would be responsible upon the occurrence of a Servicing Transfer
Event) for the servicing thereof) from the following parties: (i) the
Controlling Class Representative regarding the performance and servicing of the
Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan
Combination Controlling Party regarding the performance and servicing of each
Serviced Loan Combination and/or any related REO Property. Except as provided in
the following sentence, in connection with providing the Controlling Class
Representative with the information described in the preceding sentence, the
Master Servicer and the Special Servicer shall require (prior to providing such
information for the first time to such Controlling Class Representative) a
Controlling Class Representative Confirmation (as defined in Section 6.09(b)),
generally to the effect that such Person will keep any information received by
it from time to time pursuant to this Agreement confidential (other than with
respect to communications with the Controlling Class). In the case of the
initial Controlling Class Representative, upon its or an Affiliate's acquisition
of the Class T Certificates, such entity shall be deemed to have agreed to keep
all non-public information received by it in such capacity from time to time
pursuant to this Agreement confidential, subject to applicable law, and such
initial Controlling Class Representative shall be deemed to have made such
agreement without delivery of the Controlling Class Representative Confirmation.

     SECTION 3.16. Title to REO Property; REO Accounts.

     (a) If title to any Mortgaged Property (other than the Meriden Mall
Mortgaged Property or the Grace Building Mortgaged Property) is acquired, the
deed or certificate of sale shall be issued to the Trustee or its nominee on
behalf of the Certificateholders and, in the case of a Mortgaged Property that
secures a Serviced Loan Combination, on behalf of the related Serviced Non-Trust
Mortgage Loan Noteholder(s). If, pursuant to Section 3.09(b), the Special
Servicer formed or caused to be formed, at the expense of the Trust, a single
member limited liability company (of which the Trust is


                                     -189-


the sole member) for the purpose of taking title to one or more Administered REO
Properties pursuant to this Agreement, then (subject to the interests of any
affected Serviced Non-Trust Mortgage Loan Noteholder), the deed or certificate
of sale with respect to any such Administered REO Property shall be issued to
such single member limited liability company. The limited liability company
shall be a manager-managed limited liability company, with the Special Servicer
to serve as the initial manager to manage the property of the limited liability
company, including any applicable Administered REO Property, in accordance with
the terms of this Agreement as if such property was held directly in the name of
the Trust or Trustee under this Agreement.

     The Special Servicer, on behalf of the Trust Fund and, in the case of any
Administered REO Property that relates to a Serviced Loan Combination, the
related Serviced Non-Trust Mortgage Loan Noteholder(s), shall sell any
Administered REO Property by the end of the third calendar year following the
calendar year in which REMIC I acquires ownership of such REO Property for
purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either
(i) applies, more than 60 days prior to the end of such third succeeding year,
for and is granted an extension of time (an "REO Extension") by the IRS to sell
such REO Property or (ii) obtains for the Trustee an Opinion of Counsel,
addressed to the Trustee, the Special Servicer and the Master Servicer, to the
effect that the holding by REMIC I of such Administered REO Property subsequent
to the end of such third succeeding year will not result in the imposition of
taxes on "prohibited transactions" (as defined in Section 860F of the Code) of
any REMIC Pool or cause any REMIC Pool to fail to qualify as a REMIC at any time
that any Certificates are outstanding. If the Special Servicer is granted the
REO Extension contemplated by clause (i) of the immediately preceding sentence
or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, the Special Servicer shall sell the subject Administered REO
Property within such extended period as is permitted by such REO Extension or
such Opinion of Counsel, as the case may be. Any expense incurred by the Special
Servicer in connection with its obtaining the REO Extension contemplated by
clause (i) of the second preceding sentence or its obtaining the Opinion of
Counsel contemplated by clause (ii) of the second preceding sentence, or for the
creation of and the operating of a single member limited liability company,
shall be covered by, and reimbursable as, a Servicing Advance.

     (b) The Special Servicer shall segregate and hold all funds collected and
received in connection with any Administered REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur in
respect of any Mortgaged Property (other than a Mortgaged Property that secures
a Loan Combination), the Special Servicer shall establish and maintain one or
more accounts (collectively, the "Pool REO Account"), to be held on behalf of
the Trustee in trust for the benefit of the Certificateholders, for the
retention of revenues and other proceeds derived from each REO Property (other
than any REO Property that relates to a Loan Combination). If such REO
Acquisition occurs with respect to the Mortgaged Property that secures any
Serviced Loan Combination, then the Special Servicer shall establish one or more
accounts solely with respect to such property (the related "Loan Combination REO
Account"), to be held for the benefit of the Certificateholders and the related
Serviced Non-Trust Mortgage Loan Noteholder(s). The Pool REO Account and each
Loan Combination REO Account shall each be an Eligible Account. The Special
Servicer shall deposit, or cause to be deposited, in the applicable REO Account,
upon receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and
Liquidation Proceeds received in respect of any Administered REO Property. Funds
in an REO Account (other than any such funds representing Additional Interest)
may be invested in Permitted Investments in accordance with Section 3.06. The
Special Servicer shall be entitled to make withdrawals from an REO Account to
pay itself, as additional special servicing


                                     -190-


compensation in accordance with Section 3.11(d), interest and investment income
earned in respect of amounts held in such REO Account as provided in Section
3.06(b) (but only to the extent of the Net Investment Earnings with respect to
such REO Account for any related Investment Period). The Special Servicer shall
give notice to the Trustee and the Master Servicer of the location of each REO
Account, and shall give notice to the related Serviced Non-Trust Mortgage Loan
Noteholder(s) of the location of any Loan Combination REO Account, in each case
when first established and of the new location of any such REO Account prior to
any change thereof.

     (c) The Special Servicer shall withdraw from the related REO Account funds
necessary for the proper operation, management, leasing, maintenance and
disposition of any Administered REO Property, but only to the extent of amounts
on deposit in such REO Account relating to such REO Property. On the Business
Day following each Trust Determination Date, the Special Servicer shall withdraw
from any Pool REO Account and deposit into the Pool Custodial Account (or
deliver to the Master Servicer or such other Person as may be designated by the
Master Servicer for deposit into the Pool Custodial Account) the aggregate of
all amounts received in respect of each Administered REO Property (other than
any Administered REO Property relating to a Serviced Loan Combination) during
the Trust Collection Period ending on such Trust Determination Date, net of any
withdrawals made out of such amounts pursuant to the preceding sentence and,
further, net of any reserves to be maintained in the Pool REO Account in
accordance with the last sentence of this Section 3.16(c). On the Business Day
following each related Loan Combination Determination Date, the Special Servicer
shall withdraw from the Loan Combination REO Account related to any Serviced
Loan Combination and deposit into the Loan Combination Custodial Account that
relates to such Serviced Loan Combination (or deliver to the Master Servicer or
such other Person as may be designated by the Master Servicer for deposit into
such Loan Combination Custodial Account) the aggregate of all amounts received
in respect of any Administered REO Property that relates to such Serviced Loan
Combination during the related Loan Combination Collection Period ending on such
related Loan Combination Determination Date, net of any withdrawals made out of
such amounts pursuant to the second preceding sentence and, further, net of any
reserves to be maintained in the related Loan Combination REO Account in
accordance with the last sentence of this Section 3.16(c). Notwithstanding the
foregoing, the Special Servicer may retain in the related REO Account such
portion of proceeds and collections in respect of any Administered REO Property
as may be necessary to maintain a reserve of sufficient funds for the proper
operation, management, leasing, maintenance and disposition of such REO Property
(including the creation of a reasonable reserve for repairs, replacements,
necessary capital replacements and other related expenses), such reserve not to
exceed an amount sufficient to cover such items to be incurred during the
following twelve-month period.

     (d) The Special Servicer shall keep and maintain separate records, on a
property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, each REO Account pursuant to Section 3.16(b) or (c). The
Special Servicer shall provide the Master Servicer any information with respect
to each REO Account as is reasonably requested by the Master Servicer.

     (e) Notwithstanding anything to the contrary, this Section 3.16 shall not
apply to any Meriden Mall REO Property or any Grace Building REO Property.


                                     -191-


     SECTION 3.17. Management of REO Property.

     (a) Prior to the acquisition by it of title to a Mortgaged Property (other
than the Meriden Mall Mortgaged Property or the Grace Building Mortgaged
Property), the Special Servicer shall review the operation of such Mortgaged
Property and determine the nature of the income that would be derived from such
property if it were acquired by the Trust Fund. If the Special Servicer
determines from such review that:

         (i) None of the income from Directly Operating such Mortgaged Property
  would be subject to tax as "net income from foreclosure property" within the
  meaning of the REMIC Provisions or would be subject to the tax imposed on
  "prohibited transactions" under Section 860F of the Code (either such tax
  referred to herein as an "REO Tax"), then such Mortgaged Property may be
  Directly Operated by the Special Servicer as REO Property;

         (ii) Directly Operating such Mortgaged Property as REO Property could
  result in income from such property that would be subject to an REO Tax, but
  that a lease of such property to another party to operate such property, or
  the performance of some services by an Independent Contractor with respect to
  such property, or another method of operating such property would not result
  in income subject to an REO Tax, then the Special Servicer may (provided that
  in the good faith and reasonable judgment of the Special Servicer, it is
  commercially reasonable) acquire such Mortgaged Property as REO Property and
  so lease or operate such REO Property; or

         (iii) It is reasonable to believe that Directly Operating such property
  as REO Property could result in income subject to an REO Tax and that no
  commercially reasonable means exists to operate such property as REO Property
  without the Trust Fund incurring or possibly incurring an REO Tax on income
  from such property, the Special Servicer shall deliver to the Tax
  Administrator, in writing, a proposed plan (the "Proposed Plan") to manage
  such property as REO Property. Such plan shall include potential sources of
  income, and, to the extent reasonably possible, estimates of the amount of
  income from each such source. Upon request of the Special Servicer, the Tax
  Administrator shall advise the Special Servicer of the Tax Administrator's
  federal income tax reporting position with respect to the various sources of
  income that the Trust Fund would derive under the Proposed Plan. After
  receiving the information described in the preceding sentence from the Tax
  Administrator, the Special Servicer shall implement the Proposed Plan (after
  acquiring the respective Mortgaged Property as REO Property), with any
  amendments required to be made thereto as a result of the Tax Administrator's
  tax reporting position.

     The Special Servicer's decision as to how each Administered REO Property
shall be managed and operated shall be based on the Servicing Standard and,
further, based on the good faith and reasonable judgment of the Special Servicer
as to which means would be in the best interest of the Certificateholders (and,
in the case of any Administered REO Property related to a Serviced Loan
Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as a
collective whole, by maximizing (to the extent commercially reasonable and
consistent with Section 3.17(b)) the net after-tax REO Revenues received with
respect to such property without materially impairing the Special Servicer's
ability to promptly sell such property for a fair price. In connection with
performing their respective duties under this Section 3.17(a), both the Special
Servicer and the Tax Administrator may


                                     -192-


consult with counsel and tax accountants, the reasonable cost of which
consultation shall be covered by, and be reimbursable as, a Servicing Advance to
be made by the Special Servicer.

     (b) If title to any Administered REO Property is acquired, the Special
Servicer shall manage, conserve, protect and operate such REO Property for the
benefit of the Certificateholders (and, in the case of any Administered REO
Property related to a Serviced Loan Combination, the related Serviced Non-Trust
Mortgage Loan Noteholder(s)) solely for the purpose of its prompt disposition
and sale in a manner that does not and will not: (i) cause such REO Property to
fail to qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of the Code for purposes of Section 860D(a) of the Code; or (ii)
except as contemplated by Section 3.17(a), either result in the receipt by any
REMIC Pool of any "income from non-permitted assets" within the meaning of
Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event or an
Adverse Grantor Trust Event. Subject to the foregoing, however, the Special
Servicer shall have full power and authority to do any and all things in
connection therewith as are consistent with the Servicing Standard and,
consistent therewith, shall withdraw from the related REO Account, to the extent
of amounts on deposit therein with respect to any Administered REO Property,
funds necessary for the proper operation, management, maintenance and
disposition of such REO Property, including:

         (i) all insurance premiums due and payable in respect of such REO
  Property;

         (ii) all real estate taxes and assessments in respect of such REO
  Property that may result in the imposition of a lien thereon;

         (iii) any ground rents in respect of such REO Property; and

         (iv) all costs and expenses necessary to maintain, lease, sell,
  protect, manage, operate and restore such REO Property.

     To the extent that amounts on deposit in the related REO Account in respect
of any Administered REO Property are insufficient for the purposes set forth in
the preceding sentence with respect to such REO Property, the Master Servicer
shall, at the direction of the Special Servicer, make Servicing Advances in such
amounts as are necessary for such purposes unless the Master Servicer
determines, in accordance with the Servicing Standard, that such payment would
be a Nonrecoverable Advance; provided, however, that the Master Servicer may
make any such Servicing Advance without regard to recoverability if it is a
necessary fee or expense incurred in connection with the defense or prosecution
of legal proceedings.

     (c) Without limiting the generality of the foregoing, the Special Servicer
shall not, with respect to any Administered REO Property:

         (i) enter into, renew or extend any New Lease with respect to such
  Administered REO Property, if the New Lease, by its terms would give rise to
  any income that does not constitute Rents from Real Property;

         (ii) permit any amount to be received or accrued under any New Lease
  other than amounts that will constitute Rents from Real Property;


                                     -193-


         (iii) authorize or permit any construction on such Administered REO
  Property, other than the completion of a building or other improvement
  thereon, and then only if more than 10% of the construction of such building
  or other improvement was completed before default on the related Serviced
  Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B)
  of the Code; or

         (iv) Directly Operate, or allow any other Person, other than an
  Independent Contractor, to Directly Operate such Administered REO Property on
  any date more than 90 days after the related REO Acquisition;

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Master Servicer, at the
direction of the Special Servicer, and shall be reimbursable as a Servicing
Advance) to the effect that such action would not cause such Administered REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code for purposes of Section 860D(a) of the Code at
any time that it is held by REMIC I, in which case the Special Servicer may take
such actions as are specified in such Opinion of Counsel.

     (d) The Special Servicer may contract with any Independent Contractor for
the operation and management of any Administered REO Property; provided that:

         (i) the terms and conditions of any such contract shall not be
  inconsistent herewith and shall reflect an agreement reached at arm's length;

         (ii) the fees of such Independent Contractor (which shall be expenses
  of the Trust Fund and, in the case of any Administered REO Property that
  relates to a Serviced Loan Combination, the related Serviced Non-Trust
  Mortgage Loan Noteholder(s)) shall be reasonable and customary in
  consideration of the nature and locality of such Administered REO Property;

         (iii) except as permitted under Section 3.17(a), any such contract
  shall require, or shall be administered to require, that the Independent
  Contractor, in a timely manner, (A) pay out of related REO Revenues all costs
  and expenses incurred in connection with the operation and management of such
  Administered REO Property, including those listed in Section 3.17(b) above,
  and (B) except to the extent that such revenues are derived from any services
  rendered by the Independent Contractor to tenants of such Administered REO
  Property that are not customarily furnished or rendered in connection with the
  rental of real property (within the meaning of Section 1.856-4(b)(5) of the
  Treasury regulations or any successor provision), remit all related revenues
  collected (net of its fees and such costs and expenses) to the Special
  Servicer upon receipt;

         (iv) none of the provisions of this Section 3.17(d) relating to any
  such contract or to actions taken through any such Independent Contractor
  shall be deemed to relieve the Special Servicer of any of its duties and
  obligations hereunder with respect to the operation and management of such
  Administered REO Property; and

         (v) the Special Servicer shall be obligated with respect thereto to the
  same extent as if it alone were performing all duties and obligations in
  connection with the operation and management of such Administered REO
  Property.


                                     -194-


     The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations under Section 3.16 and this Section 3.17 for indemnification of the
Special Servicer by any such Independent Contractor, and nothing in this
Agreement shall be deemed to limit or modify such indemnification. No agreement
entered into pursuant to this Section 3.17(d) shall be deemed a Sub-Servicing
Agreement for purposes of Section 3.22.

     (e) Notwithstanding anything to the contrary, this Section 3.17 shall not
apply to any Meriden Mall REO Property or any Grace Building REO Property.

     SECTION 3.18. Sale of Trust Mortgage Loans and Administered REO Properties.

     (a) The Master Servicer, the Special Servicer or the Trustee may sell or
purchase, or permit the sale or purchase of, a Trust Mortgage Loan or
Administered REO Property only in connection with a Permitted Purchase of such
Trust Mortgage Loan or Administered REO Property, as the case may be, and/or in
connection with a sale of such Administered REO Property in accordance with this
Section 3.18.

     (b) Within five (5) Business Days after any Trust Mortgage Loan has become
a Specially Serviced Trust Mortgage Loan, the Special Servicer shall give notice
of such event to the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if
such Trust Mortgage Loan is part of a Serviced Loan Combination), each Holder of
a Certificate of the Controlling Class and the Trustee. The Special Servicer,
any single Holder or any group of Certificateholders evidencing a majority of
the Voting Rights allocated to the Controlling Class and any assignees of the
foregoing parties (collectively, the "Purchase Option Holders") shall each have
the option to purchase such Specially Serviced Trust Mortgage Loan at a cash
price that is at least equal to the Purchase Price; provided that a material
default exists with respect to such Specially Serviced Trust Mortgage Loan. The
Special Servicer shall accept the first offer by a Purchase Option Holder that
is at least equal to the Purchase Price for the subject Trust Mortgage Loan.

     (c) If none of the Purchase Option Holders exercises its option to purchase
any Specially Serviced Trust Mortgage Loan as described in subsection (b) above,
then each Purchase Option Holder will also have the option to purchase that
Specially Serviced Trust Mortgage Loan at a price equal to the fair value (the
"FV Price") of such Specially Serviced Trust Mortgage Loan; provided that a
material default exists with respect to such Specially Serviced Trust Mortgage
Loan. Upon receipt of a request from any Purchase Option Holder to determine the
FV Price in contemplation of its intention to exercise its option to purchase a
Specially Serviced Trust Mortgage Loan as to which a material default exists at
a price that is below the Purchase Price, the Special Servicer shall promptly
obtain an MAI appraisal of the related Mortgaged Property by an Independent
Appraiser (unless such an appraisal was obtained within one year of such date
and the Special Servicer has no knowledge of any circumstances that would
materially affect the validity of such appraisal). Promptly after obtaining such
appraisal, the Special Servicer shall determine the FV Price for the subject
Specially Serviced Trust Mortgage Loan in accordance with the Servicing Standard
and the provisions of subsection (i) below. Promptly after determining such FV
Price, the Special Servicer shall report such FV Price to the Trustee and each
Purchase Option Holder.

     (d) In the event that the Special Servicer determines that it is willing,
or another Purchase Option Holder notifies the Special Servicer that it is
willing, to purchase any Specially


                                     -195-


Serviced Trust Mortgage Loan as to which a material default exists (the party
submitting such bid, the "Initial Bidder") at a price equal to or above the FV
Price (a "FV Bid"), then the Special Servicer shall notify all other Purchase
Option Holders that it has made or received, as the case may be, such FV Bid
(without disclosing the amount of such FV Bid). All other Purchase Option
Holders may submit competing bids within the ten (10) Business Day period
following such notice. At the conclusion of the above-described ten (10)
Business Day period, the Special Servicer shall accept the highest bid received
from any Purchase Option Holder that is at least equal to the FV Price for the
subject Specially Serviced Trust Mortgage Loan.

     (e) If the Special Servicer accepts the bid of any Purchase Option Holder,
such Purchase Option Holder shall be required to purchase the subject Specially
Serviced Trust Mortgage Loan within ten (10) Business Days of receipt of notice
of such acceptance.

     (f) If the Special Servicer has not accepted a FV Bid prior to the
expiration of 120 days from its determination of the FV Price and thereafter
receives a FV Bid or a request from a Purchase Option Holder for an updated FV
Price, the Special Servicer shall within 45 days recalculate the FV Price (with
no presumption that such FV Price should be reduced on account of the lack of an
FV Bid) and repeat the notice and bidding procedure provided in subsection (d)
above until the purchase option terminates under subsection (j) below.

     (g) If the party exercising the purchase option at the FV Price for any
Specially Serviced Trust Mortgage Loan is the Special Servicer or an Affiliate
thereof, the Trustee shall verify that the FV Price of such Trust Mortgage Loan
is at least equal to the fair value of such Trust Mortgage Loan. In conducting
such verification, the Trustee will be permitted to conclusively rely on an
appraisal obtained by the Trustee from an Independent Appraiser at the time it
is required to verify such FV Price and/or the opinion of an Independent expert
in real estate matters (including the Master Servicer) with at least five years'
experience in valuing or investing in loans, similar to the subject Specially
Serviced Trust Mortgage Loan, that has been selected by the Trustee with
reasonable care at the expense of the Trust Fund.

     (h) Any Purchase Option Holder may, once such purchase option is
exercisable pursuant to this Section 3.18, assign its purchase option with
respect to any Specially Serviced Trust Mortgage Loan to a third party other
than another Purchase Option Holder or the related Mortgagor or any Affiliate
thereof; and, upon such assignment such third party shall have all of the rights
that had been granted to the Purchase Option Holder hereunder in respect of the
purchase option. Such assignment shall only be effective upon written notice
(together with a copy of the executed assignment and assumption agreement) being
delivered to the Trustee, the Master Servicer and the Special Servicer.

     (i) In determining the FV Price for any Specially Serviced Trust Mortgage
Loan under this Section 3.18, the Special Servicer may take into account, among
other factors, the results of any appraisal or updated appraisal that it or the
Master Servicer may have obtained in accordance with this Agreement within the
prior twelve months; the opinions on fair value expressed by Independent
investors in mortgage loans comparable to the subject Specially Serviced Trust
Mortgage Loan; the period and amount of any delinquency on the subject Specially
Serviced Trust Mortgage Loan; the physical condition of the related Mortgaged
Property; the state of the local economy; and the expected recoveries from the
subject Specially Serviced Trust Mortgage Loan if the Special Servicer were to


                                     -196-


pursue a workout or foreclosure strategy instead of selling such Mortgage Loan
to a Purchase Option Holder.

     (j) The purchase option for any Specially Serviced Trust Mortgage Loan
pursuant to this Section 3.18 shall terminate, and shall not be exercisable as
set forth in subsections (b) and (c) above (or if exercised, but the purchase of
such Specially Serviced Mortgage Loan has not yet occurred, shall terminate and
be of no further force or effect) if and when (i) the Special Servicer has
accepted a FV Bid (although the purchase option shall resume if the Person that
submitted that FV Bid does not complete the purchase of the subject Specially
Serviced Trust Mortgage within the time period provided for under Section
3.18(e)), (ii) such Specially Serviced Trust Mortgage Loan has become a
Corrected Mortgage Loan or is otherwise no longer in material default, (iii) the
related Mortgaged Property has become an REO Property, (iv) a Final Recovery
Determination has been made with respect to such Specially Serviced Mortgage
Loan or (v) the subject Specially Serviced Trust Mortgage Loan has been removed
from the Trust Fund.

     (k) Notwithstanding anything herein to the contrary, if and for so long as
an Outside Serviced Trust Mortgage Loan constitutes a "Specially Serviced
Mortgage Loan" (or the equivalent) under the related Outside Servicing Agreement
as to which there exists a material default, then such Outside Serviced Trust
Mortgage Loan shall be deemed a "Specially Serviced Trust Mortgage Loan" for
purposes of, and be subject to the purchase options contemplated by, Sections
3.18(b) through 3.18(j); provided that the FV Bid may be calculated based upon,
among other things, appraisals and other information obtained from the related
Outside Servicers under the related Outside Servicing Agreement.

     (l) Until such time as a FV Bid is accepted with respect to any Specially
Serviced Trust Mortgage Loan, the Special Servicer shall continue to pursue all
of the other resolution options available to it with respect to such Specially
Serviced Trust Mortgage Loan in accordance with the Servicing Standard.

     (m) Any Specially Serviced Trust Mortgage Loan that is purchased pursuant
to the purchase option provided for in this Section 3.18 will remain subject to
any cure and/or purchase rights of any holder of a related mezzanine loan in
connection with a Mortgage Loan default as set forth in the related
intercreditor agreement. Further, any Specially Serviced Trust Mortgage Loan
that is part of a Serviced Loan Combination and is purchased pursuant to the
purchase option provided for in this Section 3.18 will remain subject to any
cure and/or purchase rights of the related Serviced Non-Trust Mortgage Loan
Noteholder(s) provided for under the related Co-Lender Agreement.

     (n) [RESERVED].

     (o) The Special Servicer shall use its best efforts to solicit bids for
each Administered REO Property in such manner as will be reasonably likely to
realize a fair price within the time period provided for by Section 3.16(a).
Subject to Section 6.11 and/or Section 6.12, if and as applicable, the Special
Servicer shall accept the first (and, if multiple bids are received
contemporaneously or subsequently, the highest) cash bid received from any
Person that constitutes a fair price for such Administered REO Property. If the
Special Servicer reasonably believes that it will be unable to realize a fair
price for any Administered REO Property within the time constraints imposed by
Section 3.16(a), then (subject to Section 6.11 and/or Section 6.12, in each case
if and as applicable) the Special Servicer shall dispose of such Administered
REO Property upon such terms and conditions as the Special Servicer shall deem
necessary and desirable to maximize the recovery thereon under the circumstances


                                     -197-


and, in connection therewith, shall accept the highest outstanding cash bid,
regardless of from whom received.

     (p) The Special Servicer shall give the Trustee and the Depositor prior
written notice of its intention to sell any Administered REO Property pursuant
to this Section 3.18.

     (q) No Interested Person shall be obligated to submit a bid to purchase any
Administered REO Property, and notwithstanding anything to the contrary herein,
neither the Trustee, in its individual capacity, nor any of its Affiliates may
bid for or purchase any Administered REO Property pursuant hereto.

     (r) Whether any cash bid constitutes a fair price for any Administered REO
Property for purposes of this Section 3.18, shall be determined by the Special
Servicer or, if such cash bid is from the Special Servicer or an Affiliate of
the Special Servicer, by the Trustee. In determining whether any bid received
from the Special Servicer or an Affiliate of the Special Servicer represents a
fair price for any Administered REO Property, the Trustee shall be supplied with
and shall be entitled to rely on the most recent appraisal in the related
Servicing File conducted in accordance with this Agreement within the preceding
12-month period (or, in the absence of any such appraisal or if there has been a
material change at the subject Administered REO Property since any such
appraisal, on a new appraisal to be obtained by the Special Servicer (the cost
of which shall be covered by, and be reimbursable as, a Servicing Advance)). The
appraiser conducting any such new appraisal shall be an Independent Appraiser
selected by the Special Servicer if neither the Special Servicer nor any
Affiliate thereof is bidding with respect to an Administered REO Property and
selected by the Trustee if either the Special Servicer or any Affiliate thereof
is so bidding. Where any Interested Person is among those bidding with respect
to an Administered REO Property, the Special Servicer shall require that all
bids be submitted to it (and, if the Special Servicer or any Affiliate thereof
is bidding, to the Trustee) in writing and be accompanied by a refundable
deposit of cash in an amount equal to 5% of the bid amount. In determining
whether any bid from a Person other than itself or one of its Affiliates
constitutes a fair price for any Administered REO Property, the Special Servicer
shall take into account the results of any appraisal or updated appraisal that
it or the Master Servicer may have obtained in accordance with this Agreement
within the prior twelve months, and any Independent Appraiser shall be
instructed to take into account, as applicable, among other factors, the
occupancy level and physical condition of the subject Administered REO Property,
the state of the local economy and the obligation to dispose of the subject
Administered REO Property within the time period specified in Section 3.16(a).
The Purchase Price for any Administered REO Property shall in all cases be
deemed a fair price. Notwithstanding the other provisions of this Section 3.18,
no cash bid from the Special Servicer or any Affiliate thereof shall constitute
a fair price for any Administered REO Property unless such bid is the highest
cash bid received and at least two independent bids (not including the bid of
the Special Servicer or any Affiliate thereof) have been received. In the event
the bid of the Special Servicer or any Affiliate thereof is the only bid
received or is the higher of only two bids received, then additional bids shall
be solicited. If an additional bid or bids, as the case may be, are received and
the original bid of the Special Servicer or any Affiliate thereof is the highest
of all cash bids received, then the bid of the Special Servicer or such
Affiliate shall be accepted, provided that the Trustee has otherwise determined,
as provided above in this Section 3.18(q), that such bid constitutes a fair
price for any Administered REO Property. Any bid by the Special Servicer shall
be unconditional; and, if accepted, the subject Administered REO Property shall
be transferred to the Special Servicer without recourse, representation or
warranty other than customary representations as to title given in connection
with the sale of a real property.


                                     -198-


     (s) Subject to Sections 3.18(a) through 3.18(r) above, and further subject
to Section 6.11 and/or Section 6.12, in each case if and as applicable, the
Special Servicer shall act on behalf of the Trustee in negotiating with
independent third parties seeking to purchase an Administered REO Property and
taking any other action necessary or appropriate in connection with the sale of
any Specially Serviced Trust Mortgage Loan or Administered REO Property pursuant
to this Section 3.18, and the collection of all amounts payable in connection
therewith. In connection therewith, the Special Servicer may charge prospective
bidders for any Administered REO Property, and may retain, fees that approximate
the Special Servicer's actual costs in the preparation and delivery of
information pertaining to, or evaluating bids for, such Administered REO
Property without obligation to deposit such amounts into any Custodial Account.
Any sale of a Specially Serviced Trust Mortgage Loan or an Administered REO
Property pursuant to this Section 3.18 shall be final and without recourse to
the Trustee or the Trust, and if such sale is consummated in accordance with the
terms of this Agreement, neither the Special Servicer nor the Trustee shall have
any liability to any Certificateholder with respect to the purchase price
therefor accepted by the Special Servicer or the Trustee.

     (t) Any sale of a Specially Serviced Trust Mortgage Loan or an Administered
REO Property pursuant to this Section 3.18 shall be for cash only and shall be
on a servicing released basis.

     SECTION 3.19. Additional Obligations of the Master Servicer and Special
                   Servicer; Obligations to Notify Ground Lessors and
                   Hospitality Franchisors; the Special Servicer's Right to
                   Request the Master Servicer to Make Servicing Advances;
                   Mortgagor Enforcement Actions.

     (a) The Master Servicer shall deliver to the Trustee for deposit in the
Collection Account on each Trust Master Servicer Remittance Date, without any
right of reimbursement therefor, an amount equal to the lesser of: (i) the
aggregate amount of all Prepayment Interest Shortfalls, if any, incurred in
connection with Principal Prepayments Received by the Trust during the most
recently ended applicable Collection Period, with respect to Performing Serviced
Trust Mortgage Loans and, if it constitutes a "Performing Serviced Mortgage
Loan" (or the equivalent) under the related Outside Servicing Agreement, any
Outside Serviced Trust Mortgage Loan; and (ii) the sum of (1) the aggregate of
all Master Servicing Fees received by the Master Servicer during such Collection
Period with respect to the entire Mortgage Pool (but only to the extent of that
portion thereof calculated at a rate of 0.015% per annum with respect to each
and every Trust Mortgage Loan and REO Trust Mortgage Loan) and (2) the aggregate
amount of Prepayment Interest Excesses received in respect of the entire
Mortgage Pool during such Collection Period; provided, however, that if any
Prepayment Interest Shortfall occurs with respect to any Serviced Trust Mortgage
Loan as a result of the Master Servicer's allowing the Mortgagor to deviate from
the terms of the related loan documents regarding principal prepayments, the
Master Servicer shall be obligated to pay an amount equal to the entire
Prepayment Interest Shortfall with respect to the subject Serviced Trust
Mortgage Loan without any limitation of the kind set forth in clauses (1) and
(2) above.

     (b) The Master Servicer shall, as to each Serviced Trust Mortgage Loan
which is secured by the interest of the related Mortgagor under a Ground Lease,
even if the corresponding fee interest is encumbered, promptly (and in any event
within 60 days) following the Closing Date, notify the related ground lessor of
the transfer of such Serviced Trust Mortgage Loan to the Trust Fund


                                     -199-


pursuant to this Agreement and inform such ground lessor that any notices of
default under the related Ground Lease should thereafter be forwarded to the
Master Servicer.

     (c) The Master Servicer shall, as to each Serviced Trust Mortgage Loan
which is secured by the interest of the related Mortgagor in a hospitality
property (as identified on Schedule VI hereto), not later than the later of (i)
30 days following the Master Servicer's receipt of the subject franchise
agreement and (ii) the expiration of the period that may be required for such
notice pursuant to the terms of the applicable franchise documents, if any,
notify the related hospitality franchisor of the transfer of such Serviced Trust
Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such
hospitality franchisor that any notices of default under the related franchise
agreement should thereafter be forwarded to the Master Servicer.

     (d) Notwithstanding anything to the contrary contained in this Agreement,
if the Special Servicer is required under this Agreement to make any Servicing
Advance but does not desire to do so, the Special Servicer may, in its sole
discretion, request that the Master Servicer make such Servicing Advance, such
request to be made, in writing, at least five (5) Business Days (or, in an
emergency situation or on an urgent basis, two (2) Business Days, provided that
the written request sets forth the nature of the emergency or the basis of the
urgency) in advance of the date on which such Servicing Advance is required to
be made hereunder and to be accompanied by such information and documentation
regarding the subject Servicing Advance as the Master Servicer may reasonably
request. The Master Servicer shall have the obligation to make any such
Servicing Advance that it is so requested by the Special Servicer to make,
within five (5) Business Days (or, in an emergency situation or on an urgent
basis, two (2) Business Days) of the Master Servicer's receipt of such request.
If the request is timely and properly made, the Special Servicer shall be
relieved of any obligations with respect to a Servicing Advance that it so
requests the Master Servicer to make (regardless of whether or not the Master
Servicer shall make such Servicing Advance). The Master Servicer shall be
entitled to reimbursement for any Servicing Advance made by it at the direction
of the Special Servicer, together with interest thereon in accordance with
Sections 3.05(a) or 3.05A and/or 3.11(g), as applicable, at the same time, in
the same manner and to the same extent as the Master Servicer is entitled with
respect to any other Servicing Advances made thereby.

     Notwithstanding the foregoing provisions of this Section 3.19(d), the
Master Servicer shall not be required to make at the direction of the Special
Servicer, any Servicing Advance if the Master Servicer determines in its
reasonable, good faith judgment that such Servicing Advance, although not
characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is
in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the
Special Servicer in writing of such determination, which shall be made pursuant
to Section 3.11(h). Any request by the Special Servicer that the Master Servicer
make a Servicing Advance shall be deemed to be a determination by the Special
Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing
Advance, and the Master Servicer, the Trustee and the Fiscal Agent shall be
entitled to conclusively rely on such determination. Upon making a
determination, in accordance with the applicable requirements under Section
3.11(h), that any Servicing Advance previously made or proposed to be made with
respect to a Specially Serviced Mortgage Loan or an Administered REO Property is
a Nonrecoverable Servicing Advance, the Special Servicer shall report to the
Master Servicer and the Trustee the Special Servicer's determination. The Master
Servicer shall be entitled to conclusively rely on such a determination by the
Special Servicer.


                                     -200-


     (e) The Master Servicer (if a Performing Serviced Trust Mortgage Loan is
involved) and the Special Servicer (if a Specially Serviced Trust Mortgage Loan
or an REO Trust Mortgage Loan is involved) shall each be responsible for: (i)
providing on a timely basis to any lender of any related mezzanine debt such
notices (including with respect to Mortgage Loan defaults), reports and other
information as may be required from the Trust, as holder of any Trust Mortgage
Loan, under any related co-lender, intercreditor or similar agreement; and (ii)
otherwise taking such actions as are required under or contemplated by the
related co-lender, intercreditor or similar agreement to permit any lender of
related mezzanine debt to exercise any purchase option or cure rights that it
may have with respect to any Trust Mortgage Loan under such related co-lender,
intercreditor or similar agreement.

     (f) Upon termination of the Trust Fund, any funds or other assets remaining
in the Loss of Value Reserve Fund, to the extent not otherwise required to be
part of the Available Distribution Amount for the Final Distribution Date in
accordance with Section 3.05(e), shall be distributed to the Holder or Holders
of the Class R-III Certificates. The Trustee and the Special Servicer shall
account for the Loss of Value Reserve Fund as an outside reserve fund within the
meaning of Treasury regulations section 1.860G-2(h) and not an asset of any
REMIC Pool or the Grantor Trust. Furthermore, for all federal tax purposes, the
Trustee and the Special Servicer shall treat: (i) any amounts paid out of the
Loss of Value Reserve Fund to the Certificateholders as distributions by the
REMIC Pools for all federal tax purposes; and (ii) any amounts transferred by a
REMIC Pool to the Loss of Value Reserve Fund as amounts distributed by such
REMIC Pool to the beneficial owner of the Loss of Value Reserve Fund. The Holder
or Holders of the Class R-III Certificates will be the sole beneficial owner(s)
of the Loss of Value Reserve Fund for all income and franchise tax purposes.

     (g) Notwithstanding anything to the contrary in this Agreement, the Special
Servicer (and not the Master Servicer) will have the right to direct, manage,
prosecute and/or defend any and all litigation and/or claims relating to (i) the
enforcement of the obligations of a Mortgagor under the related loan documents
(except with respect to the Outside Serviced Trust Mortgage Loans) and (ii) any
claim or action brought by a Mortgagor against the Trust; provided that, in the
event there is a litigation or claim solely relating to or affecting the Master
Servicer or directed solely against the Master Servicer (and not the Trust or
any other party to this Agreement) then the Master Servicer and not the Special
Servicer will have the right, to direct, manage, prosecute and/or defend such
litigation and/or claim; and provided, further, that in the event there is a
litigation or claim relating to or affecting the Master Servicer and,
additionally, the Trust and/or any other party to this Agreement, then the
Special Servicer and not the Master Servicer will have the right, to direct,
manage, prosecute and/or defend such litigation and/or claim, and the Master
Servicer shall (i) be entitled to participate therein and (ii) consent to any
settlement or judgement that may impose liability on or otherwise materially and
adversely affect the Master Servicer.

     SECTION 3.20. Modifications, Waivers, Amendments and Consents; Defeasance.

     (a) Subject to Sections 3.20(b) through 3.20(f) and 3.20(m) below, and
further subject to Section 6.11 and/or Section 6.12, in each case if and as
applicable, and any related intercreditor, co-lender or similar agreement
(including, in the case of a Mortgage Loan that is part of a Serviced Loan
Combination, the related Co-Lender Agreement), the Special Servicer (or, under
the limited circumstances set forth in Section 3.20(c), the Master Servicer)
may, on behalf of the Trustee and, in the case of a Serviced Non-Trust Mortgage
Loan, the related Serviced Non-Trust Mortgage Loan Noteholder, agree to any
modification, extension, waiver or amendment of any term of any Serviced


                                     -201-


Mortgage Loan and respond to various Mortgagor requests for consent on the part
of the mortgagee (including the lease reviews and lease consents related
thereto), without the consent of the Trustee, any Certificateholder, any
Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer (in the case of
any such action taken by the Special Servicer) or, except as expressly set forth
below, the Special Servicer (in the case of any such action taken by the Master
Servicer). Neither the Master Servicer nor the Special Servicer (in its capacity
as such) may agree to any modification, extension, waiver or amendment of a
Mortgage Loan in an Outside Serviced Loan Combination.

     (b) All modifications, extensions, waivers or amendments of any Serviced
Mortgage Loan, including the lease reviews and lease consents related thereto,
shall be in writing and shall be considered and effected in a manner consistent
with the Servicing Standard.

     (c) In the case of any Performing Serviced Mortgage Loan, and subject to
the rights of the Special Servicer set forth below, the Master Servicer shall
(without the consent of the Trustee, any Certificateholder, any Serviced
Non-Trust Mortgage Loan Noteholder or, except as expressly set forth below, the
Special Servicer), be responsible for the following:

         (i) consenting to subordination of the lien of the subject Performing
  Serviced Mortgage Loan to an easement or right-of-way for utilities, access,
  parking, public improvements or another purpose, provided that the Master
  Servicer has determined in accordance with the Servicing Standard that such
  easement or right-of-way shall not materially interfere with the then-current
  use of the related Mortgaged Property, or the security intended to be provided
  by the related Mortgage, the related Mortgagor's ability to repay the subject
  Performing Serviced Mortgage Loan, or materially or adversely affect the value
  of the related Mortgaged Property;

         (ii) granting waivers of minor covenant defaults (other than financial
  covenants) including late financial statements;

         (iii) granting releases of non-material parcels of the related
  Mortgaged Property (provided that, if the related loan documents expressly
  require the mortgagee thereunder to grant its consent to a particular release
  upon the satisfaction of certain conditions, then such release shall be
  granted as required by the related loan documents);

         (iv) approving routine leasing activity with respect to (A) leases
  (other than Ground Leases) for less than 5,000 square feet, provided that no
  subordination, non-disturbance and attornment agreement exists with respect to
  the subject lease, or (B) leases (other than Ground Leases) of more than 5,000
  square feet and less than 10,000 square feet, provided that (1) no
  subordination, non-disturbance and attornment agreement exists with respect to
  the subject lease and (2) such lease does not constitute more than 20% of the
  related Mortgaged Property;

         (v) approving or consenting to grants of easements and rights-of-way
  that do not materially affect the use or value of the related Mortgaged
  Property or the related Mortgagor's ability to make any payments with respect
  to the subject Performing Serviced Mortgage Loan; and


                                     -202-


         (vi) granting other non-material waivers, consents, modifications or
  amendments;

provided that, (1) any such modification, waiver or amendment would not in any
way affect a payment term (including (except as provided in Section 3.20(o)
below) a waiver of the payment of assumption fees) of the subject Performing
Serviced Mortgage Loan (other than in the case of a waiver of the payment of
Default Charges), (2) agreeing to such modification, waiver or amendment would
be consistent with the Servicing Standard, (3) agreeing to such modification,
waiver or amendment will not violate the terms, provisions or limitations of
this Agreement, (4) the Master Servicer shall not grant or enter into any
subordination, non-disturbance and attornment agreements (or waivers, consents,
approvals, amendments or modifications in connection therewith) without the
prior written consent of the Special Servicer and (5) any such modification,
waiver or amendment does not materially violate the terms, conditions and
limitations of Section 3.08, if applicable. With respect to any action proposed
to be taken by the Master Servicer under this Section 3.20(c) where any
thresholds in clauses (i) through (vi) of the preceding sentence are exceeded,
or which cannot be taken by the Master Servicer by reason of the proviso to the
previous sentence, the Special Servicer only may take such action (if and to the
extent otherwise permitted under this Agreement).

     Except as permitted by Section 3.02(a), Section 3.03(d), Section 3.07,
Section 3.08(a), this Section 3.20(c), Section 3.20(m) and Section 3.20(o), the
Master Servicer may not agree to waive, modify or amend any term of any Serviced
Mortgage Loan (including allowing the Mortgagor to deviate from the terms of the
related loan documents regarding principal prepayments) or respond to any
Mortgagor requests for mortgagee consent and shall forward such requests to the
Special Servicer. Furthermore, the Master Servicer may not agree to any
modification, extension, waiver or amendment of any term of any Serviced
Mortgage Loan that would cause an Adverse REMIC Event with respect to any REMIC
Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust.

     (d) Except as provided in Section 3.02(a), Section 3.07, Section 3.08,
Section 3.20(e), Section 3.20(m) and Section 3.20(o), the Special Servicer, on
behalf of the Trustee or, in the case of a Serviced Non-Trust Mortgage Loan, the
related Serviced Non-Trust Mortgage Loan Noteholder, shall not agree or consent
to any modification, extension, waiver or amendment of any term of any Serviced
Mortgage Loan that would:

         (i) affect the amount or timing of any scheduled payment of principal,
  interest or other amount (including Prepayment Premiums or Yield Maintenance
  Charges, but excluding Default Interest and, subject to Section 3.20(o), other
  amounts payable as additional servicing compensation) payable thereunder;

         (ii) affect the obligation of the related Mortgagor to pay a Prepayment
  Premium or Yield Maintenance Charge, or effectuate the waiver of any
  prepayment restriction thereunder or permit a Principal Prepayment during any
  period in which the related loan documents prohibit Principal Prepayments;

     (iii) except as expressly contemplated by the related Mortgage or pursuant
  to Section 3.09(d), result in a release of the lien of the Mortgage on any
  material portion of the related Mortgaged Property without a corresponding
  Principal Prepayment in an amount not less than the fair market value (as
  determined by an appraisal by an Independent Appraiser delivered


                                     -203-


  to the Special Servicer at the expense of the related Mortgagor and upon which
  the Special Servicer may conclusively rely) of the property to be released; or

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

     (e) Notwithstanding Section 3.20(d), but subject to Section 3.20(o),
Section 6.11 and/or Section 6.12, in each case if and as applicable, and the
second and third paragraphs of this Section 3.20(e), the Special Servicer may--

         (i) reduce the amounts owing under any Specially Serviced Mortgage Loan
  by forgiving principal, accrued interest (including Additional Interest) or
  any Prepayment Premium or Yield Maintenance Charge,

         (ii) reduce the amount of the Monthly Payment on any Specially Serviced
  Mortgage Loan, including by way of a reduction in the related Mortgage Rate,

         (iii) forbear in the enforcement of any right granted under any
  Mortgage Note, Mortgage or other loan document relating to a Specially
  Serviced Mortgage Loan,

         (iv) accept a Principal Prepayment on any Specially Serviced Mortgage
  Loan during any Lockout Period, or

         (v) extend the maturity of any Specially Serviced Mortgage Loan;

provided that (A) the related Mortgagor is in monetary default or material
non-monetary default with respect to such Specially Serviced Mortgage Loan or,
in the reasonable, good faith judgment of the Special Servicer, such default is
reasonably foreseeable, (B) in the reasonable, good faith judgment of the
Special Servicer, such modification, extension, waiver or amendment would
increase the recovery on such Specially Serviced Mortgage Loan to
Certificateholders (as a collective whole) or, if a Serviced Loan Combination is
involved, would increase the recovery on such Loan Combination to
Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s) (as a collective whole), on a present value basis (the relevant
discounting of anticipated collections that will be distributable to the
Certificateholders (or, in the case of a Serviced Loan Combination, to
Certificateholders and the related Non-Trust Mortgage Loan Noteholder(s)), to be
performed at the related Mortgage Rate(s)), and (C) such modification,
extension, waiver or amendment would not cause an Adverse REMIC Event in respect
of any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor
Trust; and provided, further, that any modification, extension, waiver or
amendment of the payment terms of a Serviced Loan Combination shall be
structured so as to be consistent with the allocation and payment priorities set
forth in the related loan documents and the related Co-Lender Agreement, such
that neither the Trust, as holder of the Trust Mortgage Loan that constitutes
part of that Serviced Loan Combination, on the one hand, nor any of the related
Serviced Non-Trust Mortgage Loan Noteholders, on the other hand, shall gain a
priority over any other such holder with respect to any payment, which priority
is not, as of the date of the related Co-Lender Agreement, reflected in such
loan documents and such Co-Lender Agreement; and provided, further, that, with
respect to any Serviced Loan Combination, to the extent consistent with the
Servicing Standard (taking into account the extent to which each Serviced
Non-Trust Mortgage Loan that is part of


                                     -204-


such Serviced Loan Combination is junior to the Trust Mortgage Loan that is part
of the same Serviced Loan Combination), (1) no waiver, reduction or deferral of
any particular amounts due on the Trust Mortgage Loan that is part of such
Serviced Loan Combination shall be effected prior to the waiver, reduction or
deferral of the entire corresponding item in respect of each Serviced Non-Trust
Mortgage Loan that is part of such Serviced Loan Combination, and (2) no
reduction of the Mortgage Rate on the Trust Mortgage Loan that is part of such
Serviced Loan Combination shall be effected prior to the reduction of the
Mortgage Rate on each Serviced Non-Trust Mortgage Loan that is part of such
Serviced Loan Combination, to the fullest extent possible.

     Notwithstanding the foregoing, in no event shall the Special Servicer: (i)
extend the maturity date of a Serviced Mortgage Loan beyond the date that is
five years prior to the last Rated Final Distribution Date; (ii) extend the
maturity date of any Serviced Mortgage Loan for more than five years beyond its
Stated Maturity Date; or (iii) if the subject Serviced Mortgage Loan is secured
solely or primarily by a Mortgage on the leasehold interest under a Ground Lease
(but not the related fee interest), extend the maturity date of such Serviced
Mortgage Loan beyond the date which is 20 years (or, to the extent consistent
with the Servicing Standard, giving due consideration to the remaining term of
the Ground Lease, 10 years) prior to the expiration of the term of such Ground
Lease.

     The determination of the Special Servicer contemplated by clause (B) of the
proviso to the first paragraph of this Section 3.20(e) shall be evidenced by an
Officer's Certificate to such effect delivered to the Trustee and the Master
Servicer (and, in the case of a Serviced Loan Combination, the related Serviced
Non-Trust Mortgage Loan Noteholder(s)) and describing in reasonable detail the
basis for the Special Servicer's determination. The Special Servicer shall
attach to such Officer's Certificate any information including but not limited
to income and expense statements, rent rolls, property inspection reports and
appraisals that support such determination.

     (f) Notwithstanding anything to the contrary in this Agreement, none of the
Trustee, the Master Servicer or the Special Servicer, as applicable, shall give
any consent, approval or direction regarding the termination of the related
property manager or the designation of any replacement property manager or, if
such Mortgaged Property is hospitality property, give any consent, approval or
direction regarding the termination of the franchise or the designation of a new
franchise, with respect to any Mortgaged Property that secures a Serviced Trust
Mortgage Loan that has an unpaid principal balance that is at least equal to the
lesser of $20,000,000 and 2% of the then aggregate principal balance of the
Mortgage Pool, unless: (1) the mortgagee is not given discretion under the terms
of the related Mortgage Loan to withhold its consent; or (2) it has received
prior written confirmation from each Rating Agency that such action will not
result in an Adverse Rating Event with respect to any Class of Certificates
rated by such Rating Agency.

     Any party hereto seeking Rating Agency confirmation with respect to the
matters described above shall deliver a Review Package to such Rating Agency.

     (g) Any payment of interest that is deferred pursuant to any modification,
extension, waiver or amendment permitted hereunder, shall not, for purposes
hereof, including calculating monthly distributions to Certificateholders, be
added to the unpaid principal balance or Stated Principal Balance of the related
Serviced Mortgage Loan, notwithstanding that the terms of such modification,
extension, waiver or amendment so permit. The foregoing shall in no way limit
the Special Servicer's ability to


                                     -205-


charge and collect from the Mortgagor costs otherwise collectible under the
terms of the related Mortgage Note.

     (h) The Special Servicer or Master Servicer may, as a condition to granting
any request by a Mortgagor for consent, modification, extension, waiver or
indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Serviced Mortgage Loan and, further, by the terms of this Agreement and
applicable law, require that such Mortgagor pay to it (i) as additional
servicing compensation, a reasonable or customary fee for the additional
services performed in connection with such request, and (ii) any related costs
and expenses incurred by it. Any such fee that is to be shared by the Master
Servicer and the Special Servicer may not be waived or reduced by either such
party without the consent of the other party. In no event shall the Special
Servicer or Master Servicer be entitled to payment for such fees or expenses
unless such payment is collected from the related Mortgagor.

     (i) The Special Servicer and Master Servicer shall each notify the other,
any related Sub-Servicers, the Trustee and, if a Serviced Non-Trust Mortgage
Loan is affected, the related Serviced Non-Trust Mortgage Loan Noteholder, in
writing, of any modification, extension, waiver or amendment of any term of any
Serviced Mortgage Loan (including fees charged the Mortgagor) agreed to by it
and the date thereof, and shall deliver to the Trustee or any related Custodian
for deposit in the related Mortgage File (with a copy to be delivered to or
retained by, as applicable, the Master Servicer) and, if a Serviced Non-Trust
Mortgage Loan is affected, the related Serviced Non-Trust Mortgage Loan
Noteholder)), an executed counterpart of the agreement relating to such
modification, extension, waiver or amendment promptly following execution and
delivery thereof, to be followed by an original recorded counterpart promptly
following the recordation (and receipt) thereof.

     (j) To the extent that either the Master Servicer or Special Servicer
waives any Default Charge in respect of any Serviced Mortgage Loan, whether
pursuant to Section 3.02(a) or this Section 3.20, the respective amounts of
additional servicing compensation payable to the Master Servicer and the Special
Servicer as Net Default Charges out of such Default Charges shall be reduced
proportionately based upon the respective amounts that would have been payable
thereto as Net Default Charges out of such Default Charges if such waiver had
not been granted.

     (k) If, with respect to any Serviced Mortgage Loan (1) under which the
lender can require defeasance in lieu of prepayment, or (2) that permits
defeasance, the Master Servicer shall receive a notice from the related
Mortgagor that it intends to prepay or defease, as applicable, such Serviced
Mortgage Loan in accordance with the terms thereof, then the Master Servicer
shall, subject to the next paragraph and the related loan documents, (i) only in
the case of a Serviced Mortgage Loan under clause (1) above, promptly respond to
such notice in a manner which would require that the Mortgagor pledge Defeasance
Collateral in lieu of such prepayment pursuant to the terms of the related
Mortgage Note, and (ii) notify each Rating Agency, the Trustee, the Underwriters
and the Special Servicer of the intent to defease such Mortgage Loan, and (iii)
upon the written confirmation from each Rating Agency that the acceptance of a
pledge of the Defeasance Collateral (or, in the case of a Serviced Mortgage Loan
under clause (1) above, that the acceptance of a pledge of the Defeasance
Collateral in lieu of a full prepayment) will not result in an Adverse Rating
Event with respect to any Class of Certificates rated by such Rating Agency,
take such further action as provided in such Mortgage Note to effectuate such
defeasance, including the purchase and perfection of the Defeasance Collateral
on behalf of the Trustee (as mortgagee of record on behalf of the
Certificateholders and, in the case of a Serviced

                                     -206-



Loan Combination, the affected Serviced Non-Trust Mortgage Loan Noteholder(s));
provided that the written confirmation contemplated by clause (iii) above shall
not be required (A) from S&P in the case of a Serviced Trust Mortgage Loan (1)
with an unpaid principal balance less than or equal to $20,000,000, (2) that
constitutes less than 5% of the aggregate unpaid principal balance of the
Mortgage Pool and (3) that does not then constitute one of the ten largest
(measured by unpaid principal balance) Trust Mortgage Loans in the Mortgage
Pool, provided that, in lieu of obtaining such written confirmation from S&P,
the Master Servicer delivers to S&P a certification in the form attached hereto
as Exhibit M (a "Defeasance Certificate"), or (B) from Moody's in the case of
any Serviced Trust Mortgage Loan that does not then constitute one of the ten
largest (measured by unpaid principal balance) Trust Mortgage Loans in the
Mortgage Pool or that does not then constitute one of the ten largest groups
(measured by aggregate unpaid principal balance) of Trust Mortgage Loans with
related Mortgagors, (provided that, in lieu of obtaining such written
confirmation from Moody's, the Master Servicer may deliver to Moody's a
Defeasance Certificate); and provided, further, that, the written confirmation
contemplated by clause (iii) above shall not be required from S&P and/or Moody's
(provided the Master Servicer delivers a Defeasance Certificate to the
applicable Rating Agency), as applicable, in the event the subject Serviced
Trust Mortgage Loan complies with the then current applicable guidelines set
forth by such Rating Agency, or the unpaid principal balance of the subject
Serviced Trust Mortgage Loan, the percentage the subject Serviced Trust Mortgage
Loan constitutes of the Mortgage Pool or the relative size of the subject
Serviced Trust Mortgage Loan with respect to the Mortgage Pool, as applicable,
does not exceed the then current applicable threshold for review as set forth by
such Rating Agency.

     Notwithstanding the foregoing, but subject to the related loan documents,
the Master Servicer shall not permit a pledge of Defeasance Collateral under any
Serviced Mortgage Loan that is also a Defeasance Mortgage Loan if (i) such
defeasance would occur within two years of the Startup Day, (ii) the defeasance
collateral shall not be Government Securities, (iii) all costs to be incurred in
connection with such defeasance (including Rating Agency fees, accountants' fees
and costs incurred in connection with any required opinions of counsel) would
not be paid by the related Mortgagor, or (iv) unless such confirmation is not
required pursuant to the first paragraph of this Section 3.20(k), either Rating
Agency does not confirm in writing to the Master Servicer that the acceptance of
a pledge of the Defeasance Collateral (in lieu of a full prepayment, if
applicable) will not result in an Adverse Rating Event with respect to any Class
of Certificates rated by such Rating Agency.

     All expenses related to the defeasance of a Serviced Mortgage Loan shall be
charged to the related Mortgagor or other responsible party.

     (l) [RESERVED].

     (m) With respect to any ARD Mortgage Loan after its Anticipated Repayment
Date, the Master Servicer shall be permitted, subject to obtaining the Special
Servicer's consent, to waive (such waiver to be in writing addressed to the
related Mortgagor, with a copy to the Trustee) all or any portion of the accrued
Additional Interest on such ARD Mortgage Loan if (i) such ARD Mortgage Loan is a
Performing Serviced Mortgage Loan, (ii) prior to the related maturity date, the
related Mortgagor has requested the right to prepay such ARD Mortgage Loan in
full together with all payments required under such ARD Mortgage Loan in
connection with such prepayment (except for all or a portion of such accrued
Additional Interest), and (iii) the Master Servicer has determined, in its
reasonable, good faith judgment, that the waiver of the Trust's right to receive
such accrued Additional Interest is reasonably

                                     -207-



likely to produce a greater payment to Certificateholders (as a collective
whole) on a present value basis (the relevant discounting of anticipated
collections that will be distributable to Certificateholders to be performed at
the related Mortgage Rate) than a refusal to waive the right to such Additional
Interest. Neither the Master Servicer nor the Special Servicer shall have any
liability to the Trust, the Certificateholders or any other Person so long as
such determination is exercised in accordance with the Servicing Standard.

     (n) Notwithstanding anything to the contrary in this Agreement, neither the
Special Servicer nor the Trustee shall: (i) enter into to any amendment or
modification of any Co-Lender Agreement, the effect of which would materially
and adversely affect the interests of the Master Servicer under such Co-Lender
Agreement, without first consulting with the Master Servicer in its individual
capacity with respect thereto; or (ii) agree to any amendment or modification of
any defined term in any Co-Lender Agreement that would materially increase or
change the obligations of the Master Servicer under this Agreement without the
consent of the Master Servicer.

     (o) Notwithstanding anything to the contrary in this Agreement, neither the
Master Servicer nor the Special Servicer shall waive, modify or reduce any
amount constituting an assumption fee (or portion thereof) payable by a
Mortgagor if and to the extent such assumption fee (or applicable portion
thereof) would be payable to the other such party as additional servicing
compensation, as the case may be, without the consent of such other party. To
the extent that the Master Servicer and the Special Servicer, in accordance with
the preceding sentence, waive (or consent to a waiver of, as applicable) any
amount constituting an assumption fee (or applicable portion thereof) in respect
of any Mortgage Loan, the respective amounts of additional servicing
compensation payable to the Master Servicer and the Special Servicer from such
assumption fee (or applicable portion thereof) shall be reduced proportionately
based upon the respective amounts that would have been payable thereto as
additional servicing compensation from such assumption fee (or applicable
portion thereof) if such waiver had not been granted.

     SECTION 3.21. Transfer of Servicing Between Master Servicer and Special
                   Servicer; Record Keeping.

     (a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Serviced Mortgage Loan that had otherwise been a Performing
Serviced Mortgage Loan, and if the Master Servicer is not also the Special
Servicer, the Master Servicer shall immediately give notice thereof (or, if
applicable, the Special Servicer shall immediately give notice thereof to the
Master Servicer), and the Master Servicer shall deliver a copy of the related
Servicing File, to the Special Servicer and shall use reasonable efforts to
provide the Special Servicer with all information, documents (or copies thereof)
and records (including records stored electronically on computer tapes, magnetic
discs and the like) relating to such Mortgage Loan, either in the Master
Servicer's or any of its directors', officers', employees', affiliates' or
agents' possession or control or otherwise available to the Master Servicer
without undue burden or expense, and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect thereto
without acting through a Sub-Servicer. The Master Servicer shall use reasonable
efforts to comply with the preceding sentence within five (5) Business Days of
the occurrence of each related Servicing Transfer Event (or of notice of the
occurrence of such Servicing Transfer Event, if applicable); provided, however,
that if the information, documents and records requested by the Special Servicer
are not contained in the Servicing File, the Master Servicer shall have such
period of time as reasonably necessary to make such delivery. The Special

                                     -208-



Servicer may conclusively rely on the Master Servicer's determination (and the
Master Servicer may conclusively rely on the Special Servicer's determination,
as applicable) that a Servicing Transfer Event has occurred giving rise to a
Serviced Mortgage Loan's becoming a Specially Serviced Mortgage Loan. The
Special Servicer shall not be liable or in default hereunder for any reasonable
act or failure to act because of or arising out of the Master Servicer's failure
to deliver information, documents or records with respect to any Specially
Serviced Mortgage Loan in accordance with the requirements hereof.

     Upon determining that a Specially Serviced Mortgage Loan has become a
Corrected Mortgage Loan, and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall immediately give notice thereof, and shall
within five (5) Business Days of such occurrence return the related Servicing
File, together with any and all new information, documents and records relating
to the subject Mortgage Loan that were not part of the Servicing File when it
was delivered to the Special Servicer, to the Master Servicer (or such other
Person as may be directed by the Master Servicer) and upon giving such notice,
and returning such Servicing File, to the Master Servicer (or such other Person
as may be directed by the Master Servicer), the Special Servicer's obligation to
service such Mortgage Loan, and the Special Servicer's right to receive the
Special Servicing Fee with respect to such Mortgage Loan shall terminate, and
the obligations of the Master Servicer to service and administer such Mortgage
Loan shall resume.

     Notwithstanding anything herein to the contrary, in connection with the
transfer to the Special Servicer of the servicing of a Cross-Collateralized
Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of
servicing responsibilities by the Master Servicer with respect to any such
Serviced Mortgage Loan upon its becoming a Corrected Mortgage Loan, the Master
Servicer and the Special Servicer shall each transfer to the other, as and when
applicable, the servicing of all other Cross-Collateralized Mortgage Loans
constituting part of the same Cross-Collateralized Group; provided that no
Cross-Collateralized Mortgage Loan may become a Corrected Mortgage Loan at
anytime that a continuing Servicing Transfer Event exists with respect to
another Cross-Collateralized Mortgage Loan in the same Cross-Collateralized
Group.

     (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Custodian originals of newly executed documents
included within the definition of "Mortgage File" for inclusion in the related
Mortgage File (with a copy of each such original to the Master Servicer), and
shall provide to the Master Servicer copies of any additional related Mortgage
Loan information, including correspondence with the related Mortgagor.

     (c) Upon request (and to the extent not otherwise already provided by the
Special Servicer pursuant to its reporting obligations hereunder), the Special
Servicer shall deliver to the Master Servicer, the Trustee and each Rating
Agency (or such other Person as may be directed by the Master Servicer) a
statement in writing and in computer readable format (the form of such statement
to be agreed upon by the Master Servicer and the Special Servicer) describing,
on a loan-by-loan and property-by-property basis, (1) insofar as it relates to
Specially Serviced Mortgage Loans and REO Properties, the information described
in clauses (viii) through (xv) of Section 4.02(a) (with respect to information
set forth in such clauses related to prior Distribution Dates and/or periods,
the Special Servicer may conclusively rely on information furnished to it by the
Master Servicer or the Trustee) and, insofar as it relates to the Special
Servicer, the information described in clauses (xxiv) and (xxx) of Section
4.02(a), (2) the amount of all payments, Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds received, and the amount of any Realized Loss
incurred, with respect to each

                                     -209-



Specially Serviced Mortgage Loan during the related Collection Period, and the
amount of Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds
received, and the amount of any Realized Loss incurred, with respect to each
Administered REO Property during the related Collection Period, (3) the amount,
purpose and date of all Servicing Advances made by the Special Servicer with
respect to each Specially Serviced Mortgage Loan and Administered REO Property
during the related Collection Period, (4) in writing, a brief narrative summary
of the status of each Specially Serviced Mortgage Loan and (5) such additional
information relating to the Specially Serviced Mortgage Loans and Administered
REO Properties as the Master Servicer reasonably requests to enable it to
perform its responsibilities under this Agreement. Notwithstanding the foregoing
provisions of this subsection (c), the Master Servicer shall maintain ongoing
payment records with respect to each of the Specially Serviced Mortgage Loans
and Administered REO Properties and shall provide the Special Servicer with any
information reasonably available to the Master Servicer required by the Special
Servicer to perform its duties under this Agreement.

     SECTION   3.22. Sub-Servicing Agreements.

     (a) Subject to Section 3.22(b) and Section 3.22(f), the Master Servicer and
the Special Servicer may enter into Sub-Servicing Agreements to provide for the
performance by third parties of any or all of their respective obligations
hereunder, provided that in each case, the Sub-Servicing Agreement: (i) is
consistent with this Agreement in all material respects, requires the
Sub-Servicer to comply with all of the applicable conditions of this Agreement
and, with the exception of Sections 7.01(a)(x) and (xi), provides for events of
default with respect to the Sub-Servicer substantially the same as those set
forth in Section 7.01 (modified as necessary to apply to the Sub-Servicer's
obligations under the Sub-Servicing Agreement); (ii) provides that if the Master
Servicer or the Special Servicer, as the case may be, shall for any reason no
longer act in such capacity hereunder (including by reason of an Event of
Default), the Trustee or its designee may thereupon assume all of the rights
and, except to the extent they arose prior to the date of assumption,
obligations of the Master Servicer or the Special Servicer, as the case may be,
under such agreement or may terminate such sub-servicing agreement without cause
and without payment of any penalty or termination fee (provided, however, that
those Sub-Servicing Agreements in effect as of the Closing Date (or, if being
negotiated as of the Closing Date, in effect within 90 days thereafter) may only
be terminated by the Trustee or its designee as contemplated by Section 3.22(d)
hereof and in such additional manner as is provided in such Sub-Servicing
Agreement); (iii) provides that the Trustee, for the benefit of the
Certificateholders and, in the case of a Sub-Servicing Agreement relating to a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s), shall each be a third-party beneficiary under such agreement, but
that (except to the extent the Trustee or its designee assumes the obligations
of the Master Servicer or the Special Servicer, as the case may be, thereunder
as contemplated by the immediately preceding clause (ii)) none of the Trustee,
the Trust, any successor Master Servicer or the Special Servicer, as the case
may be, any Serviced Non-Trust Mortgage Loan Noteholder or any Certificateholder
shall have any duties under such agreement or any liabilities arising therefrom;
(iv) permits any purchaser of a Serviced Trust Mortgage Loan pursuant to this
Agreement to terminate such agreement with respect to such purchased Trust
Mortgage Loan at its option and without penalty; (v) does not permit the
Sub-Servicer to enter into or consent to any modification, extension, waiver or
amendment or otherwise take any action on behalf of the Master Servicer or the
Special Servicer contemplated by Section 3.08, Section 3.09 and Section 3.20
hereof without the consent of the Master Servicer or Special Servicer, as the
case may be; (vi) does not permit the Sub-Servicer any direct rights of
indemnification that may be satisfied out of assets of the Trust Fund; (vii)
provides that the Sub-Servicer will deliver to the Master Servicer

                                     -210-



(A) an annual accountants' report from a firm of independent public accountants
that is a member of the American Institute of Certified Public Accountants with
respect to the Sub-Servicer and (B) a backup certification substantially similar
to the Master Servicer Backup Certification with respect to the Sub-Servicer,
with such delivery, in the case of the backup certification, to occur at or
before the same times, and under the same circumstances, as the Master Servicer
Backup Certification to be delivered by or with respect to the Master Servicer
(except that each such document delivered by the Sub-Servicer shall only cover
the Mortgage Loans being subserviced thereby); and (viii) includes a
representation by the Sub-Servicer that such Sub-Servicer is not an "affiliate"
(as such term is defined in Section III of PTE 2000-58) of the Trustee or of any
"affiliate" (as such term is defined in Section III of PTE 2000-58) of the
Trustee (provided that this clause (viii) shall not apply to a Sub-Servicer
listed on Exhibit K hereto). In addition, each Sub-Servicing Agreement entered
into by the Master Servicer (including any with an effective date on or before
the Closing Date) shall provide that such agreement shall, with respect to any
Serviced Mortgage Loan serviced thereunder, terminate at the time such Mortgage
Loan becomes a Specially Serviced Mortgage Loan (or, alternatively, be subject
to the Special Servicer's rights to service such Serviced Mortgage Loan for so
long as such Mortgage Loan continues to be a Specially Serviced Mortgage Loan),
and each Sub-Servicing Agreement entered into by the Special Servicer shall
relate only to Specially Serviced Mortgage Loans and shall terminate with
respect to any such Mortgage Loan which ceases to be a Specially Serviced
Mortgage Loan. The Master Servicer and the Special Servicer each shall deliver
to the Trustee and each other copies of all Sub-Servicing Agreements (and, to
the related Serviced Non-Trust Mortgage Loan Noteholder, a copy of any
Sub-Servicing Agreement in respect of a Serviced Non-Trust Mortgage Loan), as
well as any amendments thereto and modifications thereof, entered into by it
promptly upon its execution and delivery of such documents. References in this
Agreement to actions taken or to be taken by the Master Servicer or the Special
Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the
Master Servicer or the Special Servicer, as the case may be; and, in connection
therewith, all amounts advanced by any Sub-Servicer to satisfy the obligations
of the Master Servicer or the Special Servicer hereunder to make P&I Advances or
Servicing Advances shall be deemed to have been advanced by the Master Servicer
or the Special Servicer, as the case may be, out of its own funds and,
accordingly, such P&I Advances or Servicing Advances shall be recoverable by
such Sub-Servicer in the same manner and out of the same funds as if such
Sub-Servicer were the Master Servicer or the Special Servicer, as the case may
be. For so long as they are outstanding, Advances shall accrue interest in
accordance with Sections 3.11(g) or 4.03(d), as applicable, such interest to be
allocable between the Master Servicer or the Special Servicer, as the case may
be, and such Sub-Servicer as they may agree. For purposes of this Agreement, the
Master Servicer and the Special Servicer each shall be deemed to have received
any payment when a Sub-Servicer retained by it receives such payment. The Master
Servicer and the Special Servicer each shall notify the other, the Trustee, the
Depositor, the Controlling Class Certificateholders and, if a Serviced Loan
Combination is involved, the related Non-Trust Mortgage Loan Noteholder(s) in
writing promptly of the appointment by it of any Sub-Servicer.

(b) Each Sub-Servicer (i) shall be authorized to transact business in the state
or states in which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law, and (ii) except for
any Sub-Servicer that is servicing any of the Serviced Mortgage Loans on the
Closing Date, shall be an approved conventional seller/servicer of mortgage
loans for FHLMC or Fannie Mae or a HUD-Approved Servicer.

(c) The Master Servicer and the Special Servicer, for the benefit of the
Trustee, the Certificateholders and, in the case of a Serviced Loan Combination,
also for the benefit of the related


                                     -211-


Serviced Non-Trust Mortgage Loan Noteholder(s), shall (at no expense to the
Trustee, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder
or the Trust Fund) monitor the performance and enforce the obligations of their
respective Sub-Servicers under the related Sub-Servicing Agreements. Such
enforcement, including the legal prosecution of claims, termination of
Sub-Servicing Agreements in accordance with their respective terms and the
pursuit of other appropriate remedies, shall be in such form and carried out to
such an extent and at such time as the Master Servicer or the Special Servicer,
as applicable, in its good faith business judgment, would require were it the
owner of the subject Serviced Mortgage Loans.

     (d) In the event of the resignation, removal or other termination of the
Master Servicer or any successor Master Servicer hereunder for any reason, the
Trustee or other Person succeeding such resigning, removed or terminated party
as Master Servicer, shall elect, with respect to any Sub-Servicing Agreement in
effect as of the Closing Date (or, if being negotiated as of the Closing Date,
in effect within 90 days thereafter) that still exists at the time of such
termination: (i) to assume the rights and obligations of the Master Servicer
under such Sub-Servicing Agreement and continue the sub-servicing arrangements
thereunder on the same terms (including the obligation to pay the same
sub-servicing fee); (ii) to enter into a new Sub-Servicing Agreement with such
Sub-Servicer on such terms as the Trustee or other successor Master Servicer and
such Sub-Servicer shall mutually agree (it being understood that such
Sub-Servicer is under no obligation to accept any such new Sub-Servicing
Agreement or to enter into or continue negotiations with the Trustee or other
successor Master Servicer), provided that neither the Trustee nor any successor
Master Servicer shall enter into a new Sub-Servicing Agreement with a
Sub-Servicer that was a party to a Sub-Servicing Agreement as of the Closing
Date, if such new Sub-Servicing Agreement amends, alters or fails to restate any
rights of any Underwriter or Mortgage Loan Seller under the existing
Sub-Servicing Agreement with respect to the termination of the Sub-Servicer and
the appointment of a successor thereto or any rights of any Underwriter or
Mortgage Loan Seller as a third-party beneficiary under such Sub-Servicing
Agreement, unless the successor Master Servicer has obtained the prior written
consent to the terms of such new Sub-Servicing Agreement from such Underwriter
or Mortgage Loan Seller, as the case may be; or (iii) to terminate the
Sub-Servicing Agreement if (but only if) an Event of Default (as defined in such
Sub-Servicing Agreement) has occurred and is continuing, without paying any
sub-servicer termination fee, and in any additional manner provided for in such
Sub-Servicing Agreement.

     The Sub-Servicers as to which Sub-Servicing Agreements are in effect or
being negotiated as of the Closing Date are listed on Exhibit K hereto.

     (e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer and
the Special Servicer shall remain obligated and liable to the Trustee, the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholder(s) for
the performance of their respective obligations and duties under this Agreement
in accordance with the provisions hereof to the same extent and under the same
terms and conditions as if each alone were servicing and administering the
Serviced Mortgage Loans and/or Administered REO Properties for which it is
responsible. The Master Servicer and the Special Servicer shall each be
responsible (without right of reimbursement) for all compensation of each
Sub-Servicer retained by it.

     (f) Notwithstanding the above, the Special Servicer may not enter into any
Sub-Servicing Agreement without the approval of the Controlling Class
Representative.


                                     -212-


     SECTION   3.23. Representations and Warranties of the Master Servicer.

     (a) The Master Servicer, in such capacity, hereby represents, warrants and
covenants to the other parties hereto and for the benefit of the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of
the Closing Date, that:

         (i) The Master Servicer is a national banking association, duly
  organized under the laws of the United States, and the Master Servicer is in
  compliance with the laws of each state in which any Mortgaged Property is
  located to the extent necessary to perform its obligations under this
  Agreement.

         (ii) The execution and delivery of this Agreement by the Master
  Servicer, and the performance and compliance with the terms of this Agreement
  by the Master Servicer, will not: (A) violate the Master Servicer's
  organizational documents; or (B) constitute a default (or an event which, with
  notice or lapse of time, or both, would constitute a default) under, or result
  in the breach of, any material agreement or other material instrument to which
  it is a party or which is applicable to it or any of its assets, which default
  or breach, in the good faith and reasonable judgment of the Master Servicer,
  would reasonably be expected to affect materially and adversely either the
  ability of the Master Servicer to perform its obligations under this Agreement
  or the financial condition of the Master Servicer.

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

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

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

         (vi) No litigation is pending or, to the best of the Master Servicer's
  knowledge, threatened, against the Master Servicer, the outcome of which, in
  the Master Servicer's good faith and reasonable judgment, could reasonably be
  expected to prohibit the Master Servicer from entering into this Agreement or
  materially and adversely affect the ability of the Master Servicer to perform
  its obligations under this Agreement.


                                     -213-


         (vii) Any consent, approval, authorization or order of any court or
  governmental agency or body required under federal or state law for the
  execution, delivery and performance by the Master Servicer of or compliance by
  the Master Servicer with this Agreement or the consummation of the
  transactions contemplated by this Agreement has been obtained and is effective
  except where the lack of consent, approval, authorization or order would not
  have a material adverse effect on the performance by the Master Servicer under
  this Agreement.

         (viii) The Master Servicer possesses all insurance required pursuant to
  Section 3.07(c) of this Agreement.

         (ix) The Master Servicer has reviewed all Sub-Servicing Agreements in
  effect as of the Closing Date and will review all Sub-Servicing Agreements
  entered into by it after the Closing Date.

     (b) The representations and warranties of the Master Servicer set forth in
Section 3.23(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice thereof to the
other parties hereto.

     (c) Any successor Master Servicer shall be deemed to have made, as of the
date of its succession, each of the representations and warranties set forth in
Section 3.23(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 3.23(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.

     SECTION   3.24. Representations and Warranties of the Special Servicer.

     (a) The Special Servicer, in such capacity, hereby represents, warrants and
covenants to the other parties hereto and for the benefit of the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of
the Closing Date, that:

         (i) The Special Servicer is a corporation validly existing and in good
  standing under the laws of the State of Florida, and the Special Servicer is
  in compliance with the laws of each state in which any Mortgaged Property is
  located to the extent necessary to perform its obligations under this
  Agreement.

         (ii) The execution and delivery of this Agreement by the Special
  Servicer, and the performance and compliance with the terms of this Agreement
  by the Special Servicer, will not: (A) violate the Special Servicer's
  organizational documents; or (B) constitute a default (or an event which, with
  notice or lapse of time, or both, would constitute a default) under, or result
  in the breach of, any material agreement or other material instrument to which
  it is a party or which is applicable to it or any of its assets, which default
  or breach, in the good faith and reasonable judgment of the Special Servicer,
  would reasonably be expected to affect materially and adversely either the
  ability of the Special Servicer to perform its obligations under this
  Agreement or the financial condition of the Special Servicer.


                                     -214-


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

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

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

         (vi) No litigation is pending or, to the best of the Special Servicer's
  knowledge, threatened, against the Special Servicer, the outcome of which, in
  the Special Servicer's good faith and reasonable judgment, could reasonably be
  expected to prohibit the Special Servicer from entering into this Agreement or
  materially and adversely affect the ability of the Special Servicer to perform
  its obligations under this Agreement.

         (vii) Any consent, approval, authorization or order of any court or
  governmental agency or body required under federal or state law for the
  execution, delivery and performance by the Special Servicer of or compliance
  by the Special Servicer with this Agreement or the consummation of the
  transactions contemplated by this Agreement has been obtained and is effective
  except where the lack of consent, approval, authorization or order would not
  have a material adverse effect on the performance by the Special Servicer
  under this Agreement.

         (viii) The Special Servicer possesses all insurance required pursuant
  to Section 3.07(c) of this Agreement.

     (b) The representations and warranties of the Special Servicer set forth in
Section 3.24(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice thereof to the
other parties hereto.

     (c) Any successor Special Servicer shall be deemed to have made, as of the
date of its succession, each of the representations and warranties set forth in
Section 3.24(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 3.24(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.


                                     -215-


     SECTION 3.25. Certain Matters Regarding the Purchase of the Trust Mortgage
                   Loan in a Loan Combination.

     If, in connection with a Permitted Purchase, a Trust Mortgage Loan that is
part of a Loan Combination is purchased or repurchased from the Trust Fund, the
purchaser(s) thereof shall be bound by the terms of the related Co-Lender
Agreement and shall assume the rights and obligations of the holder of such
Mortgage Loan under such Co-Lender Agreement. Subject to the terms of the
related Co-Lender Agreement, all portions of the related Mortgage File and other
documents pertaining to the subject Trust Mortgage Loan shall be endorsed or
assigned, to the extent necessary or appropriate, to the purchaser(s) of such
Trust Mortgage Loan in their capacity as holder of such Trust Mortgage Loan (as
a result of such purchase or repurchase) under the related Co-Lender Agreement
in the manner contemplated thereunder, which such purchaser(s) shall be deemed
to acknowledge. Thereafter, in the case of a Serviced Combination Trust Mortgage
Loan, such Mortgage File shall be held by the lender responsible for maintaining
custody thereof under the related Co-Lender Agreement, or a custodian appointed
thereby, for the benefit of each of the "Lenders" as defined under, and as their
interests appear under, the related Co-Lender Agreement; provided that the
Mortgage Note for such Serviced Combination Trust Mortgage Loan may be held by
the purchaser(s) of such Mortgage Loan. If the related Servicing File is not
already in the possession of such party, it shall be delivered to the successor
master servicer or special servicer, as the case may be, with respect to the
subject Loan Combination under, or otherwise in accordance with, any applicable
separate servicing agreement for such Loan Combination or as otherwise
contemplated by the related Co-Lender Agreement.

     SECTION 3.26. Application of Default Charges.

     (a) Any and all Default Charges that are actually Received by the Trust and
deposited in the Pool Custodial Account with respect to any Trust Mortgage Loan
or REO Trust Mortgage Loan during any applicable Collection Period, shall be
applied for the following purposes and in the following order, in each case to
the extent of the remaining portion of such Default Charges:

         first, to pay to the Fiscal Agent, the Trustee, the Master Servicer and
  the Special Servicer, in that order, any interest due and owing to such party
  on any outstanding Advances made thereby with respect to such Trust Mortgage
  Loan or REO Trust Mortgage Loan, as the case may be, which interest on such
  outstanding Advance accrued on or prior to the date on which the subject
  Default Charges were received;

         second, to pay any other outstanding expenses (exclusive of Special
  Servicing Fees, Liquidation Fees and Workout Fees) incurred with respect to
  such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be, that,
  if paid from collections on the Mortgage Pool other than such Default Charges,
  would constitute an Additional Trust Fund Expense;

         third, to reimburse the Trust for any interest on Advances paid to the
  Fiscal Agent, the Trustee, the Master Servicer or the Special Servicer since
  the Closing Date with respect to such Trust Mortgage Loan or REO Trust
  Mortgage Loan, as the case may be, which interest payment was made from
  collections on the Mortgage Pool (other than Default Charges on such Trust
  Mortgage Loan or REO Trust Mortgage Loan) and was not previously reimbursed
  under this clause third;


                                     -216-


         fourth, to reimburse the Trust for any other Additional Trust Fund
  Expenses (exclusive of Special Servicing Fees, Liquidation Fees and Workout
  Fees) paid since the Closing Date with respect to such Trust Mortgage Loan or
  REO Trust Mortgage Loan, as the case may be, which payment was made from
  collections on the Mortgage Pool (other than Default Charges on such Trust
  Mortgage Loan or REO Trust Mortgage Loan) and was not previously reimbursed
  under this clause fourth; and

         fifth, to pay any remaining portion of such Default Charges (such
  remaining portion, "Net Default Charges") as additional master servicing
  compensation to the Master Servicer, to the extent Received by the Trust, if
  they were accrued in respect of an Outside Serviced Trust Mortgage Loan or a
  Performing Serviced Trust Mortgage Loan, or as additional special servicing
  compensation to the Special Servicer, to the extent Received by the Trust, if
  they were accrued in respect of a Specially Serviced Trust Mortgage Loan or an
  REO Trust Mortgage Loan, in each case pursuant to Section 3.11;

provided that the total interest on Advances payable pursuant to clause first
above and other expenses payable pursuant to clause second above in connection
with a Serviced Combination Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto shall take into account the application of
funds on deposit in the related Loan Combination Custodial Account with respect
to the related Serviced Non-Trust Mortgage Loan(s) or any successor REO Mortgage
Loan(s) with respect thereto to pay such interest on Advances or such other
expenses, as the case may be; and provided, further, that, with respect to a
Serviced Loan Combination, Default Charges that are actually Received by the
Trust with respect to any Serviced Combination Trust Mortgage Loan or REO Trust
Mortgage Loan with respect thereto during any applicable Collection Period shall
be applied to cover the items set forth in clauses first through fourth above
only to the extent that such item or portion of such item (i) is allocable to
such Serviced Combination Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto in accordance with the related Co-Lender
Agreement and (ii) is not otherwise first payable, pursuant to Section 3.26(c)
(and consistent with the related Co-Lender Agreement), out of amounts otherwise
distributable to a related Non-Trust Mortgage Loan Noteholder as Default Charges
with respect to a related Non-Trust Mortgage Loan or any successor REO Mortgage
Loan with respect thereto or, pursuant to Section 3.05A (and consistent with the
related Co-Lender Agreement) out of any other amounts otherwise distributable to
a related Non-Trust Mortgage Loan Noteholder with respect to a related Non-Trust
Mortgage Loan or any successor REO Mortgage Loan with respect thereto.

     (b) Default Charges applied to reimburse the Trust pursuant to clauses
third and fourth of subsection (a), are intended to be part of the amounts to be
delivered by the Master Servicer to the Trustee pursuant to the first paragraph
of Section 3.04(b) on or before the Trust Master Servicer Remittance Date next
following the applicable Collection Period during which they were received, for
deposit in the Collection Account, subject to application pursuant to Section
3.05(a) for any items payable out of general collections on the Mortgage Pool.
Default Charges applied to pay outstanding interest on Advances in respect of
the related Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable, to
any particular party, pursuant to clause first of subsection (a), shall be
applied to pay such party such interest on Advances in such manner that the
interest that accrued first and has been outstanding the longest shall be paid
first. Default Charges applied to pay outstanding expenses in respect of the
related Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable, pursuant
to clause second of subsection (a), shall be applied to pay such expenses in the
chronological order in which they were incurred. Default Charges applied to
reimburse the Trust pursuant to clauses third and


                                     -217-

fourth of subsection (a) shall be deemed to offset either interest paid on
Advances or other Additional Trust Fund Expenses, depending on which clause is
applicable, in respect of the related Trust Mortgage Loan or REO Trust Mortgage
Loan, as applicable, in the chronological order in which such interest accrued
or such expenses were incurred, as applicable (whereupon such interest paid on
Advances or such other Additional Trust Fund Expenses, depending on which clause
is applicable, shall thereafter be deemed to have been paid out of Default
Charges in respect of the related Trust Mortgage Loan or REO Trust Mortgage
Loan, as applicable).

(c) Any and all amounts otherwise distributable to the related Serviced
Non-Trust Mortgage Loan Noteholder as Default Charges with respect to any
Serviced Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect
thereto, in accordance with the related Co-Lender Agreement, shall be applied
for the following purposes and in the following order, in each case to the
extent of the remaining portion of such amounts and as and to the extent
permitted under the related Co-Lender Agreement, prior to being so distributed
to the related Serviced Non-Trust Mortgage Loan Noteholder:

         first, to pay to the Fiscal Agent, the Trustee, the Master Servicer and
  the Special Servicer any and all interest on any Servicing Advances made
  thereby with respect to the applicable Serviced Loan Combination or any
  related REO Property, which interest accrued on or prior to the date on which
  such amounts otherwise so distributable as Default Charges were received (such
  amounts to be applied in accordance with this clause first with respect to any
  such particular party in such manner that the earliest accrued interest shall
  be paid first);

         second, to pay to the Fiscal Agent, the Trustee and the Master Servicer
  any and all interest on any P&I Advances made thereby with respect to the
  related Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
  respect thereto, which interest accrued on or prior to the date on which such
  amounts otherwise so distributable as Default Charges were received (such
  amounts to be applied with respect to any such particular party in such manner
  that the earliest accrued interest shall be paid first); and

         third, to pay any other expenses reimbursable to any party to this
  Agreement from Default Charges pursuant to the related Co-Lender Agreement,
  out of amounts otherwise distributable to the related Serviced Non-Trust
  Mortgage Loan Noteholder as Default Charges with respect to the subject
  Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect
  thereto;

provided that, in the case of the 757 Third Avenue Non-Trust Mortgage Loans or
any successor REO Mortgage Loans with respect thereto, related Default Charges
shall be applied as set forth above based on the priorities contemplated by the
related Co-Lender Agreement.

     Any amounts otherwise distributable to the related Serviced Non-Trust
Mortgage Loan Noteholder as Default Charges with respect to any Serviced
Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect thereto
that are applied pursuant to clause first or clause second, as applicable, of
the preceding paragraph shall be paid to the Fiscal Agent, the Trustee, the
Master Servicer and, if applicable, the Special Servicer, in that order, in each
case up to the total amount of interest on any Advances so payable to such party
in accordance with such clause first or clause second, as applicable.


                                     -218-


     SECTION   3.27. Meriden Mall Purchase Option.

     If, pursuant to the Meriden Mall Servicing Agreement, the Meriden Mall
Master Servicer has notified the Master Servicer or the Trustee that the Meriden
Mall Loan Pair are being specially serviced pursuant to such agreement and that
any Monthly Payment is 60 or more days delinquent, then the Master Servicer (if
it has received such notice) shall promptly so notify in writing the Trustee,
and the Trustee shall in all cases promptly so notify in writing the Controlling
Class of Certificateholders. For so long as the Meriden Mall Loan Pair remain
specially serviced and any Monthly Payment is 60 days or more delinquent as
contemplated above, any single Certificateholder or group of Certificateholders
of the Controlling Class entitled to a majority of the Voting Rights allocated
to the Controlling Class may indicate to the Trustee in writing its or their
intent to purchase the Meriden Mall Non-Trust Mortgage Loan in accordance with
Section 4.03 of the Meriden Mall Co-Lender Agreement (only in its or their own
behalf and not on behalf of the Trust), whereupon the Trustee shall designate
such Certificateholder or group of Certificateholders as its designee to so
purchase the Meriden Mall Non-Trust Mortgage Loan (only in its or their own
behalf and not on behalf of the Trust), in accordance with such Section 4.03 of
the Meriden Mall Co-Lender Agreement. Any such purchase will be subject to all
applicable provisions of, and at the price set forth in, the Meriden Mall
Co-Lender Agreement. Upon any such purchase, such Certificateholder or group of
Certificateholders shall constitute the "Note A Lender" under, and the Meriden
Mall Loan Pair shall again be serviced and administered in accordance with, the
Meriden Mall Co-Lender Agreement. The Trustee shall reasonably cooperate with
such Certificateholder or Certificateholders in effecting such purchase.
Notwithstanding the foregoing, if the Controlling Class of Certificates is held
in book-entry format, then the references to any single Certificateholder or
group of Certificateholders above in this Section 3.27 shall be deemed to mean a
Certificate Owner or group of Certificate Owners.


                                     -219-


                                   ARTICLE IV


          PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS


     SECTION   4.01. Distributions.

     (a) On each Distribution Date prior to the Final Distribution Date, the
Trustee shall, based upon information provided by the Master Servicer and, if
applicable, the Special Servicer, withdraw from the Collection Account and apply
the Available Distribution Amount for such Distribution Date, such application
to be made for the following purposes and in the following order of priority, in
each case to the extent of remaining available funds:

     first, to make distributions of interest to the Holders of the respective
Classes of the Senior Certificates, up to an amount equal to, and pro rata as
among such Classes of Certificateholders in accordance with, all Distributable
Certificate Interest in respect of each such Class of Certificates for such
Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates, if any;

     second, to make distributions of principal to the Holders of the respective
Classes of the Senior Class A Certificates, in the following amounts and order
of priority:

         (i) to the Holders of the Class A-1 Certificates, up to an amount (not
  to exceed the Class Principal Balance of the Class A-1 Certificates
  outstanding immediately prior to such Distribution Date) equal to the Adjusted
  Principal Distribution Amount for such Distribution Date;

         (ii) to the Holders of the Class A-2 Certificates, up to an amount (not
  to exceed the Class Principal Balance of the Class A-2 Certificates
  outstanding immediately prior to such Distribution Date) equal to the entire
  Adjusted Principal Distribution Amount for such Distribution Date (net of any
  portion thereof distributed on such Distribution Date to the Holders of the
  Class A-1 Certificates pursuant to subclause (i) of this clause second);

         (iii) to the Holders of the Class A-3 Certificates, up to an amount
  (not to exceed the Class Principal Balance of the Class A-3 Certificates
  outstanding immediately prior to such Distribution Date) equal to the entire
  Adjusted Principal Distribution Amount for such Distribution Date (net of any
  portion thereof distributed on such Distribution Date to the Holders of any
  other Class of Senior Class A Certificates pursuant to a prior subclause of
  this clause second);

         (iv) to the Holders of the Class A-4 Certificates, up to an amount (not
  to exceed the Class Principal Balance of the Class A-4 Certificates
  outstanding immediately prior to such Distribution Date) equal to the entire
  Adjusted Principal Distribution Amount for such Distribution Date (net of any
  portion thereof distributed on such Distribution Date to the Holders of any
  other Class of Senior Class A Certificates pursuant to a prior subclause of
  this clause second);

         (v) to the Holders of the Class A-5 Certificates, up to an amount (not
  to exceed the Class Principal Balance of the Class A-5 Certificates
  outstanding immediately prior


                                     -220-


  to such Distribution Date) equal to the entire Adjusted Principal Distribution
  Amount for such Distribution Date (net of any portion thereof distributed on
  such Distribution Date to the Holders of any other Class of Senior Class A
  Certificates pursuant to a prior subclause of this clause second); and

         (vi) to the Holders of the Class A-6 Certificates, up to an amount (not
  to exceed the Class Principal Balance of the Class A-6 Certificates
  outstanding immediately prior to such Distribution Date) equal to the entire
  Adjusted Principal Distribution Amount for such Distribution Date (net of any
  portion thereof distributed on such Distribution Date to the Holders of any
  other Class of Senior Class A Certificates pursuant to a prior subclause of
  this clause second);

provided, however, that, notwithstanding the immediately preceding clauses (i)
through (vi), on each Distribution Date coinciding with or following the Senior
Class A Principal Distribution Cross-Over Date, but prior to the Final
Distribution Date, the Trustee shall make distributions of principal to the
Holders of the respective Classes of the Senior Class A Certificates, on a pro
rata basis, in accordance with the respective Class Principal Balances of those
Classes outstanding immediately prior to such Distribution Date, until the Class
Principal Balance of each such Class has been reduced to zero, in an aggregate
amount equal to the entire Adjusted Principal Distribution Amount for such
Distribution Date;

     third, to reimburse the Holders of the respective Classes of the Senior
Class A Certificates, up to an amount equal to, and on a pro rata basis as among
such Classes of Certificateholders in accordance with, the Loss Reimbursement
Amount with respect to each such Class of Certificates for such Distribution
Date; and

     fourth, to make distributions to the Holders of the respective Classes of
the Subordinate Certificates as provided in Section 4.01(b).

     All distributions of interest, if any, made in respect of either Class of
Interest-Only Certificates on any Distribution Date as provided above in this
Section 4.01(a) shall be made, and deemed to have been made, in respect of the
various REMIC III Components of the subject Class of Interest-Only Certificates,
pro rata in accordance with the respective amounts of Distributable Component
Interest in respect of such REMIC III Components for such Distribution Date and,
to the extent not previously deemed paid pursuant to this paragraph, for all
prior Distribution Dates, if any.

     (b) On each Distribution Date prior to the Final Distribution Date, after
making the distributions in respect of the Senior Certificates provided for in
Section 4.01(a), the Trustee shall, based on information provided by the Master
Servicer and, if applicable, the Special Servicer, apply the Subordinate
Available Distribution Amount for such Distribution Date for the following
purposes and in the following order of priority, in each case to the extent of
remaining available funds:

         (i) to make distributions of interest to the Holders of the Class A-J
  Certificates, up to an amount equal to all Distributable Certificate Interest
  in respect of such Class of Certificates for such Distribution Date and, to
  the extent not previously paid, for all prior Distribution Dates, if any;

         (ii) after the Class Principal Balances of the Senior Class A
  Certificates have been reduced to zero, to make distributions of principal to
  the Holders of the Class A-J


                                     -221-


  Certificates, up to an amount (not to exceed the Class Principal Balance of
  the Class A-J Certificates outstanding immediately prior to such Distribution
  Date) equal to the entire Adjusted Principal Distribution Amount for such
  Distribution Date (net of any portion thereof distributed on such Distribution
  Date to the Holders of the Senior Class A Certificates pursuant to Section
  4.01(a) above);

         (iii) to reimburse the Holders of the Class A-J Certificates, up to an
  amount equal to the Loss Reimbursement Amount with respect to such Class of
  Certificates for such Distribution Date;

         (iv) to make distributions of interest to the Holders of the Class B
  Certificates, up to an amount equal to all Distributable Certificate Interest
  in respect of such Class of Certificates for such Distribution Date and, to
  the extent not previously paid, for all prior Distribution Dates, if any;

         (v) after the Class Principal Balance of the Class A-J Certificates has
  been reduced to zero, to make distributions of principal to the Holders of the
  Class B Certificates, up to an amount (not to exceed the Class Principal
  Balance of the Class B Certificates outstanding immediately prior to such
  Distribution Date) equal to the entire Adjusted Principal Distribution Amount
  for such Distribution Date (net of any portion thereof distributed on such
  Distribution Date to the Holders of any other Class of Principal Balance
  Certificates pursuant to Section 4.01(a) above or pursuant to any prior clause
  of this Section 4.01(b));

         (vi) to reimburse the Holders of the Class B Certificates, up to an
  amount equal to the Loss Reimbursement Amount with respect to such Class of
  Certificates for such Distribution Date;

         (vii) to make distributions of interest to the Holders of the Class C
  Certificates, up to an amount equal to all Distributable Certificate Interest
  in respect of such Class of Certificates for such Distribution Date and, to
  the extent not previously paid, for all prior Distribution Dates, if any;

         (viii) after the Class Principal Balance of the Class B Certificates
  has been reduced to zero, to make distributions of principal to the Holders of
  the Class C Certificates, up to an amount (not to exceed the Class Principal
  Balance of the Class C Certificates outstanding immediately prior to such
  Distribution Date) equal to the entire Adjusted Principal Distribution Amount
  for such Distribution Date (net of any portion thereof distributed on such
  Distribution Date to the Holders of any other Class of Principal Balance
  Certificates pursuant to Section 4.01(a) above or pursuant to any prior clause
  of this Section 4.01(b));

         (ix) to reimburse the Holders of the Class C Certificates, up to an
  amount equal to the Loss Reimbursement Amount with respect to such Class of
  Certificates for such Distribution Date;

         (x) to make distributions of interest to the Holders of the Class D
  Certificates, up to an amount equal to all Distributable Certificate Interest
  in respect of such Class of Certificates for such Distribution Date and, to
  the extent not previously paid, for all prior Distribution Dates, if any;


                                     -222-


         (xi) after the Class Principal Balance of the Class C Certificates has
  been reduced to zero, to make distributions of principal to the Holders of the
  Class D Certificates, up to an amount (not to exceed the Class Principal
  Balance of the Class D Certificates outstanding immediately prior to such
  Distribution Date) equal to the entire Adjusted Principal Distribution Amount
  for such Distribution Date (net of any portion thereof distributed on such
  Distribution Date to the Holders of any other Class of Principal Balance
  Certificates pursuant to Section 4.01(a) above or pursuant to any prior clause
  of this Section 4.01(b));

         (xii) to reimburse the Holders of the Class D Certificates, up to an
  amount equal to the Loss Reimbursement Amount with respect to such Class of
  Certificates for such Distribution Date;

         (xiii) to make distributions of interest to the Holders of the Class E
  Certificates, up to an amount equal to all Distributable Certificate Interest
  in respect of such Class of Certificates for such Distribution Date and, to
  the extent not previously paid, for all prior Distribution Dates, if any;

         (xiv) after the Class Principal Balance of the Class D Certificates has
  been reduced to zero, to make distributions of principal to the Holders of the
  Class E Certificates, up to an amount (not to exceed the Class Principal
  Balance of the Class E Certificates outstanding immediately prior to such
  Distribution Date) equal to the entire Adjusted Principal Distribution Amount
  for such Distribution Date (net of any portion thereof distributed on such
  Distribution Date to the Holders of any other Class of Principal Balance
  Certificates pursuant to Section 4.01(a) above or pursuant to any prior clause
  of this Section 4.01(b));

         (xv) to reimburse the Holders of the Class E Certificates, up to an
  amount equal to the Loss Reimbursement Amount with respect to such Class of
  Certificates for such Distribution Date;

         (xvi) to make distributions of interest to the Holders of the Class F
  Certificates, up to an amount equal to all Distributable Certificate Interest
  in respect of such Class of Certificates for such Distribution Date and, to
  the extent not previously paid, for all prior Distribution Dates, if any;

         (xvii) after the Class Principal Balance of the Class E Certificates
  has been reduced to zero, to make distributions of principal to the Holders of
  the Class F Certificates, up to an amount (not to exceed the Class Principal
  Balance of the Class F Certificates outstanding immediately prior to such
  Distribution Date) equal to the entire Adjusted Principal Distribution Amount
  for such Distribution Date (net of any portion thereof distributed on such
  Distribution Date to the Holders of any other Class of Principal Balance
  Certificates pursuant to Section 4.01(a) above or pursuant to any prior clause
  of this Section 4.01(b));

         (xviii) to reimburse the Holders of the Class F Certificates, up to an
  amount equal to the Loss Reimbursement Amount with respect to such Class of
  Certificates for such Distribution Date;

         (xix) to make distributions of interest to the Holders of the Class G
  Certificates, up to an amount equal to all Distributable Certificate Interest
  in respect of such


                                     -223-


  Class of Certificates for such Distribution Date and, to the extent not
  previously paid, for all prior Distribution Dates, if any;

         (xx) after the Class Principal Balance of the Class F Certificates has
  been reduced to zero, to make distributions of principal to the Holders of the
  Class G Certificates, up to an amount (not to exceed the Class Principal
  Balance of the Class G Certificates outstanding immediately prior to such
  Distribution Date) equal to the entire Adjusted Principal Distribution Amount
  for such Distribution Date (net of any portion thereof distributed on such
  Distribution Date to the Holders of any other Class of Principal Balance
  Certificates pursuant to Section 4.01(a) above or pursuant to any prior clause
  of this Section 4.01(b));

         (xxi) to reimburse the Holders of the Class G Certificates, up to an
  amount equal to the Loss Reimbursement Amount with respect to such Class of
  Certificates for such Distribution Date;

         (xxii) to make distributions of interest to the Holders of the Class H
  Certificates, up to an amount equal to all Distributable Certificate Interest
  in respect of such Class of Certificates for such Distribution Date and, to
  the extent not previously paid, for all prior Distribution Dates, if any;

         (xxiii) after the Class Principal Balance of the Class G Certificates
  has been reduced to zero, to make distributions of principal to the Holders of
  the Class H Certificates, up to an amount (not to exceed the Class Principal
  Balance of the Class H Certificates outstanding immediately prior to such
  Distribution Date) equal to the entire Adjusted Principal Distribution Amount
  for such Distribution Date (net of any portion thereof distributed on such
  Distribution Date to the Holders of any other Class of Principal Balance
  Certificates pursuant to Section 4.01(a) above or pursuant to any prior clause
  of this Section 4.01(b));

         (xxiv) to reimburse the Holders of the Class H Certificates, up to an
  amount equal to the Loss Reimbursement Amount with respect to such Class of
  Certificates for such Distribution Date; (xxv) to make distributions of
  interest to the Holders of the Class J Certificates, up to an amount equal to
  all Distributable Certificate Interest in respect of such Class of
  Certificates for such Distribution Date and, to the extent not previously
  paid, for all prior Distribution Dates, if any;

         (xxvi) after the Class Principal Balance of the Class H Certificates
  has been reduced to zero, to make distributions of principal to the Holders of
  the Class J Certificates, up to an amount (not to exceed the Class Principal
  Balance of the Class J Certificates outstanding immediately prior to such
  Distribution Date) equal to the entire Adjusted Principal Distribution Amount
  for such Distribution Date (net of any portion thereof distributed on such
  Distribution Date to the Holders of any other Class of Principal Balance
  Certificates pursuant to Section 4.01(a) above or pursuant to any prior clause
  of this Section 4.01(b));

         (xxvii) to reimburse the Holders of the Class J Certificates, up to an
  amount equal to the Loss Reimbursement Amount with respect to such Class of
  Certificates for such Distribution Date;


                                     -224-


         (xxviii) to make distributions of interest to the Holders of the Class
  K Certificates, up to an amount equal to all Distributable Certificate
  Interest in respect of such Class of Certificates for such Distribution Date
  and, to the extent not previously paid, for all prior Distribution Dates, if
  any;

         (xxix) after the Class Principal Balance of the Class J Certificates
  has been reduced to zero, to make distributions of principal to the Holders of
  the Class K Certificates, up to an amount (not to exceed the Class Principal
  Balance of the Class K Certificates outstanding immediately prior to such
  Distribution Date) equal to the entire Adjusted Principal Distribution Amount
  for such Distribution Date (net of any portion thereof distributed on such
  Distribution Date to the Holders of any other Class of Principal Balance
  Certificates pursuant to Section 4.01(a) above or pursuant to any prior clause
  of this Section 4.01(b));

         (xxx) to reimburse the Holders of the Class K Certificates, up to an
  amount equal to the Loss Reimbursement Amount with respect to such Class of
  Certificates for such Distribution Date;

         (xxxi) to make distributions of interest to the Holders of the Class L
  Certificates, up to an amount equal to all Distributable Certificate Interest
  in respect of such Class of Certificates for such Distribution Date and, to
  the extent not previously paid, for all prior Distribution Dates, if any;

         (xxxii) after the Class Principal Balance of the Class K Certificates
  has been reduced to zero, to make distributions of principal to the Holders of
  the Class L Certificates, up to an amount (not to exceed the Class Principal
  Balance of the Class L Certificates outstanding immediately prior to such
  Distribution Date) equal to the entire Adjusted Principal Distribution Amount
  for such Distribution Date (net of any portion thereof distributed on such
  Distribution Date to the Holders of any other Class of Principal Balance
  Certificates pursuant to Section 4.01(a) above or pursuant to any prior clause
  of this Section 4.01(b));

         (xxxiii) to reimburse the Holders of the Class L Certificates, up to an
  amount equal to the Loss Reimbursement Amount with respect to such Class of
  Certificates for such Distribution Date;

         (xxxiv) to make distributions of interest to the Holders of the Class M
  Certificates, up to an amount equal to all Distributable Certificate Interest
  in respect of such Class of Certificates for such Distribution Date and, to
  the extent not previously paid, for all prior Distribution Dates, if any;

         (xxxv) after the Class Principal Balance of the Class L Certificates
  has been reduced to zero, to make distributions of principal to the Holders of
  the Class M Certificates, up to an amount (not to exceed the Class Principal
  Balance of the Class M Certificates outstanding immediately prior to such
  Distribution Date) equal to the entire Adjusted Principal Distribution Amount
  for such Distribution Date (net of any portion thereof distributed on such
  Distribution Date to the Holders of any other Class of Principal Balance
  Certificates pursuant to Section 4.01(a) above or pursuant to any prior clause
  of this Section 4.01(b));


                                     -225-


         (xxxvi) to reimburse the Holders of the Class M Certificates, up to an
  amount equal to the Loss Reimbursement Amount with respect to such Class of
  Certificates for such Distribution Date;

         (xxxvii) to make distributions of interest to the Holders of the Class
  N Certificates, up to an amount equal to all Distributable Certificate
  Interest in respect of such Class of Certificates for such Distribution Date
  and, to the extent not previously paid, for all prior Distribution Dates, if
  any;

         (xxxviii) after the Class Principal Balance of the Class M Certificates
  has been reduced to zero, to make distributions of principal to the Holders of
  the Class N Certificates, up to an amount (not to exceed the Class Principal
  Balance of the Class N Certificates outstanding immediately prior to such
  Distribution Date) equal to the entire Adjusted Principal Distribution Amount
  for such Distribution Date (net of any portion thereof distributed on such
  Distribution Date to the Holders of any other Class of Principal Balance
  Certificates pursuant to Section 4.01(a) above or pursuant to any prior clause
  of this Section 4.01(b));

         (xxxix) to reimburse the Holders of the Class N Certificates, up to an
  amount equal to the Loss Reimbursement Amount with respect to such Class of
  Certificates for such Distribution Date;

         (xl) to make distributions of interest to the Holders of the Class P
  Certificates, up to an amount equal to all Distributable Certificate Interest
  in respect of such Class of Certificates for such Distribution Date and, to
  the extent not previously paid, for all prior Distribution Dates, if any;

         (xli) after the Class Principal Balance of the Class N Certificates has
  been reduced to zero, to make distributions of principal to the Holders of the
  Class P Certificates, up to an amount (not to exceed the Class Principal
  Balance of the Class P Certificates outstanding immediately prior to such
  Distribution Date) equal to the entire Adjusted Principal Distribution Amount
  for such Distribution Date (net of any portion thereof distributed on such
  Distribution Date to the Holders of any other Class of Principal Balance
  Certificates pursuant to Section 4.01(a) above or pursuant to any prior clause
  of this Section 4.01(b));

         (xlii) to reimburse the Holders of the Class P Certificates, up to an
  amount equal to the Loss Reimbursement Amount with respect to such Class of
  Certificates for such Distribution Date;

         (xliii) to make distributions of interest to the Holders of the Class Q
  Certificates, up to an amount equal to all Distributable Certificate Interest
  in respect of such Class of Certificates for such Distribution Date and, to
  the extent not previously paid, for all prior Distribution Dates, if any;

         (xliv) after the Class Principal Balance of the Class P Certificates
  has been reduced to zero, to make distributions of principal to the Holders of
  the Class Q Certificates, up to an amount (not to exceed the Class Principal
  Balance of the Class Q Certificates outstanding immediately prior to such
  Distribution Date) equal to the entire Adjusted Principal Distribution Amount
  for such Distribution Date (net of any portion thereof distributed on such
  Distribution


                                     -226-


  Date to the Holders of any other Class of Principal Balance Certificates
  pursuant to Section 4.01(a) above or pursuant to any prior clause of this
  Section 4.01(b));

         (xlv) to reimburse the Holders of the Class Q Certificates, up to an
  amount equal to the Loss Reimbursement Amount with respect to such Class of
  Certificates for such Distribution Date;

         (xlvi) to make distributions of interest to the Holders of the Class S
  Certificates, up to an amount equal to all Distributable Certificate Interest
  in respect of such Class of Certificates for such Distribution Date and, to
  the extent not previously paid, for all prior Distribution Dates, if any;

         (xlvii) after the Class Principal Balance of the Class Q Certificates
  has been reduced to zero, to make distributions of principal to the Holders of
  the Class S Certificates, up to an amount (not to exceed the Class Principal
  Balance of the Class S Certificates outstanding immediately prior to such
  Distribution Date) equal to the entire Adjusted Principal Distribution Amount
  for such Distribution Date (net of any portion thereof distributed on such
  Distribution Date to the Holders of any other Class of Principal Balance
  Certificates pursuant to Section 4.01(a) above or pursuant to any prior clause
  of this Section 4.01(b));

         (xlviii) to reimburse the Holders of the Class S Certificates, up to an
  amount equal to the Loss Reimbursement Amount with respect to such Class of
  Certificates for such Distribution Date;

         (xlix) to make distributions of interest to the Holders of the Class T
  Certificates, up to an amount equal to all Distributable Certificate Interest
  in respect of such Class of Certificates for such Distribution Date and, to
  the extent not previously paid, for all prior Distribution Dates, if any;

         (l) after the Class Principal Balance of the Class S Certificates has
  been reduced to zero, to make distributions of principal to the Holders of the
  Class T Certificates, up to an amount (not to exceed the Class Principal
  Balance of the Class T Certificates outstanding immediately prior to such
  Distribution Date) equal to the entire Adjusted Principal Distribution Amount
  for such Distribution Date (net of any portion thereof distributed on such
  Distribution Date to the Holders of any other Class of Principal Balance
  Certificates pursuant to Section 4.01(a) above or pursuant to any prior clause
  of this Section 4.01(b));

         (li) to reimburse the Holders of the Class T Certificates, up to an
  amount equal to the Loss Reimbursement Amount with respect to such Class of
  Certificates for such Distribution Date;

         (lii) to make distributions to the Holders of the Class R-III
  Certificates, up to an amount equal to the excess, if any, of (A) the
  aggregate distributions (other than distributions of Net Prepayment
  Consideration) deemed made in respect of the REMIC II Regular Interests on
  such Distribution Date pursuant to Section 4.01(j), over (B) the aggregate
  distributions made in respect of the Regular Interest Certificates on such
  Distribution Date pursuant to Section 4.01(a) above and/or pursuant to clauses
  (i) through (li) of this Section 4.01(b);


                                     -227-


         (liii) to make distributions to the Holders of the Class R-II
  Certificates, up to an amount equal to the excess, if any, of (A) the
  aggregate distributions (other than distributions of Net Prepayment
  Consideration) deemed made in respect of the REMIC I Regular Interests on such
  Distribution Date pursuant to Section 4.01(k), over (B) the aggregate
  distributions (other than distributions of Net Prepayment Consideration)
  deemed made in respect of the REMIC II Regular Interests on such Distribution
  Date pursuant to Section 4.01(j); and

         (liv) to make distributions to the Holders of the Class R-I
  Certificates, up to an amount equal to the excess, if any, of (A) the
  Subordinate Available Distribution Amount for such Distribution Date, over (B)
  the aggregate distributions made in respect of the Class A-J, Class B, Class
  C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
  Class M, Class N, Class P, Class Q, Class S, Class T, Class R-III and Class
  R-II Certificates on such Distribution Date pursuant to clauses (i) through
  (liii) of this Section 4.01(b).

     (c) On each Distribution Date, the Trustee shall withdraw from the
Collection Account any amount Received by the Trust with respect to any Trust
Mortgage Loan or REO Trust Mortgage Loan during the related Collection Period
that represents Net Prepayment Consideration and shall distribute such Net
Prepayment Consideration: first, to the Holders of the respective Classes of YM
Principal Balance Certificates that are entitled to distributions of principal
on such Distribution Date, pursuant to Section 4.01(a) or Section 4.01(b), as
applicable, up to an amount equal to, and pro rata based on, the respective
Prepayment Consideration Entitlements for such Classes of Certificates for such
Distribution Date in connection with such Net Prepayment Consideration; and
second, to the Holders of the Class X-CL Certificates, up to any remaining
portion of such Net Prepayment Consideration.

     Any Net Prepayment Consideration or portion thereof distributed in respect
of the Class X-CL Certificates on any Distribution Date shall be deemed to have
been distributed in respect of the respective REMIC III Components of the Class
X-CL Certificates, on a pro rata basis in accordance with the respective amounts
by which the Component Notional Amounts of such REMIC III Components were
reduced on such Distribution Date by deemed distributions of principal pursuant
to Section 4.01(j).

     (d) On each Distribution Date, the Trustee shall withdraw from the
Collection Account, and distribute to the Holders of the Class V Certificates,
any amounts that represent Additional Interest Received by the Trust during the
related Collection Period with respect to the ARD Trust Mortgage Loans (and any
successor REO Trust Mortgage Loans with respect thereto). On the Final
Distribution Date, the Special Servicer shall withdraw from the Loss of Value
Reserve Fund and remit to the Trustee, and (upon receipt) the Trustee shall
distribute to the Holders of the Class R-III Certificates, any Loss of Value
Payments remaining on deposit in the Loss of Value Reserve Fund as of the Final
Distribution Date (after taking into account any transfer of Loss of Value
Payments from the Loss of Value Reserve Fund to the Collection Account on the
immediately preceding Trust Master Servicer Remittance Date in accordance with
Section 3.05(e)).

     (e) All distributions made with respect to each Class of Certificates on
each Distribution Date shall be allocated pro rata among the outstanding
Certificates in such Class based on their respective Percentage Interests.
Except as otherwise provided below, all such distributions with respect to each
Class on each Distribution Date shall be made to the Certificateholders of the
respective


                                     -228-


Class of record at the close of business on the related Record Date and shall be
made by wire transfer of immediately available funds to the account of any such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with wiring
instructions no less than five (5) Business Days prior to the related Record
Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent Distribution Dates), or otherwise by check mailed
to the address of such Certificateholder as it appears in the Certificate
Register. The final distribution on each Certificate (determined, in the case of
a Principal Balance Certificate, without regard to any possible future
reimbursement of any related Loss Reimbursement Amount) will be made in a like
manner, but only upon presentation and surrender of such Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution. Prior to any
termination of the Trust Fund pursuant to Section 9.01, any distribution that is
to be made with respect to a Certificate in reimbursement of any related Loss
Reimbursement Amount, which reimbursement is to occur after the date on which
such Certificate is surrendered as contemplated by the preceding sentence, will
be made by check mailed to the address of the Certificateholder that surrendered
such Certificate as such address last appeared in the Certificate Register or to
any other address of which the Trustee was subsequently notified in writing. If
such check is returned to the Trustee, then the Trustee, directly or through an
agent, shall take such reasonable steps to contact the related Holder and
deliver such check as it shall deem appropriate. Any funds in respect of a check
returned to the Trustee shall be set aside by the Trustee and held uninvested in
trust and credited to the account of the appropriate Holder. The costs and
expenses of locating the appropriate Holder and holding such funds shall be paid
out of such funds. No interest shall accrue or be payable to any former Holder
on any amount held in trust hereunder. If the Trustee has not, after having
taken such reasonable steps, located the related Holder by the second
anniversary of the initial sending of a check, the Trustee shall, subject to
applicable law, distribute the unclaimed funds to the Class R-III
Certificateholders.

     (f) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm for which it acts as agent. Each indirect
participating brokerage firm shall be responsible for disbursing funds to the
related Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law. The Trustee and the Depositor shall perform their respective
obligations under each Letter of Representations among the Depositor, the
Trustee and the initial Depository dated as of the Closing Date and pertaining
to the Book-Entry Certificates.

     (g) The rights of the Certificateholders to receive distributions from the
proceeds of the Trust Fund with respect to the Certificates, and all rights and
interests of the Certificateholders in and to such distributions, shall be as
set forth in this Agreement. Neither the Holders of any Class of Certificates
nor any party hereto shall in any way be responsible or liable to the Holders of
any other Class of Certificates with respect to amounts properly previously
distributed on the Certificates.


                                     -229-


     (h) Except as otherwise provided in Section 9.01, whenever the Trustee
receives written notification of or expects that the final distribution with
respect to any Class of Certificates (determined, in the case of a Class of
Principal Balance Certificates, without regard to any possible future
reimbursement of any related Loss Reimbursement Amount) will be made on the next
Distribution Date, the Trustee shall, no later than the second Business Day
prior to such Distribution Date, mail to each Holder of record of such Class of
Certificates on such date a notice to the effect that:

         (i) the Trustee expects that the final distribution with respect to
  such Class of Certificates will be made on such Distribution Date but only
  upon presentation and surrender of such Certificates at the office of the
  Certificate Registrar or at such other location therein specified, and

         (ii) no interest shall accrue on such Certificates from and after the
  end of the Interest Accrual Period for such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(h) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, then the Trustee, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such non-tendering
Certificateholders following the first anniversary of the delivery of such
second notice thereto shall be paid out of such funds. No interest shall accrue
or be payable to any former Holder on any amount held in trust pursuant to this
paragraph. If all of the Certificates as to which notice has been given pursuant
to this Section 4.01(h) shall not have been surrendered for cancellation by the
second anniversary of the delivery of the second notice, the Trustee shall,
subject to applicable law, distribute to the Class R-III Certificateholders all
unclaimed funds and other assets which remain subject thereto.

     (i) Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. If the Trustee
does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholder.

     (j) All distributions made in respect of each Class of Principal Balance
Certificates on each Distribution Date (including the Final Distribution Date)
pursuant to Section 4.01(a), Section 4.01(b), Section 4.01(c) or Section 9.01
shall be deemed to have first been distributed on such Distribution Date from
REMIC II to REMIC III with respect to the Corresponding REMIC II Regular
Interest(s) for such Class of Certificates; and all distributions made with
respect to each Class of Interest-Only Certificates on each Distribution Date
pursuant to Section 4.01(a), Section 4.01(c) or


                                     -230-


Section 9.01 and allocable to any particular REMIC III Component of such Class
of Certificates, shall be deemed to have first been distributed on such
Distribution Date from REMIC II to REMIC III in respect of the Corresponding
REMIC II Regular Interest for such REMIC III Component. In each case, if such
distribution on any such Class of Certificates was a distribution of accrued
interest, of principal, of additional interest (in the form of Net Prepayment
Consideration or any portion thereof) or in reimbursement of any Loss
Reimbursement Amount with respect to such Class of Certificates, then the
corresponding distribution deemed to be made on a REMIC II Regular Interest
pursuant to the preceding sentence (and, if applicable, the following paragraph
of this Section 4.01(j)) shall be deemed to also be, respectively, a
distribution of accrued interest, of principal, of additional interest (in the
form of Net Prepayment Consideration or any portion thereof) or in reimbursement
of any Loss Reimbursement Amount with respect to such REMIC II Regular Interest.

     If a Class of Principal Balance Certificates has two or more Corresponding
REMIC II Regular Interests, then:

         (i) deemed distributions of accrued interest made on such Corresponding
  REMIC II Regular Interests on any Distribution Date shall be allocated between
  or among them, as applicable, on a pro rata basis in accordance with the
  respective amounts of Uncertificated Distributable Interest in respect of such
  Corresponding REMIC II Regular Interests for such Distribution Date and, to
  the extent not previously deemed distributed, for all prior Distribution
  Dates, if any;

         (ii) deemed distributions of principal made on such Corresponding REMIC
  II Regular Interests on any Distribution Date shall be allocated to them in
  numeric order (i.e., from lowest number to highest number) of the respective
  ending numbers of the respective alphanumeric designations for such
  Corresponding REMIC II Regular Interests, in each case up to an amount equal
  to the Uncertificated Principal Balance of the subject Corresponding REMIC II
  Regular Interest outstanding immediately prior to such Distribution Date (such
  that no deemed distributions of principal will be made on any such
  Corresponding REMIC II Regular Interest until the Uncertificated Principal
  Balance of each other such Corresponding REMIC II Regular Interest, if any,
  with an alphanumeric designation that ends in a lower number, has been paid in
  full);

         (iii) deemed distributions of additional interest (in the form of Net
  Prepayment Consideration or any portion thereof) made on such Corresponding
  REMIC II Regular Interests on any Distribution Date shall be allocated between
  or among them, as applicable, on a pro rata basis in accordance with the
  respective amounts of principal deemed distributed in respect of such
  Corresponding REMIC II Regular Interests on such Distribution Date; and

         (iv) deemed distributions made on such Corresponding REMIC II Regular
  Interests on any Distribution Date in reimbursement of the Loss Reimbursement
  Amounts with respect thereto shall be allocated to them in the same order that
  deemed distributions of principal made on such Corresponding REMIC II Regular
  Interests are allocated to them pursuant to subclause (ii) of this paragraph,
  in each case up to the amount of the Loss Reimbursement Amount with respect to
  the subject REMIC II Regular Interest for such Distribution Date.


                                     -231-


     The actual distributions made by the Trustee on each Distribution Date in
respect of the REMIC III Certificates pursuant to Section 4.01(a), Section
4.01(b), Section 4.01(c) or Section 9.01, as applicable, shall be deemed to have
been so made from the amounts deemed distributed with respect to the REMIC II
Regular Interests on such Distribution Date pursuant to this Section 4.01(j).
Notwithstanding the deemed distributions on the REMIC II Regular Interests
described in this Section 4.01(j), actual distributions of funds from the
Collection Account shall be made only in accordance with Section 4.01(a),
Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section 9.01, as
applicable.

     (k) On each Distribution Date, including the Final Distribution Date, the
Available Distribution Amount for such Distribution Date shall be deemed to have
been distributed from REMIC I to REMIC II for the following purposes and in the
following order of priority, in each case to the extent of the remainder of such
funds:

         (i) as deemed distributions of interest with respect to all the REMIC I
  Regular Interests, up to an amount equal to, and pro rata in accordance with,
  all Uncertificated Distributable Interest with respect to each REMIC I Regular
  Interest for such Distribution Date and, to the extent not previously deemed
  distributed, for all prior Distribution Dates, if any;

         (ii) as deemed distributions of principal with respect to all the REMIC
  I Regular Interests, up to an amount equal to, and pro rata in accordance
  with, as to each REMIC I Regular Interest, the portion of the Principal
  Distribution Amount for such Distribution Date attributable to the related
  Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
  thereto (and, more particularly, in the case of each of REMIC I Regular
  Interest MM-1, REMIC I Regular Interest MM-2, REMIC I Regular Interest MM-3,
  REMIC I Regular Interest 757-1 and REMIC I Regular Interest 757-2, further
  attributable to the applicable Loan Component of the related Trust Mortgage
  Loan or any successor REO Trust Mortgage Loan with respect thereto); and

         (iii) as deemed distributions of reimbursement with respect to all the
  REMIC I Regular Interests, up to an amount equal to, and pro rata in
  accordance with, any Loss Reimbursement Amount with respect to each REMIC I
  Regular Interest for such Distribution Date (with compounded interest at the
  related REMIC I Remittance Rate in effect from time to time on the aggregate
  amount of unreimbursed reductions made from time to time in the Uncertificated
  Principal Balance of such REMIC I Regular Interest pursuant to Section
  4.04(c)).

     Any Net Prepayment Consideration distributed to any Class of Regular
Interest Certificates on any Distribution Date shall, in each case, be deemed to
have been distributed on such Distribution Date from REMIC I to REMIC II in
respect of the REMIC I Regular Interest(s) corresponding to the prepaid Trust
Mortgage Loan or REO Trust Mortgage Loan, as the case may be, in respect of
which such Net Prepayment Consideration was received; provided that any Net
Prepayment Consideration with respect to the Meriden Mall Trust Mortgage Loan or
any successor REO Trust Mortgage Loan with respect thereto shall be deemed
allocated between REMIC I Regular Interest MM-1, REMIC I Regular Interest MM-2
and REMIC I Regular Interest MM-3 on a pro rata basis in accordance with the
respective reductions in the Uncertificated Principal Balances of such REMIC I
Regular Interests on the subject Distribution Date as a result of deemed
distributions of principal; and provided, further, that any Net Prepayment
Consideration with respect to the 757 Third Avenue Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto shall be deemed


                                     -232-


allocated between REMIC I Regular Interest 757-1 and REMIC I Regular Interest
757-2 on a pro rata basis in accordance with the respective reductions in the
Uncertificated Principal Balances of such REMIC I Regular Interests on the
subject Distribution Date as a result of deemed distributions of principal.

     The actual distributions made by the Trustee on each Distribution Date in
respect of the REMIC III Certificates and the Class R-II Certificates pursuant
to Section 4.01(a), Section 4.01(b), Section 4.01(c) or Section 9.01, as
applicable, as well as the deemed distributions made on each Distribution Date
in respect of the REMIC II Regular Interests pursuant to Section 4.01(j), shall
be deemed to have been so made from the amounts deemed distributed with respect
to the REMIC I Regular Interests on such Distribution Date pursuant to this
Section 4.01(k). Notwithstanding the deemed distributions on the REMIC I Regular
Interests described in this Section 4.01(k), actual distributions of funds from
the Collection Account shall be made only in accordance with Section 4.01(a),
Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section 9.01, as
applicable.

     SECTION 4.02. Statements to Certificateholders; CMSA Loan Periodic Update
                   File.

     (a) On each Distribution Date, the Trustee shall provide or make available
electronically to the Depositor, the Underwriters, the Master Servicer, the
Special Servicer, the Controlling Class Representative, each Rating Agency, the
Holders of each Class of Certificates and, upon their written request to the
Trustee, any Certificate Owners of the Book-Entry Certificates as may be
identified to the reasonable satisfaction of the Trustee, a statement,
substantially in the form attached hereto as Exhibit B (a "Distribution Date
Statement"), together with the CMSA Bond Level File, the CMSA Collateral Summary
File and the Mortgage Pool Data Update Report, based on information provided to
it by the Master Servicer and/or the Special Servicer, setting forth, without
limitation:

         (i) the amount of the distribution on such Distribution Date to the
  Holders of each Class of Principal Balance Certificates in reduction of the
  Class Principal Balance thereof;

         (ii) the amount of the distribution on such Distribution Date to the
  Holders of each Class of Regular Interest Certificates allocable to
  Distributable Certificate Interest;

         (iii) the amount of the distribution on such Distribution Date to the
  Holders of each Class of Regular Interest Certificates allocable to Prepayment
  Consideration;

         (iv) the amount of the distribution on such Distribution Date to the
  Holders of each Class of Principal Balance Certificates in reimbursement of
  any related Loss Reimbursement Amount for such Distribution Date;

         (v) the Available Distribution Amount for such Distribution Date;

         (vi) the aggregate amount of P&I Advances made in respect of the
  Mortgage Pool for such Distribution Date pursuant to Section 4.03(a) (and/or
  comparable advances made in respect of the Meriden Mall Trust Mortgage Loan or
  any successor REO Trust Mortgage Loan with respect thereto pursuant to the
  Meriden Mall Servicing Agreement);


                                     -233-


         (vii) (A) the aggregate amount of unreimbursed P&I Advances (and/or, in
  the case of the Meriden Mall Trust Mortgage Loan or any successor REO Trust
  Mortgage Loan with respect thereto, any comparable advance(s) made by the
  Meriden Mall Master Servicer) that had been outstanding with respect to the
  Mortgage Pool at the close of business on the related Determination Date (or,
  in the case of the Meriden Mall Trust Mortgage Loan or any successor REO Trust
  Mortgage Loan with respect thereto, as of the end of the Meriden Mall
  Underlying Collection Period) and the aggregate amount of any interest accrued
  and payable to the Master Servicer, the Trustee or the Fiscal Agent (or, if
  applicable, to the Meriden Mall Master Servicer) in respect of any such
  unreimbursed P&I Advances in accordance with Section 4.03(d) (or, if
  applicable, any such comparable advance(s) in accordance with the Meriden Mall
  Servicing Agreement) as of the close of business on such related Determination
  Date (or, in the case of the Meriden Mall Trust Mortgage Loan or any successor
  REO Trust Mortgage Loan with respect thereto, as of the end of the Meriden
  Mall Underlying Collection Period) and (B) the aggregate amount of
  unreimbursed Servicing Advances (and/or comparable advances made in respect of
  an Outside Serviced Trust Mortgage Loan or related REO Property pursuant to
  the related Outside Servicing Agreement) that had been outstanding with
  respect to the Mortgage Pool as of the close of business on the related
  Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan
  or any related REO Property, as of the end of the related Underlying
  Collection Period) and the aggregate amount of interest accrued and payable to
  the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent
  (or, if applicable, to a party under an Outside Servicing Agreement) in
  respect of such unreimbursed Servicing Advances in accordance with Section
  3.11(g) (or, if applicable, any such comparable advance(s) in accordance with
  the related Outside Servicing Agreement) as of the close of business on such
  related Determination Date (or, in the case of an Outside Serviced Trust
  Mortgage Loan or any related REO Property, as of the end of the related
  Underlying Collection Period);

         (viii) the aggregate unpaid principal balance of the Mortgage Pool
  outstanding as of the close of business on the related Determination Date (or,
  in the case of an Outside Serviced Trust Mortgage Loan or any successor REO
  Trust Mortgage Loan with respect thereto, as of the end of the related
  Underlying Collection Period) and the aggregate Stated Principal Balance of
  the Mortgage Pool outstanding immediately before and immediately after such
  Distribution Date;

         (ix) the number, aggregate unpaid principal balance, weighted average
  remaining term to maturity and weighted average Mortgage Rate of the Trust
  Mortgage Loans (but not the REO Trust Mortgage Loans) as of the close of
  business on the related Determination Date (or, in the case of an Outside
  Serviced Trust Mortgage Loan, as of the end of the related Underlying
  Collection Period);

         (x) the number, aggregate unpaid principal balance (as of the close of
  business on the related Determination Date (or, in the case of an Outside
  Serviced Trust Mortgage Loan, as of the end of the related Underlying
  Collection Period) and aggregate Stated Principal Balance (immediately after
  such Distribution Date) of Trust Mortgage Loans (A) delinquent 30 to 59 days,
  (B) delinquent 60 to 89 days, (C) delinquent 90 or more days, (D) as to which
  foreclosure proceedings have been commenced, and (E) as to which, to the
  knowledge of the Master Servicer or the Special Servicer, as applicable,
  bankruptcy proceedings have commenced in respect of the related Mortgagor;


                                     -234-


         (xi) as to each Trust Mortgage Loan referred to in the preceding clause
  (x) above, (A) the loan number thereof, (B) the Stated Principal Balance
  thereof immediately following such Distribution Date and (C) whether the
  delinquency is in respect of its Balloon Payment;

         (xii) with respect to any Trust Mortgage Loan as to which a Liquidation
  Event occurred during the related Collection Period (or, in the case of a
  Final Recovery Determination with respect to an Outside Serviced Trust
  Mortgage Loan, during the related Underlying Collection Period) (other than a
  payment in full), (A) the loan number thereof, (B) the nature of the
  Liquidation Event and, in the case of a Final Recovery Determination, a brief
  description of the basis for such Final Recovery Determination, (C) the
  aggregate of all Liquidation Proceeds and other amounts received in connection
  with such Liquidation Event (separately identifying the portion thereof
  allocable to distributions on the Certificates), and (D) the aggregate amount
  of any Realized Loss and Additional Trust Fund Expenses in connection with
  such Liquidation Event;

         (xiii) with respect to any REO Property that was included (or an
  interest in which was included) in the Trust Fund as of the close of business
  on the related Determination Date (or, in the case of any Meriden Mall REO
  Property, as of the end of the related Meriden Mall Underlying Collection
  Period, or, in the case of any Grace Building REO Property, as of the end of
  the related Grace Building Underlying Collection Period), the loan number of
  the related Trust Mortgage Loan, the book value of such REO Property and the
  amount of REO Revenues and other amounts, if any, Received by the Trust with
  respect to such REO Property during the related Collection Period (separately
  identifying the portion thereof allocable to distributions on the
  Certificates) and, if available, the Appraised Value of such REO Property as
  expressed in the most recent appraisal thereof and the date of such appraisal;

         (xiv) with respect to any Trust Mortgage Loan as to which the related
  Mortgaged Property became an REO Property during the related Collection Period
  (or, in the case of an REO Acquisition with respect to the Meriden Mall
  Mortgaged Property, during the related Meriden Mall Underlying Collection
  Period, or, in the case of an REO Acquisition with respect to the Grace
  Building Mortgaged Property, during the related Grace Building Underlying
  Collection Period), the loan number of such Trust Mortgage Loan and the Stated
  Principal Balance of such Trust Mortgage Loan as of the related Acquisition
  Date;

         (xv) with respect to any REO Property as to which a Final Recovery
  Determination was made during the related Collection Period (or, in the case
  of a Final Recovery Determination with respect to any Meriden Mall REO
  Property, during the related Meriden Mall Underlying Collection Period, or, in
  the case of a Final Recovery Determination with respect to any Grace Building
  REO Property, during the related Grace Building Underlying Collection Period),
  (A) the loan number of the related Trust Mortgage Loan, (B) a brief
  description of the basis for the Final Recovery Determination, (C) the
  aggregate of all Liquidation Proceeds and other amounts Received by the Trust
  with respect to such REO Property during the related Collection Period
  (separately identifying the portion thereof allocable to distributions on the
  Certificates), (D) the aggregate amount of any Realized Loss and Additional
  Trust Fund Expenses in respect of the related REO Trust Mortgage Loan in
  connection with such Final


                                     -235-


  Recovery Determination and (E), if available, the Appraised Value of such REO
  Property as expressed in the most recent appraisal thereof and the date of
  such appraisal;

         (xvi) the Distributable Certificate Interest and Accrued Certificate
  Interest in respect of each Class of Regular Interest Certificates for such
  Distribution Date or the related Interest Accrual Period, as applicable;

         (xvii) any unpaid Distributable Certificate Interest in respect of each
  Class of Regular Interest Certificates after giving effect to the
  distributions made on such Distribution Date, and if the full amount of the
  Adjusted Principal Distribution Amount was not distributed on such
  Distribution Date, the portion of the shortfall affecting each Class of
  Principal Balance Certificates;

         (xviii) the Pass-Through Rate for each Class of Regular Interest
  Certificates for such Distribution Date;

         (xix) the Principal Distribution Amount and the Adjusted Principal
  Distribution Amount, respectively, for such Distribution Date, separately
  identifying the respective components thereof (and, in the case of any
  Principal Prepayment or other unscheduled collection of principal Received by
  the Trust during the related Collection Period, the loan number for the
  related Trust Mortgage Loan and the amount of such prepayment or other
  collection of principal);

         (xx) the aggregate of (A) all Realized Losses incurred during the
  related Collection Period and, as of the related Determination Date, from the
  Closing Date and (B) all Additional Trust Fund Expenses (with a description
  thereof) incurred during the related Collection Period and, as of the related
  Determination Date, from the Closing Date;

         (xxi) the aggregate of all Realized Losses and Additional Trust Fund
  Expenses that remain unallocated immediately following such Distribution Date;

         (xxii) the Class Principal Balance of each Class of Principal Balance
  Certificates and the Class Notional Amount of each Class of Interest-Only
  Certificates, outstanding immediately before and immediately after such
  Distribution Date, separately identifying any reduction therein pursuant to
  Section 4.04 on such Distribution Date;

         (xxiii) the Certificate Factor for each Class of Regular Interest
  Certificates immediately following such Distribution Date;

         (xxiv) the aggregate amount of any interest on Advances in respect of
  the Mortgage Pool paid to the Master Servicer, the Trustee, the Fiscal Agent
  or any other party hereto during the related Collection Period in accordance
  with Section 3.11(g) and/or Section 4.03(d) (and the aggregate amount of
  interest on servicing advances and/or monthly debt service advances in respect
  of the Meriden Mall Trust Mortgage Loan or any related REO Property paid to
  the Meriden Mall Master Servicer and/or the Meriden Mall Special Servicer
  during the related Meriden Mall Underlying Collection Period in accordance
  with the Meriden Mall Servicing Agreement, and the aggregate amount of
  interest on servicing advances in respect of the Grace Building Trust Mortgage
  Loan or any related REO Property paid to the Grace Building Master


                                     -236-


  Servicer and/or the Grace Building Special Servicer during the related Grace
  Building Underlying Collection Period in accordance with the Grace Building
  Servicing Agreement);

         (xxv) (A) the loan number for each Required Appraisal Loan (and, if
  applicable, each Outside Serviced Trust Mortgage Loan) and any related
  Appraisal Reduction Amount (including an itemized calculation thereof) as of
  the related Determination Date (or, in the case of an Outside Serviced Trust
  Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto,
  if applicable, as of the end of the related Underlying Collection Period) and
  (B) the aggregate Appraisal Reduction Amount for all Required Appraisal Loans
  (and, if applicable, Outside Serviced Trust Mortgage Loans) as of the related
  Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan
  or any successor REO Trust Mortgage Loan with respect thereto, if applicable,
  as of the end of the related Underlying Collection Period);

         (xxvi) on a cumulative basis from the Cut-off Date, the number,
  aggregate Stated Principal Balance immediately after such Distribution Date
  (in the case of subclauses (A), (B) and (E)), aggregate Cut-off Date Balance
  (in the case of subclauses (C) and (D)), weighted average extension period
  (except in the case of subclause (B) and which shall be zero in the case of
  subclause (C)), and weighted average anticipated extension period (in the case
  of subclause (B)) of Trust Mortgage Loans (A) as to which the maturity dates
  have been extended, (B) as to which the maturity dates are in the process of
  being extended, (C) that have paid off and were never extended, (D) as to
  which the maturity dates had previously been extended and have paid off and
  (E) as to which the maturity dates had been previously extended and are in the
  process of being further extended;

         (xxvii) the original and then current credit support levels for each
  Class of Regular Interest Certificates;

         (xxviii) the original and then current ratings, if any, for each Class
  of Regular Interest Certificates;

         (xxix) the aggregate amount of Prepayment Consideration Received by the
  Trust (A) during the related Collection Period and (B) during the period from
  and including the Closing Date to and including the related Determination
  Date;

         (xxx) (A) the aggregate amount of servicing compensation in respect of
  the Mortgage Pool (separately identifying the amount of each category of
  compensation) paid to the Master Servicer, the Special Servicer and, if
  payable directly out of the Trust Fund without a reduction in the servicing
  compensation otherwise payable to the Master Servicer or the Special Servicer,
  to each Sub-Servicer, during the related Collection Period, (B) the aggregate
  amount of servicing compensation in respect of each Outside Serviced Trust
  Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto
  (separately identifying the amount of each category of compensation) paid to
  the related Outside Servicers during the related Underlying Collection Period
  and (C) such other information as the Trustee is required by the Code or other
  applicable law to furnish to enable Certificateholders to prepare their tax
  returns; and


                                     -237-


         (xxxi) the amounts, if any, actually distributed with respect to each
  Class of Residual Interest Certificates on such Distribution Date.

     In the case of information to be furnished pursuant to clauses (i) through
(iv) above, the amounts shall be expressed as a dollar amount in the aggregate
for all Certificates of each applicable Class and per Single Certificate. In the
case of information provided to the Trustee as a basis for information to be
furnished pursuant to clauses (viii) through (xv), (xix), (xx), (xxiv), (xxv),
(xxvi), (xxix) and (xxx) above, insofar as the underlying information is solely
within the control of the Special Servicer or the Master Servicer, the Trustee
may, absent manifest error, conclusively rely on the reports to be provided by
the Special Servicer or the Master Servicer.

     The Trustee shall forward electronically a copy of each Distribution Date
Statement to the Depository. The Trustee shall make available each month, to
Certificateholders, Certificate Owners, the Underwriters, the Rating Agencies,
the Controlling Class Representative, any party hereto, any Person identified by
any Certificateholder or Certificate Owner as a prospective transferee or any
designee of the Depositor, via the Trustee's internet website, on a restricted
basis, with the use of a password provided by the Trustee to such Person upon
request and, in the case of a Certificateholder, a Certificate Owner or a
prospective transferee of a Certificate or any interest therein, upon receipt by
the Trustee from such Person of a certification substantially in the form of
Exhibit L-1 or Exhibit L-2, as applicable, all Certificateholder Reports and any
additional files containing substantially similar information in an alternative
format and, with the consent or at the direction of the Depositor, such other
information regarding the Certificates and/or the Mortgage Pool as the Trustee
may have in its possession. Notwithstanding the foregoing, any reports required
to be included in the Certificateholder Reports with respect to an Outside
Serviced Trust Mortgage Loan or any related REO Property shall be forwarded or
otherwise made available by the Trustee in accordance with this paragraph only
to the extent that such information is actually received by the Trustee. The
Trustee will make no representations or warranties as to the accuracy or
completeness of such documents and will assume no responsibility therefor.

     The Trustee's internet website shall initially be located at
"www.etrustee.net" or at such other address as shall be specified by the Trustee
from time to time in the Distribution Date Statement and in one or more written
notices delivered to the parties hereto, the Controlling Class Representative
(if any), the Certificateholders and the Rating Agencies. In connection with
providing access to the Trustee's internet website, the Trustee may require the
acceptance of a disclaimer. The Trustee shall not be liable for the
dissemination of information in accordance with this Agreement.

     The Master Servicer may, but is not required to, make available each month,
to Certificateholders, Certificate Owners (that have been confirmed as such by
the Trustee), the Controlling Class Representative, the Underwriters, the Rating
Agencies or any party hereto, the Certificateholder Reports, on its internet
website. The Master Servicer will make no representations or warranties as to
the accuracy or completeness of any report not prepared by it and will assume no
responsibility for any information for which it is not the original source.

     The Master Servicer's internet website shall initially be located at
"www.wachovia.com" or at such other address as shall be specified by the Master
Servicer from time to time in one or more written notices delivered to the other
parties hereto, the Controlling Class Representative (if any), the
Certificateholders and the Rating Agencies. In connection with providing access
to the Master


                                     -238-


Servicer's internet website, the Master Servicer may require registration,
issuance and use of a password and username, execution of an access agreement
and acceptance of a disclaimer. The Master Servicer shall not be liable for the
dissemination of information to Certificateholders and Certificate Owners in
accordance with this Agreement. Access to the Master Servicer's internet website
shall be coordinated with the Trustee and shall be with the use of a password
provided by the Master Servicer, which, in the case of a Certificateholder or a
Certificate Owner, shall only be provided upon receipt by the Master Servicer
from such Person of a certification substantially in the form of Exhibit L-1.
Notwithstanding the foregoing, upon the Depositor's notifying the Master
Servicer that the Non-Registered Certificates have been sold by the Underwriters
to unaffiliated third parties, the Master Servicer may make the Servicer Reports
available on its internet website without a password, provided that, for so long
as reports are required to be filed with the Commission in respect of the Trust
pursuant to Section 15(d) of the Exchange Act, the subject reports shall have
been previously filed with the Commission (which shall be confirmed by the
Master Servicer by request made to the Trustee).

     If the Master Servicer or the Special Servicer, as the case may be,
delivers a Supplemental Report to the Trustee, in accordance with the second
paragraph of Section 3.12(c), then the Trustee shall include the Supplemental
Report in or as an attachment to the Distribution Date Statement for the
following Distribution Date and, to the extent required by Section 8.15(a),
shall file such Supplemental Report, together with such Distribution Date
Statement, on the related Current Report on Form 8-K and/or the related Annual
Report on Form 10-K, as applicable, in accordance with Section 8.15(a). In
addition, during any fiscal year of the Trust until the Trustee provides written
notice that it has filed a Form 15 with respect to the Trust as to that fiscal
year in accordance with Section 8.15(c), in the event the Master Servicer or the
Special Servicer (with respect to the Special Servicer, solely with respect to
Specially Serviced Mortgage Loans or REO Mortgage Loans that relate to
Administered REO Properties and any material impairment to such Mortgage Loan)
delivers a Supplemental Report, in accordance with the third paragraph of
Section 3.12(c), regarding the occurrence of any event specified under Section
8.15(b), the Trustee shall file such information on a Current Report on Form 8-K
in accordance with Section 8.15(a).

     During any period that reports are required to be filed with the Commission
with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each
recipient of a Certificateholder Report, a CMSA NOI Adjustment Worksheet or a
CMSA Operating Statement Analysis Report shall be deemed to have agreed to keep
confidential the information therein until such statement or report is filed
with the Commission, and each Certificateholder Report, CMSA NOI Adjustment
Worksheet and CMSA Operating Statement Analysis Report shall bear a legend to
the effect that: "Until this statement/report is filed with the Commission with
respect to the Trust pursuant to Section 15(d) of the Securities Exchange Act of
1934, as amended, the recipient hereof shall be deemed to keep the information
contained herein confidential and such information will not, without the prior
consent of the Master Servicer or the Trustee, be disclosed by such recipient or
by its officers, directors, partners, employees, agents or representatives in
any manner whatsoever, in whole or in part."

     Absent manifest error of which it has actual knowledge, none of the Master
Servicer, the Special Servicer or the Trustee shall be responsible for the
accuracy or completeness of any information supplied to it by a Mortgagor, a
Mortgage Loan Seller or third party that is included in any reports, statements,
materials or information prepared or provided by the Master Servicer, the
Special Servicer or the Trustee, as applicable, pursuant to this Agreement. None
of the Trustee, the Master Servicer or the


                                     -239-


Special Servicer shall have any obligation to verify the accuracy or
completeness of any information provided by a Mortgagor, a Mortgage Loan Seller,
a third party or each other.

     Within a reasonable period of time after the end of each calendar year,
upon request, the Trustee shall send to each Person who at any time during the
calendar year was a Certificateholder of record, a report summarizing on an
annual basis (if appropriate) the items relating to distributions of interest
(including Prepayment Premiums, Yield Maintenance Charges and Additional
Interest) and principal to such Certificateholder during such calendar year (or
the applicable portion of such calendar year during which such Person was a
Certificateholder) set forth in the Distribution Date Statements and such other
information as may be required to enable such Certificateholder to prepare its
federal income tax returns. Such information shall include the amount of
original issue discount accrued on each Class of Certificates and information
regarding the expenses of the Trust Fund. Such requirement shall be deemed to be
satisfied to the extent such information is provided pursuant to applicable
requirements of the Code from time to time in force.

     Upon receipt of notice from the Depositor that the Underwriters have sold
the Non-Registered Certificates to unaffiliated third parties, the Trustee shall
make available electronically or, if so requested, forward by hard copy, on each
Distribution Date, to (i) Trepp, LLC (at 477 Madison Avenue, 18th Floor, New
York, New York 10022 or such other address as Trepp, LLC may designate), (ii)
Intex Solutions, Inc. (at 110 A Street, Needham, Massachusetts 02494, or such
other address as Intex Solutions, Inc. may hereafter designate), (iii) Charter
Research Corporation (at Two Oliver Street, 10th Floor, Boston, Massachusetts
02109-4904, or such other address as Charter Research Corporation may hereafter
designate), and (iv) any other similar third party information provider
designated by the Depositor, a copy of the reports made available to the Holders
of the Certificates on such Distribution Date as described above.

     Upon written request of the Depositor or any Underwriter, without payment
of any fee, and upon written request of any Certificateholder or any other
Person, together with payment of a reasonable fee specified by the Trustee, the
Trustee shall provide any statements, reports and/or information contemplated by
this Section 4.02(a) electronically to such party (such electronic distribution
and such statements, reports, and/or information thereon to bear such
appropriate disclaimers and qualifications as the Depositor and the Trustee
shall determine in their reasonable discretion).

     If any Certificate Owner does not receive through the Depository or any of
its Depository Participants any of the statements, reports and/or other written
information described above in this Section 4.02(a) that it would otherwise be
entitled to receive if it were the Holder of a Definitive Certificate evidencing
its ownership interest in the related Class of Book-Entry Certificates, then the
Trustee shall forward such statements, reports and/or other written information
to such Certificate Owner as provided above, upon the request of such
Certificate Owner made in writing to the Corporate Trust Office (accompanied by
current verification of such Certificate Owner's ownership interest). Such
portion of such information as may be agreed upon by the Depositor and the
Trustee shall be furnished to any such Person via overnight courier delivery or
telecopy from the Trustee; provided that the cost of such overnight courier
delivery or telecopy shall be an expense of the party requesting such
information.

     The Trustee shall only be obligated to deliver the statements, reports and
information contemplated by this Section 4.02(a) to the extent it receives, in
the format required by this Agreement,


                                     -240-


the necessary underlying information from the Master Servicer or the Special
Servicer, as applicable, and shall not be liable for any failure to deliver any
thereof on the prescribed due dates, to the extent caused by failure to receive
timely such underlying information. Nothing herein shall obligate the Trustee,
the Master Servicer or the Special Servicer to violate any applicable law
prohibiting disclosure of information with respect to any Mortgagor and the
failure of the Trustee, Master Servicer or the Special Servicer to disseminate
information for such reason shall not be a breach hereof.

     The information to be furnished by the Trustee to the Certificateholders
pursuant to this Section 4.02 shall not limit the Trustee in furnishing any such
information to other Persons to whom it determines such disclosure to be
appropriate and shall not limit the Trustee in furnishing to Certificateholders
or to any Person any other information with respect to the Trust Mortgage Loans,
the Mortgaged Properties or the Trust Fund as may be provided to it by the
Depositor, the Master Servicer or the Special Servicer or gathered by it in any
investigation or other manner from time to time (such information, other than as
described in this Section 4.02, is referred to herein as "Additional
Information") as it may reasonably deem necessary or appropriate from time to
time, provided that (A) the Trustee shall give the Depositor three (3) Business
Days' advance notice before doing so, (B) any such Additional Information shall
only be furnished with the consent or at the request of the Depositor (except
pursuant to clause (E) below), (C) the Trustee shall be entitled to indicate the
source of all information furnished by it, and the Trustee may affix thereto any
disclaimer it deems appropriate in its reasonable discretion, (D) the Trustee
shall notify Certificateholders of the availability of any such information in
any manner as it, in its sole discretion, may determine, and (E) this provision
shall not prevent the Trustee, whether with or without the consent of the
Depositor, from furnishing information with respect to the Trust Fund and its
administration thereof to any Person, if it reasonably determines that the
furnishing of such information is required by applicable law. The Trustee shall
forward to the Depositor any requests for Additional Information which, for
their fulfillment, require the consent of the Depositor. Nothing herein shall be
construed to impose upon the Trustee any obligation or duty to furnish or
distribute any Additional Information to any Person in any instance.

     (b) Not later than 1:00 p.m. (New York City time) on the second Business
Day prior to each Distribution Date, the Master Servicer shall furnish to the
Trustee and, upon request, to the Depositor, the Underwriters and the Special
Servicer, by electronic transmission (or in such other form to which the Trustee
or the Depositor, as the case may be, and the Master Servicer may agree), an
accurate and complete CMSA Loan Periodic Update File providing the required
information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of
the related Determination Date (or, in the case of an Outside Serviced Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as
of the end of the related Underlying Collection Period).

     In the performance of its obligations set forth in Section 4.06 and its
other duties hereunder, the Trustee may conclusively rely on the CMSA Loan
Periodic Update File provided to it by the Master Servicer, and the Trustee
shall not be responsible to recompute, recalculate or verify the information
provided to it by the Master Servicer. In the case of information to be
furnished by the Master Servicer to the Trustee pursuant to this Section
4.02(b), insofar as such information is solely within the control of the Special
Servicer, the Master Servicer (if other than the Special Servicer or an
Affiliate thereof) shall have no obligation to provide such information until it
has received such information from the Special Servicer, shall not be in default
hereunder due to a delay in providing the CMSA Loan Periodic Update File caused
by the Special Servicer's failure to timely provide any report required under
this Agreement and may, absent actual knowledge of an error therein,
conclusively rely


                                     -241-


on the reports to be provided by the Special Servicer. The Master Servicer may
conclusively rely on any information provided by the respective Mortgage Loan
Sellers or any Mortgagor with respect to the CMSA Loan Periodic Update File,
CMSA Loan Setup File, CMSA Property File and CMSA Financial File.

     SECTION   4.03. P&I Advances With Respect to the Mortgage Pool.

     (a) On or before 2:00 p.m., New York City time, on each Trust Master
Servicer Remittance Date, the Master Servicer shall, subject to Section 4.03(c)
below, satisfy its obligations to make any required P&I Advances with respect to
the related Distribution Date in respect of the Mortgage Pool, first, by
transferring to the Trustee for deposit in the Collection Account amounts then
held in the Pool Custodial Account for future distribution to Certificateholders
in subsequent months in discharge of such obligations, and second, by remitting
its own funds to the Trustee for deposit in the Collection Account in an amount
equal to the remaining portion of such required P&I Advances. Any amounts held
in the Pool Custodial Account for future distribution and so used to make P&I
Advances shall be appropriately reflected in the Master Servicer's records and
replaced by the Master Servicer by deposit in the Pool Custodial Account on or
before the next succeeding applicable Determination Date (to the extent not
previously replaced through the deposit of Late Collections of the delinquent
principal and interest in respect of which such P&I Advances were made). If, as
of 4:00 p.m., New York City time, on any Trust Master Servicer Remittance Date,
the Master Servicer shall not have made any P&I Advance required to be made on
such date pursuant to this Section 4.03(a) (and shall not have delivered to the
Trustee the requisite Officer's Certificate and any required supporting
documentation related to a determination of nonrecoverability of a P&I Advance),
then the Trustee shall provide notice of such failure to a Servicing Officer of
the Master Servicer by facsimile transmission sent to telecopy no. (704)
715-0036 (or such alternative number provided by the Master Servicer to the
Trustee in writing) and by telephone at telephone no. (704) 593-7682 or (704)
593-7867 (or such alternative number provided by the Master Servicer to the
Trustee in writing) as soon as possible, but in any event before 5:00 p.m., New
York City time, on such Trust Master Servicer Remittance Date. If after such
notice by facsimile, the Trustee does not receive the full amount of such P&I
Advances by 10:00 a.m., New York City time, on the related Distribution Date,
then the Trustee (or the Fiscal Agent on its behalf) shall make the portion of
such P&I Advances that was required to be, but was not, made by the Master
Servicer on such Trust Master Servicer Remittance Date. If the Trustee fails to
make any such P&I Advance on the related Distribution Date, but the Fiscal Agent
makes such P&I Advance on such date, then the Trustee shall be deemed not to be
in default hereunder.

     No party hereto shall be required to make a P&I Advance with respect to any
Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect thereto.

     (b) The aggregate amount of P&I Advances to be made by the Master Servicer,
the Trustee or the Fiscal Agent, as the case may be, pursuant to this Section
4.03 in respect of any Distribution Date shall, subject to Section 4.03(c)
below, equal the aggregate of all Monthly Payments (other than Balloon Payments)
and any Assumed Monthly Payments, in each case net of related Master Servicing
Fees and any related Workout Fees (and, in the case of each Outside Serviced
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto, net of any related similar fees payable to third parties under and
allocable to the subject Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto pursuant to the related Outside Servicing Agreement)
due or deemed due, as the case may be, in respect of the Trust Mortgage Loans
(including Balloon Trust


                                     -242-


Mortgage Loans delinquent as to their respective Balloon Payments) and any REO
Trust Mortgage Loans in the Mortgage Pool on their respective Due Dates during
the calendar month in which the subject Distribution Date occurs, in each case
to the extent such amount was not Received by the Trust (including as net income
from any related REO Property or, in the case of the Meriden Mall Trust Mortgage
Loan or any successor REO Trust Mortgage Loan, a monthly debt service advance by
the Meriden Mall Master Servicer) as of the end of the related Collection
Period; provided that--

         (i) if, in the case of the Meriden Mall Trust Mortgage Loan or any
  successor REO Trust Mortgage Loan with respect thereto, it is determined by a
  Meriden Mall Servicer and reported to the applicable parties hereunder that an
  Appraisal Reduction Amount exists with respect to the Meriden Mall Loan Pair,
  then each P&I Advance, if any, required to be made pursuant to this Section
  4.03 in respect of the Meriden Mall Trust Mortgage Loan or any successor REO
  Trust Mortgage Loan with respect thereto, as the case may be, during the
  period that such Appraisal Reduction Amount continues to exist, shall be
  reduced to the same extent as monthly debt service advances in respect of the
  Meriden Mall Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
  respect thereto are reduced as a result of such Appraisal Reduction Amount
  under the Meriden Mall Servicing Agreement;

         (ii) if, in the case of the Grace Building Trust Mortgage Loan or any
  successor REO Trust Mortgage Loan with respect thereto, it is determined by a
  Grace Building Servicer and reported to the applicable parties hereunder that
  an Appraisal Reduction Amount exists with respect to the Grace Building Loan
  Group, and a portion of such Appraisal Reduction Amount is allocable to the
  Grace Building Trust Mortgage Loan or any successor REO Trust Mortgage Loan
  with respect thereto, then the interest portion of each P&I Advance, if any,
  required to be made pursuant to this Section 4.03 in respect of the Grace
  Building Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
  respect thereto, as the case may be, during the period that such Appraisal
  Reduction Amount continues to exist, shall be reduced to equal the product of
  (A) the amount of the interest portion of the subject P&I Advance that would
  otherwise be required to be made under this Section 4.03 in respect of the
  Grace Building Trust Mortgage Loan or any successor REO Trust Mortgage Loan
  with respect thereto, as the case may be, without regard to this proviso,
  multiplied by (B) a fraction, the numerator of which is equal to the Stated
  Principal Balance of the Grace Building Trust Mortgage Loan or any successor
  REO Trust Mortgage Loan with respect thereto, as the case may be, reduced (to
  not less than zero) by the portion of any Appraisal Reduction Amount in
  respect of the Grace Building Loan Group that is allocable to the Grace
  Building Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
  respect thereto, as the case may be, and the denominator of which is equal to
  the then Stated Principal Balance of the Grace Building Trust Mortgage Loan or
  any successor REO Trust Mortgage Loan with respect thereto, as the case may
  be; and

         (iii) if it is determined that an Appraisal Reduction Amount exists
  with respect to any Serviced Loan Combination and, further, that a portion of
  such Appraisal Reduction Amount is allocable to the Trust Mortgage Loan or REO
  Trust Mortgage Loan, as applicable, that is part of such Serviced Loan
  Combination, then the interest portion of each P&I Advance, if any, required
  to be made pursuant to this Section 4.03 with respect to such Trust Mortgage
  Loan or REO Trust Mortgage Loan, as the case may be, during the period that
  such Appraisal Reduction Amount continues to exist, shall be reduced to equal
  the product of (A) the


                                      -243-


  amount of the interest portion of the subject P&I Advance that would
  otherwise be required to be made under this Section 4.03 in respect of such
  Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be, without
  regard to this proviso, multiplied by (B) a fraction, the numerator of which
  is equal to the then Stated Principal Balance of such Trust Mortgage Loan or
  REO Trust Mortgage Loan, as the case may be, reduced (to not less than zero)
  by the portion of such Appraisal Reduction Amount with respect to such
  Serviced Loan Combination that is allocable to such Trust Mortgage Loan or REO
  Trust Mortgage Loan, as the case may be, and the denominator of which is equal
  to the then Stated Principal Balance of such Trust Mortgage Loan or REO Trust
  Mortgage Loan, as the case may be; and

         (iv) if it is determined that an Appraisal Reduction Amount exists with
  respect to any Trust Mortgage Loan or REO Trust Mortgage Loan that is not part
  of a Loan Combination, then the interest portion of each P&I Advance, if any,
  required to be made pursuant to this Section 4.03 with respect to such Trust
  Mortgage Loan or REO Trust Mortgage Loan, as the case may be, during the
  period that such Appraisal Reduction Amount continues to exist, shall be
  reduced to equal the product of (A) the amount of the interest portion of the
  subject P&I Advance that would otherwise be required to be made under this
  Section 4.03 in respect of such Trust Mortgage Loan or REO Trust Mortgage
  Loan, as the case may be, without regard to this proviso, multiplied by (B) a
  fraction, the numerator of which is equal to the then Stated Principal Balance
  of such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be,
  reduced (to not less than zero) by such Appraisal Reduction Amount, and the
  denominator of which is equal to the then Stated Principal Balance of such
  Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be;

and provided, further, that the existence of an Appraisal Reduction Amount with
respect to, or that is allocable to, any Trust Mortgage Loan or REO Trust
Mortgage Loan shall not affect the principal portion of any required P&I Advance
with respect thereto.

     For purposes of determining the amount of P&I Advances to be made with
respect to any Distribution Date, if an Appraisal Reduction Amount exists with
respect to any Serviced Loan Combination, then such Appraisal Reduction Amount
shall be allocated: first, to the related Serviced Non-Trust Mortgage Loan(s)
(or any successor REO Mortgage Loan(s) with respect thereto), up to an aggregate
amount equal to the then unpaid principal balance of the related Serviced
Non-Trust Mortgage Loan(s) (or, in the case of the 757 Third Avenue Loan Pair,
first, to the 757 Third Avenue Note B2 Non-Trust Mortgage Loan and, second, to
the 757 Third Avenue Note B1 Non-Trust Mortgage Loan) (or any successor REO
Mortgage Loan(s) with respect to such Serviced Non-Trust Mortgage Loan(s)),
together with all accrued and unpaid interest thereon (exclusive of any portion
of such interest that constitutes Default Interest) to but not including the
most recent prior Due Date; and, then, to the related Serviced Combination Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto).

     If the Master Servicer, the Trustee or the Fiscal Agent makes a P&I Advance
with respect to the Meriden Mall Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto, then it shall promptly so notify the Meriden
Mall Master Servicer of each such P&I Advance so made thereby and shall seek
reimbursement for such P&I Advance (together with interest thereon) out of
amounts otherwise payable with respect to the Meriden Mall Loan Pair, to the
maximum extent permitted by, and out of amounts specified for such purpose
under, the Meriden Mall Co-Lender Agreement and/or the Meriden Mall Servicing
Agreement.


                                     -244-


     If the Master Servicer, the Trustee or the Fiscal Agent makes a P&I Advance
with respect to the Grace Building Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto, then it shall promptly so notify the
Grace Building Master Servicer of each such P&I Advance so made thereby and
shall seek reimbursement for such P&I Advance (together with interest thereon)
out of amounts otherwise payable with respect to the Grace Building Loan Group,
to the maximum extent permitted by, and out of amounts specified for such
purpose under, the Grace Building Co-Lender Agreement and/or the Grace Building
Servicing Agreement.

     (c) Notwithstanding anything herein to the contrary, no P&I Advance shall
be required to be made under this Section 4.03 if such P&I Advance would, if
made, constitute a Nonrecoverable P&I Advance. The Trustee and the Fiscal Agent
shall be entitled to rely, conclusively, on any determination by the Master
Servicer that a P&I Advance, if made pursuant to this Section 4.03, would be a
Nonrecoverable P&I Advance; provided, however, that if the Master Servicer has
failed to make a P&I Advance pursuant to this Section 4.03 for reasons other
than a determination by the Master Servicer that such P&I Advance would be a
Nonrecoverable P&I Advance or for the reasons contemplated by the following
paragraphs of this Section 4.03(c), the Trustee or the Fiscal Agent shall make
such Advance within the time periods required by Section 4.03(a) unless the
Trustee or such Fiscal Agent, in its good faith, reasonable discretion, makes a
determination prior to the times specified in Section 4.03(a) that such P&I
Advance would be a Nonrecoverable P&I Advance. Upon determining that any P&I
Advance previously made or proposed to be made pursuant to this Section 4.03
with respect to any Specially Serviced Trust Mortgage Loan or REO Trust Mortgage
Loan is or would, if made, constitute a Nonrecoverable P&I Advance, the Special
Servicer shall report its determination to the Master Servicer, the Trustee and
the Fiscal Agent. The Master Servicer, the Trustee and the Fiscal Agent shall be
entitled to conclusively rely on any determination by the Special Servicer that
a P&I Advance made or proposed to be made pursuant to this Section 4.03 with
respect to any Specially Serviced Trust Mortgage Loan or REO Trust Mortgage Loan
would be a Nonrecoverable P&I Advance. Any determination by the Master Servicer
or the Special Servicer that the Master Servicer has made a Nonrecoverable P&I
Advance pursuant to this Section 4.03, or that any proposed P&I Advance, if made
pursuant to this Section 4.03, would constitute a Nonrecoverable P&I Advance,
shall be evidenced by an Officer's Certificate delivered to the Trustee, the
Fiscal Agent and the Depositor (and, if such determination is made by the
Special Servicer or the Master Servicer, to the other such servicer) on or
before the related Trust Master Servicer Remittance Date, setting forth the
basis for such determination, together with any other information that supports
such determination, including an appraisal (which appraisal shall have been
conducted by an Independent Appraiser within the 12-month period preceding such
determination in accordance with the standards of the Appraisal Institute taking
into account the factors specified in Section 3.18) or, alternatively, in the
case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto, shall either have been conducted by an
Independent Appraiser as provided above or received from a related Outside
Servicer), related Mortgagor operating statements and financial statements,
budgets and rent rolls of the related Mortgaged Properties (to the extent
available and/or in the Master Servicer's or the Special Servicer's possession),
engineers' reports, environmental surveys and any similar reports that the
Master Servicer may have obtained consistent with the Servicing Standard and at
the expense of the Trust Fund, that support such determination by the Master
Servicer or the Special Servicer, as applicable. If, in connection with the
foregoing, it is necessary for the Master Servicer to obtain an appraisal, the
Master Servicer shall so notify the Special Servicer and consult with the
Special Servicer regarding such appraisal.


                                     -245-


     In addition, if in connection with a determination by the Master Servicer
as to whether a P&I Advance made or to be made with respect to the Meriden Mall
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto constitutes or would, if made, constitute a Nonrecoverable P&I Advance:
(i) the Master Servicer reasonably believes, in accordance with the Servicing
Standard, that a P&I Advance with respect to the Meriden Mall Trust Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto constitutes
or may, if made, constitute a Nonrecoverable P&I Advance, and (ii) either (A)
the Master Servicer has made a request for an appraisal with respect to the
Meriden Mall Mortgaged Property from the applicable Meriden Mall Servicer and
has not obtained, (x) within 15 Business Days of such request, a response from
the applicable Meriden Mall Servicer indicating that an appraisal with respect
to the Meriden Mall Mortgaged Property would be performed within 60 days of the
date of such response or has been performed within the prior 12-month period (or
such shorter period as the Master Servicer reasonably believes, in accordance
with the Servicing Standard, is necessary) preceding the date of such request,
and (y) within 60 days of the date of such response, a copy of an appraisal
report with respect to the Meriden Mall Mortgaged Property, relating to an
appraisal that has been performed within the 12-month period (or such shorter
period as the Master Servicer reasonably believes, in accordance with the
Servicing Standard, is necessary) preceding the date of such request by the
Master Servicer, that complies with the requirements for such an appraisal under
the terms of the Meriden Mall Servicing Agreement or this Agreement, or (B) the
Master Servicer has made a request for an appraisal with respect to the Meriden
Mall Mortgaged Property from the applicable Meriden Mall Servicer and has been
advised by the applicable Meriden Mall Servicer that such an appraisal with
respect to the Meriden Mall Mortgaged Property will not be performed within the
time periods specified in clause (ii)(A) above, then the Master Servicer may
have an appraisal performed with respect to the Meriden Mall Mortgaged Property
by an Independent Appraiser or other expert in real estate matters, which
appraisal shall take into account the factors specified in Section 3.18, and the
cost of which appraisal may be withdrawn from general collections on deposit in
the Pool Custodial Account. If, in connection with the foregoing, it is
necessary for the Master Servicer to obtain an appraisal, the Master Servicer
shall so notify the Special Servicer and consult with the Special Servicer
regarding such appraisal.

     In addition, if in connection with a determination by the Master Servicer
as to whether a P&I Advance made or to be made with respect to the Grace
Building Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto constitutes or would, if made, constitute a Nonrecoverable P&I
Advance: (i) the Master Servicer reasonably believes, in accordance with the
Servicing Standard, that a P&I Advance with respect to the Grace Building Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto
constitutes or may, if made, constitute a Nonrecoverable P&I Advance, and (ii)
either (A) the Master Servicer has made a request for an appraisal with respect
to the Grace Building Mortgaged Property from a Grace Building Servicer and has
not obtained, (x) within 15 Business Days of such request, a response from the
applicable Grace Building Servicer indicating that an appraisal with respect to
the Grace Building Mortgaged Property would be performed within 60 days of the
date of such response or has been performed within the prior 12-month period (or
such shorter period as the Master Servicer reasonably believes, in accordance
with the Servicing Standard, is necessary) preceding the date of such request,
and (y) within 60 days of the date of such response, a copy of an appraisal
report with respect to the Grace Building Mortgaged Property, relating to an
appraisal that has been performed within the 12-month period (or such shorter
period as the Master Servicer reasonably believes, in accordance with the
Servicing Standard, is necessary) preceding the date of such request by the
Master Servicer, that complies with the requirements for such an appraisal under
the terms of the Grace Building Servicing Agreement or this


                                     -246-


Agreement, or (B) the Master Servicer has made a request for an appraisal with
respect to the Grace Building Mortgaged Property from a Grace Building Servicer
and has been advised by the applicable Grace Building Servicer that such an
appraisal with respect to the Grace Building Mortgaged Property will not be
performed within the time periods specified in clause (ii)(A) above, then the
Master Servicer may have an appraisal performed with respect to the Grace
Building Mortgaged Property by an Independent Appraiser or other expert in real
estate matters, which appraisal shall take into account the factors specified in
Section 3.18, and the cost of which appraisal may be withdrawn from general
collections on deposit in the Pool Custodial Account. If, in connection with the
foregoing, it is necessary for the Master Servicer to obtain an appraisal, the
Master Servicer shall so notify the Special Servicer and consult with the
Special Servicer regarding such appraisal.

     If any of the Pari Passu Non-Trust Mortgage Loans is securitized as part of
a rated commercial mortgage securitization similar to the commercial mortgage
securitization contemplated by this Agreement, and if the Master Servicer
receives written notice that the primary party responsible for making
delinquency advances similar to P&I Advances hereunder with respect to such
other commercial mortgage securitization has determined, in accordance with the
requirements of the related securitization agreement, that any such delinquency
advance made or to be made with respect to such securitized Pari Passu Non-Trust
Mortgage Loan (or any successor REO Mortgage Loan or comparable deemed mortgage
loan with respect thereto) would not ultimately be recoverable out of
collections on such Pari Passu Non-Trust Mortgage Loan (or such REO Mortgage
Loan or comparable deemed mortgage loan), then the Master Servicer shall deliver
written notice to such effect to the Trustee, the Fiscal Agent and the
Depositor.

     In addition, if the Master Servicer has actual knowledge that any of the
Pari Passu Non-Trust Mortgage Loans is securitized as part of a rated commercial
mortgage securitization similar to the commercial mortgage securitization
contemplated by this Agreement, and if the Master Servicer determines that any
P&I Advance made or to be made with respect to the related Trust Mortgage Loan
(or any successor REO Trust Mortgage Loan with respect thereto) is or, if made,
would be a Nonrecoverable P&I Advance, then the Master Servicer shall,
consistent with the related Co-Lender Agreement (if applicable), notify, in
writing, its counterpart under each such other commercial mortgage
securitization within one (1) Business Day of such determination, which written
notice shall be accompanied by the supporting evidence for such determination.
It will, consistent with the related Co-Lender Agreement (if applicable), also
notify, in writing, its counterpart under each such other commercial mortgage
securitization (within one (1) Business Day of such determination) if it
subsequently determines that P&I Advances made or to be made with respect to the
related Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto) are no longer Nonrecoverable P&I Advances. Following a
determination of nonrecoverability by the Master Servicer in accordance with
this paragraph or by another party responsible for making delinquency advances
similar to P&I Advances with respect to a securitized Pari Passu Non-Trust
Mortgage Loan (or any successor REO Mortgage Loan or comparable deemed mortgage
loan with respect thereto) in accordance with the preceding paragraph, prior to
the Master Servicer resuming P&I Advances with respect to the related Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto),
the Master Servicer shall consult with its counterparts under the
securitizations of any such Pari Passu Non-Trust Mortgage Loans regarding
whether circumstances with respect to the subject mortgage loans have changed
such that a proposed future P&I Advance would not be a Nonrecoverable P&I
Advance.


                                     -247-


     (d) The Master Servicer, the Trustee and the Fiscal Agent shall each be
entitled to receive interest at the Reimbursement Rate in effect from time to
time, compounded annually, accrued on the amount of each P&I Advance made
thereby under this Section 4.03 (with its own funds) for so long as such P&I
Advance is outstanding; provided that if the grace period for the delinquent
Monthly Payment as to which a P&I Advance was made under this Section 4.03 has
not elapsed as of the time such P&I Advance was made, then the total interest so
accrued on such P&I Advance prior to the expiration of such grace period, shall
not exceed the amount of Default Charges, if any, Received by the Trust in
connection with the late payment of such delinquent Monthly Payment; and
provided, further, that, in no event shall interest so accrue on any P&I Advance
as to which the corresponding Late Collection (or, in the case of the Meriden
Mall Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto, a corresponding monthly debt service advance under the Meriden Mall
Servicing Agreement) was received by the Master Servicer or a Sub-Servicer on
its behalf as of the related Trust Master Servicer Remittance Date. Interest so
accrued on any P&I Advance made under this Section 4.03 shall be payable: (i)
first, in accordance with Sections 3.05(a) and 3.26, out of any Default Charges
on deposit in the Pool Custodial Account that were collected on or in respect of
the particular Trust Mortgage Loan or REO Trust Mortgage Loan as to which the
P&I Advance relates (provided that such Default Charges will only be applied to
pay interest accrued on such P&I Advance through the date that such Default
Charges were received); and (ii) then, if and to the extent that such Default
Charges are insufficient to cover such interest, but not before the related
Advance is being reimbursed or has been reimbursed pursuant to this Agreement,
out of general collections on the Mortgage Pool on deposit in the Pool Custodial
Account; provided that, in the case of P&I Advances with respect to the Meriden
Mall Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
thereto, the Master Servicer shall, no less often than monthly, notify the
Meriden Mall Master Servicer of the interest accruing on such P&I Advances in
accordance with this Section 4.03(d) and, to the maximum extent permitted by the
Meriden Mall Co-Lender Agreement, prior to paying such interest on such P&I
Advances out of general collections in respect of the Mortgage Pool on deposit
in the Pool Custodial Account, shall seek payment for such interest on such P&I
Advances from the Meriden Mall Master Servicer out of amounts otherwise payable
with respect to the Meriden Mall Loan Pair, to the maximum extent permitted by,
and out of amounts specified for such purpose under, the Meriden Mall Co-Lender
Agreement; and provided, further, that in the case of P&I Advances with respect
to the Grace Building Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto, the Master Servicer shall, no less often than
monthly, notify the Grace Building Master Servicer of the interest accruing on
such P&I Advances in accordance with this Section 4.03(d) and, to the maximum
extent permitted by the Grace Building Co-Lender Agreement, prior to paying such
interest on such P&I Advances out of general collections in respect of the
Mortgage Pool on deposit in the Pool Custodial Account, shall seek payment for
such interest on such P&I Advances from the Grace Building Master Servicer out
of amounts otherwise payable with respect to the Grace Building Loan Group, to
the maximum extent permitted by, and out of amounts specified for such purpose
under, the Grace Building Co-Lender Agreement; and provided, further, that, if
such P&I Advance was made with respect to a Serviced Combination Trust Mortgage
Loan or any REO Trust Mortgage Loan with respect thereto, then such interest on
such P&I Advance shall first be payable out of amounts on deposit in the related
Serviced Loan Combination Custodial Account in accordance with Section 3.05A.
The Master Servicer shall, in accordance with Section 3.05(a) and/or Section
3.05A, reimburse itself, the Trustee or the Fiscal Agent, as applicable, for any
outstanding P&I Advance made thereby under this Section 4.03 as soon as
practicable after funds available for such purpose are deposited in the
applicable Custodial Account. Notwithstanding the foregoing, upon a
determination that a previously made P&I Advance is a Nonrecoverable P&I
Advance, instead of obtaining reimbursement out of general collections on the


                                     -248-


Mortgage Pool immediately, any of the Master Servicer, the Trustee or the Fiscal
Agent, as applicable, may, in its sole discretion, elect to obtain reimbursement
for such Nonrecoverable P&I Advance over a period of time (not to exceed 12
months or such longer period of time as is approved in writing by the
Controlling Class Representative) and the unreimbursed portion of such P&I
Advance will accrue interest at the Reimbursement Rate in effect from time to
time. At any time after such a determination to obtain reimbursement over time
in accordance with the preceding sentence, the Master Servicer, the Trustee or
the Fiscal Agent, as applicable, may, in its sole discretion, decide to obtain
reimbursement immediately. The fact that a decision to recover such
Nonrecoverable P&I Advance over time, or not to do so, benefits some Classes of
Certificateholders to the detriment of other Classes shall not constitute a
violation of the Servicing Standard by the Master Servicer or a breach of any
fiduciary duty owed to the Certificateholders by the Trustee or the Fiscal
Agent, or a breach of any other contractual obligation owed to the
Certificateholders by any party to this Agreement.

     SECTION 4.04. Allocations of Realized Losses and Additional Trust Fund
                   Expenses

     (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01 or 9.01, as
applicable, the Trustee shall determine the amount, if any, by which (i) the
then aggregate of the Class Principal Balances of all the Classes of Principal
Balance Certificates, exceeds (ii) the aggregate Stated Principal Balance of the
Mortgage Pool that will be outstanding immediately following such Distribution
Date. If such excess does exist, then the Class Principal Balances of the Class
T, Class S, Class Q, Class P, Class N, Class M, Class L, Class K, Class J, Class
H, Class G, Class F, Class E, Class D, Class C, Class B and Class A-J
Certificates shall be reduced sequentially, in that order, in each case, until
such excess or the related Class Principal Balance is reduced to zero (whichever
occurs first). If, after the foregoing reductions, the amount described in
clause (i) of the second preceding sentence still exceeds the amount described
in clause (ii) of such sentence, then the respective Class Principal Balances of
all the outstanding Classes of the Senior Class A Certificates shall be reduced
on a pro rata basis in accordance with the relative sizes of such Class
Principal Balances, until any such remaining excess is reduced to zero. Any and
all such reductions in the Class Principal Balances of the respective Classes of
the Principal Balance Certificates pursuant to this Section 4.04(a) shall be
deemed to constitute allocations of Realized Losses and Additional Trust Fund
Expenses.

     (b) If the Class Principal Balance of any Class of Principal Balance
Certificates is reduced on any Distribution Date pursuant to Section 4.04(a),
then the Uncertificated Principal Balance of such Class' Corresponding REMIC II
Regular Interest (or, if applicable, the aggregate Uncertificated Principal
Balance of such Class' Corresponding REMIC II Regular Interests) shall be deemed
to have first been reduced on such Distribution Date by the exact same amount.
If a Class of Principal Balance Certificates has two or more Corresponding REMIC
II Regular Interests, then the respective Uncertificated Principal Balances of
such Corresponding REMIC II Regular Interests shall be reduced as contemplated
by the preceding sentence in the same sequential order that principal
distributions are deemed made on such Corresponding REMIC II Regular Interests
pursuant to Section 4.01(j), such that no reduction shall be made in the
Uncertificated Principal Balance of any such Corresponding REMIC II Regular
Interest pursuant to this Section 4.04(b) until the Uncertificated Principal
Balance of each other such Corresponding REMIC II Regular Interest, if any, with
an alphanumeric designation that ends in a lower number, has been reduced to
zero. Any and all such reductions in the Uncertificated Principal


                                     -249-


Balances of the respective REMIC II Regular Interests shall be deemed to
constitute allocations of Realized Losses and Additional Trust Fund Expenses.

     (c) On each Distribution Date, following the deemed distributions to be
made in respect of the REMIC I Regular Interests pursuant to Section 4.01(k),
the Uncertificated Principal Balance of each REMIC I Regular Interest (after
taking account of such deemed distributions) shall be reduced, if and to the
extent necessary, to equal the Stated Principal Balance of the related Trust
Mortgage Loan or REO Trust Mortgage Loan (or, in the case of each of REMIC I
Regular Interest MM-1, REMIC I Regular Interest MM-2, REMIC I Regular Interest
MM-3, REMIC I Regular Interest 757-1 and REMIC I Regular Interest 757-2, the
Stated Principal Balance of the applicable Loan Component of the related Trust
Mortgage Loan or REO Trust Mortgage Loan), as the case may be, that will be
outstanding immediately following such Distribution Date. Any and all such
reductions in the Uncertificated Principal Balances of the respective REMIC I
Regular Interests shall be deemed to constitute allocations of Realized Losses
and Additional Trust Fund Expenses.

     SECTION   4.05. Various Reinstatement Amounts.

     (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01 or 9.01, as
applicable, the Trustee shall determine the amount, if any, by which (i) the
aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date, exceeds (ii) the then aggregate of
the Class Principal Balances of all the Classes of Principal Balance
Certificates. If such an excess does exist, then the Trustee shall allocate the
Total Principal Reinstatement Amount, if any, for the subject Distribution Date
as follows until it is allocated in full: first, to all of the Classes of Senior
Class A Certificates, up to, and on a pro rata basis in accordance with, the
respective Loss Reimbursement Amounts, if any, for such Classes of Senior Class
A Certificates with respect to such Distribution Date (minus any amounts
reimbursed in respect of such respective Loss Reimbursement Amounts on the
subject Distribution Date pursuant to Section 4.01(a)); second, to the Class A-J
Certificates, up to any Loss Reimbursement Amount for the Class A-J Certificates
with respect to such Distribution Date (minus any amount reimbursed in respect
of such Loss Reimbursement Amount on the subject Distribution Date pursuant to
Section 4.01(b)); and then to the remaining Classes of Principal Balance
Certificates, sequentially in alphabetical order based on the respective Class
designations thereof, in each case up to any Loss Reimbursement Amount for such
Class of Principal Balance Certificates with respect to such Distribution Date
(minus any amount reimbursed in respect of such Loss Reimbursement Amount on the
subject Distribution Date pursuant to Section 4.01(b)). Any portion of the Total
Principal Reinstatement Amount for any Distribution Date that is allocated to a
particular Class of Principal Balance Certificates shall be: (i) referred to
herein as the "Class Principal Reinstatement Amount" in respect of such Class of
Principal Balance Certificates for such Distribution Date; and (ii) added to the
Class Principal Balance of such Class of Principal Balance Certificates on such
Distribution Date. Notwithstanding anything to the contrary contained herein,
the parties hereby acknowledge that the reinstatement of all or any portion of
the Class Principal Balance of any Class of Principal Balance Certificates on
any Distribution Date shall be a result of the collection of Recovered Amounts
Received by the Trust during the related Collection Period and the addition of
such Recovered Amounts to the Principal Distribution Amount for purposes of
calculating the Adjusted Principal Distribution Amount for such Distribution
Date.

     (b) In connection with the reinstatement of all or any portion of the Class
Principal Balance of any one or more Classes of Principal Balance Certificates
on any Distribution Date, pursuant


                                     -250-


to Section 4.05(a), the Trustee shall calculate the amount of lost Distributable
Certificate Interest that would have accrued on the respective Classes of
Regular Interest Certificates through and including the end of the Interest
Accrual Period for such Distribution Date if no reduction to the Class Principal
Balance of any Class of Principal Balance Certificates, pursuant to Section
4.04(a), and no corresponding reduction to the Uncertificated Principal Balance
of any REMIC II Regular Interest(s), pursuant to Section 4.04(b), had resulted
on a prior Distribution Date from the reimbursement out of general collections
of principal on the Mortgage Pool of the particular Advances (with interest
thereon) that relate to the Recovered Amounts associated with such reinstatement
of outstanding principal on the subject Distribution Date. Once determined, such
lost Distributable Certificate Interest in respect of any particular Class of
Regular Interest Certificates shall be reinstated and become due and payable on
future Distribution Dates as part of the unpaid Distributable Certificate
Interest for such Class of Regular Interest Certificates from prior Distribution
Dates. All such reinstated Distributable Certificate Interest in respect of any
particular Class of Regular Interest Certificates shall be treated the same as
any other unpaid Distributable Certificate Interest in respect of such Class of
Regular Interest Certificates.

     (c) If the Class Principal Balance of any Class of Principal Balance
Certificates is increased on any Distribution Date pursuant to Section 4.05(a),
then the Uncertificated Principal Balance of such Class' Corresponding REMIC II
Regular Interest (or, if applicable, the aggregate Uncertificated Principal
Balance of such Class' Corresponding REMIC II Regular Interests) shall be deemed
to have first been increased on such Distribution Date by the exact same amount.
In circumstances where there are multiple Corresponding REMIC II Regular
Interests with respect to a Class of Principal Balance Certificates, the
increases in the respective Uncertificated Principal Balances of such
Corresponding REMIC II Regular Interests as contemplated by the prior sentence
shall be made in the reverse order that reductions are made to such
Uncertificated Principal Balances pursuant to Section 4.04(b), in each case up
to the amount of the Loss Reimbursement Amount with respect to the subject REMIC
II Regular Interest for such Distribution Date (minus any amount reimbursed in
respect of such Loss Reimbursement Amount on the subject Distribution Date
pursuant to Section 4.01(j)).

     (d) If any lost Distributable Certificate Interest is reinstated with
respect to any Class of Regular Interest Certificates on any Distribution Date
pursuant to Section 4.05(b), then a corresponding amount of Uncertificated
Distributable Interest shall be reinstated with respect to such Class'
Corresponding REMIC II Regular Interest(s) (or, in the case of a Class of
Interest-Only Certificates, insofar as such lost Distributable Certificate
Interest corresponds to a particular REMIC III Component of such Class, a
corresponding amount of Uncertificated Distributable Interest shall be
reinstated with respect to such REMIC III Component's Corresponding REMIC II
Regular Interest). In circumstances where there are multiple Corresponding REMIC
II Regular Interests with respect to a Class of Principal Balance Certificates,
the reinstatement of such lost Uncertificated Distributable Interest with
respect to such Corresponding REMIC II Regular Interests as contemplated by the
prior sentence shall be effected taking into account the respective portions of
such lost Uncertificated Distributable Interest attributable to such
Corresponding REMIC II Regular Interests. Once reinstated, such lost
Uncertificated Distributable Interest in respect of any particular REMIC II
Regular Interest shall become due and payable on future Distribution Dates as
part of the unpaid Uncertificated Distributable Interest for such REMIC II
Regular Interest from prior Distribution Dates. All such reinstated
Uncertificated Distributable Interest in respect of any particular REMIC II
Regular Interest shall be treated the same as any other unpaid Uncertificated
Distributable Interest in respect of such REMIC II Regular Interest.


                                     -251-


     SECTION   4.06. Calculations.

     The Trustee shall, provided it receives the necessary information from the
Master Servicer and the Special Servicer, be responsible for performing all
calculations necessary in connection with the actual and deemed distributions
and allocations to be made pursuant to Section 4.01 and Article IX, the
allocations of Realized Losses and Additional Trust Fund Expenses to be made
pursuant to Section 4.04 and the reinstatements of principal balance and
interest to be made pursuant to Section 4.05. The Trustee shall calculate the
Available Distribution Amount and the Subordinate Available Distribution Amount
for each Distribution Date and shall allocate such respective amounts among
Certificateholders in accordance with this Agreement, and the Trustee shall have
no obligation to recompute, recalculate or verify any information provided to it
by the Special Servicer or Master Servicer. The calculations by the Trustee of
such amounts shall, in the absence of manifest error, be presumptively deemed to
be correct for all purposes hereunder.

     SECTION   4.07. Use of Agents.

     The Master Servicer, the Special Servicer or the Trustee may at its own
expense utilize agents or attorneys-in-fact in performing any of its obligations
under this Article IV (except the obligation to make P&I Advances), but no such
utilization shall relieve the Master Servicer, the Special Servicer or the
Trustee, as applicable, from any of such obligations, and the Master Servicer,
the Special Servicer or the Trustee, as applicable, shall remain responsible for
all acts and omissions of any such agent or attorney-in-fact.


                                     -252-


                                    ARTICLE V

                                THE CERTIFICATES


     SECTION 5.01. The Certificates.

     (a) The Certificates will be substantially in the respective forms attached
hereto as Exhibits A-1, A-2, A-3, A-4, A-5 and A-6; provided that any of the
Certificates may be issued with appropriate insertions, omissions, substitutions
and variations, and may have imprinted or otherwise reproduced thereon such
legend or legends, not inconsistent with the provisions of this Agreement, as
may be required to comply with any law or with rules or regulations pursuant
thereto, or with the rules of any securities market in which the Certificates
are admitted to trading, or to conform to general usage. The Certificates will
be issuable in registered form only; provided, however, that in accordance with
Section 5.03, beneficial ownership interests in the Regular Interest
Certificates shall initially be held and transferred through the book-entry
facilities of the Depository. The Regular Interest Certificates will be issuable
only in denominations corresponding to initial Certificate Principal Balances or
initial Certificate Notional Amounts, as the case may be, as of the Closing Date
of $10,000 in the case of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-J, Class B, Class C, Class D, Class E and Class F
Certificates, $250,000 in the case of the Interest-Only Certificates, and
$250,000 in the case of the remaining Regular Interest Certificates, and in each
such case in integral multiples of $1 in excess thereof. The Class R-I, Class
R-II, Class R-III and Class V Certificates will be issuable in denominations
representing Percentage Interests in the related Class of not less than 10%.

     (b) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by the Certificate Registrar hereunder by an authorized
signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers or signatories of the
Certificate Registrar shall be entitled to all benefits under this Agreement,
subject to the following sentence, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, however, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by the Authenticating Agent by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.

     SECTION 5.02. Registration of Transfer and Exchange of Certificates.

     (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms hereof) as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The offices of the Trustee responsible for its duties as initial
Certificate Register shall be located, as of the Closing Date, at 135 South
LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention: Global
Securitization Trust Services Group - LB-UBS Commercial Mortgage Trust 2004-C8.
The Certificate


                                     -253-



Registrar may appoint, by a written instrument delivered to the Depositor, the
Master Servicer, the Special Servicer and (if the Trustee is not the Certificate
Registrar) the Trustee, any other bank or trust company to act as Certificate
Registrar under such conditions as the predecessor Certificate Registrar may
prescribe, provided that the predecessor Certificate Registrar shall not be
relieved of any of its duties or responsibilities hereunder by reason of such
appointment. If the Trustee resigns or is removed in accordance with the terms
hereof, the successor trustee shall immediately succeed to its duties as
Certificate Registrar. The Depositor, the Trustee (if it is no longer the
Certificate Registrar), the Master Servicer and the Special Servicer shall have
the right to inspect the Certificate Register or to obtain a copy thereof at all
reasonable times, and to rely conclusively upon a certificate of the Certificate
Registrar as to the information set forth in the Certificate Register.

     If three or more Holders make written request to the Trustee, and such
request states that such Holders desire to communicate with other Holders with
respect to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such Holders propose to
transmit, then the Trustee shall, within 30 days after the receipt of such
request, afford (or cause any other Certificate Registrar to afford) the
requesting Holders access during normal business hours to the most recent list
of Certificateholders held by the Certificate Registrar.

     (b) No Transfer of any Non-Registered Certificate or interest therein shall
be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

     If a Transfer of any Definitive Non-Registered Certificate is to be made
without registration under the Securities Act (other than in connection with the
initial issuance of the Non-Registered Certificates or a Transfer of such
Certificate by the Depositor, Lehman Brothers or any of their respective
Affiliates or, in the case of a Global Certificate for any Class of Book-Entry
Non-Registered Certificates, a Transfer thereof to a successor Depository or to
the applicable Certificate Owner(s) in accordance with Section 5.03), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached hereto as Exhibit F-1 and a certificate from such Certificateholder's
prospective Transferee substantially in the form attached hereto either as
Exhibit F-2A or as Exhibit F-2B; or (ii) an Opinion of Counsel satisfactory to
the Trustee to the effect that the prospective Transferee is an Institutional
Accredited Investor or a Qualified Institutional Buyer and such Transfer may be
made without registration under the Securities Act (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Master
Servicer, the Special Servicer, the Tax Administrator, the Trustee, the Fiscal
Agent or the Certificate Registrar in their respective capacities as such),
together with the written certification(s) as to the facts surrounding such
Transfer from the Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

     If a Transfer of any interest in the Rule 144A Global Certificate for any
Class of Book-Entry Non-Registered Certificates is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Book-Entry Non-Registered Certificates or a Transfer of any
interest therein by the Depositor, Lehman Brothers or any of their respective
Affiliates), then the Certificate Owner desiring to effect such Transfer shall
be required to obtain either (i) a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached hereto as Exhibit
F-

                                     -254-


2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee
is a Qualified Institutional Buyer and such Transfer may be made without
registration under the Securities Act. Except as provided in the following two
paragraphs, no interest in the Rule 144A Global Certificate for any Class of
Book-Entry Non-Registered Certificates shall be transferred to any Person who
takes delivery other than in the form of an interest in such Rule 144A Global
Certificate. If any Transferee of an interest in the Rule 144A Global
Certificate for any Class of Book-Entry Non-Registered Certificates does not, in
connection with the subject Transfer, deliver to the Transferor the Opinion of
Counsel or the certification described in the second preceding sentence, then
such Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit F-2C hereto are, with respect to the subject
Transfer, true and correct. Further, as long as the Class T Certificates are
Book-Entry Certificates, any Certificate Owner desiring to effect a transfer of
a Class T Certificate or any interest therein may not sell or otherwise transfer
that Certificate or any interest therein unless it has provided the Depositor
with prior written notice of such transfer (together with a copy of the
certificate required pursuant to clause (i) above, executed by the proposed
transferee).

     Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred (without delivery of any certificate or Opinion of Counsel described
in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the
Depositor or any Affiliate of the Depositor to any Person who takes delivery in
the form of a beneficial interest in the Regulation S Global Certificate for
such Class of Certificates upon delivery to the Certificate Registrar of (x) a
certificate to the effect that the Certificate Owner desiring to effect such
Transfer is the Depositor or an Affiliate of the Depositor and (y) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Trustee, as transfer agent
for the Depository, to approve the debit of the account of a Depository
Participant by a denomination of interests in such Rule 144A Global Certificate,
and approve the credit of the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the subject Class of Book-Entry
Non-Registered Certificates to be transferred. Upon delivery to the Certificate
Registrar of such certification and orders and instructions, the Trustee,
subject to and in accordance with the applicable procedures of the Depository,
shall reduce the denomination of the Rule 144A Global Certificate in respect of
the subject Class of Book-Entry Non-Registered Certificates, and increase the
denomination of the Regulation S Global Certificate for such Class of
Certificates, by the denomination of the beneficial interest in such Class of
Certificates specified in such orders and instructions.

     Also notwithstanding the foregoing, any interest in a Rule 144A Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (i) such certifications and/or opinions as are contemplated by
the second paragraph of this Section 5.02(b) and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository
to direct the Trustee to debit the account of a Depository Participant by the
denomination of the transferred interests in such Rule 144A Global Certificate.
Upon delivery to the Certificate Registrar of the certifications and/or opinions
contemplated by the second paragraph of this Section 5.02(b), the Trustee,
subject to and in accordance with the applicable procedures of the Depository,
shall reduce the denomination of the subject Rule 144A Global Certificate by the
denomination of the transferred interests in such Rule

                                     -255-


144A Global Certificate, and shall cause a Definitive Certificate of the same
Class as such Rule 144A Global Certificate, and in a denomination equal to the
reduction in the denomination of such Rule 144A Global Certificate, to be
executed, authenticated and delivered in accordance with this Agreement to the
applicable Transferee.

     Except as provided in the next paragraph, no beneficial interest in the
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Regulation S Release Date, the Certificate Owner desiring to
effect any such Transfer shall be required to obtain from such Certificate
Owner's prospective Transferee a written certification substantially in the form
set forth in Exhibit F-2D hereto certifying that such Transferee is not a United
States Securities Person. On or prior to the Regulation S Release Date,
beneficial interests in the Regulation S Global Certificate for each Class of
Book-Entry Non-Registered Certificates may be held only through Euroclear or
Clearstream. The Regulation S Global Certificate for each Class of Book-Entry
Non-Registered Certificates shall be deposited with the Trustee as custodian for
the Depository and registered in the name of Cede & Co. as nominee of the
Depository.

     Notwithstanding the preceding paragraph, after the Regulation S Release
Date, any interest in the Regulation S Global Certificate for a Class of
Book-Entry Non-Registered Certificates may be transferred by the Depositor or
any Affiliate of the Depositor to any Person who takes delivery in the form of a
beneficial interest in the Rule 144A Global Certificate for such Class of
Certificates upon delivery to the Certificate Registrar of (x) a certificate to
the effect that the Certificate Owner desiring to effect such Transfer is the
Depositor or an Affiliate of the Depositor and (y) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Regulation S
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, that is equal to
the denomination of beneficial interests in the subject Class of Book-Entry
Non-Registered Certificates to be transferred. Upon delivery to the Certificate
Registrar of such certification and orders and instructions, the Trustee,
subject to and in accordance with the applicable procedures of the Depository,
shall reduce the denomination of the Regulation S Global Certificate in respect
of the subject Class of Book-Entry Non-Registered Certificates, and increase the
denomination of the Rule 144A Global Certificate for such Class of Certificates,
by the denomination of the beneficial interest in such Class of Certificates
specified in such orders and instructions.

     None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the Transfer of any
Non-Registered Certificate or interest therein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of any Non-Registered Certificate or interest therein shall, and does
hereby agree to, indemnify the Depositor, the Underwriters, the Trustee, the
Fiscal Agent, the Master Servicer, the Special Servicer, the Tax Administrator
and the Certificate Registrar against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

                                     -256-


     (c) No Transfer of a Certificate or any interest therein shall be made (i)
to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (ii) to any Person who is
directly or indirectly purchasing such Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan, if the
purchase and holding of such Certificate or interest therein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Non-Registered Certificates or any Transfer of a Non-Registered Certificate or
any interest therein by the Depositor, Lehman Brothers or any of their
respective Affiliates or, in the case of a Global Certificate for any Class of
Book-Entry Non-Registered Certificates, any Transfer thereof to a successor
Depository or to the applicable Certificate Owner(s) in accordance with Section
5.03, the Certificate Registrar shall refuse to register the Transfer of a
Definitive Non-Registered Certificate unless it has received from the
prospective Transferee, and any Certificate Owner transferring an interest in a
Global Certificate for any Class of Book-Entry Non-Registered Certificates shall
be required to obtain from its prospective Transferee, one of the following: (i)
a certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing such Certificate or interest therein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or
(ii) alternatively, except in the case of a Residual Interest Certificate or a
Class V Certificate, a certification to the effect that the purchase and holding
of such Certificate or interest therein by such prospective Transferee is exempt
from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of
ERISA and the excise taxes imposed on such prohibited transactions by Sections
4975(a) and (b) of the Code, by reason of Sections I and III of Prohibited
Transaction Class Exemption 95-60; or (iii) alternatively, but only in the case
of a Non-Registered Certificate that is an Investment Grade Certificate (other
than, if applicable, a Residual Interest Certificate or a Class V Certificate)
that is being acquired by or on behalf of a Plan in reliance on the Prohibited
Transaction Exemption, a certification to the effect that such Plan (X) is an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of
ERISA) by the Trustee, the Depositor, any Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer, any Person responsible for
servicing an Outside Serviced Trust Mortgage Loan or any related REO Property,
any Exemption-Favored Party or any Mortgagor with respect to Trust Mortgage
Loans constituting more than 5% of the aggregate unamortized principal balance
of all the Trust Mortgage Loans determined as of the Closing Date, or by any
Affiliate of such Person, and (Z) agrees that it will obtain from each of its
Transferees that are Plans a written representation that such Transferee, if a
Plan, satisfied the requirements of the immediately preceding clauses (iii)(X)
and (iii)(Y), together with a written agreement that such Transferee will obtain
from each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(iii)(X) and (iii)(Y); or (iv) alternatively, a certification of facts and an
Opinion of Counsel which otherwise establish to the reasonable satisfaction of
the Trustee or such Certificate Owner, as the case may be, that such Transfer
will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or result in the imposition of an excise tax under Section 4975 of the
Code. It is hereby acknowledged that the forms of certification attached hereto
as Exhibit G-1 (in the case of Definitive Non-Registered Certificates) and
Exhibit G-2 (in the case of ownership interests in Book-Entry Non-Registered
Certificates) are acceptable for purposes of the preceding sentence. If any
Transferee of a Certificate (including a Registered Certificate) or any interest
therein does not, in connection with the subject Transfer, deliver to the
Certificate Registrar (in the case of a Definitive Certificate) or the

                                     -257-


Transferor (in the case of ownership interests in a Book-Entry Certificate) any
certification and/or Opinion of Counsel contemplated by the second preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that either: (i) such Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of
such Certificate or interest therein by such Transferee is exempt from the
prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA
and the excise taxes imposed on such prohibited transactions by Sections 4975(a)
and (b) of the Code.

     (d) (i) Each Person who has or who acquires any Ownership Interest in a
  Residual Interest Certificate shall be deemed by the acceptance or acquisition
  of such Ownership Interest to have agreed to be bound by the following
  provisions and to have irrevocably authorized the Trustee under clause (ii)(A)
  below to deliver payments to a Person other than such Person and to have
  irrevocably authorized the Trustee under clause (ii)(B) below to negotiate the
  terms of any mandatory disposition and to execute all instruments of Transfer
  and to do all other things necessary in connection with any such disposition.
  The rights of each Person acquiring any Ownership Interest in a Residual
  Interest Certificate are expressly subject to the following provisions:

       (A) Each Person holding or acquiring any Ownership Interest in a Residual
           Interest Certificate shall be a Permitted Transferee and shall
           promptly notify the Tax Administrator and the Trustee of any change
           or impending change in its status as a Permitted Transferee.

       (B) In connection with any proposed Transfer of any Ownership Interest in
           a Residual Interest Certificate, the Certificate Registrar shall
           require delivery to it, and shall not register the Transfer of any
           Residual Interest Certificate until its receipt, of an affidavit and
           agreement substantially in the form attached hereto as Exhibit H-1 (a
           "Transfer Affidavit and Agreement"), from the proposed Transferee,
           representing and warranting, among other things, that such Transferee
           is a Permitted Transferee, that it is not acquiring its Ownership
           Interest in the Residual Interest Certificate that is the subject of
           the proposed Transfer as a nominee, trustee or agent for any Person
           that is not a Permitted Transferee, that for so long as it retains
           its Ownership Interest in a Residual Interest Certificate it will
           endeavor to remain a Permitted Transferee, and that it has reviewed
           the provisions of this Section 5.02(d) and agrees to be bound by
           them.

       (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by
           a proposed Transferee under clause (B) above, if a Responsible
           Officer of either the Trustee or the Certificate Registrar has actual
           knowledge that the proposed Transferee is not a Permitted Transferee,
           no Transfer of an Ownership Interest in a Residual Interest
           Certificate to such proposed Transferee shall be effected.

       (D) Each Person holding or acquiring any Ownership Interest in a Residual
           Interest Certificate shall agree (1) to require a Transfer Affidavit
           and

                                     -258-


           Agreement from any prospective Transferee to whom such Person
           attempts to Transfer its Ownership Interest in such Residual Interest
           Certificate and (2) not to Transfer its Ownership Interest in such
           Residual Interest Certificate unless it provides to the Certificate
           Registrar a certificate substantially in the form attached hereto as
           Exhibit H-2 stating that, among other things, it has no actual
           knowledge that such prospective Transferee is not a Permitted
           Transferee.

       (E) Each Person holding or acquiring an Ownership Interest in a Residual
           Interest Certificate, by purchasing such Ownership Interest, agrees
           to give the Tax Administrator and the Trustee written notice that it
           is a "pass-through interest holder" within the meaning of temporary
           Treasury regulations section 1.67-3T(a)(2)(i)(A) immediately upon
           acquiring an Ownership Interest in a Residual Interest Certificate,
           if it is, or is holding an Ownership Interest in a Residual Interest
           Certificate on behalf of, a "pass-through interest holder".

       (ii) (A) If any purported Transferee shall become a Holder of a Residual
Interest Certificate in violation of the provisions of this Section 5.02(d),
then the last preceding Holder of such Residual Interest Certificate that was in
compliance with the provisions of this Section 5.02(d) shall be restored, to the
extent permitted by law, to all rights as Holder thereof retroactive to the date
of registration of such Transfer of such Residual Interest Certificate. None of
the Depositor, the Trustee or the Certificate Registrar shall be under any
liability to any Person for any registration of Transfer of a Residual Interest
Certificate that is in fact not permitted by this Section 5.02(d) or for making
any payments due on such Certificate to the Holder thereof or for taking any
other action with respect to such Holder under the provisions of this Agreement.

       (B) If any purported Transferee shall become a Holder of a Residual
           Interest Certificate in violation of the restrictions in this Section
           5.02(d), then, to the extent that retroactive restoration of the
           rights of the preceding Holder of such Residual Interest Certificate
           as described in clause (ii)(A) above shall be invalid, illegal or
           unenforceable, the Trustee shall have the right but not the
           obligation, to cause the Transfer of such Residual Interest
           Certificate to a Permitted Transferee selected by the Trustee on such
           terms as the Trustee may choose, and the Trustee shall not be liable
           to any Person having an Ownership Interest in such Residual Interest
           Certificate as a result of the Trustee's exercise of such discretion.
           Such purported Transferee shall promptly endorse and deliver such
           Residual Interest Certificate in accordance with the instructions of
           the Trustee. Such Permitted Transferee may be the Trustee itself or
           any Affiliate of the Trustee.

       (iii) The Tax Administrator shall make available to the IRS and to those
Persons specified by the REMIC Provisions all information furnished to it by the
other parties hereto necessary to compute any tax imposed (A) as a result of the
Transfer of an Ownership Interest in a Residual Interest Certificate to any
Person who is a Disqualified Organization, including the information described
in Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect
to the "excess inclusions" of such Residual Interest Certificate and (B) as a

                                     -259-


result of any regulated investment company, real estate investment trust, common
trust fund, partnership, trust, estate or organization described in Section 1381
of the Code that holds an Ownership Interest in a Residual Interest Certificate
having as among its record holders at any time any Person which is a
Disqualified Organization, and each of the other parties hereto shall furnish to
the Tax Administrator all information in its possession necessary for the Tax
Administrator to discharge such obligation. The Person holding such Ownership
Interest shall be responsible for the reasonable compensation of the Tax
Administrator for providing information thereto pursuant to this subsection
(d)(iii) and Section 10.01(h)(i).

       (iv) The provisions of this Section 5.02(d) set forth prior to this
clause (iv) may be modified, added to or eliminated, provided that there shall
have been delivered to the Trustee and the Tax Administrator the following:

       (A) written confirmation from each Rating Agency to the effect that the
           modification of, addition to or elimination of such provisions will
           not cause an Adverse Rating Event with respect to any Class of
           Certificates; and

       (B) an Opinion of Counsel, in form and substance satisfactory to the
           Trustee and the Tax Administrator, obtained at the expense of the
           party seeking such modification of, addition to or elimination of
           such provisions (but in no event at the expense of the Trustee, the
           Tax Administrator or the Trust), to the effect that doing so will not
           (1) cause any REMIC Pool to cease to qualify as a REMIC or be subject
           to an entity-level tax caused by the Transfer of any Residual
           Interest Certificate to a Person which is not a Permitted Transferee
           or (2) cause a Person other than the prospective Transferee to be
           subject to a REMIC-related tax caused by the Transfer of a Residual
           Interest Certificate to a Person that is not a Permitted Transferee.

       (e) If a Person is acquiring any Non-Registered Certificate or interest
therein as a fiduciary or agent for one or more accounts, such Person shall be
required to deliver to the Certificate Registrar (or, in the case of an interest
in a Book-Entry Non-Registered Certificate, to the Certificate Owner that is
transferring such interest) a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee (or such Certificate
Owner) to confirm that, it has (i) sole investment discretion with respect to
each such account and (ii) full power to make the applicable foregoing
acknowledgments, representations, warranties, certifications and agreements with
respect to each such account as set forth in subsections (b), (c) and/or (d), as
appropriate, of this Section 5.02.

       (f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Certificate Registrar
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class evidencing a like aggregate Percentage Interest
in such Class.

       (g) At the option of any Holder, its Certificates may be exchanged for
other Certificates of authorized denominations of the same Class evidencing a
like aggregate Percentage Interest in such Class upon surrender of the
Certificates to be exchanged at the offices of the Certificate

                                     -260-


Registrar maintained for such purpose. Whenever any Certificates are
so surrendered for exchange, the Certificate Registrar shall execute and the
Authenticating Agent shall authenticate and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive.

       (h) Every Certificate presented or surrendered for transfer or exchange
shall (if so required by the Certificate Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.

       (i) No service charge shall be imposed for any transfer or exchange of
Certificates, but the Trustee or Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

       (j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

       SECTION 5.03. Book-Entry Certificates.

       (a) Each Class of Regular Interest Certificates shall initially be issued
as one or more Certificates registered in the name of the Depository or its
nominee and, except as provided in Section 5.03(c) and in the fifth paragraph of
Section 5.02(b), a Transfer of such Certificates may not be registered by the
Certificate Registrar unless such Transfer is to a successor Depository that
agrees to hold such Certificates for the respective Certificate Owners with
Ownership Interests therein. Such Certificate Owners shall hold and Transfer
their respective Ownership Interests in and to such Certificates through the
book-entry facilities of the Depository and, except as provided in Section
5.03(c) and in the fifth paragraph of Section 5.02(b), shall not be entitled to
definitive, fully registered Certificates ("Definitive Certificates") in respect
of such Ownership Interests. The Class X-CL, Class X-CP, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S and Class T
Certificates initially sold to Qualified Institutional Buyers in reliance on
Rule 144A or in reliance on another exemption from the registration requirements
of the Securities Act shall, in the case of each such Class, be represented by
the Rule 144A Global Certificate for such Class, which shall be deposited with
the Trustee as custodian for the Depository and registered in the name of Cede &
Co. as nominee of the Depository. The Class X-CL, Class X-CP, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S and Class
T Certificates initially sold in offshore transactions in reliance on Regulation
S shall, in the case of each such Class, be represented by the Regulation S
Global Certificate for such Class, which shall be deposited with the Trustee as
custodian for the Depository and registered in the name of Cede & Co. as nominee
of the Depository. All Transfers by Certificate Owners of their respective
Ownership Interests in the Book-Entry Certificates shall be made in accordance
with the procedures established by the Depository Participant or brokerage firm
representing each such Certificate Owner. Each Depository Participant shall only
transfer the Ownership Interests in the Book-Entry Certificates of Certificate
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures. Each Certificate Owner is
deemed, by virtue of its acquisition of an Ownership Interest in the applicable
Class of Book-Entry Certificates, to agree to comply with the transfer
requirements provided for in Section 5.02.

       (b) The Trustee, the Master Servicer, the Special Servicer, the Depositor
and the Certificate Registrar may for all purposes, including the making of
payments due on the Book-Entry

                                     -261-


Certificates, deal with the Depository as the authorized representative of the
Certificate Owners with respect to such Certificates for the purposes of
exercising the rights of Certificateholders hereunder. The rights of Certificate
Owners with respect to the Book-Entry Certificates shall be limited to those
established by law and agreements between such Certificate Owners and the
Depository Participants and brokerage firms representing such Certificate
Owners. Multiple requests and directions from, and votes of, the Depository as
Holder of the Book-Entry Certificates with respect to any particular matter
shall not be deemed inconsistent if they are made with respect to different
Certificate Owners. The Trustee may establish a reasonable record date in
connection with solicitations of consents from or voting by Certificateholders
and shall give notice to the Depository of such record date.

       (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor notifies the Depository of its intent to
terminate the book-entry system through the Depository with respect to a Class
of Book-Entry Certificates and (in the event applicable law and/or the
Depository's procedures require that the Depository Participants holding
Ownership Interests in such Class of Book-Entry Certificates submit a withdrawal
request to the Depository in order to so terminate the book-entry system) the
Depositor additionally notifies those Depository Participants and those
Depository Participants submit a withdrawal request with respect to such
termination, then the Certificate Registrar shall notify all affected
Certificate Owners, through the Depository, of the occurrence of any such event
and of the availability of Definitive Certificates to such Certificate Owners
requesting the same.

       Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, the Definitive Certificates in respect of such Class to the Certificate
Owners identified in such instructions. None of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar shall
be liable for any delay in delivery of such instructions, and each of them may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates for purposes of evidencing
ownership of any Class of Registered Certificates, the registered holders of
such Definitive Certificates shall be recognized as Certificateholders hereunder
and, accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.

       (d) Notwithstanding any other provisions contained herein, neither the
Trustee nor the Certificate Registrar shall have any responsibility whatsoever
to monitor or restrict the Transfer of ownership interests in any Certificate
(including but not limited to any Non-Registered Certificate or any Subordinate
Certificate) which interests are transferable through the book-entry facilities
of the Depository.

       SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates.

       If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be reasonably required by them to save each of them harmless, then, in the
absence of

                                     -262-


actual notice to the Trustee or the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Certificate Registrar shall
execute and the Authenticating Agent shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
new Certificate of the same Class and like Percentage Interest. Upon the
issuance of any new Certificate under this section, the Trustee and the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this section shall constitute complete and indefeasible evidence of
ownership in the applicable REMIC created hereunder, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

       SECTION 5.05. Persons Deemed Owners.

       Prior to due presentment for registration of transfer, the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Certificate Registrar
and any agent of any of them may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and for all other purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar or any agent of any of them shall be affected by
notice to the contrary.

                                     -263-


                                   ARTICLE VI

            THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER
                    AND THE CONTROLLING CLASS REPRESENTATIVE


       SECTION 6.01. Liability of Depositor, Master Servicer and Special
                     Servicer.

       The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

       SECTION 6.02. Continued Qualification and Compliance of Master Servicer;
                     Merger, Consolidation or Conversion of Depositor, Master
                     Servicer or Special Servicer.

       Subject to the following paragraph, the Depositor, the Master Servicer
and the Special Servicer shall each keep in full effect its existence, rights
and franchises as a legal entity under the laws of the jurisdiction of its
organization, and each will obtain and preserve its qualification to do business
as a foreign entity in, and will otherwise remain in compliance with the laws
of, each jurisdiction in which such qualification and compliance is or shall be
necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans and to perform its respective duties
under this Agreement.

       Each of the Depositor, the Master Servicer and the Special Servicer may
be merged or consolidated with or into any Person, or transfer all or
substantially all of its assets (which, in the case of the Master Servicer or
the Special Servicer, may be limited to all or substantially all of its assets
related to commercial mortgage loan servicing) to any Person, in which case any
Person resulting from any merger or consolidation to which the Depositor, the
Master Servicer or the Special Servicer shall be a party, or any Person
succeeding to the business (which, in the case of the Master Servicer or the
Special Servicer, may be limited to the commercial mortgage loan servicing
business) of the Depositor, the Master Servicer or the Special Servicer, shall
be the successor of the Depositor, the Master Servicer or the Special Servicer,
as the case may be, hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that no successor or surviving
Person shall succeed to the rights of the Master Servicer or the Special
Servicer unless (i) as confirmed (at the expense of such successor or surviving
Person) in writing by each of the Rating Agencies, such succession will not
result in an Adverse Rating Event with respect to any Class of Certificates
rated by such Rating Agency, and (ii) such successor or surviving Person makes
the applicable representations and warranties set forth in Section 3.23 (in the
case of a successor or surviving Person to the Master Servicer) or Section 3.24
(in the case of a successor or surviving Person to the Special Servicer), as
applicable. The successor or surviving Person shall be responsible for the cost
of obtaining the rating confirmations contemplated by clause (i) of the proviso
to the preceding sentence.

                                     -264-


       SECTION 6.03. Limitation on Liability of Depositor, Master Servicer and
                     Special Servicer.

       None of the Depositor, the Master Servicer or the Special Servicer shall
be under any liability to the Trust Fund, the Trustee, the Certificateholders or
the Serviced Non-Trust Mortgage Loan Noteholders for any action taken, or not
taken, in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
Master Servicer or the Special Servicer against any liability to the Trust Fund,
the Trustee, the Certificateholders or the Serviced Non-Trust Mortgage Loan
Noteholders for the breach of a representation or warranty made herein by such
party, or against any expense or liability specifically required to be borne by
such party without right of reimbursement pursuant to the terms hereof, or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of its obligations or
duties hereunder or negligent disregard of such obligations or duties. The
Depositor, the Master Servicer, the Special Servicer and any director, manager,
member, officer, employee or agent of the Depositor, the Master Servicer or the
Special Servicer may rely in good faith on any document of any kind which, prima
facie, is properly executed and submitted by any Person respecting any matters
arising hereunder. The Depositor, the Master Servicer, the Special Servicer and
any director, manager, member, officer, employee or agent of the Depositor, the
Master Servicer or the Special Servicer shall be indemnified and held harmless
by the Trust Fund out of the Pool Custodial Account against any loss, liability
or reasonable expense (including reasonable legal fees and expenses) incurred in
connection with any legal action or claim relating to this Agreement or the
Certificates (including in connection with the dissemination of information and
reports as contemplated by this Agreement), other than any such loss, liability
or expense: (i) specifically required to be borne by the party seeking
indemnification, without right of reimbursement pursuant to the terms hereof;
(ii) which constitutes a Servicing Advance that is otherwise reimbursable
hereunder; (iii) incurred in connection with any legal action or claim against
the party seeking indemnification, resulting from any breach on the part of that
party of a representation or warranty made herein; or (iv) incurred in
connection with any legal action or claim against the party seeking
indemnification, resulting from any willful misfeasance, bad faith or negligence
on the part of that party in the performance of its obligations or duties
hereunder or negligent disregard of such obligations or duties; provided that,
if a Serviced Loan Combination is involved, such indemnity shall be payable out
of the related Loan Combination Custodial Account pursuant to Section 3.05A and,
if and to the extent not solely attributable to one or more Serviced Non-Trust
Mortgage Loans (or any successor REO Mortgage Loan(s) with respect thereto)
included in such Serviced Loan Combination, shall also be payable out of the
Pool Custodial Account if amounts on deposit in the related Loan Combination
Custodial Account(s) are insufficient therefor; and provided, further, that in
making a determination as to whether any such indemnity is solely attributable
to one or more Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage
Loan(s) with respect thereto), the fact that any related legal action was
instituted by a related Serviced Non-Trust Mortgage Loan Noteholder shall not
create a presumption that such indemnity is solely attributable thereto. None of
the Depositor, the Master Servicer or the Special Servicer shall be under any
obligation to appear in, prosecute or defend any legal action, unless such
action is related to its respective duties under this Agreement and either (i)
it is specifically required hereunder to bear the costs of such action or (ii)
such action will not, in its reasonable and good faith judgment, involve it in
any ultimate expense or liability for which it would not be reimbursed
hereunder. Notwithstanding the foregoing, the Depositor, the Master Servicer or
the Special Servicer may in its discretion undertake any such action which it
may deem necessary or desirable with respect to the enforcement and/or
protection of the rights and duties of the parties hereto and the interests of
the Certificateholders (or, if a Serviced Loan Combination is affected, the
rights of

                                     -265-


the Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s) (as a collective whole)). In such event, the legal expenses and
costs of such action, and any liability resulting therefrom, shall be expenses,
costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer
and the Special Servicer shall be entitled to be reimbursed therefor from the
Pool Custodial Account as provided in Section 3.05(a); provided, however, that
if and to the extent a Serviced Loan Combination and/or a Serviced Non-Trust
Mortgage Loan Noteholder is involved, such expenses, costs and liabilities shall
be payable out of the related Loan Combination Custodial Account pursuant to
Section 3.05A and, if and to the extent attributable to one or more Trust
Mortgage Loans and/or REO Trust Mortgage Loans, shall also be payable out of the
Pool Custodial Account if amounts on deposit in the related Loan Combination
Custodial Account are insufficient therefor. In no event shall the Master
Servicer or the Special Servicer be liable or responsible for any action taken
or omitted to be taken by the other of them (unless they are the same Person or
Affiliates) or for any action taken or omitted to be taken by the Depositor, the
Trustee, any Certificateholder or any Serviced Non-Trust Mortgage Loan
Noteholder (unless they are the same Person or Affiliates).

       SECTION 6.04. Resignation of Master Servicer and the Special Servicer.

       (a) The Master Servicer and, subject to Section 6.09, the Special
Servicer may each resign from the obligations and duties hereby imposed on it,
upon a determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it (the other activities of the Master Servicer
or the Special Servicer, as the case may be, so causing such a conflict being of
a type and nature carried on by the Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement). Any such determination
requiring the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel to such effect which
shall be delivered to the Trustee. Unless applicable law requires the Master
Servicer's or Special Servicer's resignation to be effective immediately, and
the Opinion of Counsel delivered pursuant to the prior sentence so states, no
such resignation shall become effective until the Trustee or other successor
shall have assumed the responsibilities and obligations of the resigning party
in accordance with Section 6.09 or Section 7.02 hereof. The Master Servicer and,
subject to the rights of the Controlling Class under Section 6.09 to appoint a
successor special servicer, the Special Servicer shall each have the right to
resign at any other time, provided that (i) a willing successor thereto
reasonably acceptable to the Depositor has been found (provided that if the
Depositor has not responded to a request for consent to a successor within 15
days, such successor shall be deemed approved thereby), (ii) each Rating Agency
confirms in writing (at the expense of the resigning party) that the resignation
and the successor's appointment will not result in an Adverse Rating Event with
respect to any Class of Certificates rated by such Rating Agency, (iii) the
resigning party pays all costs and expenses in connection with such resignation
and the resulting transfer of servicing, and (iv) the successor accepts
appointment prior to the effectiveness of such resignation and agrees in writing
to be bound by the terms and conditions of this Agreement. Neither the Master
Servicer nor the Special Servicer shall be permitted to resign except as
contemplated above in this Section 6.04(a).

       (b) Consistent with Section 6.04(a), neither the Master Servicer nor the
Special Servicer shall, except as expressly provided herein, assign or transfer
any of its rights, benefits or privileges hereunder to any other Person or,
except as provided in Sections 3.22, 4.07 and 7.01(d), delegate to or
subcontract with, or authorize or appoint any other Person to perform any of the
duties, covenants or obligations to be performed by it hereunder. If, pursuant
to any provision hereof, the duties

                                     -266-


of the Master Servicer or the Special Servicer are transferred to a successor
thereto, the Master Servicing Fee, the Special Servicing Fee, any Workout Fee
(except as expressly contemplated by Section 3.11(c)) and/or any Liquidation
Fee, as applicable, that accrues or otherwise becomes payable pursuant hereto
from and after the date of such transfer shall be payable to such successor.

       SECTION 6.05. Rights of Depositor, Trustee and Serviced Non-Trust
                     Mortgage Loan Noteholders in Respect of the Master Servicer
                     and the Special Servicer.

       The Master Servicer and the Special Servicer shall each afford the
Depositor, each Underwriter, the Trustee and each Serviced Non-Trust Mortgage
Loan Noteholder, upon reasonable notice, during normal business hours access to
all records maintained thereby in respect of its rights and obligations
hereunder. Upon reasonable request, the Master Servicer and the Special Servicer
shall each furnish the Depositor, each Underwriter, the Trustee and each
Serviced Non-Trust Mortgage Loan Noteholder with its most recent publicly
available financial statements (or, if not available, the most recent publicly
available audited annual financial statements of its corporate parent, on a
consolidated basis) and such other non-proprietary information as the Master
Servicer or the Special Servicer, as the case may be, shall determine in its
sole and absolute discretion as it possesses, which is relevant to the
performance of its duties hereunder and which it is not prohibited by applicable
law or contract from disclosing. The Depositor may, but is not obligated to,
enforce the obligations of the Master Servicer and the Special Servicer
hereunder and may, but is not obligated to, perform, or cause a designee to
perform, any defaulted obligation of the Master Servicer or Special Servicer
hereunder or exercise the rights of the Master Servicer and the Special Servicer
hereunder; provided, however, that neither the Master Servicer nor the Special
Servicer shall be relieved of any of its obligations hereunder by virtue of such
performance by the Depositor or its designee and, provided, further, that the
Depositor may not exercise any right pursuant to Section 7.01 to terminate the
Master Servicer or the Special Servicer as a party to this Agreement. The
Depositor shall not have any responsibility or liability for any action or
failure to act by the Master Servicer or the Special Servicer and is not
obligated to supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise.

       SECTION 6.06. Depositor, Master Servicer and Special Servicer to
                     Cooperate with Trustee.

       The Depositor, the Master Servicer and the Special Servicer shall each
furnish such reports, certifications and information as are reasonably requested
by the Trustee in order to enable it to perform its duties hereunder.

       SECTION 6.07. Depositor, Special Servicer and Trustee to Cooperate with
                     Master Servicer.

       The Depositor, the Special Servicer and the Trustee shall each furnish
such reports, certifications and information as are reasonably requested by the
Master Servicer in order to enable it to perform its duties hereunder.

                                     -267-


       SECTION 6.08. Depositor, Master Servicer and Trustee to Cooperate with
                     Special Servicer.

       The Depositor, the Master Servicer and the Trustee shall each furnish
such reports, certifications and information as are reasonably requested by the
Special Servicer in order to enable it to perform its duties hereunder.

       SECTION 6.09. Designation of Special Servicer and Controlling Class
                     Representative by the Controlling Class.

       (a) The Majority Controlling Class Certificateholder(s) may at any time
and from time to time designate a Person to serve as Special Servicer hereunder
and to replace any existing Special Servicer or any Special Servicer that has
resigned or otherwise ceased to serve (including in connection with a
termination pursuant to Section 7.01) as Special Servicer. Such Holder or
Holders shall so designate a Person to serve as replacement Special Servicer by
the delivery to the Trustee, the Master Servicer, each Serviced Non-Trust
Mortgage Loan Noteholder and the existing Special Servicer of a written notice
stating such designation. The Trustee shall, promptly after receiving any such
notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in
the form attached hereto as Exhibit I-1. If such Holders have not replaced the
Special Servicer within 30 days of such Special Servicer's resignation or the
date such Special Servicer has ceased to serve in such capacity, the Trustee
shall designate a successor Special Servicer, subject to removal by the Majority
Controlling Class Certificateholder(s) and appointment of a successor thereto
pursuant to the terms of this Section 6.09. Any designated Person (whether
designated by Holders of the Controlling Class or by the Trustee) shall become
the Special Servicer on the date as of which the Trustee shall have received all
of the following: (1) written confirmation from each Rating Agency (obtained at
the expense of the outgoing Special Servicer, in connection with a resignation
or a termination for cause, including pursuant to Section 7.01, and otherwise at
the expense of the Controlling Class Certificateholders contemplated by the next
paragraph) that the appointment of such Person will not result in an Adverse
Rating Event with respect to any Class of Certificates rated by such Rating
Agency; (2) an Acknowledgment of Proposed Special Servicer in the form attached
hereto as Exhibit I-2, executed by the designated Person; and (3) an Opinion of
Counsel (at the expense of the Person designated to become the Special Servicer)
to the effect that, upon the execution and delivery of the Acknowledgment of
Proposed Special Servicer, the designated Person shall be bound by the terms of
this Agreement and, subject to customary limitations, that this Agreement shall
be enforceable against the designated Person in accordance with its terms. Any
existing Special Servicer shall be deemed to have resigned simultaneously with
such designated Person's becoming the Special Servicer hereunder; provided,
however, that (i) the outgoing Special Servicer shall continue to be entitled to
receive all amounts accrued or owing to it under this Agreement on or prior to
the effective date of such resignation, whether in respect of Servicing Advances
or otherwise, (ii) if the outgoing Special Servicer was terminated without
cause, it shall be entitled to a portion of certain Workout Fees thereafter
payable with respect to the Corrected Mortgage Loans or otherwise (but only if
and to the extent permitted by Section 3.11(c)) and (iii) the outgoing Special
Servicer shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such resignation. The outgoing Special Servicer shall
cooperate with the Trustee and the replacement Special Servicer in effecting the
termination of the outgoing Special Servicer's responsibilities and rights
hereunder, including the transfer within two (2) Business Days to the
replacement Special Servicer for administration by it of all cash amounts that
shall at the time be or should have been credited by the Special Servicer to a
Custodial Account, a Servicing Account, a Reserve Account or an REO Account or

                                     -268-


should have been delivered to the Master Servicer or that are thereafter
received with respect to Specially Serviced Mortgage Loans and Administered REO
Properties. The Trustee shall notify the other parties hereto, the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders of any
termination of the Special Servicer and appointment of a new Special Servicer in
accordance with this Section 6.09.

       Any out-of-pocket costs and expenses incurred in connection with the
removal (without cause) of a Special Servicer pursuant to this Section 6.09 and
its replacement by a Person designated by the Majority Controlling Class
Certificateholder(s), that are not paid by the replacement Special Servicer
shall be paid by such Holder or Holders. The rights of the Majority Controlling
Class Certificateholders to replace the Special Servicer under this Section
6.09(a) shall be subject to the provisions of the respective Co-Lender Agreement
for each Serviced Loan Combination if and to the extent that such Co-Lender
Agreement entitles one or more of the related Non-Trust Mortgage Loan
Noteholders to be consulted in connection with such replacement; and it shall be
an additional condition to any such replacement that the Majority Controlling
Class Certificateholder(s) shall have fulfilled, or caused the fulfillment of,
any conditions precedent to such replacement that are set forth in such
Co-Lender Agreements.

       (b) The Majority Controlling Class Certificateholder(s) may also select a
representative (the "Controlling Class Representative") from whom the Special
Servicer will seek advice and approval and take direction under certain
circumstances, as described herein, and shall promptly notify the Trustee, the
Master Servicer and the Special Servicer of that selection. Notwithstanding the
foregoing, until a Controlling Class Representative is so selected in accordance
with the preceding sentence, or after receipt of a notice from the Majority
Controlling Class Certificateholder(s) that a Controlling Class Representative
is no longer designated, the Certificateholder (or, if the Certificates of the
Controlling Class are Book-Entry Certificates, the Certificate Owner), if any,
that beneficially owns more than 50% of the Class Principal Balance of the
Controlling Class of Certificates will be deemed to be the Controlling Class
Representative. The Controlling Class Representative shall be required to keep
all non-public information received by it in such capacity pursuant to this
Agreement confidential and, upon its designation as such, the Controlling Class
Representative (except with respect to the initial Controlling Class
Representative as provided in the following sentence) shall deliver to the
Trustee, the Master Servicer and the Special Servicer a written confirmation to
such effect, in the form of Exhibit O attached hereto (the "Controlling Class
Representative Confirmation"). The Controlling Class Representative Confirmation
shall also include confirmation of its acceptance of its appointment as
Controlling Class Representative, an address and facsimile number for the
delivery of notices and other correspondence and a list of officers or employees
of such Person with whom the parties to this Agreement may deal (including their
names, titles, work addresses and facsimile numbers)). No appointment of any
Person as a Controlling Class Representative shall be effective until such
Person provides the Trustee and the Master Servicer with a Controlling Class
Representative Confirmation; provided that, upon its acquisition of all the
Class T Certificates, Delaware Securities Holdings, Inc. (an Affiliate of Lennar
Partners, Inc.) shall be the initial Controlling Class Representative without
the need for delivery of a Controlling Class Representative Confirmation, and by
its acceptance of such designation, shall be deemed to have agreed to keep all
non-public information received by it in such capacity from time to time
pursuant to this Agreement confidential, subject to applicable law.

       (c) Notwithstanding the foregoing, if the Certificates of the Controlling
Class consist of Book-Entry Certificates, then the rights of the Holders of the
Certificates of the Controlling Class set

                                     -269-


forth above in this Section 6.09 may be exercised directly by the relevant
Certificate Owner(s), provided that the identity of such Certificate Owner(s)
has been confirmed to the Trustee to its reasonable satisfaction. If the
Certificates of the Controlling Class consist of Book-Entry Certificates, then
any costs or expenses incurred in connection with determining the identity of
the Controlling Class Representative shall be paid by the Trust or, if paid by
the Trustee, reimbursed to the Trustee out of the Trust Fund (in any event, out
of amounts otherwise payable with respect to the Controlling Class of
Certificates).

       SECTION 6.10. Master Servicer or Special Servicer as Owner of a
Certificate.

       The Master Servicer, the Special Servicer or any Affiliate of either of
them may become the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate with (except as otherwise set
forth in the definition of "Certificateholder") the same rights it would have if
it were not the Master Servicer or the Special Servicer or an Affiliate thereof.
If, at any time during which the Master Servicer or the Special Servicer or an
Affiliate of the Master Servicer or the Special Servicer is the Holder of (or,
in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate, the Master Servicer or the Special Servicer proposes to take action
(including for this purpose, omitting to take action) that is not expressly
prohibited by the terms hereof and would not, in the Master Servicer's or the
Special Servicer's reasonable, good faith judgment, violate the Servicing
Standard, but that, if taken, might nonetheless, in the Master Servicer's or the
Special Servicer's good faith judgment, be considered by other Persons to
violate the Servicing Standard, then the Master Servicer or the Special Servicer
may (but need not) seek the approval of the Certificateholders to such action by
delivering to the Trustee a written notice that (a) states that it is delivered
pursuant to this Section 6.10, (b) identifies the Percentage Interest in each
Class of Certificates beneficially owned by the Master Servicer or an Affiliate
thereof or the Special Servicer or an Affiliate thereof, as appropriate, and (c)
describes in reasonable detail the action that the Master Servicer or the
Special Servicer proposes to take. The Trustee, upon receipt of such notice,
shall forward it to the Certificateholders (other than the Master Servicer and
its Affiliates or the Special Servicer and its Affiliates, as appropriate),
together with such instructions for response as the Trustee shall reasonably
determine. If at any time Certificateholders holding greater than 50% of the
Voting Rights of all Certificateholders (calculated without regard to the
Certificates beneficially owned by the Master Servicer or its Affiliates or the
Special Servicer or its Affiliates, as appropriate) shall have failed to object
in writing (with a copy to the related Serviced Non-Trust Mortgage Loan
Noteholder(s), if a Serviced Loan Combination is involved) to the proposal
described in the written notice, and if the Master Servicer or the Special
Servicer shall act as proposed in the written notice within 30 days, such action
shall be deemed to comply with, but not modify, the Servicing Standard. The
Trustee shall be entitled to reimbursement from the Master Servicer or the
Special Servicer, as applicable, for the reasonable expenses of the Trustee
incurred pursuant to this paragraph. It is not the intent of the foregoing
provision that the Master Servicer or the Special Servicer be permitted to
invoke the procedure set forth herein with respect to routine servicing matters
arising hereunder, but rather only in the case of unusual circumstances.

       SECTION 6.11. Certain Powers of the Controlling Class Representative.

       (a) The Special Servicer shall notify (in writing) the Controlling Class
Representative of its intention to take any Specially Designated Servicing
Action with respect to any Serviced Mortgage Loan and shall provide the
Controlling Class Representative with all reasonably requested information

                                     -270-


with respect thereto. Subject to Section 6.11(b), the Controlling Class
Representative will be entitled to advise the Special Servicer with respect to
any and all Specially Designated Servicing Actions of the Special Servicer
relating to the Serviced Mortgage Loans and any Administered REO Properties;
and, further subject to Section 6.11(b), the Special Servicer will not be
permitted to take (or, if applicable, consent to the Master Servicer's taking)
any Specially Designated Servicing Action with respect to any Serviced Mortgage
Loan or Administered REO Property if the Controlling Class Representative has
objected in writing within ten (10) Business Days of having been notified in
writing thereof and having been provided with all information that the
Controlling Class Representative has reasonably requested with respect thereto
promptly following its receipt of the subject notice (it being understood and
agreed that if such written objection has not been received by the Special
Servicer within such ten (10) Business Day period, then the Controlling Class
Representative will be deemed to have approved the taking of the subject
action); provided that, in the event that the Special Servicer determines that
failure to take such action would violate the Servicing Standard, then the
Special Servicer may take (or, if applicable, consent to the Master Servicer's
taking) any such action without waiting for the Controlling Class
Representative's response; and provided, further, that the foregoing rights of
the Controlling Class Representative shall not relate to any Serviced Mortgage
Loan that is part of, or any Administered REO Property that relates to, a
Serviced Loan Combination, regarding which the rights and powers of the
specified Persons set forth under Section 6.12 are instead applicable.

       In addition, subject to Section 6.11(b), the Controlling Class
Representative may direct the Special Servicer to take, or to refrain from
taking, any actions with respect to the servicing and/or administration of a
Specially Serviced Mortgage Loan or an Administered REO Property as the
Controlling Class Representative may deem advisable or as to which provision is
otherwise made herein; provided that the foregoing rights of the Controlling
Class Representative shall not relate to any Specially Serviced Mortgage Loan
that is part of, or any Administered REO Property that relates to, a Serviced
Loan Combination. Upon reasonable request, the Special Servicer shall provide
the Controlling Class Representative with any information in such servicer's
possession with respect to such matters, including its reasons for determining
to take a proposed action; provided that such information shall also be
provided, in a written format, to the Trustee, who shall make it available for
review pursuant to Section 8.14(b).

       Each of the Master Servicer (with respect to Performing Serviced Mortgage
Loans) and the Special Servicer (with respect to Specially Serviced Mortgage
Loans), as applicable, shall notify the Controlling Class Representative of any
release or substitution of collateral for a Serviced Mortgage Loan that is not
part of a Loan Combination even if such release or substitution is required by
the terms of such Serviced Mortgage Loan.

       (b) Notwithstanding anything herein to the contrary, no advice, direction
or objection from or by the Controlling Class Representative with respect to any
Serviced Mortgage Loan or Administered REO Property, as contemplated by Section
6.11(a), may (and the Special Servicer shall ignore and act without regard to
any such advice, direction or objection that the Special Servicer has
determined, in its reasonable, good faith judgment, would) require or cause the
Master Servicer or the Special Servicer to violate any provision of this
Agreement (exclusive of Section 6.11(a)) (including such servicer's obligation
to act in accordance with the Servicing Standard), the related loan documents
(including any applicable co-lender and/or intercreditor agreements) or
applicable law (including the REMIC Provisions). Furthermore, the Special
Servicer shall not be obligated to seek approval from the Controlling Class
Representative, pursuant to Section 6.11(a) for any actions to be taken by the
Special

                                     -271-


Servicer with respect to the workout or liquidation of any particular Specially
Serviced Mortgage Loan if:

           (i) the Special Servicer has, as provided in Section 6.11(a),
   notified the Controlling Class Representative in writing of various actions
   that the Special Servicer proposes to take with respect to the workout or
   liquidation of such Specially Serviced Mortgage Loan; and

           (ii) for 60 days following the first such notice, the Controlling
   Class Representative has objected to all of those proposed actions and has
   failed to suggest any alternative actions that the Special Servicer considers
   to be consistent with the Servicing Standard.

       Also notwithstanding anything herein to the contrary, the provisions of
Section 6.11(a), and the rights and powers of the Controlling Class
Representative provided for in Section 6.11(a), shall not apply to any Serviced
Loan Combination or any related Administered REO Property; provided that this
paragraph is not intended to limit any rights or powers that the Controlling
Class Representative may have under Section 6.12.

       (c) The Controlling Class Representative is authorized to exercise the
rights and powers of the Trustee, as holder of the Mortgage Note for the Meriden
Mall Trust Mortgage Loan, under each of Section 3.23 of the Meriden Mall
Co-Lender and Servicing Agreement (and any corresponding provisions of any
separate Meriden Mall Servicing Agreement). Promptly following the initial
appointment of a Controlling Class Representative and any subsequent appointment
of a successor Controlling Class Representative, the Trustee shall inform the
Meriden Mall Master Servicer, the Meriden Mall Special Servicer and the Meriden
Mall Non-Trust Mortgage Loan Noteholder (and from time to time shall ensure that
such parties remain similarly informed) that the Controlling Class
Representative is, to the fullest extent permitted under the Meriden Mall
Co-Lender Agreement, entitled to exercise such rights and powers of the Trustee,
in its capacity as holder of the Mortgage Note for the Meriden Mall Trust
Mortgage Loan, under Section 3.23 of the Meriden Mall Co-Lender Agreement (and
any corresponding provisions of any separate Meriden Mall Servicing Agreement),
and, further, the Trustee shall take such other actions as may be required under
the Meriden Mall Co-Lender Agreement in order to permit the Controlling Class
Representative to exercise such rights and powers. The Controlling Class
Representative shall be subject to the same limitations, constraints and
restrictions in exercising such rights and powers as would be applicable to the
Trustee, in its capacity as holder of the Mortgage Note for the Meriden Mall
Trust Mortgage Loan. In addition, subject to Section 7.01(e) and each other
section hereof that specifically addresses a particular matter with respect to
the Meriden Mall Trust Mortgage Loan, if the Trustee is requested to take any
action in its capacity as holder of the Mortgage Note for the Meriden Mall Trust
Mortgage Loan, pursuant to the Meriden Mall Co-Lender Agreement and/or the
Meriden Mall Servicing Agreement, then the Trustee will notify (in writing), and
act in accordance with the instructions of, the Controlling Class
Representative; provided that, if such instructions are not provided within the
prescribed time period, then the Trustee, subject to Sections 8.01 and 8.02,
shall take such action or inaction as it deems to be in the best interests of
the Certificateholders (as a collective whole) and shall have all rights and
powers incident thereto; and provided, further, that the Trustee (i) shall not
be required to take any action that relates to directing or approving any
servicing related action under the Meriden Mall Servicing Agreement or the
Meriden Mall Co-Lender Agreement, to the extent that the Controlling Class
Representative has been notified thereof and has failed to provide instructions
with respect to such action within the prescribed time period, and (ii) shall
not take any

                                     -272-


action that is not permitted under applicable law or the terms of the Meriden
Mall Co-Lender Agreement or the Meriden Mall Servicing Agreement or any action
that is, in the good faith, reasonable discretion of the Trustee, materially
adverse to the interests of the Certificateholders (as a collective whole).

       The Controlling Class Representative is hereby authorized to exercise the
rights and powers of the Trustee, as holder of the Mortgage Note for the Grace
Building Trust Mortgage Loan, under Section 3.02 of the Grace Building Co-Lender
Agreement (and any corresponding provisions of any separate Grace Building
Servicing Agreement). Promptly following the initial appointment of a
Controlling Class Representative and any subsequent appointment of a successor
Controlling Class Representative, the Trustee shall inform the Grace Building
Master Servicer, the Grace Building Special Servicer and the Grace Building
Non-Trust Mortgage Loan Noteholders (and from time to time shall ensure that
such parties remain similarly informed) that the Controlling Class
Representative is entitled, to the full extent permitted under the Grace
Building Co-Lender Agreement, to exercise such rights and powers of the Trustee,
in its capacity as holder of the Mortgage Note for the Grace Building Trust
Mortgage Loan, under Section 3.02 of the Grace Building Co-Lender Agreement (and
any corresponding provisions of any separate Grace Building Servicing
Agreement), and, further, the Trustee shall take such other actions as may be
required under the Grace Building Co-Lender Agreement in order to permit the
Controlling Class Representative to exercise such rights and powers. The
Controlling Class Representative shall be subject to the same limitations,
constraints and restrictions in exercising such rights and powers as would be
applicable to the Trustee, in its capacity as holder of the Mortgage Note for
the Grace Building Trust Mortgage Loan. In addition, subject to Section 7.01(f)
and each other section hereof that specifically addresses a particular matter
with respect to the Grace Building Trust Mortgage Loan, if the Trustee is
requested to take any action in its capacity as holder of the Mortgage Note for
the Grace Building Trust Mortgage Loan, pursuant to the Grace Building Co-Lender
Agreement and/or the Grace Building Servicing Agreement, then the Trustee will
notify (in writing), and act in accordance with the instructions of, the
Controlling Class Representative; provided that, if such instructions are not
provided within the prescribed time period, then the Trustee, subject to
Sections 8.01 and 8.02, shall take such action or inaction as it deems to be in
the best interests of the Certificateholders (as a collective whole) and shall
have all rights and powers incident thereto; and provided, further, that the
Trustee (i) shall not be required to take any action that relates to directing
or approving any servicing related action under the Grace Building Servicing
Agreement or the Grace Building Co-Lender Agreement, to the extent that the
Controlling Class Representative has been notified thereof and has failed to
provide instructions with respect to such action within the prescribed time
period, and (ii) shall not take any action that is not permitted under
applicable law or the terms of the Grace Building Co-Lender Agreement or the
Grace Building Servicing Agreement or any action that is, in the good faith,
reasonable discretion of the Trustee, materially adverse to the interests of the
Certificateholders (as a collective whole).

       (d) The Controlling Class Representative will have no liability to the
Certificateholders for any action taken, or for refraining from the taking of
any action, pursuant to this Agreement (whether pursuant to this Section 6.11 or
otherwise), or for errors in judgment; provided, however, that the Controlling
Class Representative will not be protected against any liability to any
Controlling Class Certificateholder which would otherwise be imposed by reason
of willful misfeasance, bad faith or negligence in the performance of duties or
by reason of negligent disregard of obligations or duties. Each
Certificateholder acknowledges and agrees, by its acceptance of its
Certificates, that: (i) the Controlling Class Representative may, and is
permitted hereunder to, have special relationships and interests that conflict
with those of Holders of one or more Classes of Certificates; (ii) the

                                     -273-


Controlling Class Representative may, and is permitted hereunder to, act solely
in the interests of the Holders of the Controlling Class; (iii) the Controlling
Class Representative does not have any duties or liability to the Holders of any
Class of Certificates other than the Controlling Class; (iv) the Controlling
Class Representative may, and is permitted hereunder to, take actions that favor
interests of the Holders of the Controlling Class over the interests of the
Holders of one or more other Classes of Certificates; (v) the Controlling Class
Representative shall not be deemed to have been negligent or reckless, or to
have acted in bad faith or engaged in willful misconduct, by reason of its
having acted solely in the interests of the Holders of the Controlling Class;
and (vi) the Controlling Class Representative shall have no liability whatsoever
for having acted solely in the interests of the Holders of the Controlling
Class, and no Certificateholder may take any action whatsoever against the
Controlling Class Representative, any Holder of the Controlling Class or any
director, officer, employee, agent or principal thereof for having so acted.

       SECTION 6.12. Certain Matters Regarding the Serviced Loan Combinations.

       (a) Each of the Master Servicer and the Special Servicer, as applicable,
shall notify (in writing) the Controlling Class Representative, the related
Non-Trust Mortgage Loan Noteholder(s) and (if different) the related Serviced
Loan Combination Controlling Party of its intention to take any Specially
Designated Servicing Action with respect to any Serviced Loan Combination and
shall provide each such party with all reasonably requested information with
respect thereto. Subject to Section 6.12(b), and further subject to Section
3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender Agreement,
the applicable Serviced Loan Combination Controlling Party will be entitled to
advise the Special Servicer (in the event the Special Servicer is authorized
under this Agreement to take the subject action) or the Master Servicer (in the
event the Master Servicer is authorized under this Agreement to take the subject
action), as applicable, with respect to any and all Specially Designated
Servicing Actions with respect to the related Serviced Loan Combination or any
related REO Property; and, further subject to Section 6.12(b) of this Agreement
and Section 3.02(b) of the related Co-Lender Agreement, neither the Master
Servicer nor the Special Servicer shall be permitted to take (or, in the case of
the Special Servicer, if and when appropriate hereunder, to consent to the
Master Servicer's taking) any of the related Specially Designated Servicing
Actions with respect to a Serviced Loan Combination or any related REO Property
if the applicable Serviced Loan Combination Controlling Party has objected in
writing within ten (10) Business Days of the applicable Serviced Loan
Combination Controlling Party having been notified in writing thereof and having
been provided with all reasonably requested information with respect thereto (it
being understood and agreed that if such written objection to the subject action
on the part of the applicable Serviced Loan Combination Controlling Party has
not been received by the Master Servicer or the Special Servicer, as applicable,
within such ten (10) Business Day period, then the applicable Serviced Loan
Combination Controlling Party will be deemed to have approved of the subject
action); provided that, in the event that the Special Servicer or the Master
Servicer, as applicable, determines that immediate action is necessary to
protect the interests of the Certificateholders and the related Serviced
Non-Trust Mortgage Loan Noteholder(s) (as a collective whole), the Master
Servicer or the Special Servicer, as the case may be, may take (or, in the case
of the Special Servicer, if and when appropriate hereunder, may consent to the
Master Servicer's taking) any such action without waiting for the applicable
Serviced Loan Combination Controlling Party's response; and provided, further,
that, under circumstances where the Controlling Class Representative is not the
applicable Serviced Loan Combination Controlling Party, nothing herein shall be
intended to limit the right of the Controlling Class Representative to consult
with the Master Servicer or the Special Servicer, as applicable, regarding any
Serviced Loan Combination or related

                                     -274-


REO Property, and during the ten (10) Business Day period referred to above (or
such shorter period as is contemplated by the immediately preceding proviso),
the Master Servicer or the Special Servicer, as applicable, shall consult with
the Controlling Class Representative regarding its views as to the proposed
action (but may, in its sole discretion, reject any advice, objection or
direction from the Controlling Class Representative) and, upon reasonable
request, the Master Servicer or the Special Servicer, as applicable, shall
provide the Controlling Class Representative with any information in such
servicer's possession with respect to such matters, including its reasons for
determining to take a proposed action.

       In addition, subject to Section 6.12(b), and further subject to Section
3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender Agreement,
if and to the extent provided for under the subject Co-Lender Agreement, the
applicable Serviced Loan Combination Controlling Party may direct the Special
Servicer or the Master Servicer, as appropriate based on their respective duties
hereunder, to take, or to refrain from taking, such actions with respect to each
Serviced Loan Combination or any related REO Property as the applicable Serviced
Loan Combination Controlling Party may deem consistent with the related
Co-Lender Agreement or as to which provision is otherwise made in the related
Co-Lender Agreement. Upon reasonable request, the Special Servicer or the Master
Servicer, as appropriate based on their respective duties hereunder, shall, with
respect to each Serviced Loan Combination, provide the applicable Serviced Loan
Combination Controlling Party with any information in such servicer's possession
with respect to such matters, including its reasons for determining to take a
proposed action; provided that such information shall also be provided, in a
written format, to the Trustee who shall make it available for review pursuant
to Section 8.14(b). Promptly following the Special Servicer or the Master
Servicer receiving any direction with respect to a Serviced Loan Combination or
any related REO Property from the applicable Serviced Loan Combination
Controlling Party as contemplated by this paragraph, such servicer shall notify
the Trustee, the Controlling Class Representative (if it is not the applicable
Serviced Loan Combination Controlling Party) and each related Serviced Non-Trust
Mortgage Loan Noteholder (if neither it nor its designee is the applicable
Serviced Loan Combination Controlling Party).

       Each of the Master Servicer (with respect to Performing Mortgage Loans)
and the Special Servicer (with respect to Specially Serviced Mortgage Loans), as
applicable, shall notify the related Serviced Non-Trust Mortgage Loan
Noteholder, the Controlling Class Representative and any other Person that may
be the applicable Serviced Loan Combination Controlling Party of any release or
substitution of collateral for a Serviced Loan Combination even if such release
or substitution is required by the terms of such Serviced Loan Combination.

       (b) Notwithstanding anything herein to the contrary, no advice, direction
or objection with respect to any Serviced Loan Combination or related REO
Property from or by the applicable Serviced Loan Combination Controlling Party,
as contemplated by Section 6.12(a), may (and the Special Servicer and the Master
Servicer shall each ignore and act without regard to any such advice, direction
or objection that the Special Servicer or the Master Servicer, as applicable,
has determined, in its reasonable, good faith judgment, will) require, cause or
permit such servicer to violate any provision of the related Co-Lender Agreement
or this Agreement (exclusive of Section 6.12(a)) (including such servicer's
obligation to act in accordance with the Servicing Standard), the related loan
documents or applicable law or result in an Adverse REMIC Event or an Adverse
Grantor Trust Event. Furthermore, neither the Special Servicer nor the Master
Servicer shall be obligated to seek approval from the applicable Serviced Loan
Combination Controlling Party for any actions to be taken by such servicer with
respect to the workout or liquidation of any Serviced Loan Combination if: (i)
such servicer has, as

                                     -275-


provided in Section 6.12(a), notified the applicable Serviced Loan Combination
Controlling Party in writing of various actions that such servicer proposes to
take with respect to the workout or liquidation of such Serviced Loan
Combination; and (ii) for 60 days following the first such notice, the
applicable Serviced Loan Combination Controlling Party has objected to all of
those proposed actions and has failed to suggest any alternative actions that
such servicer considers to be consistent with the Servicing Standard.

       (c) The Serviced Loan Combination Controlling Party for a Serviced Loan
Combination will not have any liability to the Trust or the Certificateholders,
in the case of a related Serviced Non-Trust Mortgage Loan Noteholder or its
designee acting in such capacity, or to the related Serviced Non-Trust Mortgage
Loan Noteholder(s), in the case of the Controlling Class Representative acting
in such capacity, for any action taken, or for refraining from the taking of any
action, in good faith pursuant to this Agreement or the related Co-Lender
Agreement, or for errors in judgment; provided, however, that such Serviced Loan
Combination Controlling Party will not be protected against any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of negligent disregard of
obligations or duties.

       (d) The Serviced Loan Combination Directing Lender for a Serviced Loan
Combination may, in accordance with Section 3.02(d) of the related Co-Lender
Agreement, designate a representative to exercise its rights and powers under
Section 3.02 of the related Co-Lender Agreement and this Section 6.12 or
otherwise under the related Co-Lender Agreement and this Agreement. In that
regard, upon the occurrence and continuance of a Serviced Loan Combination
Change of Control Event with respect to a Serviced Loan Combination or related
REO Property, and for so long as the Trust, as holder of the Serviced
Combination Trust Mortgage Loan in such Serviced Loan Combination (or any
successor REO Trust Mortgage Loan with respect thereto), is the applicable
Serviced Loan Combination Directing Lender, the Controlling Class Representative
(i) is hereby designated as the representative of the Trust for purposes of
exercising the rights and powers of the applicable Serviced Loan Combination
Directing Lender under Section 3.02 of the related Co-Lender Agreement and (ii)
shall be the applicable Serviced Loan Combination Controlling Party hereunder.
The Trustee shall take such actions as are necessary or appropriate to make such
designation effective in accordance with Section 3.02(d) of the related
Co-Lender Agreement. The Master Servicer shall provide the parties to this
Agreement with notice of the occurrence of a Serviced Loan Combination Change of
Control Event with respect to any Serviced Loan Combination or related REO
Property, promptly upon becoming aware thereof.

       (e) Each related Serviced Non-Trust Mortgage Loan Noteholder shall be
entitled to receive, upon request, a copy of any notice or report required to be
delivered (upon request or otherwise) to the Trustee with respect to a Serviced
Loan Combination or any related REO Property by any other party hereto. Subject
to the related Co-Lender Agreement, any such other party shall be permitted to
require payment of a sum sufficient to cover the reasonable costs and expenses
of providing such copies in accordance with this Section 6.12(e).

       (f) Notwithstanding anything herein to the contrary, any appointment of a
successor Special Servicer hereunder, insofar as it affects any Serviced Loan
Combination or any related REO Property, will be subject to the consultation
rights of the related Serviced Non-Trust Mortgage Loan Noteholder(s) under
Section 3.02 (if and to the extent provided for therein) of the related
Co-Lender Agreement.

                                     -276-


       (g) The parties hereto recognize and acknowledge, in the case of each
Serviced Loan Combination, the rights of each related Serviced Non-Trust
Mortgage Loan Noteholder under the related Co-Lender Agreement, including the
right to: (i) purchase the related Serviced Combination Trust Mortgage Loan
under the circumstances contemplated by Section 4.03 of the related Co-Lender
Agreement; and (ii) in the case of the 757 Third Avenue Loan Pair, exercise the
757 Fifth Avenue Cure Rights and, in the case of the 222 East 41st Street Loan
Pair, exercise the 222 East 41st Street Cure Rights. In connection with the
foregoing, the Master Servicer (if the subject Serviced Combination Trust
Mortgage Loan is a Performing Serviced Mortgage Loan) or the Special Servicer
(if the subject Serviced Combination Trust Mortgage Loan is a Specially Serviced
Mortgage Loan), as applicable, shall take all actions required on the part of
the holder of the subject Serviced Combination Trust Mortgage Loan or
contemplated to be performed by a servicer, in any case under Section 4.03 or
Article VII, as applicable, of the related Co-Lender Agreement, including the
delivery of all necessary notices on a timely basis, as well as all other
actions necessary and appropriate to effect the transfer of the subject Serviced
Combination Trust Mortgage Loan (in connection with the purchase thereof under
the related Co-Lender Agreement) to the applicable Serviced Non-Trust Mortgage
Loan Noteholder or its designee and/or to permit the applicable Serviced
Non-Trust Mortgage Loan Noteholder to effectuate a cure of any defaults under
the subject Serviced Combination Non-Trust Mortgage Loan.

       (h) The Master Servicer (if the related Serviced Combination Trust
Mortgage Loan is a Performing Serviced Mortgage Loan) or the Special Servicer
(if the related Serviced Combination Trust Mortgage Loan is a Specially Serviced
Mortgage Loan), as applicable, shall take all actions relating to the servicing
and/or administration of, and the preparation and delivery of reports and other
information with respect to, each Serviced Loan Combination or any related REO
Property required to be performed by the holder of the related Serviced
Combination Trust Mortgage Loan or contemplated to be performed by a servicer,
in any case pursuant to the related Co-Lender Agreement and/or any related
mezzanine loan intercreditor agreement.

       (i) For purposes of determining whether a Serviced Loan Combination
Change of Control Event has occurred, as well as the identity of the Serviced
Loan Combination Directing Lender, with respect to any Serviced Loan
Combination, any Appraisal Reduction Amount that exists with respect to such
Serviced Loan shall be allocated: first, to the related Serviced Non-Trust
Mortgage Loan(s) (or, in the case of the 757 Third Avenue Loan Pair, first, to
the 757 Third Avenue Note B2 Non-Trust Mortgage Loan and, second, to the 757
Third Avenue Note B1 Non-Trust Mortgage Loan) (or any successor REO Mortgage
Loan(s) with respect to such Serviced Non-Trust Mortgage Loan(s)), up to an
aggregate amount equal to the then unpaid principal balance of the related
Serviced Non-Trust Mortgage Loan(s) (or any successor REO Mortgage Loan(s) with
respect thereto); and, then, to the related Serviced Combination Trust Mortgage
Loan (or any successor REO Trust Mortgage Loan with respect thereto).

                                     -277-


                                   ARTICLE VII

                                     DEFAULT


       SECTION 7.01. Events of Default, Meriden Mall Events of Default and Grace
                     Building Events of Default.

       (a) "Event of Default", wherever used herein, means any one of the
following events:

           (i) any failure by the Master Servicer to deposit into a Custodial
  Account, any amount required to be so deposited by it under this Agreement,
  which failure continues unremedied for one (1) Business Day following the date
  on which a deposit was first required to be made; or

           (ii) any failure by the Special Servicer to deposit into an REO
  Account or to deposit into, or to remit to the Master Servicer for deposit
  into, a Custodial Account, any amount required to be so deposited or remitted
  under this Agreement, which failure continues unremedied for one (1) Business
  Day following the date on which a deposit or remittance was first required to
  be made; or

           (iii) any failure by the Master Servicer to deposit into, or remit to
  the Trustee for deposit into, the Collection Account, any amount (including
  any P&I Advances and any amounts to cover Prepayment Interest Shortfalls)
  required to be so deposited or remitted by it under this Agreement, which
  failure continues unremedied until 11:00 a.m. (New York City time) on the
  applicable Distribution Date, or any failure by the Master Servicer to make,
  on a timely basis, any required payment to any Serviced Non-Trust Mortgage
  Loan Noteholder, which failure continues unremedied until 11:00 a.m. (New York
  City time) on the Business Day next following the date on which such payment
  was first required to be made; or

           (iv) any failure by the Master Servicer or the Special Servicer to
  timely make any Servicing Advance required to be made by it hereunder, which
  Servicing Advance remains unmade for a period of three (3) Business Days
  following the date on which notice of such failure shall have been given to
  the Master Servicer or the Special Servicer, as the case may be, by any other
  party hereto; or

           (v) any failure on the part of the Master Servicer or the Special
  Servicer duly to observe or perform in any material respect any other
  covenants or agreements on the part of the Master Servicer or the Special
  Servicer, as the case may be, contained in this Agreement, which failure
  continues unremedied for a period of 30 days (15 days in the case of payment
  of insurance premiums) after the date on which written notice of such failure,
  requiring the same to be remedied, shall have been given to the Master
  Servicer or the Special Servicer, as the case may be, by any other party
  hereto or to the Master Servicer or the Special Servicer, as the case may be
  (with a copy to each other party hereto), by a Serviced Non-Trust Mortgage
  Loan Noteholder (if affected thereby) or by the Holders of Certificates
  entitled to at least 25% of the Voting Rights, provided, however, that with
  respect to any such failure which is not curable within such 30-day (or, if
  applicable, 15-day) period, the Master Servicer or the Special Servicer, as
  the case may be, shall have an additional cure period of 30 days to effect
  such cure so long as

                                     -278-


  the Master Servicer or the Special Servicer, as the case may be, has commenced
  to cure such failure within the initial 30-day (or, if applicable, 15-day)
  period and has provided the Trustee and any affected Serviced Non-Trust
  Mortgage Loan Noteholder with an Officer's Certificate certifying that it has
  diligently pursued, and is diligently continuing to pursue, a full cure; or

           (vi) any breach on the part of the Master Servicer or the Special
  Servicer of any of its representations or warranties contained in this
  Agreement that materially and adversely affects the interests of any Class of
  Certificateholders or any Serviced Non-Trust Mortgage Loan Noteholder and
  which breach continues unremedied for a period of 30 days after the date on
  which written notice of such breach, requiring the same to be remedied, shall
  have been given to the Master Servicer or the Special Servicer, as the case
  may be, by any other party hereto or to the Master Servicer or the Special
  Servicer, as the case may be (with a copy to each other party hereto), by a
  Serviced Non-Trust Mortgage Loan Noteholder (if affected thereby) or by the
  Holders of Certificates entitled to at least 25% of the Voting Rights,
  provided, however, that with respect to any such breach which is not curable
  within such 30-day period, the Master Servicer or the Special Servicer, as the
  case may be, shall have an additional cure period of 30 days so long as the
  Master Servicer or the Special Servicer, as the case may be, has commenced to
  cure such breach within the initial 30-day period and has provided the Trustee
  and any affected Serviced Non-Trust Mortgage Loan Noteholder with an Officer's
  Certificate certifying that it has diligently pursued, and is diligently
  continuing to pursue, a full cure; or

           (vii) a decree or order of a court or agency or supervisory authority
  having jurisdiction in the premises in an involuntary case under any present
  or future federal or state bankruptcy, insolvency or similar law for the
  appointment of a conservator, receiver, liquidator, trustee or similar
  official in any bankruptcy, insolvency, readjustment of debt, marshaling of
  assets and liabilities or similar proceedings, or for the winding-up or
  liquidation of its affairs, shall have been entered against the Master
  Servicer or the Special Servicer and such decree or order shall have remained
  in force undischarged, undismissed or unstayed for a period of 60 days; or

           (viii) the Master Servicer or the Special Servicer shall consent to
  the appointment of a conservator, receiver, liquidator, trustee or similar
  official in any bankruptcy, insolvency, readjustment of debt, marshaling of
  assets and liabilities or similar proceedings of or relating to it or of or
  relating to all or substantially all of its property; or

           (ix) the Master Servicer or the Special Servicer shall admit in
  writing its inability to pay its debts generally as they become due, file a
  petition to take advantage of any applicable bankruptcy, insolvency or
  reorganization statute, make an assignment for the benefit of its creditors,
  voluntarily suspend payment of its obligations, or take any corporate action
  in furtherance of the foregoing; or

           (x) a Servicing Officer of the Master Servicer or the Special
  Servicer, as the case may be, obtains actual knowledge that one or more
  ratings assigned by Moody's to the Certificates have been qualified,
  downgraded or withdrawn, or otherwise made the subject of a "negative" credit
  watch that remains in effect for at least 60 days, which action Moody's has
  determined, and provided notification in writing or electronically, including
  by public

                                     -279-


  announcement, is solely or in material part a result of the Master Servicer or
  Special Servicer, as the case may be, acting in such capacity; or

           (xi) the Master Servicer or the Special Servicer is removed from
  S&P's approved master servicer list or special servicer list, as the case may
  be, and the ratings assigned by S&P to one or more Classes of the Certificates
  are qualified, downgraded or withdrawn in connection with the removal.

       When a single entity acts as the Master Servicer and the Special
Servicer, an Event of Default in one capacity shall constitute an Event of
Default in the other capacity.

       (b) If any Event of Default described in any of clauses (i) - (xi) of
subsection (a) above shall occur with respect to the Master Servicer or the
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") and shall be continuing, then, and in each and every such
case, so long as such Event of Default shall not have been remedied, the Trustee
may, and at the written direction of the Holders of Certificates entitled to at
least 25% of the Voting Rights, the Trustee shall, by notice in writing to the
Defaulting Party (with a copy of such notice to each other party hereto and the
Rating Agencies) terminate all of the rights and obligations (but not the
liabilities for actions and omissions occurring prior thereto) of the Defaulting
Party under this Agreement and in and to the Trust Fund and the Serviced
Non-Trust Mortgage Loans, other than its rights, if any, as a Certificateholder
hereunder or as the holder of any Serviced Non-Trust Mortgage Loan or any
interest therein; provided that the Master Servicer may not be terminated solely
for an Event of Default that affects only a Serviced Non-Trust Mortgage Loan
Noteholder (except that a Sub-Servicer may be appointed in accordance with
Section 7.01(d)); and provided, further, that, except as provided in Section
7.01(d), the Special Servicer may not be terminated solely for an Event of
Default that affects only a Serviced Non-Trust Mortgage Loan Noteholder. From
and after the receipt by the Defaulting Party of such written notice of
termination, subject to Section 7.01(c), all authority and power of the
Defaulting Party under this Agreement, whether with respect to the Certificates
(other than as a holder of any Certificate), the Trust Fund, the Serviced
Non-Trust Mortgage Loans (other than as a holder thereof or any interest
therein) or otherwise, shall pass to and be vested in the Trustee pursuant to
and under this section, and, without limitation, the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of and at the expense
of the Defaulting Party, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Trust
Mortgage Loans, the Serviced Non-Trust Mortgage Loans and related documents, or
otherwise. The Master Servicer and the Special Servicer each agree that, if it
is terminated pursuant to this Section 7.01(b), it shall promptly (and in any
event no later than ten (10) Business Days subsequent to its receipt of the
notice of termination) provide the Trustee with all documents and records,
including those in electronic form, requested thereby to enable the Trustee to
assume the Master Servicer's or Special Servicer's, as the case may be,
functions hereunder, and shall cooperate with the Trustee in effecting the
termination of the Master Servicer's or Special Servicer's, as the case may be,
responsibilities and rights hereunder, including (i) if the Master Servicer is
the Defaulting Party, the immediate transfer to the Trustee or a successor
Master Servicer for administration by it of all cash amounts that shall at the
time be or should have been credited by the Master Servicer to a Custodial
Account, the Collection Account, the Defeasance Deposit Account, a Servicing
Account or a Reserve Account or that are thereafter received by or on behalf of
it with respect to any Trust Mortgage Loan, any Serviced Non-Trust Mortgage Loan
or, to the extent it relates to the foregoing, any REO Property or

                                     -280-


(ii) if the Special Servicer is the Defaulting Party, the transfer within two
(2) Business Days to the Trustee or a successor Special Servicer for
administration by it of all cash amounts that shall at the time be or should
have been credited by the Special Servicer to an REO Account, a Custodial
Account, a Servicing Account or a Reserve Account or should have been delivered
to the Master Servicer or that are thereafter received by or on behalf of it
with respect to any Trust Mortgage Loan, any Serviced Non-Trust Mortgage Loan
or, to the extent it relates to the foregoing, any REO Property; provided,
however, that the Master Servicer and the Special Servicer each shall, if
terminated pursuant to this Section 7.01(b), continue to be entitled to receive
all amounts accrued or owing to it under this Agreement on or prior to the date
of such termination, whether in respect of Advances or otherwise, and it shall
continue to be entitled to the benefits of Section 6.03 notwithstanding any such
termination. Any cost or expenses in connection with any actions to be taken by
any party hereto pursuant to this paragraph shall be borne by the Defaulting
Party and if not paid by the Defaulting Party within 90 days after the
presentation of reasonable documentation of such costs and expenses, such
expense shall be reimbursed by the Trust Fund; provided, however, that the
Defaulting Party shall not thereby be relieved of its liability for such
expenses. For purposes of this Section 7.01 and also for purposes of Section
7.03(b), the Trustee shall not be deemed to have knowledge of an event which
constitutes, or which with the passage of time or notice, or both, would
constitute an Event of Default unless a Responsible Officer of the Trustee
assigned to and working in the Trustee's Corporate Trust Office has actual
knowledge thereof or unless notice of any event which is in fact such an Event
of Default is received by the Trustee and such notice references the
Certificates, the Trust Fund or this Agreement.

       (c) In the case of an Event of Default under Section 7.01(a)(x) or (xi)
of which the Trustee has notice, the Trustee shall provide written notice
thereof to the Master Servicer promptly upon receipt of such notice.
Notwithstanding Section 7.01(b), if the Master Servicer receives a notice of
termination under Section 7.01(b) solely due to an Event of Default under
Section 7.01(a)(x) or (xi), and if the terminated Master Servicer provides the
Trustee with the appropriate "request for proposal" materials within five (5)
Business Days following such termination, then the Master Servicer shall
continue to serve in such capacity hereunder until a successor thereto is
selected in accordance with this Section 7.01(c) or the expiration of 45 days
from the Master Servicer's receipt of the notice of termination, whichever
occurs first. Upon receipt of such "request for proposal" materials from the
terminated Master Servicer, the Trustee shall promptly thereafter (using such
"request for proposal" materials) solicit good faith bids for the rights to
master service the Serviced Mortgage Loans and, to the extent applicable, the
Outside Serviced Trust Mortgage Loans under this Agreement from at least three
(3) Persons qualified to act as a successor Master Servicer hereunder in
accordance with Section 6.02 and Section 7.02 (any such Person so qualified, a
"Qualified Bidder") or, if three (3) Qualified Bidders cannot be located, then
from as many Persons as the Trustee can determine are Qualified Bidders;
provided that at the Trustee's request, the terminated Master Servicer shall
supply the Trustee with the names of Persons from whom to solicit such bids; and
provided, further, that the Trustee shall not be responsible if less than three
(3) or no Qualified Bidders submit bids for the right to master service the
Serviced Mortgage Loans and, to the extent applicable, the Outside Serviced
Trust Mortgage Loans under this Agreement. The bid proposal shall require any
Successful Bidder (as defined below), as a condition of such bid, to enter into
this Agreement as successor Master Servicer, and to agree to be bound by the
terms hereof, within 45 days after the receipt of notice of termination by the
terminated Master Servicer. The Trustee shall solicit bids on the basis of both:
(i) such successor Master Servicer (x) retaining all existing Sub-Servicers to
continue the primary servicing of the Serviced Mortgage Loans pursuant to the
terms of the respective Sub-Servicing Agreements and (y) entering into a
Sub-Servicing Agreement with the terminated Master Servicer under which the
terminated Master Servicer

                                     -281-


would sub-service each of the Serviced Mortgage Loans not then subject to a
Sub-Servicing Agreement at a sub-servicing fee rate per annum equal to the
related Master Servicing Fee Rate minus, in the case of each Trust Mortgage Loan
serviced, 0.015% per annum (each, a "Servicing-Retained Bid"); and (ii)
terminating each existing Sub-Servicing Agreement and Sub-Servicer that it is
permitted to terminate in accordance with Section 3.22 (each, a
"Servicing-Released Bid"). The Trustee shall select the Qualified Bidder with
the highest cash Servicing-Retained Bid (or, if none, the highest cash Servicing
Released Bid) (the "Successful Bidder") to act as successor Master Servicer
hereunder. The Trustee shall direct the Successful Bidder to enter into this
Agreement as successor Master Servicer pursuant to the terms hereof (and, if the
successful bid was a Servicing-Retained Bid, to enter into a Sub-Servicing
Agreement with the terminated Master Servicer as contemplated above) no later
than 45 days after the receipt of notice of termination by the terminated Master
Servicer.

       Upon the assignment and acceptance of the master servicing rights
hereunder to and by the Successful Bidder, the Trustee shall remit or cause to
be remitted (i) if the successful bid was a Servicing-Retained Bid, to the
terminated Master Servicer the amount of such cash bid received from the
Successful Bidder (net of "out-of-pocket" expenses incurred in connection with
obtaining such bid and transferring servicing) and (ii) if the successful bid
was a Servicing-Released Bid, to the Master Servicer and each terminated
Sub-Servicer its respective Bid Allocation.

       The terminated Master Servicer shall be responsible for all out-of-pocket
expenses incurred in connection with the attempt to sell its rights to master
service the Serviced Mortgage Loans and, to the extent applicable, the Outside
Serviced Trust Mortgage Loans, which expenses are not reimbursed to the party
that incurred such expenses pursuant to the preceding paragraph.

       If the Successful Bidder has not entered into this Agreement as successor
Master Servicer within 45 days after the terminated Master Servicer received
written notice of termination or no Successful Bidder was identified within such
45-day period, then the terminated Master Servicer shall reimburse the Trustee
for all reasonable "out-of-pocket" expenses incurred by the Trustee in
connection with such bid process and the Trustee shall have no further
obligations under this Section 7.01(c). The Trustee thereafter may act or may
select a successor to act as Master Servicer hereunder in accordance with
Section 7.02.

       (d) Notwithstanding Section 7.01(b) and Section 7.04, if any Event of
Default on the part of the Master Servicer occurs that: (1) affects a Serviced
Non-Trust Mortgage Loan Noteholder, and the Master Servicer is not otherwise
terminated in accordance with Section 7.01(b), then the Master Servicer may not
be terminated by or at the direction of the related Serviced Non-Trust Mortgage
Loan Noteholder, or (2) affects solely a Serviced Non-Trust Mortgage Loan
Noteholder, then the Master Servicer may not be terminated by the Trustee;
provided, however, in the case of (1) or (2), at the request of such affected
Serviced Non-Trust Mortgage Loan Noteholder, subject to the terms of the related
Co-Lender Agreement the Trustee shall require the Master Servicer to appoint,
within 30 days of the Trustee's request, a Sub-Servicer (or, if the related
Serviced Loan Combination is currently being sub-serviced, to replace, within 30
days of the Trustee's request, the then-current Sub-Servicer with a new
Sub-Servicer) with respect to the related Serviced Loan Combination. In
connection with the appointment of a Sub-Servicer in accordance with this
Section 7.01(d), the Master Servicer shall obtain, at its own expense, written
confirmation from each Rating Agency that such appointment will not result in an
Adverse Rating Event with respect to any Class of Certificates rated by such
Rating Agency. The related Sub-Servicing Agreement shall provide that any
Sub-Servicer appointed in accordance with this

                                     -282-


Section 7.01(d) shall be responsible for all duties, and shall be entitled to
all compensation, of the Master Servicer under this Agreement with respect to
the subject Serviced Loan Combination, except that the Master Servicer shall be
entitled to retain that portion of the Master Servicing Fee for the Trust
Mortgage Loan or REO Trust Mortgage Loan included in the subject Serviced Loan
Combination that accrues at a rate equal to 0.015% per annum. Such Sub-Servicing
Agreement shall also provide that such Sub-Servicer shall agree to become the
master servicer under a separate servicing agreement (as contemplated by the
related Co-Lender Agreement) in the event that the subject Serviced Loan
Combination is no longer to be serviced and administered hereunder, which
separate servicing agreement shall contain servicing and administration,
limitation of liability, indemnification and servicing compensation provisions
substantially similar to the corresponding provisions of this Agreement, except
for the fact that the subject Serviced Loan Combination and the related
Mortgaged Property shall be the sole assets serviced and administered thereunder
and the sole source of funds thereunder. If any Sub-Servicer appointed in
accordance with this Section 7.01(d) shall at any time resign or be terminated,
then (subject to the related Co-Lender Agreement) the Master Servicer shall be
required to promptly appoint a substitute Sub-Servicer, which appointment shall
not result in an Adverse Rating Event with respect to any Class of Certificates
rated by either Rating Agency (as evidenced in a writing obtained by the Master
Servicer, at its own expense, from each Rating Agency). In the event that a
successor Master Servicer is acting hereunder and such successor Master Servicer
desires to terminate the Sub-Servicer appointed under this Section 7.01(d), the
terminated Master Servicer that was responsible for the Event of Default that
led to the appointment of such Sub-Servicer shall be responsible for all costs
incurred in connection with such termination, including the payment of any
termination fee.

       Further notwithstanding Section 7.01(b) and Section 7.04, if any Event of
Default on the part of the Special Servicer occurs that affects a Serviced
Non-Trust Mortgage Loan Noteholder, and the Special Servicer is not otherwise
terminated in accordance with Section 7.01(b), then such Serviced Non-Trust
Mortgage Loan Noteholder may require the Trustee to terminate the duties and
obligations of the Special Servicer with respect to the related Serviced Loan
Combination only, but as to no other Serviced Mortgage Loan; and, in such event,
subject to any applicable consultation rights of any particular related Serviced
Non-Trust Mortgage Loan Noteholder under the related Co-Lender Agreement, the
Controlling Class Representative shall appoint in accordance with Section 6.09
(or, in the event of the failure of the Controlling Class Representative to so
appoint, the Trustee shall appoint in accordance with Section 7.02), within 30
days of such Serviced Non-Trust Mortgage Loan Noteholder's request, a
replacement special servicer with respect to the subject Serviced Loan
Combination. In connection with the appointment of a replacement special
servicer with respect to the subject Serviced Loan Combination at the request of
a related Serviced Non-Trust Mortgage Loan Noteholder in accordance with this
Section 7.01(d), the Trustee shall obtain written confirmation from each Rating
Agency that such appointment will not result in an Adverse Rating Event with
respect to any Class of Certificates rated by such Rating Agency (such rating
confirmation to be an expense of the terminated Special Servicer or, if not paid
thereby, an expense of the requesting Serviced Non-Trust Mortgage Loan
Noteholder). Any replacement special servicer appointed at the request of a
Serviced Non-Trust Mortgage Loan Noteholder in accordance with this Section
7.01(d) shall be responsible for all duties, and shall be entitled to all
compensation, of the Special Servicer under this Agreement with respect to the
subject Serviced Loan Combination. Any replacement special servicer appointed at
the request of a Serviced Non-Trust Mortgage Loan Noteholder in accordance with
this Section 7.01(d) hereby agrees to become, upon request, the special servicer
under a separate servicing agreement (as contemplated by the related Co-Lender
Agreement) in the event that the subject Serviced Loan Combination is no longer
to

                                     -283-



be serviced and administered hereunder, which separate servicing agreement shall
contain servicing and administration, limitation of liability, indemnification
and servicing compensation provisions substantially similar to the corresponding
provisions of this Agreement, except for the fact that the subject Serviced Loan
Combination and the related Mortgaged Property shall be the sole assets serviced
and administered thereunder and the sole source of funds thereunder. If any
replacement special servicer appointed at the request of a Serviced Non-Trust
Mortgage Loan Noteholder in accordance with this Section 7.01(d) shall at any
time resign or be terminated, then (subject to any applicable consultation
rights of any particular related Serviced Non-Trust Mortgage Loan Noteholder
under the related Co-Lender Agreement) the Controlling Class Representative in
accordance with Section 6.09 (or the Trustee in accordance with Section 7.02, if
the Controlling Class Representative fails to do so) shall be required to
promptly appoint a substitute replacement special servicer, which appointment
shall not result in an Adverse Rating Event (as evidenced in writing by each
Rating Agency) with respect to any Class of Certificates rated by such Rating
Agency.

       If a replacement special servicer is appointed with respect to a Serviced
Loan Combination at the request of a related Serviced Non-Trust Mortgage Loan
Noteholder in accordance with this Section 7.01(d) (any such replacement special
servicer, a "Loan Combination-Specific Special Servicer"), such that there are
multiple parties acting as Special Servicer hereunder, then, unless the context
clearly requires otherwise: (i) when used in the context of imposing duties and
obligations on the Special Servicer hereunder or the performance of such duties
and obligations, the term "Special Servicer" shall mean the related Loan
Combination-Specific Special Servicer, insofar as such duties and obligations
relate to a Serviced Loan Combination as to which a Loan Combination-Specific
Special Servicer has been appointed, and shall mean the General Special Servicer
(as defined below), in all other cases (provided that, in Section 3.13, Section
3.14 and Section 3.15, the term "Special Servicer" shall mean each of the Loan
Combination-Specific Special Servicer(s) and the General Special Servicer); (ii)
when used in the context of identifying the recipient of any information, funds,
documents, instruments and/or other items, the term "Special Servicer" shall
mean the related Loan Combination-Specific Special Servicer, insofar as such
information, funds, documents, instruments and/or other items relate to a
Serviced Loan Combination as to which a Loan Combination-Specific Special
Servicer has been appointed, and shall mean the General Special Servicer, in all
other cases; (iii) when used in the context of granting the Special Servicer the
right to purchase Specially Serviced Trust Mortgage Loans pursuant to Section
3.18, the term "Special Servicer" shall mean the related Loan
Combination-Specific Special Servicer, if such Specially Serviced Trust Mortgage
Loan is a Serviced Combination Trust Mortgage Loan as to which a Loan
Combination-Specific Special Servicer has been appointed, and shall mean the
General Special Servicer, in all other cases; (iv) when used in the context of
granting the Special Servicer the right to purchase all of the Trust Mortgage
Loans and any REO Properties remaining in the Trust Fund pursuant to Section
9.01, the term "Special Servicer" shall mean the General Special Servicer only;
(v) when used in the context of the Special Servicer being replaced, pursuant to
Section 6.09, by the Majority Controlling Class Certificateholder(s), the term
"Special Servicer" shall mean the General Special Servicer or any Loan
Combination-Specific Special Servicer, as applicable (provided that no Loan
Combination-Specific Special Servicer can be replaced by a Person that itself
had been replaced, pursuant to this Section 7.01(d), as the Special Servicer
with respect to the subject Loan Combination); (vi) when used in the context of
granting the Special Servicer any protections, limitations on liability,
immunities and/or indemnities hereunder, the term "Special Servicer" shall mean
each of the Loan Combination-Specific Special Servicer(s) and the General
Special Servicer; and (vii) when used in the context of requiring
indemnification from, imposing liability on, or exercising any remedies against,
the Special Servicer for any breach of a representation, warranty or

                                     -284-


covenant hereunder or for any negligence, bad faith or willful misconduct in the
performance of duties and obligations hereunder or any negligent disregard of
such duties and obligations or otherwise holding the Special Servicer
responsible for any of the foregoing, the term "Special Servicer" shall mean the
related Loan Combination-Specific Special Servicer or the General Special
Servicer, as applicable. References in this Section 7.01(d) to "General Special
Servicer" means the Person performing the duties and obligations of special
servicer with respect to the Mortgage Pool (exclusive of each Serviced Loan
Combination as to which a Loan Combination-Specific Special Servicer has been
appointed).

       In no event shall any waiver of an Event of Default pursuant to Section
7.04 affect the rights of any Serviced Non-Trust Mortgage Loan Noteholder under
this Section 7.01(d).

       (e) Pursuant to the terms of the Meriden Mall Servicing Agreement, if a
Meriden Mall Event of Default has occurred with respect to the Meriden Mall
Master Servicer or the Meriden Mall Special Servicer under the Meriden Mall
Servicing Agreement and remains unremedied, then the Trustee may, if materially
and adversely affected in its capacity as holder of the Meriden Mall Trust
Mortgage Loan or any Meriden Mall REO Trust Mortgage Loan, to the fullest extent
permitted by the Meriden Mall Servicing Agreement, either (i) waive such Meriden
Mall Event of Default (but only if directed to do so in accordance with Section
7.04), or (ii) in the case of a Meriden Mall Event of Default on the part of the
Meriden Mall Master Servicer, direct the appropriate party under the Meriden
Mall Servicing Agreement to require the appointment of a sub-servicer to perform
the duties of such defaulting Meriden Mall Servicer with respect to the Meriden
Mall Loan Pair or any related REO Property and/or, in the case of a Meriden Mall
Event of Default on the part of the Meriden Mall Special Servicer, to direct the
appropriate party under the Meriden Mall Servicing Agreement to terminate such
defaulting Meriden Mall Servicer and appoint a successor thereto for the Meriden
Mall Loan Pair or any related REO Property. In such event, the Trustee may (and,
at the direction of the Controlling Class Representative or the Holders of
Certificates entitled to at least 25% of the Voting Rights, is required to)
exercise the rights set forth in clause (ii) of the preceding sentence as the
holder of the Meriden Mall Trust Mortgage Loan or any Meriden Mall REO Trust
Mortgage Loan.

       (f) Pursuant to the terms of the Grace Building Servicing Agreement, if a
Grace Building Event of Default has occurred with respect to the Grace Building
Master Servicer or the Grace Building Special Servicer under the Grace Building
Servicing Agreement and remains unremedied, then the Trustee may, if materially
and adversely affected in its capacity as holder of the Grace Building Trust
Mortgage Loan or any Grace Building REO Trust Mortgage Loan, to the fullest
extent permitted by the Grace Building Servicing Agreement, either (i) waive
such Grace Building Event of Default (but only if directed to do so in
accordance with Section 7.04), or (ii) absent such waiver, direct the
appropriate party under the Grace Building Servicing Agreement to appoint an
Approved Sub-Servicer (as defined in the Grace Building Co-Lender Agreement),
selected by the Grace Building Noteholders then holding greater than 50% of the
then aggregate principal balance of the Grace Building Note A Mortgage Loans or,
if the Grace Building Note A Mortgage Loans are then being sub-serviced, to
replace the then current sub-servicer with a new Approved Sub-Servicer, in
accordance with the terms of the Grace Building Co-Lender Agreement, for the
Grace Building Loan Group or any related REO Property. In such event, the
Trustee may (and, at the direction of the Controlling Class Representative or
the Holders of Certificates entitled to at least 25% of the Voting Rights, is
required to) exercise the rights set forth in clause (ii) of the preceding
sentence as the holder of the Grace Building Trust Mortgage Loan or any Grace
Building REO Trust Mortgage Loan.

                                     -285-


       SECTION 7.02. Trustee to Act; Appointment of Successor.

       On and after the time the Master Servicer or the Special Servicer resigns
pursuant to Section 6.04 or receives a notice of termination pursuant to Section
7.01, the Trustee shall, unless and until a successor is appointed pursuant to
Section 6.04, Section 6.09, Section 7.01(c) or Section 7.01(d), be the successor
in all respects to the Master Servicer or the Special Servicer, as the case may
be, in its capacity as such under this Agreement and the transactions set forth
or provided for herein and shall have all (and the former Master Servicer or the
Special Servicer, as the case may be, shall cease to have any) of the
responsibilities, duties and liabilities of the Master Servicer or the Special
Servicer, as the case may be, arising thereafter, including, if the Master
Servicer is the resigning or terminated party, the Master Servicer's obligation
to make P&I Advances, including in connection with any termination of the Master
Servicer for an Event of Default described in clause 7.01(a)(iii), the unmade
P&I Advances that gave rise to such Event of Default; provided that any failure
to perform such duties or responsibilities caused by the Master Servicer's or
the Special Servicer's, as the case may be, failure to provide information or
monies required by Section 7.01 shall not be considered a default by the Trustee
hereunder. The Trustee shall not be liable for any of the representations and
warranties of the resigning or terminated party or for any losses incurred by
the resigning or terminated party pursuant to Section 3.06 hereunder nor shall
the Trustee be required to purchase any Mortgage Loan hereunder. As compensation
therefor, subject to the last sentence of the second paragraph of Section
3.11(c), the Trustee shall be entitled to all fees and other compensation which
the resigning or terminated party would have been entitled to if the resigning
or terminated party had continued to act hereunder.

       Notwithstanding the above, the Trustee may, if it shall be unwilling to
so act as either Master Servicer or Special Servicer, as the case may be, or
shall, if it is unable to so act as either Master Servicer or Special Servicer,
as the case may be, or if the Trustee is not approved as a master servicer or a
special servicer, as the case may be, by any of the Rating Agencies, or if the
Holders of Certificates entitled to a majority of the Voting Rights so request
in writing to the Trustee, promptly appoint (subject, in the case of a resigning
or terminated Special Servicer, to any applicable consultation rights of any
particular related Serviced Non-Trust Mortgage Loan Noteholder(s) under the
related Co-Lender Agreement), or petition a court of competent jurisdiction to
appoint, any established mortgage loan servicing institution as the successor to
the resigning or terminated Master Servicer or the Special Servicer, as the case
may be, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the resigning or terminated Master Servicer or the
Special Servicer, as the case may be, hereunder; provided, however, that no such
appointee shall succeed to the rights and obligations of the Master Servicer or
Special Servicer hereunder unless (i) as confirmed in writing by each Rating
Agency, such succession will not result in an Adverse Rating Event with respect
to any Class of Certificates rated by such Rating Agency, and (ii) such
appointee makes the applicable representations and warranties set forth in
Section 3.23 or Section 3.24, as applicable; and provided, further, that in the
case of a resigning or terminated Special Servicer, such appointment shall be
subject to the rights of the Majority Controlling Class Certificateholder(s) to
designate a successor pursuant to Section 6.09. No appointment of a successor to
the Master Servicer or the Special Servicer hereunder shall be effective until
the assumption by the successor to such party of all its responsibilities,
duties and liabilities under this Agreement. Pending appointment of a successor
to the Master Servicer or the Special Servicer hereunder, the Trustee shall act
in such capacity as hereinabove provided. In connection with any such
appointment and assumption described herein, the Trustee may make such
arrangements for the compensation of such successor out of payments on the
Serviced Mortgage Loans and the Administered REO Properties as it and such
successor shall agree, subject to the terms of this Agreement and/or the

                                     -286-


related Co-Lender Agreement limiting the use of funds received in respect of a
Serviced Loan Combination to matters related to such Loan Combination; provided,
however, that no such compensation shall be in excess of that permitted the
resigning or terminated party hereunder. Such successor and the other parties
hereto shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.

       SECTION 7.03. Notification to Certificateholders.

       (a) Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.04, any termination of the Master Servicer or the Special
Servicer pursuant to Section 7.01, any appointment of a successor to the Master
Servicer or the Special Servicer pursuant to Section 7.02 or the effectiveness
of any designation of a new Special Servicer pursuant to Section 6.09, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register and to each Serviced
Non-Trust Mortgage Loan Noteholder.

       (b) Not later than 10 days after a Responsible Officer of the Trustee has
notice of the occurrence of any event which constitutes or, with notice or lapse
of time or both, would constitute an Event of Default, a Meriden Mall Event of
Default or a Grace Building Event of Default, the Trustee shall transmit by mail
to the Depositor, all the Certificateholders and the Rating Agencies notice of
such occurrence, unless such default shall have been cured.

       SECTION 7.04. Waiver of Events of Default, Meriden Mall Events of Default
                     and Grace Building Events of Default.

       The Holders representing at least 66-2/3% of the Voting Rights allocated
to each Class of Certificates affected by any Event of Default hereunder, any
Meriden Mall Event of Default under the Meriden Mall Servicing Agreement or any
Grace Building Event of Default under the Grace Building Servicing Agreement may
waive such Event of Default or, to the extent it is permitted to do so under the
Meriden Mall Servicing Agreement or the Grace Building Servicing Agreement, as
applicable, such Meriden Mall Event of Default or such Grace Building Event of
Default, as the case may be; provided, however, that an Event of Default under
any of clauses (i), (ii), (iii), (x) and (xi) of Section 7.01(a) or any
comparable Meriden Mall Event of Default or Grace Building Event of Default may
be waived only by all of the Certificateholders of the affected Classes. Upon
any such waiver of an Event of Default, Meriden Mall Event of Default or Grace
Building Event of Default, such Event of Default or, to the extent it is in fact
waived under the Meriden Mall Servicing Agreement or the Grace Building
Servicing Agreement, as applicable, such Meriden Mall Event of Default or such
Grace Building Event of Default, as the case may be, shall cease to exist and
shall be deemed to have been remedied for every purpose hereunder (except as
otherwise provided in Section 7.01(d)). No such waiver shall extend to any
subsequent or other Event of Default, Meriden Mall Event of Default or Grace
Building Event of Default, as the case may be, or impair any right consequent
thereon except to the extent expressly so waived. Notwithstanding any other
provisions of this Agreement, for purposes of waiving any Event of Default,
Meriden Mall Event of Default or Grace Building Event of Default pursuant to
this Section 7.04, Certificates registered in the name of the Depositor or any
Affiliate of the Depositor shall be entitled to Voting Rights with respect to
the matters described above.

                                     -287-


       SECTION 7.05. Additional Remedies of Trustee Upon Event of Default,
                     Meriden Mall Event of Default or Grace Building Event of
                     Default.

       During the continuance of any Event of Default, Meriden Mall Event of
Default or Grace Building Event of Default, so long as such Event of Default,
Meriden Mall Event of Default or Grace Building Event of Default shall not have
been remedied, the Trustee, in addition to the rights specified in Section 7.01,
shall have the right, in its own name and as trustee of an express trust and on
behalf of any Serviced Non-Trust Mortgage Loan Noteholder, to take all actions
now or hereafter existing at law, in equity or by statute to enforce its rights
and remedies and to protect the interests, and enforce the rights and remedies,
of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy, and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default, Meriden Mall
Event of Default or Grace Building Event of Default, as the case may be.

                                     -288-


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE


       SECTION 8.01. Duties of Trustee.

       (a) The Trustee, prior to the occurrence of an Event of Default, a
Meriden Mall Event of Default or a Grace Building Event of Default and after the
curing or waiver of all Events of Default, Meriden Mall Events of Default and
Grace Building Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. If an Event of Default, a Meriden Mall Event of Default or a Grace
Building Event of Default occurs and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in their exercise as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs; provided that if
the Trustee is acting as Master Servicer or Special Servicer, it shall act in
accordance with the Servicing Standard. Any permissive right of the Trustee
contained in this Agreement shall not be construed as a duty.

       (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall take such action as it deems appropriate to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer, and accepted by the Trustee in good faith,
pursuant to this Agreement.

       (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:

           (i) Prior to the occurrence of an Event of Default, a Meriden Mall
  Event of Default or a Grace Building Event of Default, and after the curing of
  all such Events of Default, Meriden Mall Events of Default or Grace Building
  Events of Default which may have occurred, the duties and obligations of the
  Trustee shall be determined solely by the express provisions of this
  Agreement, the Trustee shall not be liable except for the performance of such
  duties and obligations as are specifically set forth in this Agreement, no
  implied covenants or obligations shall be read into this Agreement against the
  Trustee and, in the absence of bad faith on the part of the Trustee, the
  Trustee may conclusively rely, as to the truth of the statements and the
  correctness of the opinions expressed therein, upon any certificates or
  opinions furnished to the Trustee and conforming to the requirements of this
  Agreement;

           (ii) The Trustee shall not be personally liable for an error of
  judgment made in good faith by a Responsible Officer or Responsible Officers
  of the Trustee, unless it shall be proved that the Trustee was negligent in
  ascertaining the pertinent facts;

                                     -289-


           (iii) The Trustee shall not be personally liable with respect to any
  action taken, suffered or omitted to be taken by it in good faith in
  accordance with the terms of this Agreement and the direction of the
  Controlling Class or Holders of Certificates entitled to at least 25% of the
  Voting Rights, relating to the time, method and place of conducting any
  proceeding for any remedy available to the Trustee, or exercising any trust or
  power conferred upon the Trustee, under this Agreement or, as holder of the
  Meriden Mall Trust Mortgage Loan, any Meriden Mall REO Trust Mortgage Loan,
  the Grace Building Trust Mortgage Loan or any Grace Building REO Trust
  Mortgage Loan, under the Meriden Mall Co-Lender Agreement, the Meriden Mall
  Servicing Agreement, the Grace Building Co-Lender Agreement or the Grace
  Building Servicing Agreement, as the case may be; and

           (iv) The protections, immunities and indemnities afforded to the
  Trustee hereunder shall also be available to it in its capacity as
  Authenticating Agent, Certificate Registrar, Tax Administrator and Custodian.

       SECTION 8.02. Certain Matters Affecting Trustee.

       Except as otherwise provided in Section 8.01 and Article X:

           (i) the Trustee may rely upon and shall be protected in acting or
  refraining from acting upon any resolution, Officer's Certificate, certificate
  of auditors or any other certificate, statement, instrument, opinion, report,
  notice, request, consent, order, appraisal, bond or other paper or document
  reasonably believed by it to be genuine and to have been signed or presented
  by the proper party or parties;

           (ii) the Trustee may consult with counsel and the written advice of
  such counsel or any Opinion of Counsel shall be full and complete
  authorization and protection in respect of any action taken or suffered or
  omitted by it hereunder in good faith and in accordance therewith;

           (iii) the Trustee shall be under no obligation to exercise any of the
  trusts or powers vested in it by this Agreement or to make any investigation
  of matters arising hereunder or, except as provided in Section 10.01 or 10.02,
  to institute, conduct or defend any litigation hereunder or in relation
  hereto, at the request, order or direction of any of the Certificateholders,
  pursuant to the provisions of this Agreement, unless such Certificateholders
  shall have offered to the Trustee reasonable security or indemnity against the
  costs, expenses and liabilities which may be incurred therein or thereby;
  except as provided in Section 10.01 or 10.02, the Trustee shall not be
  required to expend or risk its own funds or otherwise incur any financial
  liability in the performance of any of its duties hereunder, or in the
  exercise of any of its rights or powers, if it shall have reasonable grounds
  for believing that repayment of such funds or adequate indemnity against such
  risk or liability is not reasonably assured to it; nothing contained herein
  shall, however, relieve the Trustee of the obligation, upon the occurrence of
  an Event of Default, a Meriden Mall Event of Default or a Grace Building Event
  of Default which has not been cured, to exercise such of the rights and powers
  vested in it by this Agreement, and to use the same degree of care and skill
  in their exercise as a prudent man would exercise or use under the
  circumstances in the conduct of his own affairs;

                                     -290-


           (iv) the Trustee shall not be personally liable for any action
  reasonably taken, suffered or omitted by it in good faith and believed by it
  to be authorized or within the discretion or rights or powers conferred upon
  it by this Agreement;

           (v) prior to the occurrence of an Event of Default, a Meriden Mall
  Event of Default or a Grace Building Event of Default and after the curing of
  all Events of Default, Meriden Mall Events of Default and Grace Building
  Events of Default which may have occurred, and except as may be provided in
  Section 10.01 or 10.02, the Trustee shall not be bound to make any
  investigation into the facts or matters stated in any resolution, certificate,
  statement, instrument, opinion, report, notice, request, consent, order,
  approval, bond or other paper or document, unless requested in writing to do
  so by Holders of Certificates entitled to at least 25% of the Voting Rights;
  provided, however, that if the payment within a reasonable time to the Trustee
  of the costs, expenses or liabilities likely to be incurred by it in the
  making of such investigation is, in the opinion of the Trustee, not reasonably
  assured to the Trustee by the security afforded to it by the terms of this
  Agreement, the Trustee may require reasonable indemnity against such expense
  or liability as a condition to taking any such action;

           (vi) the Trustee may execute any of the trusts or powers hereunder or
  perform any duties hereunder either directly or by or through agents or
  attorneys; provided, however, that the Trustee shall remain responsible for
  all acts and omissions of such agents or attorneys within the scope of their
  employment to the same extent as it is responsible for its own actions and
  omissions hereunder; and

           (vii) the Trustee shall not be responsible for any act or omission of
  the Master Servicer or the Special Servicer (unless the Trustee is acting as
  Master Servicer or Special Servicer) or the Depositor.

       SECTION 8.03. Trustee and Fiscal Agent Not Liable for Validity or
                     Sufficiency of Certificates or Mortgage Loans.

       The recitals contained herein and in the Certificates, other than the
statements attributed to the Trustee and the Fiscal Agent in Article II and
Section 8.16 and Section 8.18 and the signature of the Certificate Registrar and
the Authenticating Agent set forth on each outstanding Certificate, shall not be
taken as the statements of the Trustee or the Fiscal Agent, and neither the
Trustee nor the Fiscal Agent shall assume any responsibility for their
correctness. Except as expressly set forth in Section 8.16 and 8.18, the Trustee
and the Fiscal Agent make no representations as to the validity or sufficiency
of this Agreement or of any Certificate (other than as to the signature of the
Trustee set forth thereon) or of any Mortgage Loan or related document. The
Trustee and the Fiscal Agent shall not be accountable for the use or application
by the Depositor of any of the Certificates issued to it or of the proceeds of
such Certificates, or for the use or application of any funds paid to the
Depositor in respect of the assignment of the Trust Mortgage Loans to the Trust
Fund, or any funds deposited in or withdrawn from a Custodial Account or any
other account by or on behalf of the Depositor, the Master Servicer or the
Special Servicer. The Trustee and the Fiscal Agent shall not be responsible for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Depositor, the
Master Servicer or the Special Servicer, and accepted by the Trustee in good
faith, pursuant to this Agreement.

                                     -291-


       SECTION 8.04. Trustee and Fiscal Agent May Own Certificates.

       The Trustee, the Fiscal Agent or any agent of the Trustee or the Fiscal
Agent, in its individual or any other capacity, may become the owner or pledgee
of Certificates with (except as otherwise provided in the definition of
"Certificateholder") the same rights it would have if it were not the Trustee,
such Fiscal Agent or such agent, as the case may be.

       SECTION 8.05. Fees and Expenses of Trustee; Indemnification of and by
                     Trustee.

       (a) On each Distribution Date, the Trustee shall withdraw from the
general funds on deposit in the Collection Account, prior to any distributions
to be made therefrom on such date, and pay to itself the Trustee Fee for such
Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates, as compensation for all services rendered by the Trustee in
the execution of the trusts hereby created and in the exercise and performance
of any of the powers and duties of the Trustee hereunder. Except as otherwise
provided in Section 3.06, the Trustee Fees (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
shall constitute the Trustee's sole compensation for such services to be
rendered by it.

       (b) The Trustee and any director, officer, employee or agent of the
Trustee shall be entitled to be indemnified for and held harmless by the Trust
Fund out of the Pool Custodial Account and the Collection Account (and, to the
extent that a Serviced Loan Combination or any related REO Property is affected,
by the Trust Fund and/or the related Serviced Non-Trust Mortgage Loan
Noteholder(s) out of the related Loan Combination Custodial Account) against any
loss, liability or reasonable "out-of-pocket" expense (including costs and
expenses incurred in connection with removal of the Special Servicer and Master
Servicer pursuant to Sections 7.01 and 7.02, costs and expenses of litigation,
and of investigation, counsel fees, damages, judgments and amounts paid in
settlement) arising out of, or incurred in connection with, this Agreement or
the Certificates ("Trustee Liability"); provided that such loss, liability or
expense constitutes an "unanticipated expense" within the meaning of Treasury
regulations section 1.860G-1(b)(3)(ii); and provided, further, that neither the
Trustee nor any of the other above specified Persons shall be entitled to
indemnification pursuant to this Section 8.05(b) for (1) any liability
specifically required to be borne thereby pursuant to the terms of this
Agreement, or (2) any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of, or the negligent
disregard of, the Trustee's obligations and duties hereunder, or as may arise
from a breach of any representation, warranty or covenant of the Trustee made
herein, or (3) any loss, liability or expense that constitutes an Advance (the
reimbursement of which has otherwise been provided for herein) or allocable
overhead. The provisions of this Section 8.05(b) and of Section 8.05(c) shall
survive any resignation or removal of the Trustee and appointment of a successor
trustee.

       (c) If the Trustee Liability arises from the issuance or sale of the
Certificates and the indemnification provided for in Section 8.05(b) is invalid
or unenforceable, then the Trust Fund shall contribute to the amount paid or
payable by the Trustee as a result of such Trustee Liability in such proportion
as is appropriate to reflect the relative fault of any of the other parties on
the one hand and the Trustee on the other in connection with the actions or
omissions which resulted in such Trustee Liability, as well as any other
relevant equitable considerations.

       (d) The Trustee shall indemnify and hold harmless the Trust Fund against
any losses arising out of any errors made solely by the Trustee in calculating
distributions to be made hereunder

                                     -292-


and any other calculation or reporting hereunder (in each case not attributable
to information provided to the Trustee by the Master Servicer or the Special
Servicer); provided that such loss arose by reason of willful misfeasance, bad
faith or negligence on the part of the Trustee. The provisions of this Section
8.05(d) shall survive any resignation or removal of the Trustee and appointment
of a successor trustee.

       SECTION 8.06. Eligibility Requirements for Trustee.

       (a) The Trustee hereunder shall at all times be a bank, a trust company,
an association or a corporation organized and doing business under the laws of
the United States of America or any state thereof or the District of Columbia,
authorized under such laws to exercise trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by
federal or state banking authority. If such bank, trust company, association or
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this section the combined capital and surplus of such bank,
trust company, association or corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. The Trustee shall at all times maintain a long-term unsecured debt
rating of at least (a) "AA-" from S&P (or "A+" from S&P, if the Trustee's
short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3" from
Moody's, or (b) in the case of either Rating Agency, (i) "A-" from S&P and "A3"
from Moody's, if a Fiscal Agent meeting the requirements of Section 8.17(a) is
then currently acting in such capacity, or (ii) such other rating as shall not
result in an Adverse Rating Event with respect to any Class of Certificates, as
confirmed in writing by such Rating Agency. The Trustee shall at all times
satisfy the requirements of Section 26(a)(1) of the Investment Company Act of
1940, as amended. The Trustee's acting in such capacity shall not adversely
affect the application of the Prohibited Transaction Exemption to the Investment
Grade Certificates. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07;
provided that the Trustee shall not be required to resign due to the existence
of an affiliation described in the last sentence of this Section 8.06 until such
time as it has actual knowledge or receives written notice of the existence of
such affiliation; and provided, further, that if the Trustee shall cease to be
so eligible because its combined capital and surplus is no longer at least
$50,000,000 or its long-term unsecured debt rating no longer conforms to the
requirements of the immediately preceding sentence, and if the Trustee proposes
to the other parties hereto to enter into an agreement with (and reasonably
acceptable to) each of them, and if in light of such agreement the Trustee's
continuing to act in such capacity would not (as evidenced in writing by each
Rating Agency) cause an Adverse Rating Event with respect to any Class of
Certificates, then upon the execution and delivery of such agreement the Trustee
shall not be required to resign, and may continue in such capacity, for so long
as none of the ratings assigned by the Rating Agencies to the Certificates is
adversely affected thereby. The bank, trust company, corporation or association
serving as Trustee may have normal banking and trust relationships with the
Depositor, the Master Servicer, the Special Servicer and their respective
Affiliates. Notwithstanding the foregoing, except to the extent permitted or
required by Section 7.02, the Trustee shall not be an "affiliate" (as such term
is defined in Section III of PTE 2000-58) of the Master Servicer, the Special
Servicer, any Sub-Servicer, any Outside Servicer, the Depositor, or any obligor
with respect to Trust Mortgage Loans constituting more than 5% of the aggregate
unamortized principal balance of the Mortgage Pool as of the Closing Date or any
"affiliate" (as such term is defined in Section III of PTE 2000-58) of any such
Person.

                                     -293-


       SECTION 8.07. Resignation and Removal of Trustee.

       (a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor, the Master
Servicer, the Special Servicer, all Certificateholders and all Serviced
Non-Trust Mortgage Loan Noteholders. Upon receiving such notice of resignation,
the Depositor shall promptly appoint a successor trustee acceptable to the
Depositor by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee and to the successor trustee. A copy of such
instrument shall be delivered to the Master Servicer, the Special Servicer, the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders by the
Depositor. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

       (b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, or if the Trustee
shall fail (other than by reason of the failure of either the Master Servicer or
the Special Servicer to timely perform its obligations hereunder or as a result
of other circumstances beyond the Trustee's reasonable control) to timely
deliver or otherwise make available in accordance with this Agreement any
current or revised Distribution Date Statement, CMSA Loan Periodic Update File,
CMSA Property File, CMSA Financial File or other report or statement required by
Section 4.02 and such failure shall continue unremedied for a period of five
days after receipt of written notice by the Trustee of such failure, or if a tax
is imposed or threatened with respect to the Trust Fund by any state in which
the Trustee is located or in which it holds any portion of the Trust Fund, then
the Depositor may remove the Trustee and appoint a successor trustee acceptable
to the Depositor and the Master Servicer by written instrument, in duplicate,
which instrument shall be delivered to the Trustee so removed and to the
successor trustee. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer, the Certificateholders and the Serviced
Non-Trust Mortgage Loan Noteholders by the successor trustee so appointed.

       (c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered to the Master Servicer, one complete set to the Trustee so removed
and one complete set to the successor trustee so appointed. A copy of such
instrument shall be delivered to the Depositor, the Special Servicer, the
remaining Certificateholders and the Serviced Non-Trust Mortgage Loan
Noteholders by the successor trustee so appointed.

       (d) In the event that the Trustee is terminated or removed pursuant to
this Section 8.07, all of its and any corresponding Fiscal Agent's rights and
obligations under this Agreement and (as among the parties hereto) in and to the
Trust Mortgage Loans and the Serviced Non-Trust Mortgage Loans shall be
terminated, other than any rights or obligations that accrued prior to the date
of such termination or removal (including the right to receive all fees,
expenses and other amounts (including P&I Advances and any accrued interest
thereon) accrued or owing to it under this Agreement, with

                                     -294-


respect to periods prior to the date of such termination or removal, and no
termination without cause shall be effective until the payment of such amounts
to the Trustee and such Fiscal Agent).

       (e) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.

       SECTION 8.08. Successor Trustee.

       (a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the Master Servicer, the
Special Servicer and to the predecessor trustee an instrument accepting such
appointment hereunder and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The predecessor trustee
shall deliver to the successor trustee (at the expense of the Certificateholders
that effected the removal, if the Trustee has been removed in accordance with
Section 8.07(c) without cause or if such expenses are not paid by such
Certificateholders within 90 days after they are incurred, at the expense of the
Trust, provided that such Certificateholders shall remain liable to the Trust
for such expenses) all Mortgage Files and related documents and statements held
by it hereunder (other than any Mortgage Files at the time held on its behalf by
a third-party Custodian, which Custodian shall become the agent of the successor
trustee), and the Depositor, the Master Servicer, the Special Servicer and the
predecessor trustee shall execute and deliver such instruments and do such other
things as may reasonably be required to more fully and certainly vest and
confirm in the successor trustee all such rights, powers, duties and
obligations, and to enable the successor trustee to perform its obligations
hereunder.

       (b) No successor trustee shall accept appointment as provided in this
Section 8.08, unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06.

       (c) Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, such successor trustee shall mail notice of the succession of
such trustee hereunder to the Depositor, the Master Servicer, the Special
Servicer, the Certificateholders and the Serviced Non-Trust Mortgage Loan
Noteholders.

       SECTION 8.09. Merger or Consolidation of Trustee and Fiscal Agent.

       Any entity into which the Trustee or the Fiscal Agent may be merged or
converted, or with which the Trustee or the Fiscal Agent may be consolidated, or
any entity resulting from any merger, conversion or consolidation to which the
Trustee or the Fiscal Agent shall be a party, or any entity succeeding to the
corporate trust business of the Trustee, shall be the successor of the Trustee
or such Fiscal Agent, as the case may be, hereunder, provided such entity shall
be eligible under the provisions of Section 8.06 or Section 8.17, as applicable,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

                                     -295-


       SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.

       (a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Trustee shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees,
of all or any part of the Trust Fund, and to vest in such Person or Persons, in
such capacity, such title to the Trust Fund, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Master Servicer and the Trustee may consider necessary
or desirable. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.

       (b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer or the Special Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.

       (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

       (d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall cease to exist, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts vested therein pursuant to
the applicable instrument of appointment and this Section 8.10, shall vest in
and be exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

       (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

                                     -296-


       SECTION 8.11. Appointment of Custodians.

       The Trustee may appoint at the Trustee's expense one or more Custodians
to hold all or a portion of the Mortgage Files as agent for the Trustee. Each
Custodian shall be a depository institution supervised and regulated by a
federal or state banking authority, shall have combined capital and surplus of
at least $10,000,000, shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File and shall not be the Depositor, any Mortgage
Loan Seller or any Affiliate of any of them. Neither the Master Servicer nor the
Special Servicer shall have any duty to verify that any such Custodian is
qualified to act as such in accordance with the preceding sentence. The Trustee
may enter into agreements to appoint a Custodian which is not the Trustee,
provided that such agreement: (i) is consistent with this Agreement in all
material respects and requires the Custodian to comply with all of the
applicable conditions of this Agreement; (ii) provides that if the Trustee shall
for any reason no longer act in the capacity of Trustee hereunder, the successor
trustee or its designee may thereupon assume all of the rights and, except to
the extent they arose prior to the date of assumption, obligations of the
Custodian under such agreement or, alternatively, may terminate such agreement
without cause and without payment of any penalty or termination fee; and (iii)
may provide that the related Custodian will be entitled to be indemnified out of
the assets of the Trust Fund in connection with losses arising from the
performance by such Custodian of its duties in accordance with the provisions of
the related custodial agreement if and to the extent such indemnification would
be permitted under Section 8.05(b) with respect to agents of the Trustee. The
appointment of one or more Custodians shall not relieve the Trustee from any of
its obligations hereunder, and the Trustee shall remain responsible for all acts
and omissions of any Custodian. In the absence of any other Person appointed in
accordance herewith acting as Custodian, the Trustee agrees to act in such
capacity in accordance with the terms hereof. Notwithstanding anything herein to
the contrary, if the Trustee is no longer the Custodian, any provision or
requirement herein requiring notice or any information or documentation to be
provided to the Custodian shall be construed to require that such notice,
information or documents also be provided to the Trustee. Any Custodian
hereunder shall at all times maintain a fidelity bond and errors and omissions
policy in amounts customary for custodians performing duties similar to those
set forth in this Agreement and, in any event, satisfying the same requirements
(including as to the insurer) as are applicable to any such bond or policy
required to be maintained by the Master Servicer pursuant to Section 3.07. Any
engagement of a third party to act as Custodian with respect to the Mortgage
File or any portion thereof with respect to a Serviced Loan Combination shall be
subject to any relevant provisions of the related Co-Lender Agreement.

       SECTION 8.12. Appointment of Authenticating Agents.

       (a) The Trustee may appoint at the Trustee's expense an Authenticating
Agent, which shall be authorized to act on behalf of the Trustee in
authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, with the obligations
and responsibilities herein. Each Authenticating Agent must be organized and
doing business under the laws of the United States of America or of any State,
authorized under such laws to carry on a trust business, have a combined capital
and surplus of at least $15,000,000, and be subject to supervision or
examination by federal or state authorities. Each Authenticating Agent shall be
subject to the same obligations, standard of care, protection and indemnities as
would be imposed on, or would protect, the Trustee hereunder. The appointment of
an Authenticating Agent shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible and liable for
all acts and omissions of the

                                     -297-


Authenticating Agent. In the absence of any other Person appointed in accordance
herewith acting as Authenticating Agent, the Trustee hereby agrees to act in
such capacity in accordance with the terms hereof. Notwithstanding anything
herein to the contrary, if the Trustee is no longer the Authenticating Agent,
any provision or requirement herein requiring notice or any information or
documentation to be provided to the Authenticating Agent shall be construed to
require that such notice, information or documentation also be provided to the
Trustee.

       (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

       (c) Any Authenticating Agent appointed in accordance with this Section
8.12 may at any time resign by giving at least 30 days' advance written notice
of resignation to the Trustee, the Certificate Registrar, the Master Servicer,
the Special Servicer and the Depositor. The Trustee may at any time terminate
the agency of any Authenticating Agent appointed in accordance with this Section
8.12 by giving written notice of termination to such Authenticating Agent, the
Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a
notice of such a resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.12, the Trustee may appoint a successor
Authenticating Agent, in which case the Trustee shall give written notice of
such appointment to the Master Servicer, the Certificate Registrar and the
Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.12. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent.

       SECTION 8.13. Appointment of Tax Administrators.

       (a) The Trustee may appoint at the Trustee's expense any Person with
appropriate tax-related experience to act as Tax Administrator hereunder;
provided that, in the absence of any other Person appointed in accordance
herewith acting as Tax Administrator, the Trustee agrees to act in such capacity
in accordance with the terms hereof. The appointment of a Tax Administrator
shall not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible for all acts and omissions of the Tax
Administrator. The Trustee shall cause any such Tax Administrator appointed by
it to execute and deliver to the Trustee an instrument in which such Tax
Administrator shall agree to act in such capacity, with the obligations and
responsibilities herein.

       (b) Any Person into which any Tax Administrator may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Tax Administrator shall be a
party, or any Person succeeding to the corporate agency business of any Tax
Administrator, shall continue to be the Tax Administrator without the execution
or filing of any paper or any further act on the part of the Trustee or the Tax
Administrator.

                                     -298-


       (c) Any Tax Administrator appointed in accordance with this Section 8.13
may at any time resign by giving at least 30 days' advance written notice of
resignation to the Trustee, the Certificate Registrar, the Master Servicer, the
Special Servicer and the Depositor. The Trustee may at any time terminate the
agency of any Tax Administrator appointed in accordance with this Section 8.13
by giving written notice of termination to such Tax Administrator, the Master
Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice
of such a resignation or upon such a termination, or in case at any time any Tax
Administrator shall cease to be eligible in accordance with the provisions of
this Section 8.13, the Trustee may appoint a successor Tax Administrator, in
which case the Trustee shall give written notice of such appointment to the
Master Servicer, the Special Servicer and the Depositor and shall mail notice of
such appointment to all Holders of Certificates; provided, however, that no
successor Tax Administrator shall be appointed unless eligible under the
provisions of this Section 8.13. Any successor Tax Administrator upon acceptance
of its appointment hereunder shall become vested with all the rights, powers,
duties and responsibilities of its predecessor hereunder, with like effect as if
originally named as Tax Administrator.

       SECTION 8.14. Access to Certain Information.

       (a) The Trustee shall afford to the Master Servicer, the Special Servicer
and the Depositor, and to the OTS, the FDIC and any other banking or insurance
regulatory authority that may exercise authority over any Certificateholder or
Certificate Owner, access to any documentation regarding the Trust Mortgage
Loans within its control that may be required to be provided by this Agreement
or by applicable law. Such access shall be afforded without charge but only upon
reasonable prior written request and during normal business hours at the offices
of the Trustee designated by it.

       (b) The Trustee shall maintain in its possession and, upon reasonable
prior written request and during normal business hours, shall make available at
its offices for review by the Depositor, the Rating Agencies, the Serviced
Non-Trust Mortgage Loan Noteholders and their respective designees, the
Controlling Class Representative and, subject to the succeeding paragraph, any
Certificateholder, Certificate Owner or Person identified to the Trustee as a
prospective Transferee of a Certificate or an interest therein, originals and/or
copies of the following items: (i) the Prospectus, any private placement
memorandum and any other disclosure document relating to the Certificates, in
the form most recently provided to the Trustee by the Depositor or by any Person
designated by the Depositor; (ii) this Agreement, each Sub-Servicing Agreement
delivered to the Trustee since the Closing Date and any amendments hereto or
thereto; (iii) all Certificateholder Reports made available to
Certificateholders pursuant to Section 4.02(a) since the Closing Date; (iv) all
Annual Performance Certifications delivered by the Master Servicer and the
Special Servicer, respectively, to the Trustee since the Closing Date; (v) all
Annual Accountants' Reports caused to be delivered by or on behalf of the Master
Servicer and the Special Servicer, respectively, to the Trustee since the
Closing Date; (vi) any and all notices and reports delivered to the Trustee with
respect to any Mortgaged Property as to which the environmental testing
contemplated by Section 3.09(c) revealed that either of the conditions set forth
in clauses (i) and (ii) of the first sentence thereof was not satisfied; (vii)
each of the Mortgage Files, including any and all modifications, extensions,
waivers and amendments of the terms of a Trust Mortgage Loan or Serviced
Non-Trust Mortgage Loan entered into or consented to by the Special Servicer and
delivered to the Trustee pursuant to Section 3.20; (viii) the most recent
appraisal for each Mortgaged Property and REO Property that has been delivered
to the Trustee (each appraisal obtained hereunder with respect to any Mortgaged
Property or REO Property to be delivered to the Trustee by the Master Servicer
or Special Servicer, as applicable, promptly following its having been
obtained);

                                     -299-


(ix) any and all Officer's Certificates and other evidence delivered to or by
the Trustee to support its, the Master Servicer's, the Special Servicer's or the
Fiscal Agent's, as the case may be, determination that any Advance was (or, if
made, would be) a Nonrecoverable Advance; (x) any and all information provided
to the Trustee pursuant to Section 6.11(a) or Section 6.12(a); (xi) any
exception report prepared by the Trustee pursuant to Section 2.02(b); (xii) all
notices of a breach of representation and warranty given by or received by the
Trustee with respect to any party hereto; and (xiii) any Officer's Certificate
delivered to the Trustee by the Special Servicer in connection with a Final
Recovery Determination pursuant to Section 3.09(h); (xiv) any and all reports,
statements and other written or electronic information relating to the Meriden
Mall Trust Mortgage Loan, the Meriden Mall Mortgaged Property and/or the
borrower under the Meriden Mall Trust Mortgage Loan, to the extent such items
were received by the Master Servicer from the Meriden Mall Master Servicer or
the Meriden Mall Trustee and delivered to the Trustee since the Closing Date;
and (xv) any and all reports, statements and other written or electronic
information relating to the Grace Building Trust Mortgage Loan, the Grace
Building Mortgaged Property and/or the borrower under the Grace Building Trust
Mortgage Loan, to the extent such items were received by the Master Servicer
from the Grace Building Master Servicer or the Grace Building Trustee and
delivered to the Trustee since the Closing Date. The Trustee shall provide
copies of any and all of the foregoing items upon written request of any of the
parties set forth in the previous sentence; however, except in the case of the
Rating Agencies, the Trustee shall be permitted to require payment of a sum
sufficient to cover the reasonable costs and expenses of providing such copies.
Upon the reasonable request of any Certificateholder, or any Certificate Owner
identified to the Trustee to the Trustee's reasonable satisfaction, the Trustee
shall request from the Master Servicer copies (at the expense of such
Certificateholder or Certificate Owner if the Master Servicer or Special
Servicer charges a fee to cover the reasonable cost of making such copies
available) of any inspection reports prepared by the Master Servicer or the
Special Servicer, copies of any operating statements, rent rolls and financial
statements obtained by the Master Servicer or the Special Servicer and copies of
any CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets
prepared by the Master Servicer or the Special Servicer; and, upon receipt, the
Trustee shall make such items available to the requesting Certificateholder or
Certificate Owner.

       In connection with providing access to or copies of the items described
in the preceding paragraph, the Trustee shall require: (i) in the case of
Certificateholders and Certificate Owners, a written confirmation executed by
the requesting Person substantially in the form of Exhibit L-1 (or in such other
form as may be reasonably acceptable to the Trustee) generally to the effect
that such Person is a Certificateholder or a beneficial holder of Book-Entry
Certificates and will keep such information confidential (except that such
Certificateholder or Certificate Owner may provide such information to any other
Person that holds or is contemplating the purchase of any Certificate or
interest therein, provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential); and (ii) in the case of a prospective purchaser of a
Certificate or an interest therein, confirmation executed by the requesting
Person substantially in the form of Exhibit L-2 (or in such other form as may be
reasonably acceptable to the Trustee) generally to the effect that such Person
is a prospective purchaser of a Certificate or an interest therein, is
requesting the information for use in evaluating a possible investment in
Certificates and will otherwise keep such information confidential.

       (c) The Trustee shall not be liable for providing or disseminating
information in accordance with Section 8.14(a) or (b).

                                     -300-


       SECTION 8.15. Reports to the Securities and Exchange Commission and
                     Related Reports.

       (a) With respect to the Trust's fiscal year 2004 (and with respect to any
subsequent fiscal year for the Trust, if as of the beginning of such subsequent
fiscal year, the Registered Certificates are held (directly or, in the case of
Registered Certificates held in book-entry form, through the Depository) by at
least 300 Holders and/or Depository Participants having accounts with the
Depository), the Trustee shall:

           (i) during such fiscal year, in accordance with the Exchange Act, the
  rules and regulations promulgated thereunder, applicable releases and
  "no-action letters" issued by the Commission, prepare for filing, execute and
  properly and timely file with the Commission with respect to the Trust, (A) a
  Current Report on Form 8-K with copies of the Distribution Date Statements
  (exclusive of the CMSA Bond Level File and the CMSA Collateral Summary File)
  and, to the extent delivered to the Trustee, such other servicing information
  identified by the Master Servicer or the Special Servicer, in writing, to be
  filed with the Commission (such other servicing information, the "Additional
  Designated Servicing Information") and (B) upon direction of the Depositor, a
  Current Report on Form 8-K regarding and disclosing (I) those events specified
  under Section 8.15(b) (to the extent a Responsible Officer of the Trustee has
  actual knowledge of, or has been provided with written notice of, such event)
  and (II) any other events occurring with respect to the Trust that are
  required to be reported pursuant to Form 8-K (to the extent a Responsible
  Officer of the Trustee has actual knowledge of, or has been provided with
  written notice of, such event), in the case of (A) and (B), within the time
  periods specified under Form 8-K, the Exchange Act, the rules and regulations
  promulgated thereunder and applicable releases and "no-action letters";
  provided that the Depositor shall cooperate with the Trustee to determine the
  applicable required time period;

           (ii) during such fiscal year, (A) monitor for and promptly notify the
  Depositor in writing of the occurrence or existence of any of the matters
  identified in Section 11.11(a), Section 8.15(b) and/or Section
  8.15(a)(i)(B)(II) (in each case to the extent that a Responsible Officer of
  the Trustee has actual knowledge thereof), and (B) promptly notify the
  Depositor in writing that the filing of a Current Report on Form 8-K may be
  required with respect to any of the matters under clause (A) above, and
  consult with the Depositor regarding whether to prepare and file a Current
  Report on Form 8-K under Section 8.15(a)(i)(B) above with respect to such
  matters (and the Trustee shall be entitled to rely on a written direction of
  the Depositor with regard to whether to make such filing); provided that, if
  the Depositor directs the Trustee to file a Current Report on Form 8-K with
  respect to such matters, the Depositor shall cooperate with the Trustee in
  obtaining all necessary information in order to prepare such Current Report on
  Form 8-K and the Trustee will report any such matter in accordance with the
  Exchange Act, the rules and regulations promulgated thereunder and applicable
  releases and "no-action letters" issued by the Commission;

           (iii) at the reasonable request of, and in accordance with the
  reasonable directions of, the Certifying Party (as defined in Section
  8.15(d)), prepare for filing, execute and promptly file with the Commission an
  amendment to any Current Report on Form 8-K previously filed with the
  Commission with respect to the Trust; and

                                     -301-


           (iv) within 90 days following the end of such fiscal year, prepare
  and properly and timely file with the Commission, with respect to the Trust,
  an Annual Report on Form 10-K, which complies in all material respects with
  the requirements of the Exchange Act, the rules and regulations promulgated
  thereunder and applicable "no-action letters" issued by the Commission;

provided that (x) the Trustee shall not have any responsibility to file any
items (other than those generated by it) that have not been received in a format
suitable (or readily convertible into a format suitable) for electronic filing
via the EDGAR system and shall not have any responsibility to convert any such
items to such format (other than those items generated by it or that are readily
convertible to such format) and (y) the Depositor shall be responsible for
preparing, executing and filing (via the EDGAR system within 15 days following
the Closing Date) a Current Report on Form 8-K reporting the establishment of
the Trust and whereby this Agreement is filed as an exhibit. Each of the other
parties to this Agreement shall deliver to the Trustee in the format required
(or readily convertible into the format required) for electronic filing via the
EDGAR system, any and all items (including, in the case of the Master Servicer
and the Special Servicer, all Additional Designated Servicing Information
delivered to the Trustee) contemplated to be filed with the Commission pursuant
to this Section 8.15(a).

       All Current Reports on Form 8-K and Annual Reports on Form 10-K that are
to be filed with respect to the Trust pursuant to this Section 8.15(a)
(collectively, including the exhibits thereto, the "Exchange Act Reports"),
exclusive of the initial Current Report on Form 8-K contemplated by clause (y)
of the proviso to the first sentence of the preceding paragraph, which is to be
executed by the Depositor, are (together with the exhibits thereto) herein
referred to as the "Subsequent Exchange Act Reports". The Trustee shall have no
liability to the Certificateholders or the Trust with respect to any failure to
properly prepare or file any of the Subsequent Exchange Act Reports to the
extent that such failure is not the result of any negligence, bad faith or
willful misconduct on its part.

       (b) At all times during the Trust's fiscal year 2004 (and, if as of the
beginning of any other fiscal year for the Trust, the Registered Certificates
are held (directly or, in the case of Registered Certificates held in book-entry
form, through the Depository) by at least 300 Holders and/or Depository
Participants having accounts with the Depository, at all times during such other
fiscal year), the Trustee shall monitor for the occurrence or existence of any
of the following matters:

           (i) any failure of the Trustee to make any monthly distributions to
  the Holders of any Class of Certificates, which failure is not otherwise
  reflected in the Distribution Date Statements filed with the Commission or has
  not otherwise been reported to the Depositor pursuant to any other section of
  this Agreement;

           (ii) any acquisition or disposition by the Trust of a Trust Mortgage
  Loan or an REO Property (or, in the case of any Meriden Mall REO Property or
  any Grace Building REO Property, any interest therein), which acquisition or
  disposition has not otherwise been reflected in the Distribution Date
  Statements filed with the Commission or has not otherwise been reported to the
  Depositor pursuant to any other section of this Agreement;

           (iii) any other acquisition or disposition by the Trust of a
  significant amount of assets (other than Permitted Investments, Trust Mortgage
  Loans and REO Properties (or, in the case of any Meriden Mall REO Property or
  any Grace Building REO Property, any interest therein)), other than in the
  normal course of business, which acquisition or disposition has not otherwise
  been reflected in the Distribution Date Statements filed with the Commission
  or has not

                                     -302-


  otherwise been reported to the Depositor pursuant to any other section of this
  Agreement; (iv) any change in the fiscal year of the Trust;

           (v) any legal proceedings of which the Trustee has knowledge, other
  than ordinary routine litigation incidental to the business of the Trust, to
  which the Trust (or any party to this Agreement on behalf of the Trust) is a
  party or of which any property included in the Trust Fund is subject, or any
  threat by a governmental authority to bring any such legal proceedings;

           (vi) any event of bankruptcy, insolvency, readjustment of debt,
  marshalling of assets and liabilities, or similar proceedings in respect of or
  pertaining to the Trust or any party to this Agreement of which the Trustee
  has knowledge, or any actions by or on behalf of the Trust or any party to
  this Agreement indicating its bankruptcy, insolvency or inability to pay its
  obligations;

           (vii) any adverse change in the rating or ratings assigned to any
  Class of Certificates not otherwise reflected in the Distribution Date
  Statements filed with the Commission;

           (viii) any modifications to the rights of Certificateholders;

           (ix) any material impairment to the assets of the Trust Fund;

           (x) the entry into, modification of, and/or termination of, a
  material definitive agreement with respect to the Trust; and

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

provided that (1) the actual knowledge of a Responsible Officer of the Trustee
of any legal proceedings of which property included in the Trust Fund is subject
or of any legal proceedings threatened by a governmental authority is limited
(except where the Trustee received information regarding such proceeding from
the Master Servicer or the Special Servicer pursuant to the next paragraph) to
circumstances where it would be reasonable for the Trustee to identify such
property as an asset of, or as securing an asset of, the Trust or such
threatened proceedings as concerning the Trust and (2) no Responsible Officer of
the Trustee shall be deemed to have actual knowledge of the matters described in
clauses (vi), (vii), (ix) or (x) of this Section 8.15(b) unless (x) solely with
respect to clause (vi), any such matter occurred or related specifically to the
Trust or (y) with respect to clauses (vi), (vii), (ix) and (x) a Responsible
Officer was notified in a written instrument addressed to it or otherwise has
actual knowledge of such event.

       Further, each other party to this agreement shall promptly notify the
Trustee of the occurrence or existence of any of the forgoing matters in this
Section 8.15(b) of which a Servicing Officer (in the case of the Master Servicer
or the Special Servicer), a Responsible Officer (in the case of the Fiscal
Agent) or a senior officer (in the case of the Depositor) thereof has actual
knowledge; provided that the Master Servicer and/or the Special Servicer, as the
case may be, shall deliver a Supplemental Report to the Trustee as to any such
event as required under Section 3.12(c).

                                     -303-


       (c) If as of the beginning of any fiscal year for the Trust (other than
fiscal year 2004), the Registered Certificates are held (directly or, in the
case of Registered Certificates held in book-entry form, through the Depository)
by less than 300 Holders and/or Depository Participants having accounts with the
Depository, the Trustee shall, in accordance with the Exchange Act and the rules
and regulations promulgated thereunder, timely file a Form 15 with respect to
the Trust suspending all reporting requirements under the Exchange Act and shall
notify all parties to this Agreement in writing that a Form 15 has been so
filed.

       (d) As and to the extent required by the Sarbanes-Oxley Act of 2002 (the
"Sarbanes-Oxley Act") and the rules adopted by the Commission with respect
thereto, all Annual Reports on Form 10-K filed with the Commission shall include
such certification as complies in form and substance with the Sarbanes-Oxley Act
and the rules and regulations promulgated thereunder (such certification, the
"Sarbanes-Oxley Certification"; any party hereto whose officer is to sign, in
accordance with the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder, any Sarbanes-Oxley Certification with respect to the Trust, a
"Certifying Party"; and any officer who is to sign, in accordance with the
Sarbanes-Oxley Act and the rules and regulations promulgated thereunder, any
Sarbanes-Oxley Certification, a "Certifying Officer"). Upon request of any
Rating Agency, the Trustee shall deliver a copy of such Sarbanes-Oxley
Certification to such Rating Agency.

       (e) Any of the Depositor, the Trustee or the Master Servicer may be the
Certifying Party with respect to a Sarbanes-Oxley Certification filed as part of
an Annual Report on Form 10-K relating to the Trust; provided that no officer of
either the Trustee or the Master Servicer shall be responsible for being the
sole signatory of any Sarbanes-Oxley Certification to be filed in connection
with the Trust. In connection with the filing of any Annual Report on Form 10-K
with respect to the Trust as contemplated by Section 8.15(a), the Certifying
Party shall, no later than 10 days prior to the date on which the Trustee has
indicated its intention to file such report, cause its Certifying Officer to
execute and deliver to the Trustee, with respect to the Trust, for filing with
such Annual Report on Form 10-K, the Sarbanes-Oxley Certification that is to be
included as part of such Annual Report on Form 10-K.

       (f) No later than five (5) Business Days (or, in the case of an Annual
Report on Form 10-K, 20 days) prior to any filing of a Subsequent Exchange Act
Report that is to be made with respect to the Trust as contemplated by Section
8.15(a), the Trustee shall deliver a copy of such report, together with all
exhibits thereto, for review by the Depositor and the Special Servicer. Promptly
upon receipt of any such report and the accompanying exhibits, the Depositor and
the Special Servicer shall promptly (and in any event within two (2) Business
Days) review such report and the accompanying exhibits and notify the Trustee of
any material misstatements or omissions relating thereto that come to its
attention, which material misstatements or omissions the Trustee shall correct
(with written evidence of such correction to be sent to the Depositor, the
Master Servicer and the Special Servicer) prior to the filing of such report and
the accompanying exhibits.

       (g) No later than 10 days prior to the date on which the Trustee has
indicated its intention to file any Annual Report on Form 10-K with respect to
the Trust (but no earlier than March 20 of the year in which such Annual Report
on Form 10-K is to be filed), unless the Trustee is to be the Certifying Party,
the Trustee shall cause the appropriate officer of the Trustee (i.e., the
officer thereof that would have qualified as a Certifying Officer) to execute
and deliver to each Certifying Party and Certifying Officer a certification (a
"Trustee Backup Certification"), which Trustee Backup Certification

                                     -304-


shall be in the form of Exhibit P attached hereto. The Trustee shall indemnify
and hold harmless each Certifying Party and Certifying Officer to whom it
delivers any Trustee Backup Certification for all losses, liabilities, claims,
damages, costs and expenses (including reasonable attorneys' fees and expenses)
resulting from a breach of any certification made in such Trustee Backup
Certification, as well as any other losses, claims, damages, costs and expenses
(including reasonable attorneys' fees and expenses) incurred by such Certifying
Party or Certifying Officer, as the case may be, in connection with the
execution and delivery of the subject Sarbanes-Oxley Certification resulting
from the negligence, bad faith or willful misfeasance of the Trustee in
connection with the performance by the Trustee of its duties hereunder.

       (h) No later than 10 days prior to the date on which the Trustee has
indicated its intention to file any Annual Report on Form 10-K with respect to
the Trust (but no earlier than March 20 of the year in which such Annual Report
on Form 10-K is to be filed), unless the Master Servicer is to be the Certifying
Party, the Master Servicer shall cause the appropriate officer of the Master
Servicer (i.e., the officer thereof that would have qualified as a Certifying
Party) to execute and deliver to each Certifying Party and Certifying Officer a
certification (a "Master Servicer Backup Certification"), which Master Servicer
Backup Certification shall be in the form of Exhibit Q attached hereto and shall
cover all of the Trust Mortgage Loans and REO Properties (including the Meriden
Mall Trust Mortgage Loan, any Meriden Mall REO Property, the Grace Building
Trust Mortgage Loan or any Grace Building REO Property, to the extent required
in accordance with the penultimate paragraph of Exhibit Q). The Master Servicer
shall indemnify and hold harmless each Certifying Party and Certifying Officer
to whom it delivers any Master Servicer Backup Certification for all losses,
liabilities, claims, damages, costs and expenses (including reasonable
attorneys' fees and expenses) resulting from a breach of any certification made
in such Master Servicer Backup Certification, as well as any other losses,
claims, damages, costs and expenses (including reasonable attorneys' fees and
expenses) incurred by such Certifying Party or Certifying Officer, as the case
may be, in connection with the execution and delivery of the subject
Sarbanes-Oxley Certification, in each case, resulting from the negligence, bad
faith or willful misfeasance of the Master Servicer in connection with the
performance by the Master Servicer of its duties hereunder.

       (i) No later than 10 days prior to the date on which the Trustee has
indicated its intention to file any Annual Report on Form 10-K (but no earlier
than March 20 of the year in which such Annual Report on From 10-K is to be
filed) with respect to the Trust, the Special Servicer shall cause the
appropriate officer of the Special Servicer (i.e., the officer thereof that
would have qualified as a Certifying Party) to execute and deliver to each
Certifying Party and Certifying Officer a certification (a "Special Servicer
Backup Certification"), which Special Servicer Backup Certification shall be in
the form of Exhibit R attached hereto and shall cover all of the Specially
Serviced Trust Mortgage Loans and Administered REO Properties (together with (i)
the Meriden Mall Trust Mortgage Loan (if then specially serviced under the
Meriden Mall Servicing Agreement) or any Meriden Mall REO Property, if the
Special Servicer is, is an Affiliate of, or receives a comparable certification
relating thereto from, the Meriden Mall Special Servicer, and (ii) the Grace
Building Trust Mortgage Loan (if then specially serviced under the Grace
Building Servicing Agreement) or any Grace Building REO Property, if the Special
Servicer is, is an Affiliate of, or receives a comparable certification relating
thereto from, the Grace Building Special Servicer). The Special Servicer shall
indemnify and hold harmless each Certifying Party and Certifying Officer to whom
it delivers any Special Servicer Backup Certification for all losses,
liabilities, claims, damages, costs and expenses (including reasonable
attorneys' fees and expenses) resulting from a breach of any certification made
in such Special Servicer Backup

                                     -305-


Certification, as well as any other losses, claims, damages, costs and expenses
(including reasonable attorneys' fees and expenses) incurred by such Certifying
Party or Certifying Officer, as the case may be, in connection with the
execution and delivery of the subject Sarbanes-Oxley Certification resulting
from the negligence, bad faith or willful misfeasance of the Special Servicer in
connection with the performance by the Special Servicer of its duties hereunder.

       (j) No later than 10 days prior to the date on which the Trustee has
indicated its intention to file the Annual Report on Form 10-K with respect to
the Trust for fiscal year 2004, unless the Depositor is to be the Certifying
Party, the Depositor shall cause an officer of the Depositor to execute and
deliver to each Certifying Party and Certifying Officer a certification (a
"Depositor Backup Certification"), which Depositor Backup Certification shall be
in a form mutually acceptable to the Certifying Party and the Depositor. The
Depositor shall indemnify and hold harmless each Certifying Party and Certifying
Officer to whom it delivers any Depositor Backup Certification for any and all
losses, liabilities, claims, damages, costs and expenses (including reasonable
attorneys' fees and expenses) incurred by such Certifying Party or Certifying
Officer resulting from a breach of any certification made in such Depositor
Backup Certification.

       (k) The respective parties hereto agree to cooperate with all reasonable
requests made by any Certifying Party or Certifying Officer in connection with
such Person's attempt to conduct any due diligence that such Person reasonably
believes to be appropriate in order to allow it to deliver any Sarbanes-Oxley
Certification or portion thereof with respect to the Trust.

       (l) Unless the other parties hereto receive written notice from the
Trustee to the contrary, the Trustee hereby certifies that it intends to file
any Annual Report on Form 10-K with respect to the Trust for any particular
fiscal year on the last Business Day that is not more than 90 days following the
end of such fiscal year. Unless an alternative time period is provided for in
this Agreement, the respective parties hereto shall deliver to the Trustee, not
more than 60 days following the end of such fiscal year, any items required to
be delivered by such party that are to be an exhibit to such Annual Report on
Form 10-K.

       (m) In the event the parties to this Agreement desire to further clarify
or amend any provision of this Section 8.15, this Agreement shall be amended to
reflect the new agreement between the parties covering matters in this Section
8.15 pursuant to Section 11.01, which amendment shall not require any Opinion of
Counsel or Rating Agency confirmations or the consent of any Certificateholder
or any Serviced Non-Trust Mortgage Loan Noteholder; provided that no such
amendment shall diminish the filing requirements under this Section 8.15 on the
part of the parties to this Agreement, as a collective whole, in contravention
of applicable law. In any event, references to Current Report on Form 8-K and
Annual Report on Form 10-K shall each be deemed to refer to any replacement form
adopted under applicable law to effect the filings with the Commission
contemplated by this Section 8.15.

                                     -306-


       SECTION 8.16. Representations and Warranties of Trustee.

       (a) The Trustee hereby represents and warrants to the Master Servicer,
the Special Servicer and the Depositor and for the benefit of the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of
the Closing Date, that:

           (i) The Trustee is a national banking association duly organized,
   validly existing and in good standing under the laws of the United States of
   America.

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

           (iii) Except to the extent that the laws of certain jurisdictions in
   which any part of the Trust Fund may be located require that a co-trustee or
   separate trustee be appointed to act with respect to such property as
   contemplated by Section 8.10, the Trustee has the full power and authority to
   enter into and consummate all transactions contemplated by this Agreement,
   has duly authorized the execution, delivery and performance of this
   Agreement, and has duly executed and delivered this Agreement.

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

           (v) The Trustee is not in violation of, and its execution and
   delivery of this Agreement and its performance and compliance with the terms
   of this Agreement, including, but not limited to, its responsibility to make
   P&I Advances if the Master Servicer fails to make a P&I Advance, will not
   constitute a violation of, any law, any order or decree of any court or
   arbiter, or any order, regulation or demand of any federal, state or local
   governmental or regulatory authority, which violation, in the Trustee's good
   faith and reasonable judgment, is likely to affect materially and adversely
   either the ability of the Trustee to perform its obligations under this
   Agreement or the financial condition of the Trustee.

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

           (vii) Any consent, approval, authorization or order of any court or
   governmental agency or body required for the execution, delivery and
   performance by the Trustee of or compliance by the Trustee with this
   Agreement, or the consummation of the

                                     -307-


   transactions contemplated by this Agreement, has been obtained and is
   effective, except where the lack of consent, approval, authorization or order
   would not have a material adverse effect on the performance by the Trustee
   under this Agreement.

           (viii) The Trustee is eligible to act as trustee hereunder in
   accordance with Section 8.06.

           (ix) The Trustee is an "Institutional Lender/Owner," within the
   meaning of each Co-Lender Agreement (other than the Meriden Mall Co-Lender
   Agreement).

       (b) The representations and warranties of the Trustee set forth in
Section 8.16(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations, warranties and
covenants, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.

       (c) Any successor Trustee shall be deemed to have made, as of the date of
its succession, each of the representations and warranties set forth in Section
8.16(a), subject to such appropriate modifications to the representation and
warranty set forth in Section 8.16(a)(i) to accurately reflect such successor's
jurisdiction of organization and whether it is a corporation, partnership, bank,
association or other type of organization.

       SECTION 8.17. The Fiscal Agent.

       (a) The Fiscal Agent shall at all times maintain a long-term unsecured
debt rating of no less than "AA-" from S&P (or "A+" from S&P, if the Fiscal
Agent's short-term unsecured debt rating is at least "A-1" by S&P) and "Aa3"
from Moody's (or, in the case of either Rating Agency, such other rating as
shall not result in an Adverse Rating Event, as confirmed in writing by such
Rating Agency).

       (b) To the extent that the Trustee is required, pursuant to the terms of
this Agreement, to make any Advance, whether as successor master servicer or
otherwise, and has failed to do so in accordance with the terms hereof, the
Fiscal Agent shall make such Advance when and as required by the terms of this
Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee
hereunder. To the extent that the Fiscal Agent makes an Advance pursuant to this
Section 8.17(b) or otherwise pursuant to this Agreement, the obligations of the
Trustee under this Agreement in respect of such Advance shall be satisfied.

       (c) Notwithstanding anything contained in this Agreement to the contrary,
the Fiscal Agent shall be entitled to all limitations on liability, rights of
reimbursement and indemnities that the Trustee is entitled to hereunder as if it
were the Trustee, except that all fees and expenses of the Fiscal Agent (other
than any interest owed to the Fiscal Agent in respect of unreimbursed Advances)
incurred by the Fiscal Agent in connection with the transactions contemplated by
this Agreement shall be borne by the Trustee, and neither the Trustee nor the
Fiscal Agent shall be entitled to reimbursement therefor from any of the Trust
Fund, the Depositor, the Master Servicer or the Special Servicer.

       (d) The obligations of the Fiscal Agent set forth in this Section 8.17 or
otherwise pursuant to this Agreement shall exist only for so long as the Trustee
that appointed it (or, in the case of

                                     -308-


the initial Fiscal Agent, so long as the initial Trustee) shall act as Trustee
hereunder. The Fiscal Agent may resign or be removed by the Trustee only if and
when the existence of such Fiscal Agent is no longer necessary for such Trustee
to satisfy the eligibility requirements of Section 8.06; provided that the
Fiscal Agent shall be deemed to have resigned at such time as the Trustee that
appointed it (or, in the case of the initial Fiscal Agent, at such time as the
initial Trustee) resigns or is removed as Trustee hereunder (in which case the
responsibility for appointing a successor Fiscal Agent shall belong to the
successor Trustee, and which appointment the successor Trustee shall use its
best efforts to make, insofar as such appointment is necessary for such
successor Trustee to satisfy the eligibility requirements of Section 8.06). Any
successor fiscal agent so appointed shall be required to execute and deliver to
the other parties hereto a written agreement to assume and perform the duties of
the Fiscal Agent set forth in this Agreement; provided that no such successor
shall become Fiscal Agent hereunder unless either (i) it satisfies the rating
requirements of Section 8.17(a) or (ii) the Trustee shall have received written
confirmation from each Rating Agency that the succession of such proposed
successor fiscal agent would not, in and of itself, result in an Adverse Rating
Event with respect to any Class of Certificates.

       (e) The Trustee shall promptly notify the other parties hereto, the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders in
writing of the appointment, resignation or removal of the Fiscal Agent.

       SECTION 8.18. Representations and Warranties of Fiscal Agent.

       (a) The Fiscal Agent hereby represents and warrants to each of the other
parties hereto and for the benefit of the Certificateholders and the Serviced
Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that:

           (i) The Fiscal Agent is a banking association duly organized, validly
   existing and in good standing under the laws of the Netherlands.

           (ii) The execution and delivery of this Agreement by the Fiscal
   Agent, and the performance and compliance with the terms of this Agreement by
   the Fiscal Agent, will not violate the Fiscal Agent's organizational
   documents or constitute a default (or an event which, with notice or lapse of
   time, or both, would constitute a default) under, or result in a material
   breach of, any material agreement or other instrument to which it is a party
   or by which it is bound.

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

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

                                     -309-


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

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

           (vii) Any consent, approval, authorization or order of any court or
   governmental agency or body required for the execution, delivery and
   performance by the Fiscal Agent of or compliance by the Fiscal Agent with
   this Agreement, or the consummation of the transactions contemplated by this
   Agreement, has been obtained and is effective, except where the lack of
   consent, approval, authorization or order would not have a material adverse
   effect on the performance by the Fiscal Agent under this Agreement.

       (b) The representations and warranties of the Fiscal Agent set forth in
Section 8.18(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall given prompt written notice thereof to the
other parties hereto.

       (c) Any successor Fiscal Agent shall be deemed to have made, as of the
date of its succession, each of the representations and warranties set forth in
Section 8.18(a) subject to such appropriate modifications to the representations
and warranties set forth in Section 8.18(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.

                                     -310-


                                   ARTICLE IX

                                   TERMINATION


       SECTION 9.01. Termination Upon Repurchase or Liquidation of All Trust
                     Mortgage Loans.

       Subject to Section 9.02, the Trust Fund and the respective obligations
and responsibilities under this Agreement of the Depositor, the Master Servicer,
the Special Servicer, the Fiscal Agent and the Trustee (other than the
obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment): (i) to the Certificateholders of all amounts held by or
on behalf of the Trustee and required hereunder to be so paid on the
Distribution Date following the earlier to occur of (A) the purchase by the
Special Servicer, any Controlling Class Certificateholder, the Master Servicer,
the Depositor or Lehman Brothers of all the Trust Mortgage Loans and each REO
Property remaining in the Trust Fund at a price equal to (1) the sum (x) of the
aggregate Purchase Price of all the Trust Mortgage Loans and (y) the aggregate
Appraised Values of any REO Properties then included in the Trust Fund, minus
(2) if the purchaser is the Master Servicer or the Special Servicer, the
aggregate amount of unreimbursed Advances made by such Person, together with any
interest accrued and payable to such Person in respect of unreimbursed Advances
in accordance with Section 3.11(g) and, in the case of the Master Servicer,
Section 4.03(d), and any unpaid servicing compensation remaining outstanding and
payable thereto (which items shall be deemed to have been paid or reimbursed to
the Master Servicer or the Special Servicer, as the case may be, in connection
with such purchase), and (B) the final payment or other liquidation (or any
advance with respect thereto) of the last Trust Mortgage Loan or REO Property
remaining in the Trust Fund; and (ii) to the Trustee, the Fiscal Agent, the
Master Servicer, the Special Servicer and the members, managers, officers,
directors, employees and/or agents of each of them of all amounts which may have
become due and owing to any of them hereunder; provided, however, that in no
event shall the trust created hereby continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the Court of St. James, living on the
date hereof.

       Each of the Special Servicer, any Controlling Class Certificateholder
(with priority among such Holders being given to the Holder of Certificates
representing the greatest Percentage Interest in the Controlling Class), the
Master Servicer, the Depositor or Lehman Brothers, in that order of priority
(with the Special Servicer having the most senior priority), may at its option
elect to purchase all of the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund as contemplated by clause (i) of the preceding
paragraph by giving written notice to the other parties hereto no later than 60
days prior to the anticipated date of purchase; provided, however, that (i) the
aggregate Stated Principal Balance of the Mortgage Pool at the time of such
election is less than 1.0% of the Initial Pool Balance set forth in the
Preliminary Statement, and (ii) no such Person shall have the right to effect
such a purchase if, within 30 days following its delivery of a notice of
election pursuant to this paragraph, any other such Person with a higher
priority shall give notice of its election to purchase all of the Trust Mortgage
Loans and each REO Property remaining in the Trust Fund and shall thereafter
effect such purchase in accordance with the terms hereof. If the Trust Fund is
to be terminated in connection with the Special Servicer's, a Controlling Class
Certificateholder's, the Master Servicer's, the Depositor's or Lehman Brothers's
purchase of all of the Trust Mortgage Loans and each REO Property remaining in

                                     -311-


the Trust Fund, then the Special Servicer, a Controlling Class
Certificateholder, the Master Servicer, the Depositor or Lehman Brothers, as
applicable, not later than the fifth Business Day preceding the Distribution
Date on which the final distribution on the Certificates is to occur, shall: (x)
deposit, or deliver to the Master Servicer for deposit, in the Pool Custodial
Account an amount in immediately available funds equal to the above-described
purchase price (provided, however, that if any REO Property relating to a
Serviced Loan Combination is being purchased pursuant to the foregoing, the
portion of the above-described purchase price allocable to such REO Property
shall initially be deposited into the related Loan Combination Custodial
Account); and (y) deliver to the Trustee an Opinion of Counsel, at the expense
of the party effecting the purchase, stating that the termination of the Trust
satisfies the requirements of a qualified liquidation under Section 860F of the
Code and any regulations thereunder. In addition, on the Trust Master Servicer
Remittance Date immediately preceding the Final Distribution Date, the Master
Servicer shall transfer to the Collection Account all amounts required to be
transferred thereto on such Trust Master Servicer Remittance Date from the Pool
Custodial Account pursuant to the first paragraph of Section 3.04(b), together
with any other amounts on deposit in the Pool Custodial Account that would
otherwise be held for future distribution. Upon confirmation that such final
deposits have been made, the Trustee shall release or cause to be released to
the Special Servicer, the purchasing Controlling Class Certificateholder, the
Master Servicer, the Depositor or Lehman Brothers, as applicable, the Mortgage
Files for the remaining Trust Mortgage Loans and shall execute all assignments,
endorsements and other instruments furnished to it by the Special Servicer, the
purchasing Controlling Class Certificateholder, the Master Servicer, the
Depositor or Lehman Brothers, as applicable, as shall be necessary to effectuate
transfer of the Trust Mortgage Loans and REO Properties to the Special Servicer,
the purchasing Controlling Class Certificateholder, the Master Servicer, the
Depositor or Lehman Brothers (or their respective designees), as applicable;
provided that, if any Trust Mortgage Loan purchased pursuant to this Section
9.01 is a Serviced Combination Trust Mortgage Loan, then the release,
endorsement or assignment of the documents constituting the related Mortgage
File and Servicing File shall be in the manner contemplated by Section 3.25. Any
transfer of Trust Mortgage Loans pursuant to this paragraph, except in the case
of the Outside Serviced Trust Mortgage Loans, shall be on a servicing-released
basis.

       Notice of any termination shall be given promptly by the Trustee by
letter to Certificateholders and the Non-Trust Mortgage Loan Noteholders mailed
(i) if such notice is given in connection with the Special Servicer's, a
Controlling Class Certificateholder's, the Master Servicer's, the Depositor's or
Lehman Brothers's purchase of the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund, not earlier than the 15th day and not later than
the 25th day of the month next preceding the month of the final distribution on
the Certificates or (ii) otherwise during the month of such final distribution
on or before the eighth day of such month, in each case specifying (A) the
Distribution Date upon which the Trust Fund will terminate and final payment of
the Certificates will be made, (B) the amount of any such final payment and (C)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the offices of the Certificate Registrar or such other location
therein designated. The Trustee shall give such notice to the Master Servicer,
the Special Servicer and the Depositor at the time such notice is given to
Certificateholders.

       Upon presentation and surrender of the Certificates by the
Certificateholders on the Final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Collection Account that are allocable to payments on the Class of
Certificates so presented and

                                     -312-


surrendered. Amounts on deposit in the Collection Account as of the Final
Distribution Date, up to the Available Distribution Amount for the Final
Distribution Date, shall be allocated for the following purposes and in the
following order of priority, in each case to the extent of remaining available
funds:

           (i) to make distributions of interest to the Holders of the
   respective Classes of the Senior Certificates, up to an amount equal to, and
   pro rata in accordance with, all Distributable Certificate Interest in
   respect of each such Class of Certificates for the Final Distribution Date
   and, to the extent not previously paid, for all prior Distribution Dates;

           (ii) to make distributions of principal to the Holders of the
   respective Classes of the Senior Class A Certificates, up to an amount equal
   to, and pro rata in accordance with, the Class Principal Balance of each such
   Class of Certificates outstanding immediately prior to the Final Distribution
   Date;

           (iii) to reimburse the Holders of the respective Classes of Senior
   Class A Certificates, up to an amount equal to, and on a pro rata basis in
   accordance with, the Loss Reimbursement Amount with respect to each such
   Class of Certificates for the Final Distribution Date;

           (iv) to make distributions of interest to the Holders of the Class
   A-J Certificates, up to an amount equal to all Distributable Certificate
   Interest in respect of the Class A-J Certificates for the Final Distribution
   Date and, to the extent not previously paid, for all prior Distribution
   Dates;

           (v) to make distributions of principal to the Holders of the Class
   A-J Certificates, up to an amount equal to the Class Principal Balance of the
   Class A-J Certificates outstanding immediately prior to the Final
   Distribution Date;

           (vi) to reimburse the Holders of the Class A-J Certificates, up to an
   amount equal to the Loss Reimbursement Amount with respect to the Class A-J
   Certificates for the Final Distribution Date;

           (vii) to make distributions of interest to the Holders of the Class B
   Certificates, up to an amount equal to all Distributable Certificate Interest
   in respect of the Class B Certificates for the Final Distribution Date and,
   to the extent not previously paid, for all prior Distribution Dates;

           (viii) to make distributions of principal to the Holders of the Class
   B Certificates, up to an amount equal to the Class Principal Balance of the
   Class B Certificates outstanding immediately prior to the Final Distribution
   Date;

           (ix) to reimburse the Holders of the Class B Certificates, up to an
   amount equal to the Loss Reimbursement Amount with respect to the Class B
   Certificates for the Final Distribution Date;

           (x) to make distributions of interest to the Holders of the Class C
   Certificates, up to an amount equal to all Distributable Certificate Interest
   in respect of the Class

                                     -313-


   C Certificates for the Final Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

           (xi) to make distributions of principal to the Holders of the Class C
   Certificates, up to an amount equal to the Class Principal Balance of the
   Class C Certificates outstanding immediately prior to the Final Distribution
   Date;

           (xii) to reimburse the Holders of the Class C Certificates, up to an
   amount equal to the Loss Reimbursement Amount with respect to the Class C
   Certificates for the Final Distribution Date;

           (xiii) to make distributions of interest to the Holders of the Class
   D Certificates, up to an amount equal to all Distributable Certificate
   Interest in respect of the Class D Certificates for the Final Distribution
   Date and, to the extent not previously paid, for all prior Distribution
   Dates;

           (xiv) to make distributions of principal to the Holders of the Class
   D Certificates, up to an amount equal to the Class Principal Balance of the
   Class D Certificates outstanding immediately prior to the Final Distribution
   Date;

           (xv) to reimburse the Holders of the Class D Certificates, up to an
   amount equal to the Loss Reimbursement Amount with respect to the Class D
   Certificates for the Final Distribution Date;

           (xvi) to make distributions of interest to the Holders of the Class E
   Certificates, up to an amount equal to all Distributable Certificate Interest
   in respect of the Class E Certificates for the Final Distribution Date and,
   to the extent not previously paid, for all prior Distribution Dates;

           (xvii) to make distributions of principal to the Holders of the Class
   E Certificates, up to an amount equal to the Class Principal Balance of the
   Class E Certificates outstanding immediately prior to the Final Distribution
   Date;

           (xviii) to reimburse the Holders of the Class E Certificates, up to
   an amount equal to the Loss Reimbursement Amount with respect to the Class E
   Certificates for the Final Distribution Date;

           (xix) to make distributions of interest to the Holders of the Class F
   Certificates, up to an amount equal to all Distributable Certificate Interest
   in respect of the Class F Certificates for the Final Distribution Date and,
   to the extent not previously paid, for all prior Distribution Dates;

           (xx) to make distributions of principal to the Holders of the Class F
   Certificates, up to an amount equal to the Class Principal Balance of the
   Class F Certificates outstanding immediately prior to the Final Distribution
   Date;

                                     -314-


           (xxi) to reimburse the Holders of the Class F Certificates, up to an
   amount equal to the Loss Reimbursement Amount with respect to the Class F
   Certificates for the Final Distribution Date;

           (xxii) to make distributions of interest to the Holders of the Class
   G Certificates, up to an amount equal to all Distributable Certificate
   Interest in respect of the Class G Certificates for the Final Distribution
   Date and, to the extent not previously paid, for all prior Distribution
   Dates;

           (xxiii) to make distributions of principal to the Holders of the
   Class G Certificates, up to an amount equal to the Class Principal Balance of
   the Class G Certificates outstanding immediately prior to the Final
   Distribution Date;

           (xxiv) to reimburse the Holders of the Class G Certificates, up to an
   amount equal to the Loss Reimbursement Amount with respect to the Class G
   Certificates for the Final Distribution Date;

           (xxv) to make distributions of interest to the Holders of the Class H
   Certificates, up to an amount equal to all Distributable Certificate Interest
   in respect of the Class H Certificates for the Final Distribution Date and,
   to the extent not previously paid, for all prior Distribution Dates;

           (xxvi) to make distributions of principal to the Holders of the Class
   H Certificates, up to an amount equal to the Class Principal Balance of the
   Class H Certificates outstanding immediately prior to the Final Distribution
   Date;

           (xxvii) to reimburse the Holders of the Class H Certificates, up to
   an amount equal to the Loss Reimbursement Amount with respect to the Class H
   Certificates for the Final Distribution Date;

           (xxviii) to make distributions of interest to the Holders of the
   Class J Certificates, up to an amount equal to all Distributable Certificate
   Interest in respect of the Class J Certificates for the Final Distribution
   Date and, to the extent not previously paid, for all prior Distribution
   Dates;

           (xxix) to make distributions of principal to the Holders of the Class
   J Certificates, up to an amount equal to the Class Principal Balance of the
   Class J Certificates outstanding immediately prior to the Final Distribution
   Date;

           (xxx) to reimburse the Holders of the Class J Certificates, up to an
   amount equal to the Loss Reimbursement Amount with respect to the Class J
   Certificates for the Final Distribution Date;

           (xxxi) to make distributions of interest to the Holders of the Class
   K Certificates, up to an amount equal to all Distributable Certificate
   Interest in respect of the Class K Certificates for the Final Distribution
   Date and, to the extent not previously paid, for all prior Distribution
   Dates;

                                     -315-


           (xxxii) to make distributions of principal to the Holders of the
   Class K Certificates, up to an amount equal to the Class Principal Balance of
   the Class K Certificates outstanding immediately prior to the Final
   Distribution Date;

           (xxxiii) to reimburse the Holders of the Class K Certificates, up to
   an amount equal to the Loss Reimbursement Amount with respect to the Class K
   Certificates for the Final Distribution Date;

           (xxxiv) to make distributions of interest to the Holders of the Class
   L Certificates, up to an amount equal to all Distributable Certificate
   Interest in respect of the Class L Certificates for the Final Distribution
   Date and, to the extent not previously paid, for all prior Distribution
   Dates;

           (xxxv) to make distributions of principal to the Holders of the Class
   L Certificates, up to an amount equal to the Class Principal Balance of the
   Class L Certificates outstanding immediately prior to the Final Distribution
   Date;

           (xxxvi) to reimburse the Holders of the Class L Certificates, up to
   an amount equal to the Loss Reimbursement Amount with respect to the Class L
   Certificates for the Final Distribution Date;

           (xxxvii) to make distributions of interest to the Holders of the
   Class M Certificates, up to an amount equal to all Distributable Certificate
   Interest in respect of the Class M Certificates for the Final Distribution
   Date and, to the extent not previously paid, for all prior Distribution
   Dates;

           (xxxviii) to make distributions of principal to the Holders of the
   Class M Certificates, up to an amount equal to the Class Principal Balance of
   the Class M Certificates outstanding immediately prior to the Final
   Distribution Date;

           (xxxix) to reimburse the Holders of the Class M Certificates, up to
   an amount equal to the Loss Reimbursement Amount with respect to the Class M
   Certificates for the Final Distribution Date;

           (xl) to make distributions of interest to the Holders of the Class N
   Certificates, up to an amount equal to all Distributable Certificate Interest
   in respect of the Class N Certificates for the Final Distribution Date and,
   to the extent not previously paid, for all prior Distribution Dates;

           (xli) to make distributions of principal to the Holders of the Class
   N Certificates, up to an amount equal to the Class Principal Balance of the
   Class N Certificates outstanding immediately prior to the Final Distribution
   Date;

           (xlii) to reimburse the Holders of the Class N Certificates, up to an
   amount equal to the Loss Reimbursement Amount with respect to the Class N
   Certificates for the Final Distribution Date;

                                     -316-


           (xliii) to make distributions of interest to the Holders of the Class
   P Certificates, up to an amount equal to all Distributable Certificate
   Interest in respect of the Class P Certificates for the Final Distribution
   Date and, to the extent not previously paid, for all prior Distribution
   Dates;

           (xliv) to make distributions of principal to the Holders of the Class
   P Certificates, up to an amount equal to the Class Principal Balance of the
   Class P Certificates outstanding immediately prior to the Final Distribution
   Date;

           (xlv) to reimburse the Holders of the Class P Certificates, up to an
   amount equal to the Loss Reimbursement Amount with respect to the Class P
   Certificates for the Final Distribution Date;

           (xlvi) to make distributions of interest to the Holders of the Class
   Q Certificates, up to an amount equal to all Distributable Certificate
   Interest in respect of the Class Q Certificates for the Final Distribution
   Date and, to the extent not previously paid, for all prior Distribution
   Dates;

           (xlvii) to make distributions of principal to the Holders of the
   Class Q Certificates, up to an amount equal to the Class Principal Balance of
   the Class Q Certificates outstanding immediately prior to the Final
   Distribution Date;

           (xlviii) to reimburse the Holders of the Class Q Certificates, up to
   an amount equal to the Loss Reimbursement Amount with respect to the Class Q
   Certificates for the Final Distribution Date;

           (xlix) to make distributions of interest to the Holders of the Class
   S Certificates, up to an amount equal to all Distributable Certificate
   Interest in respect of the Class S Certificates for the Final Distribution
   Date and, to the extent not previously paid, for all prior Distribution
   Dates;

           (l) to make distributions of principal to the Holders of the Class S
   Certificates, up to an amount equal to the Class Principal Balance of the
   Class S Certificates outstanding immediately prior to the Final Distribution
   Date;

           (li) to reimburse the Holders of the Class S Certificates, up to an
   amount equal to the Loss Reimbursement Amount with respect to the Class S
   Certificates for the Final Distribution Date;

           (lii) to make distributions of interest to the Holders of the Class T
   Certificates, up to an amount equal to all Distributable Certificate Interest
   in respect of the Class T Certificates for the Final Distribution Date and,
   to the extent not previously paid, for all prior Distribution Dates;

           (liii) to make distributions of principal to the Holders of the Class
   T Certificates, up to an amount equal to the Class Principal Balance of the
   Class T Certificates outstanding immediately prior to the Final Distribution
   Date;

                                     -317-


           (liv) to reimburse the Holders of the Class T Certificates, up to an
   amount equal to the Loss Reimbursement Amount with respect to the Class T
   Certificates for the Final Distribution Date;

           (lv) to make distributions to the Holders of the Class R-III
   Certificates, up to an amount equal to the excess, if any, of (A) the
   aggregate distributions (other than distributions of Net Prepayment
   Consideration) deemed made in respect of the REMIC II Regular Interests on
   the Final Distribution Date pursuant to Section 4.01(j), over (B) the
   aggregate distributions made in respect of the Regular Interest Certificates
   on the Final Distribution Date pursuant to clauses (i) through (liv) above;

           (lvi) to make distributions to the Holders of the Class R-II
   Certificates, up to an amount equal to the excess, if any, of (A) the
   aggregate distributions (other than distributions of Net Prepayment
   Consideration) deemed made in respect of the REMIC I Regular Interests on the
   Final Distribution Date pursuant to Section 4.01(k), over (B) the aggregate
   distributions (other than distributions of Net Prepayment Consideration)
   deemed made in respect of the REMIC II Regular Interests on the Final
   Distribution Date pursuant to Section 4.01(j); and

           (lvii) to make distributions to the Holders of the Class R-I
   Certificates, up to an amount equal to the balance, if any, of the Available
   Distribution Amount for the Final Distribution Date remaining after the
   distributions to be made on the Final Distribution Date pursuant to clauses
   (i) through (lvi) above.

       All distributions of interest made in respect of a Class of Interest-Only
Certificates on the Final Distribution Date pursuant to clause (i) of the
preceding paragraph, shall be deemed to have been made in respect of the
respective REMIC III Components of such Class, pro rata in accordance with the
respective amounts of Distributable Component Interest in respect of such REMIC
III Components for such Distribution Date and, to the extent not previously
deemed paid pursuant to Section 4.01(a), for all prior Distribution Dates.

       Any Prepayment Premiums and Yield Maintenance Charges on deposit in the
Collection Account as of the Final Distribution Date (net of any Workout Fees
and/or Liquidation Fees payable therefrom) shall be distributed among the
Holders of the Class X-CL, Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J and/or Class K Certificates in accordance with Section 4.01(c).

       Any amounts representing Additional Interest on deposit in the Collection
Account as of the Final Distribution Date shall be distributed to the Holders of
the Class V Certificates in accordance with Section 4.01(d).

       Any Loss of Value Payments on deposit in the Loss of Value Reserve Fund
as of the Final Distribution Date (after the transfer of any Loss of Value
Payments to the Collection Account from the Loss of Value Reserve Fund on the
immediately preceding Trust Master Servicer Remittance Date in accordance with
Section 3.05(e)) shall be distributed to the Holders of the Class R-III
Certificates in accordance with Section 4.01(d).

       Any funds not distributed to any Holder or Holders of Certificates of any
Class on the Final Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall,

                                     -318-


on such date, be set aside and held uninvested in trust and credited to the
account or accounts of the appropriate non-tendering Holder or Holders. If any
Certificates as to which notice has been given pursuant to this Section 9.01
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee, directly or through an agent,
shall take such reasonable steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall
deem appropriate. The costs and expenses of holding such funds in trust and of
contacting such Certificateholders following the first anniversary of the
delivery of such second notice to the non-tendering Certificateholders shall be
paid out of such funds. No interest shall accrue or be payable to any former
Holder on any amount held in trust hereunder. If by the second anniversary of
the delivery of such second notice, all of the Certificates shall not have been
surrendered for cancellation, then, subject to applicable law, the Trustee shall
distribute to the Class R-III Certificateholders all unclaimed funds and other
assets which remain subject hereto.

       All actual distributions on the respective Classes of REMIC III
Certificates on the Final Distribution Date in accordance with foregoing
provisions of this Section 9.01 shall be deemed to first have been distributed
from REMIC I to REMIC II on the various REMIC I Regular Interests in accordance
with Section 4.01(k) and then from REMIC II to REMIC III on the various REMIC II
Regular Interests in accordance with Section 4.01(j).

       SECTION 9.02. Additional Termination Requirements.

       (a) If the Depositor, Lehman Brothers, any Controlling Class
Certificateholder, the Special Servicer or the Master Servicer purchases all of
the Trust Mortgage Loans and each REO Property remaining in the Trust Fund as
provided in Section 9.01, the Trust Fund (and, accordingly, each REMIC Pool)
shall be terminated in accordance with the following additional requirements,
unless the Person effecting such purchase obtains at its own expense and
delivers to the Trustee and the Tax Administrator, an Opinion of Counsel,
addressed to the Trustee and the Tax Administrator, to the effect that the
failure of the Trust Fund to comply with the requirements of this Section 9.02
will not result in an Adverse REMIC Event or an Adverse Grantor Trust Event:

           (i) the Tax Administrator shall specify the first day in the 90-day
   liquidation period in a statement attached to the final Tax Return for each
   REMIC Pool pursuant to Treasury regulations section 1.860F-1 and shall
   satisfy all requirements of a qualified liquidation under Section 860F of the
   Code and any regulations thereunder as set forth in the Opinion of Counsel
   obtained pursuant to Section 9.01 from the party effecting the purchase of
   all the Trust Mortgage Loans and REO Property remaining in the Trust Fund;

           (ii) during such 90-day liquidation period and at or prior to the
   time of making of the final payment on the Certificates, the Trustee shall
   sell all of the assets of REMIC I to the Master Servicer, Lehman Brothers,
   the purchasing Controlling Class Certificateholder, the Special Servicer or
   the Depositor, as applicable, for cash; and

           (iii) at the time of the making of the final payment on the
   Certificates, the Trustee shall distribute or credit, or cause to be
   distributed or credited, to the Certificateholders

                                     -319-


   in accordance with Section 9.01 all cash on hand (other than cash retained to
   meet claims), and each REMIC Pool shall terminate at that time.

       (b) By their acceptance of Certificates, the Holders thereof hereby agree
to authorize the Tax Administrator to specify the 90-day liquidation period for
each REMIC Pool, which authorization shall be binding upon all successor
Certificateholders.

       SECTION 9.03. Meriden Mall REO Property and Grace Building REO Property.

       References to "REO Property" and "REO Properties" in Sections 9.01 and
9.02 shall be deemed to include the Trust's rights with respect to any Meriden
Mall REO Property and/or any Grace Building REO Property, and such rights shall
be taken into account in calculating the purchase price payable under Section
9.01 for the purchase of assets out of the Trust Fund.

                                     -320-


                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS


       SECTION 10.01. REMIC Administration.

       (a) The Tax Administrator shall elect to treat each REMIC Pool as a REMIC
under the Code and, if necessary, under applicable state law. Such election will
be made on Form 1066 or other appropriate federal or state Tax Returns for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued.

       (b) The REMIC I Regular Interests, the REMIC II Regular Interests and the
Regular Interest Certificates (or, in the case of each Class of Interest
Interest-Only Certificates, each of the REMIC III Components of such Class) are
hereby designated as "regular interests" (within the meaning of Section
860G(a)(1) of the Code) in REMIC I, REMIC II and REMIC III, respectively. The
Class R-I Certificates, the Class R-II Certificates and the Class R-III
Certificates are hereby designated as the single class of "residual interests"
(within the meaning of Section 860G(a)(2) of the Code) in REMIC I, REMIC II and
REMIC III, respectively. None of the Master Servicer, the Special Servicer or
the Trustee shall (to the extent within its control) permit the creation of any
other "interests" in any REMIC Pool (within the meaning of Treasury regulations
section 1.860D-1(b)(1)).

       (c) The Closing Date is hereby designated as the "startup day" of each
REMIC Pool within the meaning of Section 860G(a)(9) of the Code.

       (d) The related Plurality Residual Interest Certificateholder as to the
applicable taxable year is hereby designated as the Tax Matters Person of each
REMIC Pool, and shall act on behalf of the related REMIC in relation to any tax
matter or controversy and shall represent the related REMIC in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority; provided that the Tax Administrator is hereby
irrevocably appointed to act and shall act (in consultation with the Tax Matters
Person for each REMIC Pool) as agent and attorney-in-fact for the Tax Matters
Person for each REMIC Pool in the performance of its duties as such.

       (e) For purposes of Treasury regulations section 1.860G-1(a)(4)(iii), the
related Legal Final Distribution Date has been designated the "latest possible
maturity date" of each REMIC I Regular Interest, each REMIC II Regular Interest
and each Class of Regular Interest Certificates (or, in the case of each Class
of Interest-Only Certificates, each REMIC III Component of such Class).

       (f) Except as otherwise provided in Section 3.17(a) and subsections (i)
and (j) below, the Tax Administrator shall pay out of its own funds any and all
routine tax administration expenses of the Trust Fund incurred with respect to
each REMIC Pool (but not including any professional fees or expenses related to
audits or any administrative or judicial proceedings with respect to the Trust
Fund that involve the IRS or state tax authorities which extraordinary expenses
shall be payable or reimbursable to the Tax Administrator from the Trust Fund
(exclusive of the Grantor Trust Assets), unless otherwise provided in Section
10.01(i) or 10.01(j)).

                                     -321-


       (g) Within 30 days after the Closing Date, the Tax Administrator shall
prepare and file with the IRS Form 8811, "Information Return for Real Estate
Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the Trust Fund. In addition, the Tax Administrator shall
prepare, sign and file all of the other Tax Returns in respect of each REMIC
Pool. The expenses of preparing and filing such returns shall be borne by the
Tax Administrator without any right of reimbursement therefor. The other parties
hereto shall provide on a timely basis to the Tax Administrator or its designee
such information with respect to each REMIC Pool as is in its possession and
reasonably requested by the Tax Administrator to enable it to perform its
obligations under this Section 10.01. Without limiting the generality of the
foregoing, the Depositor, within ten days following the Tax Administrator's
request therefor, shall provide in writing to the Tax Administrator such
information as is reasonably requested by the Tax Administrator for tax
purposes, as to the valuations and issue prices of the Certificates, and the Tax
Administrator's duty to perform its reporting and other tax compliance
obligations under this Section 10.01 shall be subject to the condition that it
receives from the Depositor such information possessed by the Depositor that is
necessary to permit the Tax Administrator to perform such obligations.

       (h) The Tax Administrator shall perform on behalf of each REMIC Pool all
reporting and other tax compliance duties that are the responsibility of each
such REMIC Pool under the Code, the REMIC Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority. Included
among such duties, the Tax Administrator shall provide to: (i) any Transferor of
a Residual Interest Certificate, such information as is necessary for the
application of any tax relating to the transfer of a Residual Interest
Certificate to any Person who is not a Permitted Transferee; (ii) the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions, including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption as
required hereunder); and (iii) the IRS, the name, title, address and telephone
number of the Person who will serve as the representative of each REMIC Pool.
The parties also intend that the portion of the Trust Fund consisting of the
Loss of Value Reserve Fund shall constitute, and the affairs of such portion of
the Trust Fund shall be conducted so as to qualify as, an "outside reserve fund"
within the meaning of Treasury regulations section 1.860G-2(h) and the
provisions hereof shall be interpreted consistently with this intention.

       (i) The Tax Administrator shall perform its duties hereunder so as to
maintain the status of each REMIC Pool as a REMIC under the REMIC Provisions
(and the Trustee, the Master Servicer and the Special Servicer shall assist the
Tax Administrator to the extent reasonably requested by the Tax Administrator
and to the extent of information within the Trustee's, the Master Servicer's or
the Special Servicer's possession or control). None of the Tax Administrator,
the Master Servicer, the Special Servicer or the Trustee shall knowingly take
(or cause any REMIC Pool to take) any action or fail to take (or fail to cause
to be taken) any action that, under the REMIC Provisions, if taken or not taken,
as the case may be, could result in an Adverse REMIC Event, unless the Tax
Administrator has obtained or received an Opinion of Counsel (at the expense of
the party requesting such action or at the expense of the Trust Fund if the Tax
Administrator seeks to take such action or to refrain from acting for the
benefit of the Certificateholders) to the effect that the contemplated action
will not result in an Adverse REMIC Event or an Adverse Grantor Trust Event.
None of the other parties hereto shall take any action or fail to take any
action (whether or not authorized hereunder) as to which the Tax Administrator
has advised it in writing that the Tax Administrator has received or obtained an
Opinion of Counsel to the effect that an Adverse REMIC Event or an Adverse
Grantor Trust Event could result from such action or failure to act. In
addition, prior to taking any action with respect to any REMIC

                                     -322-


Pool, or causing any REMIC Pool to take any action, that is not expressly
permitted under the terms of this Agreement, the Master Servicer and the Special
Servicer shall consult with the Tax Administrator or its designee, in writing,
with respect to whether such action could cause an Adverse REMIC Event or an
Adverse Grantor Trust Event to occur. The Tax Administrator may consult with
counsel to make such written advice, and the cost of same shall be borne by the
party seeking to take the action not permitted by this Agreement, but in no
event at the cost or expense of the Trust Fund or the Trustee. At all times as
may be required by the Code, the Tax Administrator shall make reasonable efforts
to ensure that substantially all of the assets of each REMIC Pool will consist
of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.

       (j) If any tax is imposed on any REMIC Pool, including "prohibited
transactions" taxes as defined in Section 860F(a)(2) of the Code, any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the
Code, any taxes on contributions to any REMIC Pool after the Startup Day
pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code
or any applicable provisions of State or Local Tax laws (other than any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.17(a)),
such tax, together with all incidental costs and expenses (including penalties
and reasonable attorneys' fees), shall be charged to and paid by: (i) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax
Administrator of any of its obligations under this Section 10.01; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.01; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.01; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.01; (v) the Depositor, if such tax was imposed due to the
fact that any of the Lehman Trust Mortgage Loans did not, at the time of their
transfer to REMIC I, constitute a "qualified mortgage" as defined in Section
860G(a)(3) of the Code; or (vi) the Trust Fund, excluding the portion thereof
constituting the Grantor Trust, in all other instances. Any tax permitted to be
incurred by the Special Servicer pursuant to Section 3.17(a) shall be charged to
and paid by the Trust Fund (exclusive of the Grantor Trust Assets). Any such
amounts payable by the Trust Fund shall be paid by the Trustee upon the written
direction of the Tax Administrator out of amounts on deposit in the Collection
Account in reduction of the Available Distribution Amount pursuant to Section
3.05(b).

       (k) The Tax Administrator shall, for federal income tax purposes,
maintain books and records with respect to each REMIC Pool on a calendar year
and on an accrual basis.

       (l) Following the Startup Day, none of the Trustee, the Master Servicer
and the Special Servicer shall accept any contributions of assets to any REMIC
Pool unless it shall have received an Opinion of Counsel (at the expense of the
party seeking to cause such contribution and in no event at the expense of the
Trust Fund or the Trustee) to the effect that the inclusion of such assets in
such REMIC Pool will not cause: (i) such REMIC Pool to fail to qualify as a
REMIC at any time that any Certificates are outstanding; or (ii) the imposition
of any tax on such REMIC Pool under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.

       (m) None of the Trustee, the Master Servicer and the Special Servicer
shall consent to or, to the extent it is within the control of such Person,
permit: (i) the sale or disposition of any of the Trust Mortgage Loans (except
in connection with (A) the default or reasonably foreseeable material

                                     -323-


default of a Trust Mortgage Loan, including, but not limited to, the sale or
other disposition of a Mortgaged Property acquired by deed in lieu of
foreclosure, (B) the bankruptcy of any REMIC Pool, (C) the termination of any
REMIC Pool pursuant to Article IX of this Agreement, or (D) a purchase of Trust
Mortgage Loans pursuant to or as contemplated by Article II or III of this
Agreement); (ii) the sale or disposition of any investments in the Collection
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account,
any Custodial Account or any REO Account for gain; or (iii) the acquisition of
any assets for any REMIC Pool (other than a Mortgaged Property acquired through
foreclosure, deed in lieu of foreclosure or otherwise in respect of a defaulted
Trust Mortgage Loan and other than Permitted Investments acquired in accordance
with Section 3.06 in connection with the investment of funds in a Custodial
Account or an REO Account); in any event unless it has received an Opinion of
Counsel (at the expense of the party seeking to cause such sale, disposition, or
acquisition but in no event at the expense of the Trust Fund or the Trustee) to
the effect that such sale, disposition, or acquisition will not cause: (x) any
REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are
outstanding; or (y) the imposition of any tax on any REMIC Pool under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.

       (n) Except as permitted by Section 3.17(a), none of the Trustee, the
Master Servicer and the Special Servicer shall enter into any arrangement by
which any REMIC Pool will receive a fee or other compensation for services nor
permit any REMIC Pool to receive any income from assets other than "qualified
mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.

       SECTION 10.02. Grantor Trust Administration.

       (a) The Tax Administrator shall treat the Grantor Trust, for tax return
preparation purposes, as a grantor trust under the Code and, if necessary, under
applicable state law and will file appropriate federal or state Tax Returns for
each taxable year ending on or after the last day of the calendar year in which
the Certificates are issued.

       (b) The Tax Administrator shall pay out of its own funds any and all
routine tax administration expenses of the Trust Fund incurred with respect to
the Grantor Trust (but not including any professional fees or expenses related
to audits or any administrative or judicial proceedings with respect to the
Trust Fund that involve the IRS or state tax authorities which extraordinary
expenses shall be payable or reimbursable to the Tax Administrator from the
Grantor Trust Assets in the Trust Fund, unless otherwise provided in Section
10.02(e) or 10.02(f)).

       (c) The Tax Administrator shall prepare, sign and file all of the Tax
Returns in respect of the Grantor Trust. The expenses of preparing and filing
such returns shall be borne by the Tax Administrator without any right of
reimbursement therefor. The Tax Administrator shall comply with such requirement
by filing Form 1041, indicating the name and address of the Trust and signed by
the Tax Administrator but otherwise left blank. There shall be appended to each
such form a schedule for each Certificateholder indicating such
Certificateholder's share of income and expenses of the Trust for the portion of
the preceding calendar year in which such Certificateholder possessed an
Ownership Interest in a Certificate. Such form shall be prepared in sufficient
detail to enable reporting on the cash or accrual method of accounting, as
applicable, and to report on such Certificateholder's fiscal year if other than
the calendar year. The other parties hereto shall provide on a timely basis to
the Tax Administrator or its designee such information with respect to the
Grantor Trust as is in its possession

                                     -324-


and reasonably requested by the Tax Administrator to enable it to perform its
obligations under this Section 10.02. Without limiting the generality of the
foregoing, the Depositor, within ten days following the Tax Administrator's
request therefor, shall provide in writing to the Tax Administrator such
information as is reasonably requested by the Tax Administrator for tax
purposes, and the Tax Administrator's duty to perform its reporting and other
tax compliance obligations under this Section 10.02 shall be subject to the
condition that it receives from the Depositor such information possessed by the
Depositor that is necessary to permit the Tax Administrator to perform such
obligations.

       (d) The Tax Administrator shall perform on behalf of the Grantor Trust
all reporting and other tax compliance duties that are required in respect
thereof under the Code, the Grantor Trust Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority, including the
furnishing to Certificateholders of the schedules described in Section 10.01(c).

       (e) The Tax Administrator shall perform its duties hereunder so as to
maintain the status of the Grantor Trust as a grantor trust under the Grantor
Trust Provisions (and the Trustee, the Master Servicer and the Special Servicer
shall assist the Tax Administrator to the extent reasonably requested by the Tax
Administrator and to the extent of information within the Trustee's, the Master
Servicer's or the Special Servicer's possession or control). None of the Tax
Administrator, Master Servicer, the Special Servicer or the Trustee shall
knowingly take (or cause the Grantor Trust to take) any action or fail to take
(or fail to cause to be taken) any action that, under the Grantor Trust
Provisions, if taken or not taken, as the case may be, could result in an
Adverse Grantor Trust Event, unless the Tax Administrator has obtained or
received an Opinion of Counsel (at the expense of the party requesting such
action or at the expense of the Trust Fund if the Tax Administrator seeks to
take such action or to refrain from taking any action for the benefit of the
Certificateholders) to the effect that the contemplated action will not result
in an Adverse Grantor Trust Event. None of the other parties hereto shall take
any action or fail to take any action (whether or not authorized hereunder) as
to which the Tax Administrator has advised it in writing that the Tax
Administrator has received or obtained an Opinion of Counsel to the effect that
an Adverse Grantor Trust Event could result from such action or failure to act.
In addition, prior to taking any action with respect to the Grantor Trust, or
causing the Trust Fund to take any action, that is not expressly permitted under
the terms of this Agreement, the Master Servicer and the Special Servicer shall
consult with the Tax Administrator or its designee, in writing, with respect to
whether such action could cause an Adverse Grantor Trust Event to occur. The Tax
Administrator may consult with counsel to make such written advice, and the cost
of same shall be borne by the party seeking to take the action not permitted by
this Agreement, but in no event at the cost or expense of the Trust Fund, the
Tax Administrator or the Trustee.

       (f) If any tax is imposed on the Grantor Trust, such tax, together with
all incidental costs and expenses (including penalties and reasonable attorneys'
fees), shall be charged to and paid by: (i) the Tax Administrator, if such tax
arises out of or results from a breach by the Tax Administrator of any of its
obligations under this Section 10.02; (ii) the Special Servicer, if such tax
arises out of or results from a breach by the Special Servicer of any of its
obligations under Article III or this Section 10.02; (iii) the Master Servicer,
if such tax arises out of or results from a breach by the Master Servicer of any
of its obligations under Article III or this Section 10.02; (iv) the Trustee, if
such tax arises out of or results from a breach by the Trustee of any of its
obligations under Article IV, Article VIII or this Section 10.02; or (v) the
portion of the Trust Fund constituting the Grantor Trust in all other instances.

                                     -325-


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS


       SECTION 11.01. Amendment.

       (a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders or any of the Non-Trust Mortgage Loan Noteholders, (i) to
cure any ambiguity, (ii) to correct, modify or supplement any provision herein
which may be inconsistent with any other provision herein or with the
description thereof in the Prospectus or the Prospectus Supplement, (iii) to add
any other provisions with respect to matters or questions arising hereunder
which shall not be inconsistent with the existing provisions hereof, (iv) to
relax or eliminate any requirement hereunder imposed by the REMIC Provisions if
the REMIC Provisions are amended or clarified such that any such requirement may
be relaxed or eliminated, (v) to relax or eliminate any requirement imposed by
the Securities Act or the rules promulgated thereunder if the Securities Act or
those rules are amended or clarified so as to allow for the relaxation or
elimination of that requirement; (vi) as evidenced by an Opinion of Counsel
delivered to the Master Servicer, the Special Servicer and the Trustee, either
(A) to comply with any requirements imposed by the Code or any successor or
amendatory statute or any temporary or final regulation, revenue ruling, revenue
procedure or other written official announcement or interpretation relating to
federal income tax laws or any such proposed action which, if made effective,
would apply retroactively to any of the REMIC Pools or the Grantor Trust at
least from the effective date of such amendment, or (B) to avoid the occurrence
of a prohibited transaction or to reduce the incidence of any tax that would
arise from any actions taken with respect to the operation of any REMIC Pool or
the Grantor Trust; (vii) as provided in Section 5.02(d)(iv), to modify, add to
or eliminate any of the provisions of Section 5.02(d)(i), (ii) or (iii); (viii)
to amend any provision of Section 8.15 as contemplated by Section 8.15(m); or
(ix) to otherwise modify or delete existing provisions of this Agreement;
provided that such amendment (other than any amendment for any of the specific
purposes described in clauses (i), (ii), (iv), (v), (vi), (vii) and (viii)
above) shall not adversely affect in any material respect the interests of any
Certificateholder or Serviced Non-Trust Mortgage Loan Noteholder, as evidenced
by either an Opinion of Counsel delivered to the Trustee and each other party
hereto to such effect, or an acknowledgment to such effect from the subject
Certificateholder or Serviced Non-Trust Mortgage Loan Noteholder, as the case
may be, or, in the case of a Class of Certificates to which a rating has been
assigned by one or more Rating Agencies, written confirmation from each
applicable Rating Agency to the effect that such amendment shall not result in
an Adverse Rating Event with respect to any Class of Certificates; and provided,
further, that such amendment shall not significantly change the activities of
the Trust (insofar as such change would adversely affect the status of the Trust
as a "qualifying special purpose entity" under FASB 140).

       (b) This Agreement may also be amended from time to time by the agreement
of the parties hereto with the consent of the Holders of Certificates entitled
to at least 66-2/3% of the Voting Rights allocated to the affected Classes for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights
of the Holders of Certificates; provided, however, that no such amendment shall
(i) reduce in any manner the amount of, or delay the timing of, payments
received or advanced on Mortgage Loans that are required to be distributed on
any Certificate, without the

                                     -326-


consent of the Holder of such Certificate, or that are required to be
distributed to any Serviced Non-Trust Mortgage Loan Noteholder, without the
consent of such Serviced Non-Trust Mortgage Loan Noteholder, (ii) adversely
affect in any material respect the interests of the Holders of any Class of
Certificates or the interests of any Serviced Non-Trust Mortgage Loan Noteholder
in a manner other than as described in the immediately preceding clause (i),
without the consent of the Holders of all Certificates of such Class or the
consent of such Serviced Non-Trust Mortgage Loan Noteholder, as the case may be,
(iii) significantly change the activities of the Trust (insofar as such change
would adversely affect the status of the Trust as a "qualifying special purpose
entity" under FASB 140) without the consent of the Holders of Certificates
entitled to not less than 51% of all the Voting Rights (without regard to
Certificates held by the Depositor or any of the Depositor's Affiliates and/or
agents), (iv) modify the provisions of this Section 11.01, without the consent
of the Holders of all Certificates then outstanding and the consent of all of
the Serviced Non-Trust Mortgage Loan Noteholders, (v) modify the provisions of
Section 3.20 or the Servicing Standard, without the consent of the Holders of
all Regular Interest Certificates then outstanding and the consent of all of the
Serviced Non-Trust Mortgage Loan Noteholders, or (vi) modify the specified
percentage of Voting Rights which are required to be held by Certificateholders
to consent, approve or object to any particular action pursuant to any provision
of this Agreement without the consent of the Holders of all Certificates then
outstanding. Notwithstanding any other provision of this Agreement, for purposes
of the giving or withholding of consents pursuant to this Section 11.01(b),
Certificates registered in the name of any party hereto or any Affiliate thereof
shall be entitled to the same Voting Rights with respect to matters described
above as they would if any other Person held such Certificates, so long as the
subject amendment does not relate to increasing its rights or reducing or
limiting its obligations hereunder as a party to this Agreement.

       (c) Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall first have
obtained or been furnished with an Opinion of Counsel addressed to the Trustee
and each other party hereto, to the effect that (i) such amendment or the
exercise of any power granted to the Trustee, the Master Servicer or the Special
Servicer in accordance with such amendment will not result in the imposition of
a tax on any REMIC Pool pursuant to the REMIC Provisions, cause any REMIC Pool
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a
grantor trust within the meaning of the Grantor Trust Provisions at any time
that any Certificates are outstanding and (ii) such amendment complies in all
material respects with the provisions of this Section 11.01.

       (d) Promptly after the execution of any such amendment, the Trustee shall
send a copy thereof to each Certificateholder and each Serviced Non-Trust
Mortgage Loan Noteholder.

       (e) It shall not be necessary for the consent of Certificateholders under
this Section 11.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

       (f) Each of the Master Servicer, the Special Servicer and the Trustee may
but shall not be obligated to enter into any amendment pursuant to this section
that affects its rights, duties and immunities under this Agreement or
otherwise.

       (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Master Servicer, the

                                     -327-


Special Servicer or the Trustee requests any amendment of this Agreement that
protects or is in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to
Section 11.01(a) or (c) shall be payable out of the Pool Custodial Account, in
the case of the Master Servicer and the Special Servicer, pursuant to Section
3.05(a), or out of the Collection Account, in the case of the Trustee, pursuant
to Section 3.05(b).

       SECTION 11.02. Recordation of Agreement; Counterparts.

       (a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer at the expense of the Trust Fund or, to the extent that it
benefits them, the Serviced Non-Trust Mortgage Loan Noteholders, but only upon
direction accompanied by an Opinion of Counsel (the cost of which may be paid
out of the Pool Custodial Account pursuant to Section 3.05(a) or, to the extent
that it benefits the Serviced Non-Trust Mortgage Loan Noteholders, out of the
Loan Combination Custodial Accounts pursuant to Section 3.05A), to the effect
that such recordation materially and beneficially affects the interests of the
Certificateholders and/or the Serviced Non-Trust Mortgage Loan Noteholders;
provided, however, that the Trustee shall have no obligation or responsibility
to determine whether any such recordation of this Agreement is required.

(b) For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.

       SECTION 11.03. Limitation on Rights of Certificateholders.

       (a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

       (b) No Certificateholder (except as expressly provided for herein) shall
have any right to vote or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

       (c) No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement or any Mortgage Loan,
unless, with respect to any suit, action or proceeding upon or under or with
respect to this Agreement, such Person previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and unless also (except in the case of a default by
the Trustee) the Holders of Certificates entitled to at least 25% of the Voting
Rights shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable

                                     -328-


indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and (except in the case of a default by the
Trustee) the Trustee, for 60 days after its receipt of such notice, request and
offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the
Trustee, that no one or more Holders of Certificates shall have any right in any
manner whatsoever by virtue of any provision of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of such
Certificates, or to obtain or seek to obtain priority over or preference to any
other such Holder, which priority or preference is not otherwise provided for
herein, or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
section, each and every Certificateholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

       SECTION 11.04. Governing Law; Consent to Jurisdiction.

       This Agreement will be governed by and construed in accordance with the
laws of the State of New York, applicable to agreements negotiated, made and to
be performed entirely in said state. To the fullest extent permitted under
applicable law, the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent each hereby irrevocably (i) submits to the
jurisdiction of any New York State and federal courts sitting in New York City,
to the exclusion of all other courts, with respect to matters arising out of or
relating to this Agreement; (ii) agrees that all claims with respect to such
action or proceeding shall be heard and determined in such New York State or
federal courts, to the exclusion of all other courts; (iii) waives the defense
of an inconvenient forum in connection with such action or proceeding commenced
in such New York State or federal courts; and (iv) agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law; provided that if both a New York State and a federal court sitting in New
York in which an action or proceeding has been duly and properly commenced by
any party to this Agreement regarding a matter arising out of or relating to
this Agreement has refused to accept jurisdiction over or otherwise has not
accepted such action or proceeding within, in the case of each such court, 60
days of the commencement or filing thereof, then the words "to the exclusion of
all other courts" in clause (i) and clause (ii) of this sentence shall not apply
with regard to such action or proceeding and the reference to "shall" in clause
(ii) of this reference shall be deemed to be "may".

       SECTION 11.05. Notices.

       Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given when delivered to: (i) in the case of the Depositor, Structured
Asset Securities Corporation II, 745 Seventh Avenue, New York, New York 10019,
Attention: David Nass--LB-UBS Commercial Mortgage Trust 2004-C8, facsimile
number: (646) 758-5376; (ii) in the case of the Master Servicer, Wachovia Bank,
National Association, 8739 Research Drive, URP4, Charlotte, North Carolina
28262-1075, Attention: LB-UBS Mortgage Trust 2004-C8, facsimile number: (704)
715-0036; (iii) in the case of the Special Servicer, Lennar Partners, Inc., 1601
Washington Avenue, Suite 800, Miami Beach, Florida 33139, Attention: Randy
Wolpert--LB-UBS Commercial Mortgage Trust 2004-C8, facsimile number: (305)
695-5601; (iv) in the case of the Trustee, LaSalle Bank National Association,
135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention: Global
Securitization Trust Services Group--LB-UBS Commercial

                                     -329-


Mortgage Trust 2004-C8, facsimile number: (312) 904-2084; (v) in the case of the
Fiscal Agent, ABN AMRO Bank N.V., 135 South LaSalle Street, Suite 1625, Chicago,
Illinois 60603, Attention: Global Securitization Trust Services Group--LB-UBS
Commercial Mortgage Trust 2004-C8, facsimile number: (312) 904-2084; (vi) in the
case of the Underwriters, (A) Lehman Brothers, Inc., 745 Seventh Avenue, New
York, New York 10019, Attention: David Nass--LB-UBS Commercial Mortgage Trust
2004-C8, facsimile number: (646) 758-4203, and (B) UBS Securities LLC, 1285
Avenue of the Americas, New York, New York 10019, Attention: Robert Pettinato,
facsimile number: (212) 713-2631, with a copy to Robert C. Dinerstein, General
Counsel; (vii) in the case of the Rating Agencies, (A) Moody's Investors
Service, Inc., 99 Church Street, New York, New York 10007, Attention: Commercial
Mortgage Surveillance, facsimile number: (212) 553-4392, and (B) Standard &
Poor's Rating Services, a division of The McGraw-Hill Companies, Inc., 55 Water
Street, 10th Floor, New York, New York 10004, Attention: CMBS Surveillance
Department, facsimile number: (212) 438-2662; and (viii) in the case of the
Controlling Class Representative, Delaware Securities Holdings, Inc., 1601
Washington Avenue, Suite 800, Miami Beach, Florida 33139, Attention: Randy
Wolpert, LB-UBS Commercial Mortgage Trust 2004-C8, facsimile number: (305)
695-5601; or, as to each such Person, such other address as may hereafter be
furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to
have been duly given when mailed first class, postage prepaid, to the address of
such Holder as shown in the Certificate Register.

       SECTION 11.06. Severability of Provisions.

       If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

       SECTION 11.07. Grant of a Security Interest.

       The Depositor and the Trustee agree that it is their intent that the
conveyance of the Depositor's right, title and interest in and to the Trust
Mortgage Loans pursuant to this Agreement shall constitute a sale and not a
pledge of security for a loan. If such conveyance is deemed to be a pledge of
security for a loan, however, the Depositor and the Trustee agree that it is
their intent that the rights and obligations of the parties to such loan shall
be established pursuant to the terms of this Agreement. The Depositor and the
Trustee also intend and agree that, in such event: (i) in order to secure
performance of the Depositor's obligations hereunder and payment of the
Certificates, the Depositor shall be deemed to have granted, and does hereby
grant, to the Trustee (in such capacity) a first priority security interest in
the Depositor's entire right, title and interest in and to the following
property, whether now owned or existing or hereafter acquired or arising: (A)
the Trust Mortgage Loans, (B) the UBS/Depositor Mortgage Loan Purchase
Agreement, (C) the respective Co-Lender Agreements, (D) all other assets
included or to be included the Trust Fund, including all principal, interest and
other amounts received or receivable on or with respect to the Trust Mortgage
Loans and due after the Cut-off Date (other than any Principal Prepayments
received on or prior to the Cut-off Date), all amounts (other than those
allocable to the Serviced Non-Trust Mortgage Loans and/or any successor REO
Mortgage Loans with respect thereto) held from time to time in the Custodial
Accounts, the Collection Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Account and, if established, the REO Account(s), the Loss
of

                                     -330-


Value Reserve Fund and the Defeasance Deposit Account and any and all
reinvestment earnings on such amounts, and all of the Depositor's right, title
and interest in and to the proceeds of any title, hazard or other Insurance
Policies related to the Trust Mortgage Loans, and (E) all proceeds and products
of the foregoing; and (ii) this Agreement shall constitute a security agreement
under applicable law. The Depositor shall file or cause to be filed, a UCC
Financing Statement or Form UCC-1, which shall include a Schedule I
substantially in the form attached as Exhibit J hereto, in the State of Delaware
promptly following the initial issuance of the Certificates, and the Trustee
shall prepare, execute and file at each such office, with the consent of the
Depositor hereby given, continuation statements with respect thereto, in each
case within six months prior to the fifth anniversary of the immediately
preceding filing. The Depositor shall cooperate in a reasonable manner with the
Trustee and the Master Servicer in preparing and filing such continuation
statements. This Section 11.07 shall constitute notice to the Trustee pursuant
to any of the requirements of the UCC.

       SECTION 11.08. Streit Act.

       Any provisions required to be contained in this Agreement by Section 126
of Article 4-A of the New York Real Property Law are hereby incorporated herein,
and such provisions shall be in addition to those conferred or imposed by this
Agreement; provided, however, that to the extent that such Section 126 shall not
have any effect, and if said Section 126 should at any time be repealed or cease
to apply to this Agreement or be construed by judicial decision to be
inapplicable, said Section 126 shall cease to have any further effect upon the
provisions of this Agreement. In case of a conflict between the provisions of
this Agreement and any mandatory provisions of Article 4-A of the New York Real
Property Law, such mandatory provisions of said Article 4-A shall prevail,
provided that if said Article 4-A shall not apply to this Agreement, should at
any time be repealed, or cease to apply to this Agreement or be construed by
judicial decision to be inapplicable, such mandatory provisions of such Article
4-A shall cease to have any further effect upon the provisions of this
Agreement.

       SECTION 11.09. Successors and Assigns; Beneficiaries.

       The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders. Each
Underwriter shall be a third-party beneficiary to this Agreement solely with
respect to its right to receive the reports, statements and other information to
which it is entitled hereunder, to preserve such Underwriter's rights under
Sub-Servicing Agreements as contemplated by Section 3.22(d) and, in the case of
Lehman Brothers, to terminate the Trust Fund pursuant to Section 9.01. Each of
the Sub-Servicers that is a party to a Sub-Servicing Agreement in effect on the
Closing Date (or being negotiated as of the Closing Date and in effect within 90
days thereafter) shall be a third-party beneficiary to the obligations of a
successor Master Servicer under Section 3.22, provided that the sole remedy for
any claim by a Sub-Servicer as a third-party beneficiary pursuant to this
Section 11.09 shall be against a successor Master Servicer solely in its
corporate capacity and no Sub-Servicer shall have any rights or claims against
the Trust Fund or any party hereto (other than a successor Master Servicer in
its corporate capacity as set forth in this Section 11.09) as a result of any
rights conferred on such Sub-Servicer as a third-party beneficiary pursuant to
this Section 11.09. The Non-Trust Mortgage Loan Noteholders and any designees
thereof acting on behalf of or exercising the rights of the Non-Trust Mortgage
Loan Noteholders shall be third-party beneficiaries to this Agreement with
respect to their rights as specifically provided for herein. The Meriden Mall
Master Servicer shall be a third-party beneficiary to this Agreement with
respect to its rights as specifically provided for herein and under the

                                     -331-


Meriden Mall Co-Lender Agreement. The Grace Building Master Servicer shall be a
third-party beneficiary to this Agreement with respect to its rights as
specifically provided for herein and under the Grace Building Co-Lender
Agreement. The UBS Mortgage Loan Seller shall be a third-party beneficiary to
this Agreement with respect to its rights as specifically provided for in the
second paragraph of Section 2.01(d). This Agreement may not be amended in any
manner that would materially and adversely affect the rights of any such
third-party beneficiary without its consent. No other Person, including any
Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim
under this Agreement.

       SECTION 11.10. Article and Section Headings.

       The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.

       SECTION 11.11. Notices to Rating Agencies.

       (a) The Trustee shall promptly provide notice to each Rating Agency with
respect to each of the following of which it has actual knowledge:

           (i) any material change or amendment to this Agreement;

           (ii) the occurrence of any Event of Default, Meriden Mall Event of
   Default or Grace Building Event of Default that has not been cured;

           (iii) the resignation or termination of the Fiscal Agent, the Master
   Servicer or the Special Servicer;

           (iv) the repurchase of Trust Mortgage Loans by the Depositor or the
   UBS Mortgage Loan Seller pursuant to or as contemplated by Section 2.03;

           (v) any change in the location of the Collection Account or the
   Interest Reserve Account;

           (vi) the final payment to any Class of Certificateholders; and

           (vii) any sale or disposition of any Trust Mortgage Loan or REO
   Property.

       (b) The Master Servicer shall promptly provide notice to each Rating
Agency with respect to each of the following of which it has actual knowledge:

           (i) the resignation or removal of the Trustee; and

           (ii) any change in the location of any Custodial Account.

       (c) The Special Servicer shall furnish each Rating Agency with respect to
a Specially Serviced Mortgage Loan such information as the Rating Agency shall
reasonably request and which the Special Servicer can reasonably provide in
accordance with applicable law, with copies to the Trustee.

                                     -332-


       (d) To the extent applicable, each of the Master Servicer and the Special
Servicer shall promptly furnish to each Rating Agency copies of the following
items:

           (i) each of its annual statements as to compliance described in
   Section 3.13;

           (ii) each of its annual independent public accountants' servicing
   reports described in Section 3.14; and

           (iii) any Officer's Certificate delivered by it to the Trustee
   pursuant to Section 3.11(h) or 4.03(c).

       (e) The Trustee shall (i) make available to each Rating Agency, upon
reasonable notice, the items described in Section 8.14(b) and (ii) promptly
deliver to each Rating Agency a copy of any notices given pursuant to Section
7.03(a) or Section 7.03(b).

       (f) The Trustee shall promptly deliver to each Rating Agency a copy of
each of the statements and reports described in Section 4.02(a) that is prepared
by it.

       (g) The Master Servicer shall give each of S&P and Moody's at least 15
days' notice prior to any reimbursement to it of Nonrecoverable Advances from
amounts in the Pool Custodial Account allocable to interest on the Trust
Mortgage Loans unless (1) the Master Servicer determines in its sole discretion
that waiting 15 days after such a notice could jeopardize the Master Servicer's
ability to recover Nonrecoverable Advances, (2) changed circumstances or new or
different information becomes known to the Master Servicer that could affect or
cause a determination of whether any Advance is a Nonrecoverable Advance,
whether to defer reimbursement of a Nonrecoverable Advance or the determination
in clause (1) above, or (3) the Master Servicer has not timely received from the
Trustee information requested by the Master Servicer to consider in determining
whether to defer reimbursement of a Nonrecoverable Advance; provided that, if
clause (1), (2) or (3) apply, the Master Servicer shall give S&P and Moody's
notice of an anticipated reimbursement to it of Nonrecoverable Advances from
amounts in the Pool Custodial Account allocable to interest on the Trust
Mortgage Loans as soon as reasonably practicable in such circumstances. The
Master Servicer shall have no liability for any loss, liability or expense
resulting from any notice provided to Moody's or S&P contemplated by the
immediately preceding sentence.

       (h) Each of the Trustee, the Master Servicer and the Special Servicer
shall provide to each Rating Agency such other information with respect to the
Mortgage Loans and the Certificates, to the extent such party possesses such
information, as such Rating Agency shall reasonably request.

       SECTION 11.12. Complete Agreement.

       This Agreement embodies the complete agreement among the parties and may
not be varied or terminated except by a written agreement conforming to the
provisions of Section 11.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.

                                     -333-



       IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.

                                      STRUCTURED ASSET SECURITIES CORPORATION II
                                         Depositor



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


                                      WACHOVIA BANK, NATIONAL ASSOCIATION
                                           Master Servicer



                                      By:    /s/ Paula R.A. Davis
                                           -------------------------------------
                                      Name:  Paula R.A. Davis
                                      Title: Vice President


                                      LENNAR PARTNERS, INC.
                                           Special Servicer



                                      By:     /s/ Shelly L. Rubin
                                           -------------------------------------
                                      Name:   Shelly L. Rubin
                                      Title:  Vice President


                                      LASALLE BANK NATIONAL ASSOCIATION
                                         Trustee



                                      By:    /s/ Barbara L. Marik
                                           -------------------------------------
                                      Name:  Barbara L. Marik
                                      Title: First Vice President


                                      ABN AMRO BANK N.V.
                                         Fiscal Agent


                                      By:    /s/ Barbara L. Marik
                                           -------------------------------------
                                      Name:  Barbara L. Marik
                                      Title: First Vice President


                                      By:    /s/ Cynthia Reis
                                           -------------------------------------
                                      Name:  Cynthia Reis
                                      Title: Senior Vice President





STATE OF NEW YORK                              )
                                               )  ss.:
COUNTY OF NEW YORK                             )



       On the 29th day of November, 2004, before me, a notary public in and for
said State, personally appeared David Nass, known to me to be an Authorized
Signatory of STRUCTURED ASSET SECURITIES CORPORATION II, one of the entities
that executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.

       IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                     /s/ Edna Lanahan
                                        ----------------------------------------
                                                      Notary Public


[Notarial Seal]







STATE OF NORTH CAROLINA                        )
                                               )  ss.:
COUNTY OF MECKLENBURG                          )



       On the 30th day of November, 2004, before me, a notary public in and for
said State, personally appeared Paula R.A. Davis, known to me to be a Vice
President of WACHOVIA BANK, NATIONAL ASSOCIATION, one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.

       IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                  /s/ Elizabeth G. Bare
                                        ----------------------------------------
                                                      Notary Public




[Notarial Seal]







STATE OF FLORIDA                               )
                                               )  ss.:
COUNTY OF MIAMI-DADE                           )



       On the 30th day of November, 2004, before me, a notary public in and for
said State, personally appeared Shelly Rubin, known to me to be a Vice President
of LENNAR PARTNERS, INC., one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such entity, and acknowledged to me that such entity executed the within
instrument.

       IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                   /s/ Felix J. Alvarez
                                        ----------------------------------------
                                                      Notary Public


[Notarial Seal]







STATE OF ILLINOIS                              )
                                               )  ss.:
COUNTY OF COOK                                 )



       On the 30th day of November, 2004, before me, a notary public in and for
said State, personally appeared Barbara L. Marik, known to me to be a First Vice
President of LASALLE BANK NATIONAL ASSOCIATION, one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.

       IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                   /s/ Ethel Franklin
                                        ----------------------------------------
                                                      Notary Public


[Notarial Seal]






STATE OF ILLINOIS                              )
                                               )  ss.:
COUNTY OF COOK                                 )


       On the 30th day of November, 2004, before me, a notary public in and for
said State, personally appeared Barbara L. Marik and Cynthia Reis, known to me
to be a First Vice President and Senior Vice President, respectively, of ABN
AMRO BANK N.V., one of the entities that executed the within instrument, and
also known to me to be the persons who executed it on behalf of such entity, and
acknowledged to me that such entity executed the within instrument.

       IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                   /s/ Ethel Franklin
                                        ----------------------------------------
                                                      Notary Public


[Notarial Seal]




                                   SCHEDULE I

                          TRUST MORTGAGE LOAN SCHEDULE



  MORTGAGE
LOAN NUMBER                       PROPERTY NAME                                      ADDRESS                            CITY
------------------------------------------------------------------------------------------------------------------------------------

     1         The Grace Building                                  1114 Avenue of the Americas                  New York
     2         222 East 41st Street                                222 East 41st Street                         New York
     3         Pickwick Plaza                                      One, Two & Three Pickwick Plaza              Greenwich
     4         U-Store-It Portfolio I                              Various                                      Various
     5         757 Third Avenue                                    757 Third Avenue                             New York
     6         1601 Market Street                                  1601 Market Street                           Philadelphia
     7         Gehr Florida Portfolio                              Various                                      Various
     8         Houston Apartments                                  Various                                      Houston
     9         Hunt Retail Portfolio                               Various                                      Various
     10        Toll Brothers Corporate Headquarters                250 Gibraltar Road                           Horsham
     11        Lembi Portfolio - Trophy Properties III LLC         Various                                      San Francisco
     12        North Haven Pavilion                                200 Universal Drive                          North Haven
     13        Lembi Portfolio - 1320-1380 Lombard                 1320-1380 Lombard Street                     San Francisco
     14        Parkridge Six Aurora Loan Services                  10350 Park Meadows Drive                     Littleton
     15        Trexler Mall                                        6900 Hamilton Boulevard                      Trexlertown
     16        Rosemead Place                                      NEQ Rosemead Boulevard and Interstate 10     Rosemead
     17        Latsko Portfolio I                                  Various                                      Chicago
     18        Antioch Distribution Center                         2110-2300 Wilbur Avenue                      Antioch
     19        Lembi Portfolio - LRL Citigroup Properties DE, LLC  Various                                      San Francisco
     20        Westfield Shoppingtown Meriden                      470 Lewis Avenue                             Meriden
     21        Western Jewelry Mart                                606 South Hill Street                        Los Angeles
     22        Lembi Portfolio - LSL Property Holdings V LLC       Various                                      San Francisco
     23        Santa Fe Arcade                                     60 East San Francisco                        Sante Fe
     24        Yorktowne Mobile Home Park                          7260 Fields-Ertel Road                       Sharonville
     25        Pueblo Del Sol Mobile Home Park                     3751 South Nellis Boulevard                  Las Vegas
     26        Lembi Portfolio - SRV Bay Citi Properties LLC       Various                                      San Francisco
     27        College Square                                      119 E. College Avenue                        Salisbury
     28        Fairway Business Centre                             9130 & 9166 Anaheim Place                    Rancho Cucamonga
     29        River Oaks Apartments                               11291 Harts Road                             Jacksonville
     30        Scarbrough Office Building                          101 W. 6th Street                            Austin
     31        Valley Place Apartments                             3324 Valley Brook Road                       Decatur
     32        6th Avenue Place                                    17301 West Colfax Avenue                     Golden
     33        Cobblestone Apartments                              101 St. George Blvd.                         Savannah
     34        Foothill Plaza                                      121, 131, 141 West Foothill Boulevard        Upland
     35        Amelia Center                                       1254 Ohio Pike                               Amelia
     36        Littlefield Office Building                         106 E.6th Street                             Austin
     37        Lembi Portfolio - LSL Property Holdings VI, LLC     Various                                      San Francisco
     38        Main Street Station                                 505 South Main Street                        Breckenridge
     39        Summerville Galleria Shopping Center                975 Bacons Bridge Road                       Summerville
     40        Comcast Office Building                             900 North Cahuenga Boulevard                 Los Angeles
     41        Three Fountains Apartments                          3364 Fountain Lane                           Montgomery
     42        Lake Charles Power Center                           SEQ of Derek Drive and East Prien Lake Road  Lake Charles
     43        Riverwood Apartments                                342 Riverwood Drive                          Crestview
     44        Camelot Place Apartments                            141 Camelot Drive                            Saginaw
     45        Northgate Village                                   12303 Plano Road                             Dallas
     46        Monfort Heights Shopping Center                     3941 North Bend Road                         Cincinnati
     47        47-30 29th Street                                   47-30 29th Street                            Long Island City
     48        Woodland Estates                                    2351 Valleywood Drive, S.E.                  Grand Rapids
     49        Goshen Station Shopping Center                      6725 Dick Flynn Boulevard                    Goshen
     50        Parkersburg Towne Center                            3930-3942 Murdoch Ave                        Parkersburg
     51        Brighton Place Apartments                           357 Corporate Drive                          Lewisville
     52        Lembi Portfolio - 1520 Gough                        1520 Gough Street                            San Francisco
     53        Verducci Market Plaza                               176 Rte. 202                                 Ringoes
     54        Southaven Shopping Center                           451-521 Stateline Road West                  Southaven
     55        Regal Pavilion                                      2840 East West Connector                     Austell
     56        Lamberton Lakes Apartments                          3118 Plaza Drive, N.E.                       Grand Rapids
     57        Barnwell Plaza Shopping Center                      10600 Dunbarton Blvd.                        Barnwell
     58        Park East Plaza                                     2683 St. John's Bluff Road                   Jacksonville
     59        Carroll Commons                                     1864 Old US Highway 421 South                Boone
     60        Jenkintown Commons                                  93 Old York Road                             Jenkintown
     61        Walgreens - Cadillac                                1220 North Mitchell Street                   Cadillac
     62        Treetops 8181 Professional Place                    8181 Professional Place                      Landover
     63        Bountiful Court Apartments                          185 East 300 North Street                    Provo
     64        Westland Portfolio I                                Various                                      Various
     65        Walgreens-Fayetteville                              880 Highway 85 South                         Fayetteville
     66        Walgreens - Clinton                                 39040 Garfield Road                          Clinton Township
     67        Walgreens - Dallas                                  2311 Lakeland Drive                          Dallas
     68        Cliffbrook Condos                                   7965 Clilffbrook Drive                       Dallas
     69        Walgreens - Three Rivers                            301 South US Highway 131                     Three Rivers
     70        Arbor Terrace                                       1015 West Arkansas Lane                      Arlington
     71        Louetta                                             13040-13050 Louetta Road                     Cypress
     72        Washington Mutual Building                          3003 South Loop                              Houston
     73        Freeway Plaza - Phase II                            SWC 300 West 2100 South                      South Salt Lake City
     74        Eckerd - Greenville                                 1400 Woodruff Road                           Greenville
     75        Lembi Portfolio - 124 Mason                         124 Mason Street                             San Francisco
     76        Westland Portfolio II                               Various                                      Various
     77        Ponderosa Mobile Home Park                          3559 Cossell Road                            Indianapolis
     78        Littlefield Mall Parking Garage                     115 E. 6th Street                            Austin
     79        Casa Grande                                         1664 East Florence Boulevard                 Casa Grande
     80        Grenada Plaza                                       1550 Jameson Drive                           Grenada
     81        538 South Gilbert                                   538 South Gilbert Road                       Gilbert
     82        The Connector                                       2495 East West Connector                     Austell
     83        Vance                                               1639 Marion-Waldo Road                       Marion
     84        Carson Valley Plaza Outparcel                       921 Topsy Lane                               Carson Valley
     85        Somerset Crossing                                   2066 North Center Ave                        Somerset
     86        Palatka Oaks Apartments                             200 College Road                             Palatka
     87        461 & 535 Emily Drive                               461 & 535 Emily Drive                        Clarksburg
     88        Lone Star Storage                                   3521 Frankston Highway                       Tyler
     89        OB Voorhees Self Storage                            1810 East Voorhees Street                    Danville
     90        Westland Portfolio III - Almond Apartments          524 Almond Avenue                            Long Beach
     91        Lembi Portfolio - 500 Bartlett                      500-506 Bartlett Street                      San Francisco






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

     1        NY          10036    117,000,000.00   664,195.49      5.50820           116         7/10/2014         360      Act/360
     2        NY          10017    105,000,000.00   568,037.82      4.49650            83        10/11/2011         300      Act/360
     3        CT          06830     92,500,000.00   553,395.39      5.98000           113         4/11/2014         360      Act/360
     4        Various    Various    90,000,000.00   511,291.00      5.08500            60        11/11/2009         324      Act/360
     5        NY          10017     70,000,000.00   438,671.49      5.55854           117         8/11/2034         360      Act/360
     6        PA          19103     61,500,000.00   266,044.44      5.12000            60        11/11/2009           0      Act/360
     7        FL         Various    40,942,000.00   234,162.38      5.56600           120        11/11/2014         360      Act/360
     8        TX         Various    40,000,000.00   170,671.30      5.05000            59        10/11/2009           0      Act/360
     9        Various    Various    34,500,000.00   204,665.82      5.65000           120        11/11/2014         336      Act/360
     10       PA          19044     30,600,000.00   171,828.42      5.40000           120        11/11/2014         360      Act/360
     11       CA         Various    26,747,000.00   133,784.53      5.92000            60        11/11/2009           0      Act/360
     12       CT          06473     26,000,000.00   151,233.80      5.72000           120        11/11/2014         360      Act/360
     13       CA          94109     24,296,000.00   121,524.99      5.92000            60        11/11/2009           0      Act/360
     14       CO          80124     24,000,000.00   149,307.31      5.97000           119        10/11/2014         324      Act/360
     15       PA          18087     23,124,010.59   132,534.88      5.52500           114         5/11/2014         354      Act/360
     16       CA          91770     22,918,115.01   141,221.87      6.21000           115         6/11/2014         355      Act/360
     17       IL         Various    22,260,000.00   126,669.30      5.52000           121        12/11/2014         360      Act/360
     18       CA          94509     20,000,000.00   117,988.19      5.85000            83        10/11/2011         360      Act/360
     19       CA         Various    19,003,000.00    95,050.19      5.92000            60        11/11/2009           0      Act/360
     20       CT          06451     18,201,881.67   114,572.84      7.45000            74         1/11/2011         314      Act/360
     21       CA          90014     18,000,000.00   101,075.54      5.40000           120        11/11/2014         360      Act/360
     22       CA         Various    14,678,000.00    73,417.18      5.92000            60        11/11/2009           0      Act/360
     23       NM          87501     13,000,000.00    80,127.81      6.26000           120        11/11/2014         360      Act/360
     24       OH          45241     12,600,000.00    70,674.25      5.39000            84        11/11/2011         360      Act/360
     25       NV          89121     12,560,345.05    73,530.18      5.75000           117         8/10/2014         357      30/360
     26       CA         Various    12,559,000.00    62,818.26      5.92000            60        11/11/2009           0      Act/360
     27       MD          21804     11,350,000.00    64,657.85      5.53000           120        11/11/2014         360      Act/360
     28       CA          91730     11,250,000.00    61,774.97      5.20000           120        11/11/2014         360      Act/360
     29       FL          32218     10,976,661.44    61,220.20      5.32000            58         9/11/2009         358      Act/360
     30       TX          78701     10,640,000.00    60,145.99      5.46000            60        11/11/2009         360      Act/360
     31       GA          30033     10,600,000.00    44,869.65      5.01000            60        11/11/2009           0      Act/360
     32       CO          80401     10,592,048.40    66,095.55      6.37000           179        10/11/2019         359      Act/360
     33       GA          31419     10,500,000.00    46,220.66      5.21000            58         9/11/2009           0      Act/360
     34       CA          91786      9,250,000.00    52,520.48      5.50000           120        11/11/2014         360      Act/360
     35       OH          45102      9,030,000.00    50,875.46      5.43000           120        11/11/2014         360      Act/360
     36       TX          78701      8,680,000.00    49,066.47      5.46000            60        11/11/2009         360      Act/360
     37       CA         Various     8,631,000.00    43,170.98      5.92000            60        11/11/2009           0      Act/360
     38       CO          80424      8,400,000.00    51,392.90      6.19000           179        10/11/2019         360      Act/360
     39       SC          29485      7,520,000.00    42,462.12      5.45000           120        11/11/2014         360      Act/360
     40       CA          90038      7,500,000.00    42,302.27      5.44000           120        11/11/2014         360      Act/360
     41       AL          36116      7,040,000.00    29,978.67      5.04000            59        10/11/2009           0      Act/360
     42       LA          70607      7,020,646.04    41,621.76      5.87000           117         8/11/2014         357      Act/360
     43       FL          32536      7,000,000.00    40,053.21      5.57000           120        11/11/2014         360      Act/360
     44       MI          48603      6,800,000.00    37,297.54      5.19000            83        10/11/2011         360      Act/360
     45       TX          75243      6,400,000.00    36,459.05      5.53000            61        12/11/2009         360      Act/360
     46       OH          45211      6,100,000.00    34,367.70      5.43000           120        11/11/2014         360      Act/360
     47       NY          11101      6,000,000.00    38,182.69      5.87000           120        11/11/2014         300      Act/360
     48       MI          49546      5,480,000.00    29,686.34      5.08000            84        11/11/2011         360      Act/360
     49       OH          45122      5,030,000.00    28,339.27      5.43000           120        11/11/2014         360      Act/360
     50       WV          26105      4,918,000.00    29,802.82      6.10000           179        10/11/2019         360      Act/360
     51       TX          75067      4,670,000.00    25,212.47      5.05000           114         5/11/2014         360      Act/360
     52       CA          94109      4,627,000.00    23,143.57      5.92000            60        11/11/2009           0      Act/360
     53       NJ          08551      4,545,893.59    26,321.78      5.67000           119        10/11/2014         359      Act/360
     54       MS          38671      4,300,000.00    24,280.20      5.45000           120        11/11/2014         360      Act/360
     55       GA          30106      4,275,000.00    24,165.80      5.46000           120        11/11/2014         360      Act/360
     56       MI          49525      4,000,000.00    21,472.86      5.00000            59        10/11/2009         360      Act/360
     57       SC          29812      3,920,000.00    22,134.51      5.45000           120        11/11/2014         360      Act/360
     58       FL          32246      3,920,000.00    21,792.29      5.31000            60        11/11/2009         360      Act/360
     59       NC          28607      3,896,759.01    23,357.40      5.99000           119        10/11/2014         359      Act/360
     60       PA          19046      3,880,000.00    22,642.63      5.75000           120        11/11/2014         360      Act/360
     61       MI          49601      3,875,000.00    21,972.66      5.48800           121        12/11/2014         360      Act/360
     62       MD          20795      3,850,000.00    21,859.88      5.50000            60        11/11/2009         360      Act/360
     63       UT          84606      3,792,473.78    21,910.94      5.64000           118         9/11/2014         358      Act/360
     64       CA         Various     3,755,400.00    22,904.72      5.43000           121        12/11/2014         300      Act/360
     65       GA          30214      3,750,000.00    21,836.36      5.73000           119        10/11/2014         360      Act/360
     66       MI          48038      3,725,000.00    21,122.10      5.48800           121        12/11/2014         360      Act/360
     67       TX          75228      3,700,000.00    21,077.89      5.53000           120        11/11/2034         360      Act/360
     68       TX          75254      3,685,320.88    20,245.56      5.05000            45         8/11/2008         345      Act/360
     69       MI          49093      3,400,000.00    19,279.24      5.48800           121        12/11/2014         360      Act/360
     70       TX          76013      3,300,000.00    20,680.82      5.71000            60        11/11/2009         300      Act/360
     71       TX          77429      3,208,750.00    20,882.33      6.78300           177         8/11/2034         360      Act/360
     72       TX          77054      3,200,000.00    19,746.47      5.55000            85        12/11/2011         300      Act/360
     73       UT          84115      2,850,000.00    17,429.39      5.80000           120        11/11/2014         324      Act/360
     74       SC          29607      2,850,000.00    17,252.45      6.09000           120        11/11/2014         360      Act/360
     75       CA          94102      2,808,000.00    14,045.20      5.92000            60        11/11/2009           0      Act/360
     76       CA         Various     2,663,400.00    16,244.45      5.43000           121        12/11/2014         300      Act/360
     77       IN          46222      2,650,000.00    14,864.03      5.39000            84        11/11/2011         360      Act/360
     78       TX          78701      2,500,000.00    14,132.05      5.46000            60        11/11/2009         360      Act/360
     79       AZ          85222      2,400,000.00    14,603.26      5.75000           120        11/11/2014         324      Act/360
     80       MS          38901      2,400,000.00    14,005.75      5.75000           120        11/11/2014         360      Act/360
     81       AZ          85296      2,375,000.00    13,829.70      5.73000           121        12/11/2014         360      Act/360
     82       GA          30106      2,297,966.02    13,422.18      5.75000           119        10/11/2014         359      Act/360
     83       OH          43302      1,806,000.00    10,129.98      5.39000            84        11/11/2011         360      Act/360
     84       NV          89705      1,706,550.60    10,141.70      5.91000           119        10/11/2014         359      Act/360
     85       PA          15501      1,673,665.95    10,204.57      6.15000           119        10/11/2014         359      Act/360
     86       FL          32177      1,600,000.00     7,043.15      5.21000            58         9/11/2009           0      Act/360
     87       WV          26301      1,197,877.38     7,310.74      6.15000           118         9/11/2014         358      Act/360
     88       TX          75701      1,150,000.00     6,865.29      5.96000           120        11/11/2014         360      Act/360
     89       IL          61834      1,064,021.73     6,113.94      5.60000           119        10/11/2014         359      Act/360
     90       CA          90802        792,200.00     4,831.74      5.43000           121        12/11/2014         300      Act/360
     91       CA          94110        526,000.00     2,630.97      5.92000            60        11/11/2009           0      Act/360







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

     1               0.0364         0.0350      Fee Simple                LB           Defeasance             No
     2               0.0314         0.0300      Leasehold                 LB           Defeasance             No
     3               0.0314         0.0300      Fee Simple                LB           Defeasance             No
     4               0.0314         0.0300      Fee Simple                LB           Defeasance             No
     5               0.0314         0.0300      Fee Simple                LB           Defeasance             Yes        8/11/2014
     6               0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     7               0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     8               0.0314         0.0300      Fee Simple                LB           Defeasance             No
     9               0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     10              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     11              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     12              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     13              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     14              0.1164         0.1150      Fee Simple                LB           Defeasance             No
     15              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     16              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     17              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     18              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     19              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     20              0.1014         0.1000      Fee Simple                LB           Defeasance             No
     21              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     22              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     23              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     24              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     25              0.0664         0.0650      Fee Simple                LB           Yield Maintenance      No
     26              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     27              0.1164         0.1150      Fee Simple                LB           Defeasance             No
     28              0.0664         0.0650      Fee Simple                LB           Defeasance             No
     29              0.1164         0.1150      Fee Simple                LB           Yield Maintenance      No
     30              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     31              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     32              0.1164         0.1150      Fee Simple                LB           Defeasance             No
     33              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     34              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     35              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     36              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     37              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     38              0.0314         0.0300      Fee Simple                LB           Yield Maintenance      No
     39              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     40              0.0314         0.0300      Fee Simple                UBS          Yield Maintenance      No
     41              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     42              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     43              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     44              0.1164         0.1150      Fee Simple                LB           Defeasance             No
     45              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     46              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     47              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     48              0.1164         0.1150      Fee Simple                LB           Defeasance             No
     49              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     50              0.0314         0.0300      Fee Simple                LB           Yield Maintenance      No
     51              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     52              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     53              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     54              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     55              0.1164         0.1150      Fee Simple                LB           Defeasance             No
     56              0.1164         0.1150      Fee Simple                LB           Defeasance             No
     57              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     58              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     59              0.1164         0.1150      Fee Simple                LB           Defeasance             No
     60              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     61              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     62              0.1164         0.1150      Fee Simple                LB           Defeasance             No
     63              0.1164         0.1150      Fee Simple                LB           Defeasance             No
     64              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     65              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     66              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     67              0.0314         0.0300      Fee Simple                UBS          Defeasance             Yes        11/11/2014
     68              0.1164         0.1150      Fee Simple                LB           Defeasance             No
     69              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     70              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     71              0.0314         0.0300      Fee Simple                LB           Yield Maintenance      Yes        8/11/2019
     72              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     73              0.0964         0.0950      Fee Simple                LB           Defeasance             No
     74              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     75              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     76              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     77              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     78              0.0314         0.0300      Fee Simple/Leasehold      LB           Defeasance             No
     79              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     80              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     81              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     82              0.1164         0.1150      Fee Simple                LB           Defeasance             No
     83              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     84              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     85              0.0314         0.0300      Leasehold                 LB           Defeasance             No
     86              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     87              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     88              0.0314         0.0300      Fee Simple                UBS          Yield Maintenance      No
     89              0.0314         0.0300      Fee Simple                LB           Defeasance             No
     90              0.0314         0.0300      Fee Simple                UBS          Defeasance             No
     91              0.0314         0.0300      Fee Simple                UBS          Defeasance             No







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

     1              N/A                                                       No                                 LG073
     2              N/A                                                       No                                 LG076
     3              N/A                                                       No                               040806003
     4              N/A                                                       No                                 LG077
     5              5% + Greater of (Initial Rate or Treasury)                No                                 LG074
     6              N/A                                                       No                                 10499
     7              N/A                                                       No                                 10562
     8              N/A                                                       No                               040809014
     9              N/A                                                       No                                 10444
     10             N/A                                                       No                                 10517
     11             N/A                                                       Yes (UBS-A)                        10532a
     12             N/A                                                       No                                 10303
     13             N/A                                                       Yes (UBS-A)                        10532b
     14             N/A                                                       No                               040618002
     15             N/A                                                       No                               030911005
     16             N/A                                                       No                               041101014
     17             N/A                                                       No                                 10472a
     18             N/A                                                       No                               040525003
     19             N/A                                                       Yes (UBS-A)                        10532c
     20             N/A                                                       No                                 LG078
     21             N/A                                                       No                               040715003
     22             N/A                                                       Yes (UBS-A)                        10532d
     23             N/A                                                       No                                 10450
     24             N/A                                                       No                                 10464
     25             N/A                                                       No                               000043099
     26             N/A                                                       Yes (UBS-A)                        10532e
     27             N/A                                                       No                               040730002
     28             N/A                                                       No                               040908001
     29             N/A                                                       No                               040723001
     30             N/A                                                       Yes (LB-E)                       040607001A
     31             N/A                                                       No                               040413006
     32             N/A                                                       No                               040715001
     33             N/A                                                       No                               040413005
     34             N/A                                                       No                                 10178
     35             N/A                                                       Yes (LB-C)                       040805001
     36             N/A                                                       Yes (LB-E)                       040607001B
     37             N/A                                                       Yes (UBS-A)                        10532f
     38             N/A                                                       No                               040812002
     39             N/A                                                       Yes (LB-C)                       040805008
     40             N/A                                                       No                                 10519
     41             N/A                                                       No                               040412002
     42             N/A                                                       No                               040316002
     43             N/A                                                       No                               040518003
     44             N/A                                                       No                               040301005
     45             N/A                                                       No                               040315003
     46             N/A                                                       No                               040805007
     47             N/A                                                       No                               031205002
     48             N/A                                                       No                               040301004
     49             N/A                                                       Yes (LB-D)                       040805005
     50             N/A                                                       No                               040226009
     51             N/A                                                       No                               040301008
     52             N/A                                                       Yes (UBS-A)                        10532g
     53             N/A                                                       No                               040728004
     54             N/A                                                       Yes (LB-D)                       040805006
     55             N/A                                                       No                               040817002
     56             N/A                                                       No                               040603002
     57             N/A                                                       No                               040805002
     58             N/A                                                       No                                 10467
     59             N/A                                                       No                               040707003
     60             N/A                                                       No                                 10476
     61             N/A                                                       No                                 10578
     62             N/A                                                       No                               040514001
     63             N/A                                                       No                               040806002
     64             N/A                                                       Yes (UBS-E)                        10550a
     65             N/A                                                       No                                 10518
     66             N/A                                                       No                                 10579
     67             2%+Greater of (Contract Rate or Treasury)                 No                                 10458
     68             N/A                                                       No                               030219003
     69             N/A                                                       No                                 10580
     70             N/A                                                       No                                 10585
     71             2% + Greater of (Initial Rate or Treasury)                No                               040601001
     72             N/A                                                       No                                 10483
     73             N/A                                                       No                               040521001
     74             N/A                                                       No                                 10528
     75             N/A                                                       Yes (UBS-A)                        10532i
     76             N/A                                                       Yes (UBS-E)                        10550b
     77             N/A                                                       No                                 10466
     78             N/A                                                       Yes (LB-E)                       040607001C
     79             N/A                                                       No                                 10440
     80             N/A                                                       No                                 10462
     81             N/A                                                       No                                 10500
     82             N/A                                                       No                               040623001
     83             N/A                                                       No                                 10465
     84             N/A                                                       No                                 10260
     85             N/A                                                       No                               040213001
     86             N/A                                                       No                               040412001
     87             N/A                                                       No                               030918011
     88             N/A                                                       No                                 10515
     89             N/A                                                       No                               040407003
     90             N/A                                                       Yes (UBS-E)                        10550d
     91             N/A                                                       Yes (UBS-A)                        10532j




                                   SCHEDULE II

                 REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR


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

           (ii) Legal Compliance. If such Mortgage Loan was originated by the
   Lehman Mortgage Loan Seller or another Affiliate of the Depositor, then, as
   of the date of its origination, such Mortgage Loan complied in all material
   respects with, or was exempt from, all requirements of federal, state or
   local law relating to the origination of such Mortgage Loan; and, if such
   Mortgage Loan was not originated by the Lehman Mortgage Loan Seller or
   another Affiliate of the Depositor, then, to the Depositor's actual
   knowledge, after having performed the type of due diligence customarily
   performed in the origination of comparable mortgage loans by the Lehman
   Mortgage Loan 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 Lehman Trust Mortgage Loan. The Depositor owns
   such Mortgage Loan, has good title thereto, has full right, power and
   authority to sell, assign and transfer such Mortgage Loan and is transferring
   such Mortgage Loan free and clear of any and all liens, pledges, charges or
   security interests of any nature encumbering such Mortgage Loan, exclusive of
   the servicing rights pertaining thereto; no provision of the Mortgage Note,
   Mortgage(s) or other loan documents relating to such Mortgage Loan prohibits
   or restricts the Depositor's right to assign or transfer such Mortgage Loan
   to the Trustee (except in the case of a Loan Combination, which may, pursuant
   to the related 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 Depositor; and the Depositor has validly conveyed
   to the Trustee a legal and beneficial interest in and to such Mortgage Loan
   free and clear of any lien, claim or encumbrance of any nature.

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

           (v) Loan Document Status. Each of the related Mortgage Note,
   Mortgage(s), Assignment(s) of Leases, if separate from the related Mortgage,
   and other agreements executed in favor of the lender in connection therewith
   is the legal, valid and binding obligation of the maker thereof (subject to
   the non-recourse provisions therein and any state anti-deficiency
   legislation), enforceable in accordance with its terms, except that (A) such
   enforcement may be limited by (1) bankruptcy, insolvency, receivership,
   reorganization, liquidation, voidable preference, fraudulent conveyance and
   transfer, moratorium and/or other similar laws affecting the enforcement of
   creditors' rights generally, and (2) general principles of equity (regardless
   of whether such enforcement is considered in a proceeding in equity or at



   law), and (B) certain provisions in the subject agreement or instrument may
   be further limited or rendered unenforceable by applicable law, but subject
   to the limitations set forth in the foregoing clause (A), such limitations
   will not render that subject agreement or instrument invalid as a whole or
   substantially interfere with the mortgagee's realization of the principal
   benefits and/or security provided by the subject agreement or instrument.
   Such Mortgage Loan is non-recourse to the Mortgagor or any other Person
   except to the extent provided in certain nonrecourse carveouts and/or in any
   applicable guarantees. 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 (or, in the case of an Outside
   Serviced Trust Mortgage Loan, to the related Outside Serviced 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).

           (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 the subject Lehman Trust
   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 a Lehman Trust
   Mortgage Loan that is part of a Loan Combination, such Mortgage also secures
   the other mortgage loan(s) in such Loan Combination. With respect to the
   subject Lehman Trust 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 Lehman Trust
   Mortgage Loan secured by a hotel, the related loan documents contain such
   provisions as are necessary and UCC financing statements have been filed as
   necessary, in each case, to perfect a valid first priority security interest,
   to the extent such security interest can be perfected by the inclusion of
   such provisions and the filing of a UCC financing statement, in the
   Mortgagor's right to receive related hotel room revenues with respect to such
   Mortgaged Property.

           (ix) Taxes and Assessments. All taxes, governmental assessments,
   water charges, sewer rents or similar governmental charges which, in all such
   cases, were directly related to the related Mortgaged Property and could
   constitute liens on the related Mortgaged Property prior to the lien of the
   related Mortgage, together with all ground rents, that prior to the related
   Due Date in November 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 Depositor knows of no unpaid
   tax, assessment, ground rent, water charges or sewer rent, which, in all such
   cases, were directly related to the subject Mortgaged Property and could
   constitute liens on the subject Mortgaged Property prior to the lien of the
   related Mortgage that



   prior to the Closing Date became due and delinquent in respect of any related
   Mortgaged Property, or in any such case an escrow of funds in an amount
   sufficient to cover such payments has been established.

           (x) No Material Damage. As of the date of origination of such
   Mortgage Loan and, to the actual knowledge of the Depositor, as of the
   Closing Date, there was no pending proceeding for the total or partial
   condemnation of any related Mortgaged Property that materially affects the
   value thereof and such Mortgaged Property is free of material damage. Except
   for certain amounts not greater than amounts which would be considered
   prudent by an institutional commercial mortgage lender with respect to a
   similar mortgage loan and which are set forth in the related Mortgage or
   other loan documents relating to such Mortgage Loan, and further 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, if such Mortgage Loan is part of
   a Loan Combination, in the original principal amount of such Loan
   Combination) after all advances of principal, subject only to Permitted
   Encumbrances and, in the case of a Lehman Trust Mortgage Loan that is part of
   a Loan Combination, further subject to the fact that the related Mortgage
   also secures the related Non-Trust Mortgage Loan(s) (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 (or, in the case of
   an Outside Serviced Trust Mortgage Loan, to the related Outside Serviced
   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 Depositor or the Lehman Mortgage Loan Seller
   under such title insurance; and neither the Depositor nor the Lehman Mortgage
   Loan Seller (or any of its Affiliates) has done, by act or omission, anything
   that would materially impair the coverage of any such title insurance policy;
   such policy or commitment or binding pro forma contains no exclusion for (or
   alternatively it insures over such exclusion, unless such coverage is
   unavailable in the relevant jurisdiction) (A) access to a public road, (B)
   that there is no material encroachment by any improvements on the related
   Mortgaged Property either to or from any adjoining property or across any
   easements on the related Mortgaged Property, and (C) that the land shown on
   the survey materially conforms to the legal description of the related
   Mortgaged Property.

           (xii) Property Insurance. As of the date of its origination and, to
   the Depositor's actual knowledge, as of the Cut-off Date, all insurance
   required under each related Mortgage (except 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 Depositor or the Lehman Mortgage Loan 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 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 III-(xii)
   attached hereto is true and correct in all material respects.

           (xiii) No Material Defaults. Other than payments due but not yet 30
   days or more delinquent, there is (A) no material default, breach, violation
   or event of acceleration existing under the related Mortgage Note, the
   related Mortgage or other loan documents relating to such Mortgage Loan, and
   (B), to the knowledge of the Depositor, no event which, with the passage of
   time or with notice and the expiration of any grace or cure period, would
   constitute a material default, breach, violation or event of acceleration
   under any of such documents; provided, however, that this representation and
   warranty does not cover any default, breach, violation or event of
   acceleration (A) that specifically pertains to or arises out of the subject
   matter otherwise covered by any other representation and warranty made by the
   Depositor in this Schedule II) or (B) with respect to which neither the
   Depositor nor the Lehman Mortgage Loan Seller has any actual knowledge.
   Neither the Depositor nor the Lehman Mortgage Loan Seller has waived, in
   writing or with knowledge, any material default, breach, violation or event
   of acceleration under any of such documents. Under the terms of such Mortgage
   Loan, no person or party other than the mortgagee or its servicing agent may
   declare an event of default or accelerate the related indebtedness under such
   Mortgage Loan.

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

           (xv) Interest Accrual Basis. Such Mortgage Loan accrues interest on
   an Actual/360 Basis, 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, if such Mortgage Loan is part of a Loan Combination, the
   other mortgage loan(s) that are part of such Loan Combination, as
   applicable).

           (xvii) Qualified Mortgage. Such Mortgage Loan is "qualified mortgage"
   within the meaning of Section 860G(a)(3) of the Code. Accordingly, either as
   of the date of origination or the Closing Date, the fair market value of the
   real property securing such Mortgage Loan was not less than 80% of the
   "adjusted issue price" (within the meaning of the REMIC Provisions) of such
   Mortgage Loan. For purposes of the preceding sentence, the fair market value
   of the real property securing such Mortgage Loan was first reduced by the
   amount of any lien on such real property that is senior to the lien that
   secures such Mortgage Loan, and was further reduced by a proportionate amount
   of any lien that is on a parity with the lien that secures such Mortgage
   Loan. No action that occurs by operation of the terms of such Mortgage



   Loan would cause such Mortgage Loan to cease to be a "qualified mortgage" and
   such Mortgage Loan does not permit the release or substitution of collateral
   if such release or substitution (A) would constitute a "significant
   modification" of such Mortgage Loan within the meaning of Treasury
   regulations section 1.1001-3, (B) would cause such Mortgage Loan not to be a
   "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code
   (without regard to clauses (A)(i) or (A)(ii) thereof) or (C) would cause a
   "prohibited transaction" within the meaning of Section 860F(a)(2) of the
   Code. The related Mortgaged Property, if acquired in connection with the
   default or imminent default of such Mortgage Loan, would constitute
   "foreclosure property" within the meaning of Section 860G(a)(8) of the Code.

           (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 Depositor and the
   Depositor's Affiliates with respect to each related Mortgaged Property during
   the 12-month period preceding the Cut-off Date, and the Depositor, having
   made no independent inquiry other than to review the report(s) prepared in
   connection with the assessment(s), transaction screen(s) and/or update(s)
   referenced herein, has no knowledge of, and has not received actual notice
   of, any material and adverse environmental condition or circumstance
   affecting such Mortgaged Property that was not 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,
   fines, claims and reasonable out of pocket expenses (excluding lost profits,
   consequential damages and diminution of value of the related Mortgaged
   Property, provided that no Lehman Trust Mortgage Loan with an original
   principal balance equal to or greater than $15,000,000 contains an exclusion
   for "diminution 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
   III-(xix).

           The Depositor has not taken any action with respect to such Mortgage
   Loan or the related Mortgaged Property that could subject the Depositor or
   its successors and assigns in respect of such Mortgage Loan to liability
   under CERCLA or any other applicable federal, state 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) neither the Depositor nor the Lehman Mortgage Loan Seller has
   any actual knowledge and (2) written notice of the discovery thereof is not
   delivered to the Depositor by the Trustee or the Master Servicer on or prior
   to the date occurring twelve months after the Closing Date.

           (xxii) Loan Security. Such Mortgage Loan is secured by 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 Lehman Trust Mortgage Loan contains
   provisions for the acceleration of the payment of the unpaid principal
   balance of such Mortgage Loan if, without the prior written consent of the
   mortgagee or Rating Agency confirmation that an Adverse Rating Event 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 a Lehman Trust Mortgage



   Loan that is part of a Loan Combination (for which such consent has been
   granted with respect to the other mortgage loan(s) in such Loan Combination),
   and except for the respective Lehman Trust Mortgage Loans secured by the
   Mortgaged Properties listed on Schedule III-(xxv) (for which such consent has
   been granted with respect to mezzanine debt), no such consent has been
   granted by the Lehman Mortgage Loan Seller. To the Depositor's knowledge, no
   related Mortgaged Property is encumbered in connection with subordinate
   financing (except that each Mortgaged Property securing a Lehman Trust
   Mortgage Loan that is part of a Loan Combination also secures the other
   mortgage loan(s) in such Loan Combination); however, if the related Mortgaged
   Property is listed on Schedule III-(xxv), then certain direct controlling
   equity holders in the related Mortgagor are known to the Depositor to have
   incurred debt secured by their ownership interest in the related Mortgagor.

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

           (xxvii) Mortgagor Concentration. Except in the case of the Grace
   Building Trust Mortgage Loan, the 222 East 41st Street Trust Mortgage Loan,
   the 757 Third Avenue Trust Mortgage Loan, the Lehman Trust Mortgage Loans
   identified on the Trust Mortgage Loan Schedule as Pickwick Plaza and
   U-Store-It Portfolio I, respectively, such Mortgage Loan, together with any
   other Lehman Trust Mortgage Loan made to the same Mortgagor or to an
   Affiliate of such Mortgagor, does not represent more than 5% of the Initial
   Pool Balance.

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

           (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 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 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 Lehman
   Mortgage Loan 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
   Depositor has received no notice of any material violation of, to the extent
   is has not been grandfathered under, any applicable laws, zoning ordinances,
   rules, covenants or restrictions affecting the construction, occupancy, use
   or operation of the related Mortgaged Property (unless affirmatively covered
   by the title insurance referred to in paragraph (xi) above (or an endorsement
   thereto)); to the Depositor's knowledge (based on surveys, opinions, letters
   from municipalities and/or title insurance obtained in connection with the
   origination of such Mortgage Loan), no improvement that was included for the
   purpose of determining the appraised value of the related Mortgaged Property
   at the time of origination of such Mortgage Loan lay outside the boundaries
   and building restriction lines of such property, in effect at the time of
   origination of such Mortgage Loan, to an extent which would have a material
   adverse affect on the related Mortgagor's use and operation of such Mortgaged
   Property (unless grandfathered with respect thereto or affirmatively covered
   by the title insurance referred to in paragraph (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 the related Mortgage Loan documents provide substantially to the
   effect that such entity: (A) is formed or organized solely for the purpose of
   owning and operating one or more of the



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

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

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

           (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 Depositor's knowledge, collateral or security for any mortgage
   loan that is not in the Trust Fund and, if such Mortgage Loan is
   cross-collateralized, it is cross-collateralized only with other Mortgage
   Loans in the Trust Fund, except that a Lehman Trust Mortgage Loan that is
   part of a Loan Combination is secured by one or more Mortgaged Properties
   that also secure the related Non-Trust Mortgage Loan(s). The security
   interest/lien on each material item of collateral for such Mortgage Loan has
   been assigned to the Trustee (or, in the case of an Outside Serviced Trust
   Mortgage Loan, to the related Outside Serviced 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 Depositor, having made no independent inquiry other than to review the
   report(s) prepared in connection with such assessment(s) and or update(s),
   does not have any knowledge of any material and adverse engineering condition
   or circumstance affecting such Mortgaged Property that was not disclosed in
   such report(s); and, to the extent such assessments revealed deficiencies,
   deferred maintenance or similar conditions, either (A) the estimated cost has
   been escrowed or a letter of credit has been provided, (B) repairs have been
   made or (C) the scope of the deferred maintenance relative to the value of
   such Mortgaged Property was de minimis.

           (xli) Escrows. All escrow deposits and payments relating to such
   Mortgage Loan are under control of the Depositor or the servicer of such
   Mortgage Loan and all amounts required as of the date hereof under the
   related Mortgage Loan documents to be deposited by the related Mortgagor have
   been deposited. The Depositor is transferring to the Trustee (or, in the case
   of an Outside Serviced Trust Mortgage Loan, to the related Outside Serviced
   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 Depositor, as of the date of origination of such
   Mortgage Loan, all material licenses, permits and authorizations then
   required for use of the related Mortgaged Property by such Mortgagor, the
   related lessee, franchisor or operator have been issued and were valid and in
   full force and effect.

           (xliii) Servicing and Collection Practices. The servicing and
   collection practices used by the Depositor and the Lehman Mortgage Loan
   Seller or, to the Depositor's knowledge, any other 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 in 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 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 (or, in the case of an Outside
           Serviced Trust Mortgage Loan, to the related Outside Serviced
           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 (or, in the case of an Outside Serviced Trust Mortgage
           Loan, to the related Outside Serviced 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 Depositor, except for payments due but not yet 30
           days or more delinquent, (1) there is no material default under such
           Ground Lease, and (2) there is no event which, with the passage of
           time or with notice and the expiration of any grace or cure period,
           would constitute a material default under such Ground Lease;

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

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

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



                 (I) such Ground Lease has a currently effective term (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 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 (or, in the case of an Outside
   Serviced Trust Mortgage Loan, to the related Outside Serviced Trustee) has a
   perfected security interest in such Defeasance Collateral prior to any other
   claim or interest.

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

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

           (lv) No Undisclosed Common Ownership. To the Depositor's knowledge,
   except where multiple properties secure an individual Lehman Trust Mortgage
   Loan and except for properties securing Lehman Trust Mortgage Loans that are
   cross-defaulted and cross-collateralized and except as listed on Schedule
   III-(lv), no two properties securing Lehman Trust 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 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.





                                  SCHEDULE III

          EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR


The following are the exceptions for the Lehman loans to the Representations and
Warranties for the above-referenced transaction:

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

REPRESENTATION FROM SECTION 2.04        PROPERTY AND EXCEPTION
--------------------------------------------------------------------------------
(xi) Title Insurance                    222 East 41st Street. There are four
                                        co-insuring title companies; the title
                                        policy contains a "coordinate and
                                        proportionate" endorsement.

                                        The Grace Building. There are four
                                        co-insuring title companies; the title
                                        policy contains a "coordinate and
                                        proportionate" endorsement.

--------------------------------------------------------------------------------
(xii) Property Insurance                With respect to substantially all of the
                                        Lehman Trust Mortgage Loans, the related
                                        Mortgages require that any "financial
                                        strength" or "claims paying ability"
                                        rating from A.M. Best be at least
                                        "A-:VIII".

                                        With respect to certain Lehman Trust
                                        Mortgage Loans, the lender accepted
                                        comprehensive liability insurance in an
                                        amount less than that required by the
                                        loan documents, provided, however, that
                                        all of the Lehman Trust Mortgage Loans
                                        provide a primary general liability
                                        policy of at least $1,000,000 per
                                        occurrence with $2,000,000 in the
                                        aggregate; provided, further, that this
                                        exception does not apply to 222 East
                                        41st Street, 757 Third Avenue, The Grace
                                        Building, Pickwick Plaza, U-Store-It
                                        Portfolio I, Westfield Shoppingtown
                                        Meriden.

                                        222 East 41st Street. The insurance
                                        policies in connection with the related
                                        Mortgage Loan must be issued by
                                        financially sound and responsible
                                        insurance companies having a claims
                                        paying ability rating of "A" or better
                                        by Standard & Poor's Ratings Group.
                                        Notwithstanding anything to the
                                        contrary, Allied World Assurance Co. is
                                        an approved insurance company for
                                        issuing the second layer of the umbrella
                                        insurance policy (that is the
                                        $50,000,000.00 of coverage in excess of
                                        the $50,000,000.00 of primary coverage)
                                        for the term of such policy that is in
                                        effect as of the closing date of the
                                        Loan (not including any extensions or
                                        renewals thereof) and for so long as
                                        Allied World Assurance Co. maintains its
                                        ratings in effect as of the closing date
                                        of the Loan (including, without
                                        limitation, its rating from AM Best) and
                                        so long as it is not placed "On Watch
                                        for Downgrade" by AM Best or any rating
                                        agency.

                                        The Grace Building. Mortgagor's business
                                        insurance only has a 6 month extended
                                        period of indemnity endorsement,
                                        however, Mortgagor has agreed to replace
                                        such insurance on or before December 31,
                                        2004 so as to conform with the 12 month
                                        requirement.
--------------------------------------------------------------------------------
(xiii) No Material Defaults             The Grace Building. A permanent
                                        certificate of occupancy has not yet
                                        been issued for the property. A
                                        temporary certificate of occupancy was
                                        issued June 23, 2004 (in accordance with
                                        a post-closing letter entered into at
                                        closing) and extended on September 20,
                                        2004. The temporary certificate of
                                        occupancy


                                        expires December 20, 2004. The
                                        post-closing letter required Mortgagor
                                        to secure a permanent certificate of
                                        occupancy within 60 days of closing.

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

(xvi)                                   Subordinate Debt 222 East 41st Street.
                                        The related Mortgagor's equity holder's
                                        may obtain future mezzanine financing
                                        from a "Qualified Mezzanine Lender" (as
                                        defined in the related mortgage loan
                                        documents) not to exceed the amount that
                                        will result in a DSCR on the Loan and
                                        mezzanine financing of 1.05:1.00.

                                        757 Third Avenue: The related
                                        Mortgagor's sole member has incurred
                                        mezzanine indebtedness in the amount of
                                        $10,000,000. In connection with the
                                        mezzanine loan, the mezzanine lender has
                                        executed an intercreditor agreement with
                                        the lender

                                        Amelia Center; Barnwell Plaza Shopping
                                        Center; Goshen Station Shopping Center;
                                        Monfort Heights Shopping Center;
                                        Southaven Shopping Center; Summerville
                                        Galleria Shopping Center. The related
                                        Mortgagor's equity holder's may obtain
                                        future mezzanine financing from a
                                        "Qualified Mezzanine Lender" (as defined
                                        in the related mortgage loan documents)
                                        not to exceed the amount that will
                                        result in a DSCR on the Loan and
                                        mezzanine financing of 1.15:1.00 and a
                                        combined LTV of 85%.

                                        Houston Apartments. The related
                                        Mortgagor's sole limited partner and
                                        sole shareholder of the related
                                        Mortgagor's general partner have
                                        incurred mezzanine indebtedness in the
                                        amount of $10,500,000. In connection
                                        with the mezzanine loan, the mezzanine
                                        lender has executed an intercreditor
                                        agreement with the lender.

                                        Pickwick Plaza. The related Mortgagor's
                                        sole member has incurred mezzanine
                                        indebtedness in the amount of
                                        $21,000,000. In connection with the
                                        mezzanine loan, the mezzanine lender has
                                        executed an inter-creditor agreement
                                        with the Lender.

--------------------------------------------------------------------------------
(xix) Environmental Conditions          Amelia Center; Barnwell Plaza Shopping
                                        Center; Goshen Station Shopping Center;
                                        Louetta ; Littlefield Office Building;
                                        Littlefield Mall Parking Garage; Main
                                        Street Station; Monfort Heights Shopping
                                        Center; Northgate Village; Parkersburg
                                        Towne Center; Rosemead Place; Scarbrough
                                        Office Building; Southaven Shopping
                                        Center; Summerville Galleria Shopping
                                        Center; U-Store-It Portfolio I. An
                                        entity rather than a natural person is
                                        the environmental indemnitor.

                                        6th Avenue Place; The Grace Building;
                                        Westfield Shoppingtown Meriden. The
                                        related Mortgagor is the only
                                        environmental indemnitor.

                                        Pickwick Plaza. The related
                                        environmental indemnity contains an
                                        exclusion for diminution in value.

                                        U-Store-It Portfolio I.

                                        Metro Gurnee: A Phase I consultant
                                        observed that fill material consisting
                                        of soil and rock materials had been
                                        deposited on the southern portion of the
                                        site and recommended an additional
                                        investigation of such material. A Phase
                                        II subsurface investigation identified
                                        Resource Conservation and Recovery Act
                                        metals and polynuclear aromatics above
                                        Illinois Environmental Protection


                                        Agency ("IEPA") Tier 1 soil remediation
                                        objectives. The Phase II consultant
                                        reported that the State of Illinois does
                                        not have a statute requiring that an
                                        identified impact be reported unless the
                                        identified impact is associated with a
                                        known point source. As such, the Phase
                                        II environmental consultant recommended
                                        that if regulatory closure of the
                                        impacted fill area is sought, the
                                        subject property should be enrolled in
                                        the IEPA voluntary Site Remediation
                                        Program to pursue a No Further Action
                                        letter, but noted that no additional
                                        activities or reporting actions are
                                        required at this point for regulatory
                                        compliance purposes if such regulatory
                                        closure is not desired.

                                        Metro South Wheeling: A Phase II
                                        environmental site assessment was
                                        performed to evaluate whether adjacent
                                        facilities had impacted the subject
                                        property. The Phase II subsurface
                                        investigation identified one subsurface
                                        sample which contained tetrachloroethene
                                        in groundwater at a concentration above
                                        Illinois Environmental Protection Agency
                                        ("IEPA") Tier I groundwater remediation
                                        objectives. The Phase II consultant
                                        recommended that if regulatory closure
                                        of the impacted area is sought, the
                                        subject property should be enrolled in
                                        the IEPA voluntary Site Remediation
                                        Program to pursue a No Further Action
                                        letter, but noted that no additional
                                        activities or reporting actions are
                                        required at this point for regulatory
                                        compliance purposes if such regulatory
                                        closure is not desired.

                                        Metro Lake Zurich: A Phase II ESA was
                                        performed to evaluate whether
                                        underground storage tanks at an adjacent
                                        facility impacted the subject property.
                                        The Phase II subsurface investigation
                                        identified one groundwater monitoring
                                        well with polynuclear aromatics above
                                        Illinois Environmental Protection Agency
                                        ("IEPA") Tier I & II groundwater
                                        remediation objectives. The Phase II
                                        consultant recommended that if
                                        regulatory closure of the area is
                                        sought, the subject property should be
                                        enrolled in the IEPA voluntary Site
                                        Remediation Program to pursue a No
                                        Further Action letter, but noted that no
                                        additional activities or reporting
                                        actions are required at this point for
                                        regulatory compliance purposes if such
                                        regulatory closure is not desired.

--------------------------------------------------------------------------------
(xxiv) Whole Loan Pickwick Plaza.       The holder of certain indirect,
                                        non-voting interests in the related
                                        Mortgagor has incurred indebtedness of
                                        $5,200,000 to an affiliate of the
                                        Depositor, which debt is secured by a
                                        pledge of such non-voting interests.

--------------------------------------------------------------------------------
(xxv) Due-on-Encumbrance                222 East 41st Street; 757 Third Avenue;
                                        Amelia Center; Barnwell Plaza Shopping
                                        Center; Goshen Station Shopping Center;
                                        Houston Apartments; Monfort Heights
                                        Shopping Center; Pickwick Plaza;
                                        Southaven Shopping Center; Summerville
                                        Galleria Shopping Center. See also the
                                        entry with respect to these loans on
                                        Schedule II (xvi) "Subordinate Debt".
--------------------------------------------------------------------------------
(xxvi) Due-on-Sale                      Cliffbrook Condos. A sale or transfer of
                                        the mortgaged property to a certain
                                        affiliate of the mortgagor is not deemed
                                        a transfer for purposes of due on sale
                                        provisions in the mortgage. The
                                        affiliate is a limited partnership in
                                        which the limited partners are the key
                                        principals of the mortgagor.

                                        Pickwick Plaza. The sale or pledge, in
                                        one or a series of transactions, of the
                                        direct or indirect stock, partnership,
                                        membership or other equity interests (as
                                        applicable) (other than a direct
                                        transfer of interests in Borrower,
                                        Pickwick Fee Corp., Pickwick Mezz I LLC
                                        or Pickwick Mezz II LLC) is not
                                        prohibited;
--------------------------------------------------------------------------------


                                        provided, that at all times the related
                                        Mortgagor is controlled by one or more
                                        specified entities, which entities must
                                        be controlled by specified persons or
                                        entities and provided further that the
                                        related Mortgagor endeavors to deliver
                                        to Lender written notice within thirty
                                        (30) days following any such transfer.
                                        The sale, transfer, pledge or issuance
                                        of shares of stock in Scottish Widows
                                        plc or Lloyds TSB Group plc or any
                                        Affiliate of either of them provided
                                        such shares of stock are listed on the
                                        New York Stock Exchange, the London
                                        Stock Exchange or another such
                                        nationally or internationally recognized
                                        stock exchange is not prohibited.

                                        Neither the pledge of the ownership
                                        interests of in the related Mortgagor as
                                        security for the mezzanine loan, nor the
                                        exercise of any rights or remedies by
                                        the mezzanine lender pursuant to the
                                        mezzanine loan documents is prohibited.

--------------------------------------------------------------------------------
(xxvii) Mortgagor Concentration         The Grace Building; 222 East 41st
                                        Street; Pickwick Plaza; U-Store-It
                                        Portfolio I; 757 Third Avenue. The
                                        principal balance of the foregoing
                                        mortgage loans represent, respectively,
                                        8.9%, 8.0%, 7.1%, 6.9% and 5.3% percent
                                        of the initial mortgage pool.

--------------------------------------------------------------------------------
(xxiii) Waivers; Modifications          Goshen Station Shopping Center. The
                                        related mortgage documents are being
                                        modified to provide for a guaranty of
                                        payment of the debt of the Southaven
                                        Shopping Center by the related borrower.
                                        Such guaranty of payment will be secured
                                        by a "one-way" cross-collateralization
                                        of the related mortgage property. Such
                                        guaranty of payment shall be subject to
                                        termination upon the satisfaction of
                                        various tenant-related conditions.

                                        Amelia Center. The related mortgage
                                        documents are being modified to provide
                                        for a guaranty of payment of the debt of
                                        the Summerville Galleria Shopping Center
                                        by the related borrower. Such guaranty
                                        of payment will be secured by a
                                        "one-way" cross-collateralization of the
                                        related mortgage property. Such guaranty
                                        of payment shall be subject to
                                        termination upon the satisfaction of
                                        various tenant-related conditions.

                                        Pickwick Plaza. The related loan
                                        agreement was modified to increase the
                                        cap on terrorism insurance premiums to
                                        $50,000.
--------------------------------------------------------------------------------

(xxxi) Qualifications;                  Trexler Mall. A 3,000 square foot
Licensing; Zoning                       portion of a vacant structure located on
                                        the property is non-conforming.
                                        Twenty-five thousand dollars of loan
                                        proceeds were held back to be used for
                                        demolition of the non-conforming
                                        structure in the event the Mortgagor
                                        cannot obtain a variance from the city.

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

(xxxii) Property Financial              Pickwick Plaza. The related Mortgagor is
Statements                              required to deliver rent rolls on a
                                        monthly basis.

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

(xxxiii) Single Purpose Entity          Pickwick Plaza. The related Mortgagor
                                        may also own interests in Pickwick Fee
                                        Corp.

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

(xxxv) Legal Proceedings                Antioch Distribution Center. The related
                                        Mortgagor currently is defending a law
                                        suit initiated by Dispatch Services,
                                        Inc., a tenant at the mortgaged
                                        property, concerning, among other
                                        things, reconciliation of the 2002
                                        common area maintenance expenses, use of
                                        the common area at the mortgaged
                                        property, the validity of a lease
                                        between the Mortgagor and another tenant
                                        at the


                                        mortgaged property and the right of
                                        Dispatch Services, Inc. to terminate its
                                        lease.
--------------------------------------------------------------------------------

(lv) Common Ownership                   461 & 535 Emily Drive and Somerset
                                        Crossing. These loans are directly or
                                        indirectly under common ownership.

                                        Camelot Place Apartments, Lamberton
                                        Lakes Apartments and Woodland Estates.
                                        These loans are directly or indirectly
                                        under common ownership.

                                        Cobblestone Apartments, Palatka Oaks
                                        Apartments; Three Fountains Apartments
                                        and Valley Place Apartments. These loans
                                        are directly or indirectly under common
                                        ownership.

                                        Littlefield Office Building, Littlefield
                                        Mall Parking Garage, Scarbrough Office
                                        Building. These loans are directly or
                                        indirectly under common ownership.

                                        Louetta, Main Street Station and
                                        Parkersburg Towne Center. These loans
                                        are directly or indirectly under common
                                        ownership.

                                        Summerville Galleria Shopping Center,
                                        Amelia Center, Goshen Station Shopping
                                        Center, Southaven Shopping Center,
                                        Monfort Heights Shopping Center,
                                        Barnwell Plaza Shopping Center. These
                                        loans are directly or indirectly under
                                        common ownership.

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






                                   SCHEDULE IV

               SCHEDULE OF ENVIRONMENTALLY INSURED MORTGAGE LOANS


                                      NONE





                                   SCHEDULE V

                         INITIAL DEPOSIT MORTGAGE LOANS





----------------------------------------------------------------------------------------------------------------------------
  MORTGAGE LOAN                   PROPERTY NAME                   DATE OF ORIGINATION/  INITIAL DEPOSIT    MORTGAGE LOAN
     NUMBER                                                           CUT-OFF DATE                            SELLER
----------------------------------------------------------------------------------------------------------------------------

       16         Rosemead Place                                       5/28/2004*             $20,700.00        LB
----------------------------------------------------------------------------------------------------------------------------
       17         Latsko Portfolio I                                    11/12/04             $102,396.00        UBS
----------------------------------------------------------------------------------------------------------------------------
       45         Northgate Village                                     11/22/04              $29,493.33        LB
----------------------------------------------------------------------------------------------------------------------------
       61         Walgreens - Cadillac                                  11/12/04              $17,721.67        UBS
----------------------------------------------------------------------------------------------------------------------------
       64         Westland Portfolio I                                  11/22/04              $16,993.19        UBS
----------------------------------------------------------------------------------------------------------------------------
       66         Walgreens - Clinton                                   11/12/04              $17,035.67        UBS
----------------------------------------------------------------------------------------------------------------------------
       69         Walgreens - Three Rivers                              11/12/04              $15,549.33        UBS
----------------------------------------------------------------------------------------------------------------------------
       72         Washington Mutual Building                            11/16/04              $14,800.00        UBS
----------------------------------------------------------------------------------------------------------------------------
       76         Westland Portfolio II                                 11/22/04              $12,051.89        UBS
----------------------------------------------------------------------------------------------------------------------------
       81         538 South Gilbert                                     11/12/04              $11,340.63        UBS
----------------------------------------------------------------------------------------------------------------------------
       90         Westland Portfolio III - Almond Apartments            11/22/04               $3,584.71        UBS
----------------------------------------------------------------------------------------------------------------------------


*   The related borrower obtained an earned-out advance in the amount of
    $4,000,000 on November 17, 2004.






                                   SCHEDULE VI

                      SCHEDULE OF MORTGAGE LOANS SECURED BY
                   A HOSPITALITY PROPERTY OR NURSING FACILITY


                                      NONE






                                  SCHEDULE VII

                             REFERENCE RATE SCHEDULE




  INTEREST ACCRUAL PERIODS BY NUMERICAL           INTEREST ACCRUAL
           NUMERICAL ORDER                      PERIOD BEGINNING IN:               REFERENCE RATE
           ---------------                      --------------------               --------------

                   1                                November 2004                     5.40071%
                   2                                December 2004                     5.40067%
                   3                                January 2005                      5.40065%
                   4                                February 2005                     5.40076%
                   5                                 March 2005                       5.58231%
                   6                                 April 2005                       5.40054%
                   7                                  May 2005                        5.58225%
                   8                                  June 2005                       5.40048%
                   9                                  July 2005                       5.58219%
                   10                                August 2005                      5.58216%
                   11                              September 2005                     5.40039%
                   12                               October 2005                      5.58209%
                   13                               November 2005                     5.40032%
                   14                               December 2005                     5.40034%
                   15                               January 2006                      5.40036%
                   16                               February 2006                     5.40058%
                   17                                March 2006                       5.58214%
                   18                                April 2006                       5.40041%
                   19                                 May 2006                        5.58218%
                   20                                 June 2006                       5.40044%
                   21                                 July 2006                       5.58221%
                   22                                August 2006                      5.58223%
                   23                              September 2006                     5.40049%
                   24                               October 2006                      5.58227%
                   25                               November 2006                     5.40051%
                   26                               December 2006                     5.40052%
                   27                               January 2007                      5.40052%
                   28                               February 2007                     5.40079%
                   29                                March 2007                       5.58229%
                   30                                April 2007                       5.40052%
                   31                                 May 2007                        5.58230%
                   32                                 June 2007                       5.40053%
                   33                                 July 2007                       5.58231%
                   34                                August 2007                      5.58231%
                   35                              September 2007                     5.40049%
                   36                               October 2007                      5.58221%
                   37                               November 2007                     5.40048%
                   38                               December 2007                     5.58230%
                   39                               January 2008                      5.40057%
                   40                               February 2008                     5.40078%
                   41                                March 2008                       5.58243%
                   42                                April 2008                       5.40069%
                   43                                 May 2008                        5.58252%
                   44                                 June 2008                       5.40078%
                   45                                 July 2008                       5.58261%
                   46                                August 2008                      5.58415%
                   47                              September 2008                     5.40237%
                   48                               October 2008                      5.58424%
                   49                               November 2008                     5.40245%





  INTEREST ACCRUAL PERIODS BY NUMERICAL           INTEREST ACCRUAL
           NUMERICAL ORDER                      PERIOD BEGINNING IN:               REFERENCE RATE
           ---------------                      --------------------               --------------

                   50                               December 2008                     5.40249%
                   51                               January 2009                      5.40254%
                   52                               February 2009                     5.40312%
                   53                                March 2009                       5.58445%
                   54                                April 2009                       5.40265%
                   55                                 May 2009                        5.58454%
                   56                                 June 2009                       5.40274%
                   57                                 July 2009                       5.58463%
                   58                                August 2009                      5.58468%
                   59                              September 2009                     5.40798%
                   60                               October 2009                      5.61080%
                   61                               November 2009                     5.45712%
                   62                               December 2009                     5.45722%
                   63                               January 2010                      5.45727%
                   64                               February 2010                     5.45804%
                   65                                March 2010                       5.64026%
                   66                                April 2010                       5.45739%
                   67                                 May 2010                        5.64035%
                   68                                 June 2010                       5.45748%
                   69                                 July 2010                       5.64045%
                   70                                August 2010                      5.64050%
                   71                              September 2010                     5.45763%
                   72                               October 2010                      5.59999%
                   73                               November 2010                     5.41840%
                   74                               December 2010                     5.41838%
                   75                               January 2011                      5.41837%
                   76                               February 2011                     5.41916%
                   77                                March 2011                       5.59990%
                   78                                April 2011                       5.41831%
                   79                                 May 2011                        5.59987%
                   80                                 June 2011                       5.41828%
                   81                                 July 2011                       5.59984%
                   82                                August 2011                      5.59984%
                   83                              September 2011                     5.41824%
                   84                               October 2011                      5.73772%







                                   EXHIBIT A-1

          FORM OF CLASS [A-1] [A-2] [A-3] [A-4] [A-5] [A-6] CERTIFICATE


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2004-C8
   CLASS [A-1] [A-2] [A-3] [A-4] [A-5] [A-6] COMMERCIAL MORTGAGE PASS-THROUGH
                          CERTIFICATE, SERIES 2004-C8


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II





Pass-Through Rate:  [__% per annum] [Variable]                  Initial Certificate Principal Balance of this Certificate
                                                                as of the Closing Date:
                                                                $
                                                                 ------------
Date of Pooling and Servicing Agreement:                        Class Principal Balance of all the Class [A-1] [A-2] [A-3]
November 12, 2004                                               [A-4] [A-5] [A-6] Certificates as of the Closing Date:
                                                                $
                                                                 ------------
Cut-off Date:  November 12, 2004                                Aggregate unpaid principal balance of the Mortgage Pool as
                                                                of the Cut-off Date, after deducting payments of principal
Closing Date:  December 2, 2004                                 due on or before such date (the "Initial Pool Balance"):
                                                                $
                                                                 -------------
First Distribution Date: December 17, 2004
Master Servicer:  Wachovia Bank, National Association           Trustee:  LaSalle Bank National Association
Special Servicer:  Lennar Partners, Inc.                        Fiscal Agent: ABN AMRO Bank N.V.
Certificate No.  [A-1] [A-2] [A-3] [A-4] [A-5] [A-6]-___        CUSIP No.:  _____________




                                      A-1-1




[FOR BOOK ENTRY CERTIFICATES:] UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling

                                     A-1-2


and Servicing Agreement, dated as specified above (the "Agreement"), between
Structured Asset Securities Corporation II, as depositor (the "Depositor", which
term includes any successor entity under the Agreement), Wachovia Bank, National
Association as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), Lennar Partners, Inc., as special
servicer (the "Special Servicer", which term includes any successor entity under
the Agreement), LaSalle Bank National Association, as trustee (the "Trustee",
which term includes any successor entity under the Agreement), and ABN AMRO Bank
N.V., as fiscal agent (the "Fiscal Agent", which term includes any successor
entity under the Agreement), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

         Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs; provided that the initial Record Date will be
the Closing Date. All distributions made under the Agreement in respect of this
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with written wiring instructions no less than five (5)
Business Days prior to (or, in the case of the first such distribution, no later
than) the Record Date for such distribution (which wiring instructions may be in
the form of a standing order applicable to all subsequent distributions as
well), or otherwise by check mailed to the address of such Certificateholder
appearing in the Certificate Register. Notwithstanding the above, the final
distribution in respect of this Certificate (determined without regard to any
possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate) will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice. Also notwithstanding the foregoing, any distribution
that may be made with respect to this Certificate in reimbursement of any
Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

                                     A-1-3


         The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

         The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

         No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

         [FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.]

         The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.

         Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner

                                     A-1-4


hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

         Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Special Servicer, any
Controlling Class Certificateholder (with priority among such Holders being
given to the Holder of Certificates representing the greatest Percentage
Interest in the Controlling Class), the Master Servicer, the Depositor or Lehman
Brothers, in that order of priority (with the Special Servicer having the most
senior priority) to purchase from the Trust all Mortgage Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than approximately 1.0% of the Initial Pool Balance
specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.




                                     A-1-5



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                                      LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                      By:
                                         ---------------------------------------
                                         Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


         This is one of the Class [A-1] [A-2] [A-3] [A-4] [A-5] [A-6]
Certificates referred to in the within-mentioned Agreement.

Dated:  _____________


                                      LASALLE BANK NATIONAL ASSOCIATION,
                                        as Certificate Registrar


                                      By:
                                         ---------------------------------------
                                         Authorized Officer




                                     A-1-6



                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________

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

--------------------------------------------------------------------------------
(please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

         I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:

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

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


Dated:


                                      ------------------------------------------
                                      Signature by or on behalf of Assignor



                                      ------------------------------------------
                                      Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


         The assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

         Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

         This information is provided by __________________________________, the
assignee named above, or ________________________________________, as its agent.




                                     A-1-7


                                   EXHIBIT A-2

                     FORM OF CLASS [X-CL] [X-CP] CERTIFICATE


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2004-C8
        CLASS [X-CL] [X-CP] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C8


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II





Pass-Through Rate:  Variable                                     Initial Certificate Notional Amount of this Certificate as
                                                                 of the Closing Date:
                                                                 $
                                                                  ------------
Date of Pooling and Servicing Agreement:                         Class Notional Amount of all the Class [X-CL] [X-CP]
November 12, 2004                                                Certificates as of the Closing Date:
                                                                 $
                                                                  ------------
Cut-off Date:  November 12, 2004                                 Aggregate unpaid principal balance of the Mortgage Pool as
                                                                 of the Cut-off Date, after deducting payments of principal
Closing Date:  December 2, 2004                                  due on or before such date (the "Initial Pool Balance"):
                                                                 $
                                                                  ------------
First Distribution Date: December 17, 2004
Master Servicer:  Wachovia Bank, National Association            Trustee:  LaSalle Bank National Association
Special Servicer:  Lennar Partners, Inc.                         Fiscal Agent: ABN AMRO Bank N.V.
Certificate No.  [X-CL] [X-CP]-___                               CUSIP No.:  _____________




                                     A-2-1



[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE

                                     A-2-2


A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT ENTITLE THE HOLDER HEREOF TO ANY
DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF WILL BE ENTITLED TO DISTRIBUTIONS
OF INTEREST ACCRUED AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE, WHICH AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

[FOR A REGULATION S GLOBAL CERTIFICATE: PRIOR TO THE DATE (THE "RELEASE DATE")
THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF THIS
CERTIFICATE TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER
THE SECURITIES ACT, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS
CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE
SHALL BE ENTITLED TO RECEIVE PAYMENTS HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.]

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional principal amount of this Certificate (its "Certificate Notional
Amount") as of the Closing Date by the aggregate notional principal amount of
all the Certificates of the same Class as this Certificate (their "Class
Notional Amount") as of the Closing Date) in that certain beneficial ownership
interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), between Structured Asset Securities Corporation II, as depositor
(the "Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association, as master servicer (the "Master Servicer",
which term includes any successor entity under the Agreement), Lennar Partners,
Inc., as special servicer (the "Special Servicer", which term includes any
successor entity under the Agreement), LaSalle Bank National Association, as
trustee (the "Trustee", which term includes any successor entity under the
Agreement), and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the event of any conflict between any provision
of this Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

         Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced

                                     A-2-3


by this Certificate and the amount required to be distributed pursuant to the
Agreement on the applicable Distribution Date in respect of the Class of
Certificates to which this Certificate belongs; provided that the initial Record
Date will be the Closing Date. All distributions made under the Agreement in
respect of this Certificate will be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions no less than five (5) Business Days prior to (or, in the case of
the first such distribution, no later than) the Record Date for such
distribution (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution in respect of this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice.

         The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

         The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

         No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

         If this Certificate constitutes a Definitive Certificate and a Transfer
hereof is to be made without registration under the Securities Act (other than
in connection with the initial issuance of the Certificates or a Transfer of
this Certificate by the Depositor, Lehman Brothers Inc. or any of their
respective Affiliates or, if this Certificate is a Global Certificate, a
Transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and,

                                     A-2-4


upon receipt, may conclusively rely upon) either: (i) a certificate from the
Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such Transfer from the Certificateholder desiring to effect such Transfer and/or
such Certificateholder's prospective Transferee on which such Opinion of Counsel
is based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

         If this Certificate constitutes a Rule 144A Global Certificate and a
Transfer of any interest herein is to be made without registration under the
Securities Act (other than in connection with the initial issuance of the
Certificates or a Transfer of any interest herein by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates), then the Certificate Owner
desiring to effect such Transfer shall be required to obtain either (i) a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached as Exhibit F-2C to the Agreement, or (ii) an Opinion of
Counsel to the effect that such Transferee is a Qualified Institutional Buyer
and such Transfer may be made without registration under the Securities Act.
Except as discussed below, an interest in a Rule 144A Global Certificate for any
Class of Book-Entry Non-Registered Certificates may not be transferred to any
Person who takes delivery other than in the form of an interest in such Rule
144A Global Certificate. If this Certificate constitutes a Rule 144A Global
Certificate and any Transferee of an interest herein does not, in connection
with the subject Transfer, deliver to the Transferor the Opinion of Counsel or
the certification described in the second preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit F-2C attached to the Agreement are, with
respect to the subject Transfer, true and correct.

         Notwithstanding the preceding paragraph, any interest in a Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred (without delivery of any certificate or Opinion of Counsel described
in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the
Depositor or any Affiliate of the Depositor to any Person who takes delivery in
the form of a beneficial interest in the Regulation S Global Certificate for
such Class of Certificates upon delivery to the Certificate Registrar of (x) a
certificate to the effect that the Certificate Owner desiring to effect such
Transfer is the Depositor or an Affiliate of the Depositor and (y) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in such Rule 144A
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the subject Class of Certificates
to be transferred. Upon delivery to the Certificate Registrar of such
certification and such orders and instructions, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Rule 144A

                                     A-2-5


Global Certificate in respect of the subject Class of Certificates and increase
the denomination of the Regulation S Global Certificate for such Class, by the
denomination of the beneficial interest in such Class specified in such orders
and instructions.

         Also notwithstanding the second preceding paragraph, any interest in a
Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner holding
such interest to any Institutional Accredited Investor (other than a Qualified
Institutional Buyer) that takes delivery in the form of a Definitive Certificate
of the same Class as such Rule 144A Global Certificate upon delivery to the
Certificate Registrar and the Trustee of (i) such certifications and/or opinions
as are contemplated by the third preceding paragraph, (ii) a certification from
such Certificate Owner to the effect that it is the lawful owner of the
beneficial interest being transferred and (iii) such written orders and
instructions as are required under the applicable procedures of the Depository
to direct the Trustee to debit the account of a Depository Participant by the
denomination of the transferred interests in such Rule 144A Global Certificate.
Upon delivery to the Certificate Registrar of such certifications and/or
opinions and such orders and instructions, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the subject Rule 144A Global Certificate by the denomination of
the transferred interests in such Rule 144A Global Certificate, and shall cause
a Definitive Certificate of the same Class as such Rule 144A Global Certificate,
and in a denomination equal to the reduction in the denomination of such Rule
144A Global Certificate, to be executed, authenticated and delivered in
accordance with the Agreement to the applicable Transferee.

         Except as provided in the next paragraph no beneficial interest in a
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Release Date, the Certificate Owner desiring to effect any such
Transfer shall be required to obtain from such Certificate Owner's prospective
Transferee a written certification substantially in the form set forth in
Exhibit F-2D to the Agreement certifying that such Transferee is not a United
States Securities Person. On or prior to the Release Date, beneficial interests
in the Regulation S Global Certificate for each Class of Book-Entry
Non-Registered Certificates may be held only through Euroclear or Clearstream.

         Notwithstanding the preceding paragraph, any interest in a Regulation S
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred by the Depositor or any Affiliate of the Depositor to any Person who
takes delivery in the form of a beneficial interest in the Rule 144A Global
Certificate for such Class of Certificates upon delivery to the Certificate
Registrar of (x) a certificate to the effect that the Certificate Owner desiring
to effect such Transfer is the Depositor or an Affiliate of the Depositor and
(y) such written orders and instructions as are required under the applicable
procedures of the Depository, Clearstream and Euroclear to direct the Trustee to
debit the account of a Depository Participant by a denomination of interests in
such Regulation S Global Certificate, and credit the account of a Depository
Participant by a denomination of interests in such Rule 144A Global Certificate,
that is equal to the denomination of beneficial interests in the subject Class
of Certificates to be transferred. Upon delivery to the Certificate Registrar of
such certification and such orders and instructions, the Trustee, subject to and
in accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Regulation S Global Certificate in respect of the subject
Class of Certificates and increase the denomination of the Rule 144A Global

                                     A-2-6


Certificate for such Class, by the denomination of the beneficial interest in
such Class specified in such orders and instructions.

         None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Lehman Brothers Inc., UBS Securities LLC, the
Trustee, the Fiscal Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar and their respective Affiliates against any liability that
may result if such Transfer is not exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

         No Transfer of this Certificate or any interest herein shall be made to
(A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate or any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates or, if
this Certificate constitutes a Global Certificate, any Transfer of this
Certificate to a successor Depository or to the applicable Certificate Owner in
accordance with Section 5.03 of the Agreement, the Certificate Registrar shall
refuse to register the Transfer of this Certificate unless it has received from
the prospective Transferee, and, if this Certificate constitutes a Global
Certificate, any Certificate Owner transferring an interest herein shall be
required to obtain from its prospective Transferee one of the following: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
this Certificate or such interest herein by such prospective Transferee is
exempt from the prohibited transaction provisions of Sections 406(a) and (b) and
407 of ERISA and the excise taxes imposed on such prohibited transactions by
Sections 4975(a) and (b) of the Code, by reason of Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) if this Certificate is
rated in one of the four highest generic rating categories by either Rating
Agency, and this Certificate or an interest herein is being acquired by or on
behalf of a Plan in reliance on any of Prohibited Transaction Exemption 91-14, a
certification to the effect that such Plan (X) is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
any Sub-Servicer, any Person responsible for servicing any Outside Serviced
Trust Mortgage Loan or any related REO Property with respect to an Outside
Serviced Trust Mortgage Loan, any Exemption-Favored Party or any Mortgagor with
respect to Mortgage Loans constituting more than 5% of the aggregate unamortized
principal balance of all the Mortgage Loans determined as of the Closing Date,
or by any Affiliate of such Person, and (Z) agrees that it will obtain from each
of its Transferees that are Plans a written representation that such Transferee,
if a Plan,

                                     A-2-7


satisfies the requirements of the immediately preceding clauses (X) and (Y),
together with a written agreement that such Transferee will obtain from each of
its Transferees that are Plans a similar written representation regarding
satisfaction of the requirements of the immediately preceding clauses (X) and
(Y); or (iv) a certification of facts and an Opinion of Counsel which otherwise
establish to the reasonable satisfaction of the Trustee or such Certificate
Owner, as the case may be, that such Transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code. If any Transferee of
this Certificate or any interest herein does not, in connection with the subject
Transfer, deliver to the Certificate Registrar (if this Certificate constitutes
a Definitive Certificate) or the Transferor (if this Certificate constitutes a
Global Certificate) a certification and/or Opinion of Counsel as required by the
preceding sentence, then such Transferee shall be deemed to have represented and
warranted that either: (i) such Transferee is not a Plan and is not directly or
indirectly purchasing this Certificate or any interest herein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of this Certificate or such interest herein by such
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code.

         No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

         [FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.]

         The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.

         Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

         Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to

                                     A-2-8


the Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment (or any advance with respect thereto) on or
other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust, and (ii) the purchase by the Depositor, Lehman Brothers Inc., the Master
Servicer, the Special Servicer or any Controlling Class Certificateholder at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust. The Agreement permits, but does not require,
the Special Servicer, any Controlling Class Certificateholder (with priority
among such Holders being given to the Holder of Certificates representing the
greatest Percentage Interest in the Controlling Class), the Master Servicer, the
Depositor or Lehman Brothers Inc., in that order of priority (with the Special
Servicer having the most senior priority) to purchase from the Trust all
Mortgage Loans and any REO Properties remaining therein. The exercise of such
right will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than approximately 1.0% of the Initial
Pool Balance specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.



                                     A-2-9



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                                      LASALLE BANK NATIONAL ASSOCIATION,
                                      as Trustee


                                      By:
                                         ---------------------------------------
                                         Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


         This is one of the Class [X-CL] [X-CP] Certificates referred to in the
within-mentioned Agreement.

Dated:  _____________


                                      LASALLE BANK NATIONAL ASSOCIATION,
                                      as Certificate Registrar


                                      By:
                                         ---------------------------------------
                                         Authorized Officer




                                     A-2-10



                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________

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

--------------------------------------------------------------------------------
    (please print or typewrite name and address including postal zip code of
                                    assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

         I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:_______________________________________________________

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

--------------------------------------------------------------------------------
Dated:


                                      ------------------------------------------
                                      Signature by or on behalf of Assignor



                                      ------------------------------------------
                                      Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


         The assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

         Distributions made by check (such check to be made payable to _________
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

         This information is provided by __________________________________, the
assignee named above, or ________________________________________, as its agent.





                                     A-2-11



                                   EXHIBIT A-3

               FORM OF CLASS [A-J] [B] [C] [D] [E] [F] CERTIFICATE


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2004-C8
  CLASS [A-J] [B] [C] [D] [E] [F] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C8


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II





Pass-Through Rate:  Variable                                     Initial Certificate Principal Balance of this Certificate as
                                                                 of the Closing Date:
                                                                 $
                                                                  ------------
Date of Pooling and Servicing Agreement:                         Class Principal Balance of all the Class [A-J] [B] [C] [D]
November 12, 2004                                                [E] [F] Certificates as of the Closing Date:
                                                                 $
                                                                  ------------
Cut-off Date:  November 12, 2004                                 Aggregate unpaid principal balance of the Mortgage Pool as
                                                                 of the Cut-off Date, after deducting payments of principal
Closing Date:  December 2, 2004                                  due on or before such date (the "Initial Pool Balance"):
                                                                 $
                                                                  ------------
First Distribution Date:  December 17, 2004
Master Servicer:  Wachovia Bank, National Association            Trustee:  LaSalle Bank National Association
Special Servicer:  Lennar Partners, Inc.                         Fiscal Agent: ABN AMRO Bank N.V.
Certificate No. [A-J] [B] [C] [D] [E] [F]-___                    CUSIP No.:  _____________




                                     A-3-1



[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its

                                     A-3-2


"Certificate Principal Balance") as of the Closing Date by the aggregate
principal balance of all the Certificates of the same Class as this Certificate
(their "Class Principal Balance") as of the Closing Date) in that certain
beneficial ownership interest in the Trust evidenced by all the Certificates of
the same Class as this Certificate. The Trust was created and the Certificates
were issued pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Agreement"), between Structured Asset Securities Corporation II, as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), Wachovia Bank, National Association, as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement), Lennar
Partners, Inc., as special servicer (the "Special Servicer", which term includes
any successor entity under the Agreement), LaSalle Bank National Association, as
trustee (the "Trustee", which term includes any successor entity under the
Agreement), and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the event of any conflict between any provision
of this Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

         Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs; provided that the initial Record Date will be
the Closing Date. All distributions made under the Agreement in respect of this
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with written wiring instructions no less than five (5)
Business Days prior to (or, in the case of the first such distribution, no later
than) the Record Date for such distribution (which wiring instructions may be in
the form of a standing order applicable to all subsequent distributions as
well), or otherwise by check mailed to the address of such Certificateholder
appearing in the Certificate Register. Notwithstanding the above, the final
distribution in respect of this Certificate (determined without regard to any
possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate) will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice. Also notwithstanding the foregoing, any distribution
that may be made with respect to this Certificate in reimbursement of any
Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

                                     A-3-3


         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

         The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

         No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

         [FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.]

         The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.

                                     A-3-4


         Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

         Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Special Servicer, any
Controlling Class Certificateholder (with priority among such Holders being
given to the Holder of Certificates representing the greatest Percentage
Interest in the Controlling Class), the Master Servicer, the Depositor or Lehman
Brothers Inc., in that order of priority (with the Special Servicer having the
most senior priority) to purchase from the Trust all Mortgage Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than approximately 1.0% of the Initial Pool Balance
specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                     A-3-5



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                                      LASALLE BANK NATIONAL ASSOCIATION,
                                      as Trustee


                                      By:
                                         ---------------------------------------
                                         Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


                  This is one of the Class [A-J] [B] [C] [D] [E] [F]
Certificates referred to in the within-mentioned Agreement.

Dated:  _____________


                                      LASALLE BANK NATIONAL ASSOCIATION,
                                      as Certificate Registrar


                                      By:
                                         ---------------------------------------
                                         Authorized Officer



                                     A-3-6




                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________

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

--------------------------------------------------------------------------------
    (please print or typewrite name and address including postal zip code of
                                    assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

         I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:_______________________________________________________

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

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

Dated:


                                      ------------------------------------------
                                      Signature by or on behalf of Assignor


                                      ------------------------------------------
                                      Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


         The assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

         Distributions made by check (such check to be made payable to _________
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

         This information is provided by __________________________________, the
assignee named above, or ________________________________________, as its agent.




                                     A-3-7

                                   EXHIBIT A-4

      FORM OF CLASS [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T] CERTIFICATE


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2004-C8
      CLASS [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T] COMMERCIAL MORTGAGE
                    PASS-THROUGH CERTIFICATE, SERIES 2004-C8


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II




Pass-Through Rate:  Variable                                    Initial Certificate Principal Balance of this Certificate
                                                                as of the Closing Date:
                                                                $
                                                                 ------------
Date of Pooling and Servicing Agreement:                        Class Principal Balance of all the Class [G] [H] [J] [K]
November 12, 2004                                               [L] [M] [N] [P] [Q] [S] [T] Certificates as of the Closing
                                      Date:
                                                                $
                                                                 ------------
Cut-off Date:  November 12, 2004                                Aggregate unpaid principal balance of the Mortgage Pool as
                                                                of the Cut-off Date, after deducting payments of principal
Closing Date:  December 2, 2004                                 due on or before such date (the "Initial Pool Balance"):
                                                                $
                                                                 ------------
First Distribution Date: December 17, 2004
Master Servicer:  Wachovia Bank, National Association           Trustee:  LaSalle Bank National Association
Special Servicer:  Lennar Partners, Inc.                        Fiscal Agent: ABN AMRO Bank N.V.
Certificate No.  [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S]        CUSIP No.:  _____________
[T]-___





                                     A-4-1



[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A

                                     A-4-2


"REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

[FOR A REGULATION S GLOBAL CERTIFICATE: PRIOR TO THE DATE (THE "RELEASE DATE")
THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING OF THIS
CERTIFICATE TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER
THE SECURITIES ACT, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS
CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE
SHALL BE ENTITLED TO RECEIVE PAYMENTS HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.]

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between
Structured Asset Securities Corporation II, as depositor (the "Depositor", which
term includes any successor entity under the Agreement), Wachovia Bank, National
Association, as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), Lennar Partners, Inc., as special
servicer (the "Special Servicer", which term includes any successor entity under
the Agreement), LaSalle Bank National Association, as trustee (the "Trustee",
which term includes any successor entity under the Agreement), and ABN AMRO Bank
N.V., as fiscal agent (the "Fiscal Agent", which term includes any successor
entity under the Agreement), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

         Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable

                                     A-4-3


Distribution Date in respect of the Class of Certificates to which this
Certificate belongs; provided that the initial Record Date will be the Closing
Date. All distributions made under the Agreement in respect of this Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to (or, in the case of the first such distribution, no later than) the
Record Date for such distribution (which wiring instructions may be in the form
of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appeared in the Certificate Register or to any such other address
of which the Trustee is subsequently notified in writing.

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

         The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                                     A-4-4


         No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

         If this Certificate constitutes a Definitive Certificate and a Transfer
hereof is to be made without registration under the Securities Act (other than
in connection with the initial issuance of the Certificates or a Transfer of
this Certificate by the Depositor, Lehman Brothers Inc. or any of their
respective Affiliates or, if this Certificate is a Global Certificate, a
Transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such Transfer from the Certificateholder desiring to effect such Transfer and/or
such Certificateholder's prospective Transferee on which such Opinion of Counsel
is based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

         If this Certificate constitutes a Rule 144A Global Certificate and a
Transfer of any interest herein is to be made without registration under the
Securities Act (other than in connection with the initial issuance of the
Certificates or a Transfer of any interest herein by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates), then the Certificate Owner
desiring to effect such Transfer shall be required to obtain either (i) a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached as Exhibit F-2C to the Agreement, or (ii) an Opinion of
Counsel to the effect that such Transferee is a Qualified Institutional Buyer
and such Transfer may be made without registration under the Securities Act.
Except as discussed below, an interest in a Rule 144A Global Certificate for any
Class of Book-Entry Non-Registered Certificates may not be transferred to any
Person who takes delivery other than in the form of an interest in such Rule
144A Global Certificate. If this Certificate constitutes a Rule 144A Global
Certificate and any Transferee of an interest herein does not, in connection
with the subject Transfer, deliver to the Transferor the Opinion of Counsel or
the certification described in the second preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit F-2C attached to the Agreement are, with
respect to the subject Transfer, true and correct.

         [FOR CLASS T CERTIFICATES ONLY: If this Certificate constitutes a Rule
144A Global Certificate and a Transfer of any interest herein is to be made
without registration under the Securities Act, any Certificate Owner desiring to
effect a transfer of this Certificate or any interest

                                     A-4-5


herein may not sell or otherwise transfer this Certificate or any interest
herein unless it has provided the Depositor with prior written notice of such
transfer (together with a copy of the certificate (executed by the proposed
transferee) or Opinion of Counsel referred to in the preceding paragraph); such
notice to be delivered to Structured Asset Securities Corporation II, 745
Seventh Avenue, New York, New York 10019, Attention: Scott Lechner--LB-UBS
Commercial Mortgage Trust 2004-C8, facsimile number: (646) 758-4203.]

         Notwithstanding the preceding paragraph, any interest in a Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred (without delivery of any certificate or Opinion of Counsel described
in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the
Depositor or any Affiliate of the Depositor to any Person who takes delivery in
the form of a beneficial interest in the Regulation S Global Certificate for
such Class of Certificates upon delivery to the Certificate Registrar of (x) a
certificate to the effect that the Certificate Owner desiring to effect such
Transfer is the Depositor or an Affiliate of the Depositor and (y) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in such Rule 144A
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the subject Class of Certificates
to be transferred. Upon delivery to the Certificate Registrar of such
certification and such orders and instructions, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Rule 144A Global Certificate in respect of the subject Class
of Certificates and increase the denomination of the Regulation S Global
Certificate for such Class, by the denomination of the beneficial interest in
such Class specified in such orders and instructions.

         Also notwithstanding the second preceding paragraph, any interest in a
Rule 144A Global Certificate with respect to any Class of Book-Entry
Non-Registered Certificates may be transferred by any Certificate Owner holding
such interest to any Institutional Accredited Investor (other than a Qualified
Institutional Buyer) that takes delivery in the form of a Definitive Certificate
of the same Class as such Rule 144A Global Certificate upon delivery to the
Certificate Registrar and the Trustee of (i) such certifications and/or opinions
as are contemplated by the third preceding paragraph, (ii) a certification from
such Certificate Owner to the effect that it is the lawful owner of the
beneficial interest being transferred and (iii) such written orders and
instructions as are required under the applicable procedures of the Depository
to direct the Trustee to debit the account of a Depository Participant by the
denomination of the transferred interests in such Rule 144A Global Certificate.
Upon delivery to the Certificate Registrar of such certifications and/or
opinions and such orders and instructions, the Trustee, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the subject Rule 144A Global Certificate by the denomination of
the transferred interests in such Rule 144A Global Certificate, and shall cause
a Definitive Certificate of the same Class as such Rule 144A Global Certificate,
and in a denomination equal to the reduction in the denomination of such Rule
144A Global Certificate, to be executed, authenticated and delivered in
accordance with the Agreement to the applicable Transferee.

         Except as provided in the next paragraph no beneficial interest in a
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Release Date, the Certificate Owner desiring to effect any such
Transfer shall be

                                     A-4-6


required to obtain from such Certificate Owner's prospective Transferee a
written certification substantially in the form set forth in Exhibit F-2D to the
Agreement certifying that such Transferee is not a United States Securities
Person. On or prior to the Release Date, beneficial interests in the Regulation
S Global Certificate for each Class of Book-Entry Non-Registered Certificates
may be held only through Euroclear or Clearstream.

         Notwithstanding the preceding paragraph, any interest in a Regulation S
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred by the Depositor or any Affiliate of the Depositor to any Person who
takes delivery in the form of a beneficial interest in the Rule 144A Global
Certificate for such Class of Certificates upon delivery to the Certificate
Registrar of (x) a certificate to the effect that the Certificate Owner desiring
to effect such Transfer is the Depositor or an Affiliate of the Depositor and
(y) such written orders and instructions as are required under the applicable
procedures of the Depository, Clearstream and Euroclear to direct the Trustee to
debit the account of a Depository Participant by a denomination of interests in
such Regulation S Global Certificate, and credit the account of a Depository
Participant by a denomination of interests in such Rule 144A Global Certificate,
that is equal to the denomination of beneficial interests in the subject Class
of Certificates to be transferred. Upon delivery to the Certificate Registrar of
such certification and such orders and instructions, the Trustee, subject to and
in accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Regulation S Global Certificate in respect of the subject
Class of Certificates and increase the denomination of the Rule 144A Global
Certificate for such Class, by the denomination of the beneficial interest in
such Class specified in such orders and instructions.

         None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Lehman Brothers Inc., UBS Securities LLC, the
Trustee, the Fiscal Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar and their respective Affiliates against any liability that
may result if such Transfer is not exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

         No Transfer of this Certificate or any interest herein shall be made to
(A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate or any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates or, if
this Certificate constitutes a Global Certificate, any Transfer of this
Certificate to a successor Depository or to the applicable Certificate Owner in
accordance with Section 5.03 of the Agreement, the Certificate Registrar shall
refuse to

                                     A-4-7


register the Transfer of this Certificate unless it has received from the
prospective Transferee, and, if this Certificate constitutes a Global
Certificate, any Certificate Owner transferring an interest herein shall be
required to obtain from its prospective Transferee, one of the following: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
this Certificate or such interest herein by such prospective Transferee is
exempt from the prohibited transaction provisions of Sections 406(a) and (b) and
407 of ERISA and the excise taxes imposed on such prohibited transactions by
Sections 4975(a) and (b) of the Code, by reason of Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) if this Certificate is
rated in one of the four highest generic rating categories by either Rating
Agency, and this Certificate or an interest herein is being acquired by or on
behalf of a Plan in reliance on any of Prohibited Transaction Exemption 91-14, a
certification to the effect that such Plan (X) is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
any Sub-Servicer, any Person responsible for servicing any Outside Serviced
Trust Mortgage Loan or any related REO Property with respect to an Outside
Serviced Trust Mortgage Loan, any Exemption-Favored Party or any Mortgagor with
respect to Mortgage Loans constituting more than 5% of the aggregate unamortized
principal balance of all the Mortgage Loans determined as of the Closing Date,
or by any Affiliate of such Person, and (Z) agrees that it will obtain from each
of its Transferees that are Plans a written representation that such Transferee,
if a Plan, satisfies the requirements of the immediately preceding clauses (X)
and (Y), together with a written agreement that such Transferee will obtain from
each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(X) and (Y); or (iv) a certification of facts and an Opinion of Counsel which
otherwise establish to the reasonable satisfaction of the Trustee or such
Certificate Owner, as the case may be, that such Transfer will not result in a
violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code. If any
Transferee of this Certificate or any interest herein does not, in connection
with the subject Transfer, deliver to the Certificate Registrar (if this
Certificate constitutes a Definitive Certificate) or the Transferor (if this
Certificate constitutes a Global Certificate) a certification and/or Opinion of
Counsel as required by the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that either (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code.

         No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

         [FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.]

                                     A-4-8


         The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.

         Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

         Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Special Servicer, any
Controlling Class Certificateholder (with priority among such Holders being
given to the Holder of Certificates representing the greatest Percentage
Interest in the Controlling Class), the Master Servicer, the Depositor or Lehman
Brothers Inc., in that order of priority (with the Special Servicer having the
most senior priority) to purchase from the Trust all Mortgage Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than approximately 1.0% of the Initial Pool Balance
specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

                                     A-4-9


         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.




                                     A-4-10



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                                      LASALLE BANK NATIONAL ASSOCIATION,
                                      as Trustee


                                      By:
                                         ---------------------------------------
                                         Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


          This is one of the Class [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T]
Certificates referred to in the within-mentioned Agreement.

Dated:  _____________


                       LASALLE BANK NATIONAL ASSOCIATION,
                            as Certificate Registrar


                                      By:
                                         ---------------------------------------
                                         Authorized Officer





                                     A-4-11



                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________

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

--------------------------------------------------------------------------------
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

         I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________

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

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

Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor



                                      ------------------------------------------
                                      Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


                  The assignee should include the following for purposes of
distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

         Distributions made by check (such check to be made payable to _________
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

         This information is provided by __________________________________, the
assignee named above, or ________________________________________, as its agent.


                                     A-4-12


                                   EXHIBIT A-5

                 FORM OF CLASS [R-I] [R-II] [R-III] CERTIFICATE


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2004-C8
    CLASS [R-I] [R-II] [R-III] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C8


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II




Date of Pooling and Servicing Agreement:                         Percentage Interest evidenced by this Certificate in the
November 12, 2004                                                related Class:  ___%

Cut-off Date:  November 12, 2004                                 Aggregate unpaid principal balance of the Mortgage Pool as
                                                                 of the Cut-off Date, after deducting payments of principal
Closing Date:  December 2, 2004                                  due on or before such date (the "Initial Pool Balance"):
                                                                 $
                                                                  -------------
First Distribution Date: December 17, 2004
Master Servicer:  Wachovia Bank, National Association            Trustee:  LaSalle Bank National Association
Special Servicer:  Lennar Partners, Inc.                         Fiscal Agent: ABN AMRO Bank N.V.
Certificate No.  [R-I] [R-II] [R-III]-___




                                     A-5-1



THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, THE TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL
TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE
REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

         This certifies that _______________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (as specified
above) in that certain beneficial ownership

                                     A-5-2


interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), between Structured Asset Securities Corporation II, as depositor
(the "Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association, as master servicer (the "Master Servicer",
which term includes any successor entity under the Agreement), Lennar Partners,
Inc., as special servicer (the "Special Servicer", which term includes any
successor entity under the Agreement), LaSalle Bank National Association, as
trustee (the "Trustee", which term includes any successor entity under the
Agreement), and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the event of any conflict between any provision
of this Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

         Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs; provided that the initial Record Date will be
the Closing Date. All distributions made under the Agreement in respect of this
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with written wiring instructions no less than five (5)
Business Days prior to (or, in the case of the first such distribution, no later
than) the Record Date for such distribution (which wiring instructions may be in
the form of a standing order applicable to all subsequent distributions as
well), or otherwise by check mailed to the address of such Certificateholder
appearing in the Certificate Register. Notwithstanding the above, the final
distribution in respect of this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice.

         The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

         The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain

                                     A-5-3


limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

         No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

         If a Transfer of this Certificate is to be made without registration
under the Securities Act (other than in connection with the initial issuance of
the Certificates or a Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates), then the Certificate
Registrar shall refuse to register such Transfer unless it receives (and, upon
receipt, may conclusively rely upon) either: (i) a certificate from the
Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such Transfer from the Certificateholder desiring to effect such Transfer and/or
such Certificateholder's prospective Transferee on which such Opinion of Counsel
is based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

         None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, Lehman Brothers Inc., UBS Securities LLC, the Trustee, the Fiscal
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar and
their respective Affiliates against any liability that may result if such
Transfer is not exempt from the registration and/or qualification

                                     A-5-4


requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

         No Transfer of this Certificate or any interest herein shall be made to
(A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates, the Certificate Registrar
shall refuse to register the Transfer of this Certificate unless it has received
from the prospective Transferee, either: (i) a certification to the effect that
such prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate on behalf of, as named fiduciary of, as trustee of,
or with assets of a Plan; or (ii) a certification of facts and an Opinion of
Counsel which otherwise establish to the reasonable satisfaction of the Trustee
that such Transfer will not result in a violation of Section 406 or 407 of ERISA
or Section 4975 of the Code or result in the imposition of an excise tax under
Section 4975 of the Code. If any Transferee of this Certificate or any interest
herein does not, in connection with the subject Transfer, deliver to the
Certificate Registrar a certification and/or Opinion of Counsel as required by
the preceding sentence, then such Transferee shall be deemed to have represented
and warranted that either: (i) such Transferee is not a Plan and is not directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of this Certificate or such interest herein by such
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code.

         Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii)(A) of such Section 5.02(d)
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii)(B) of such Section 5.02(d) to negotiate
the terms of any mandatory disposition and to execute all instruments of
transfer and to do all other things necessary in connection with any such
disposition. Each Person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee and shall promptly notify the Trustee
and the Tax Administrator of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed Transfer of any Ownership
Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit H-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, representing and warranting, among other things, that such
Transferee is a Permitted Transferee, that it is not acquiring its Ownership
Interest in this Certificate as a nominee, trustee or agent for any Person that
is not a Permitted Transferee, that for so long as it retains its Ownership
Interest in this Certificate, it will endeavor to remain a Permitted Transferee,
and that it has reviewed the provisions of Section 5.02(d) of



                                     A-5-5


the Agreement and agrees to be bound by them. Notwithstanding the delivery of a
Transfer Affidavit and Agreement by a proposed Transferee, if the Certificate
Registrar has actual knowledge that the proposed Transferee is not a Permitted
Transferee, the Certificate Registrar shall not register the Transfer of an
Ownership Interest in this Certificate to such proposed Transferee. In addition,
the Certificate Registrar shall not register the transfer of an Ownership
Interest in this Certificate to any entity classified as a partnership under the
Code unless at the time of transfer, all of its beneficial owners are United
States Tax Persons.

         Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to Transfer its Ownership Interest
herein and (y) not to Transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form attached as
Exhibit H-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Trustee and the Tax
Administrator written notice that it is a "pass-through interest holder" within
the meaning of temporary Treasury regulations section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such
Ownership Interest on behalf of, a "pass-through interest holder".

         The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Trustee and the Tax Administrator the following: (a) written notification from
each Rating Agency to the effect that the modification of, addition to or
elimination of such provisions will not cause such Rating Agency to withdraw,
qualify or downgrade its then-current rating of any Class of Certificates; and
(b) an opinion of counsel, in form and substance satisfactory to the Trustee and
the Tax Administrator, to the effect that such modification of, addition to or
elimination of such provisions will not (i) cause any REMIC Pool to (A) cease to
qualify as a REMIC or (B) be subject to an entity-level tax caused by the
Transfer of a Residual Interest Certificate to a Person which is not a Permitted
Transferee, or (ii) cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the Transfer of a Residual Interest
Certificate to a Person that is not a Permitted Transferee.

         A "Permitted Transferee" is any Transferee that is not (i) a
Disqualified Organization, (ii) any Person as to whom the transfer of this
Certificate may cause any REMIC Pool to fail to qualify as a REMIC, (iii) a
Disqualified Non-United States Tax Person, (iv) a Disqualified Partnership or
(v) a foreign permanent establishment or fixed base (within the meaning of any
applicable income tax treaty between the United States and any foreign
jurisdiction) of a United States Tax Personal.

         A "Disqualified Organization" is (i) the United States, any State or
political subdivision thereof, a foreign government, an international
organization, or any agency or instrumentality of any of the foregoing, (ii) any
organization (other than certain farmers' cooperatives described in Section 521
of the Code) that is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iii) rural electric and telephone cooperatives described in
Section 1381 of the Code and (iv) any other Person so designated by the Trustee
or the Tax Administrator based upon an opinion of counsel that the holding of an
Ownership Interest in a Residual Interest Certificate by such Person may cause
the Trust or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an

                                     A-5-6


Ownership Interest in a Residual Interest Certificate to such Person. The terms
"United States", "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.

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

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

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

         No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

         The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind

                                     A-5-7


(including opinions or other tax analyses) that are provided to the taxpayer
relating to such tax treatment and tax structure.

         Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

         Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Special Servicer, any
Controlling Class Certificateholder (with priority among such Holders being
given to the Holder of Certificates representing the greatest Percentage
Interest in the Controlling Class), the Master Servicer, the Depositor or Lehman
Brothers Inc., in that order of priority (with the Special Servicer having the
most senior priority) to purchase from the Trust all Mortgage Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than approximately 1.0% of the Initial Pool Balance
specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York

                                     A-5-8


General Obligations Law), and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                     A-5-9



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                                      LASALLE BANK NATIONAL ASSOCIATION,
                                      as Trustee


                                      By:
                                         ---------------------------------------
                                         Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


         This is one of the Class [R-I] [R-II] [R-III] Certificates referred to
in the within-mentioned Agreement.

Dated:  _____________


                                      LASALLE BANK NATIONAL ASSOCIATION,
                                      as Certificate Registrar


                                      By:
                                         ---------------------------------------
                                         Authorized Officer



                                     A-5-10


                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________

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

--------------------------------------------------------------------------------
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

         I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:_______________________________________________________

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

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

Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor




                                      ------------------------------------------
                                      Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


         The assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

         Distributions made by check (such check to be made payable to _________
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

         This information is provided by __________________________________, the
assignee named above, or ________________________________________, as its agent.





                                     A-5-11

                                   EXHIBIT A-6

                           FORM OF CLASS V CERTIFICATE


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2004-C8
              CLASS V COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2004-C8


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II





Date of Pooling and Servicing Agreement:                         Percentage Interest evidenced by this Certificate in Class
November 12, 2004                                                V:  ___%

Cut-off Date:  November 12, 2004

Closing Date:  December 2, 2004


First Distribution Date: December 17, 2004                       Aggregate unpaid principal balance of the Mortgage Pool as
                                                                 of the Cut-off Date, after deducting payments of principal
Master Servicer:  Wachovia Bank, National Association            due on or before such date (the "Initial Pool Balance"):
                                                                 $
Special Servicer:  Lennar Partners, Inc.                          -------------

Certificate No.  V-___                                           Trustee: LaSalle Bank National Association

                                                                 Fiscal Agent: ABN AMRO BANK N.V.


                                     A-6-1



THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LENNAR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD TRUST MORTGAGE LOANS SUBJECT TO THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

         This certifies that ________________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (as specified
above) in that certain beneficial ownership interest in the Trust evidenced by
all the Class V Certificates. The Trust was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as specified above
(the "Agreement"), between Structured Asset Securities Corporation II, as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), Wachovia Bank, National Association, as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement), Lennar
Partners, Inc., as special servicer (the "Special Servicer", which term includes
any successor entity under the Agreement), LaSalle Bank National Association, as
trustee (the "Trustee", which term includes any successor entity under the
Agreement), and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

                                     A-6-2


In the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

         Pursuant to the terms of the Agreement, distributions will be made on
the 4th Business Day following the 11th calendar day of each month (or, if such
11th calendar day is not a Business Day, then the 5th Business Day following
such 11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs; provided that the initial Record Date will be
the Closing Date. All distributions made under the Agreement in respect of this
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided the Trustee with written wiring instructions no less than five (5)
Business Days prior to (or, in the case of the first such distribution, no later
than) the Record Date for such distribution (which wiring instructions may be in
the form of a standing order applicable to all subsequent distributions as
well), or otherwise by check mailed to the address of such Certificateholder
appearing in the Certificate Register. Notwithstanding the above, the final
distribution in respect of this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice.

         The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

         The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                                     A-6-3


         No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

         If a Transfer of this Certificate is to be made without registration
under the Securities Act (other than in connection with the initial issuance of
the Certificates or a Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates), then the Certificate
Registrar shall refuse to register such Transfer unless it receives (and, upon
receipt, may conclusively rely upon) either: (i) a certificate from the
Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such Transfer from the Certificateholder desiring to effect such Transfer and/or
such Certificateholder's prospective Transferee on which such Opinion of Counsel
is based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

         None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, Lehman Brothers Inc., UBS Securities LLC, the Trustee, the Fiscal
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar and
their respective Affiliates against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

         No Transfer of this Certificate or any interest herein shall be made to
(A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or

                                     A-6-4


any of their respective Affiliates, the Certificate Registrar shall refuse to
register the Transfer of this Certificate unless it has received from the
prospective Transferee, either: (i) a certification to the effect that such
prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate or such interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
of facts and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Trustee that such Transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code. If any Transferee of
this Certificate or any interest herein does not, in connection with the subject
Transfer, deliver to the Certificate Registrar a certification and/or Opinion of
Counsel as required by the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code.

         No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

         The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential). Notwithstanding the foregoing, each offeree
and/or holder of this Certificate (and each employee, representative, or other
agent of such offeree or holder) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
(as defined in section 1.6011-4 of the Treasury Department regulations)
associated herewith and all materials of any kind (including opinions or other
tax analyses) that are provided to the taxpayer relating to such tax treatment
and tax structure.

         Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

         Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but

                                     A-6-5


does not require, the Special Servicer, any Controlling Class Certificateholder
(with priority among such Holders being given to the Holder of Certificates
representing the greatest Percentage Interest in the Controlling Class), the
Master Servicer, the Depositor or Lehman Brothers Inc., in that order of
priority (with the Special Servicer having the most senior priority) to purchase
from the Trust all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than
approximately 1.0% of the Initial Pool Balance specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of law principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                     A-6-6



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


                                      LASALLE BANK NATIONAL ASSOCIATION,
                                      as Trustee


                                      By:
                                         ---------------------------------------
                                         Authorized Officer


                          CERTIFICATE OF AUTHENTICATION


         This is one of the Class V Certificates referred to in the
within-mentioned Agreement.

Dated:  _____________


                                      LASALLE BANK NATIONAL ASSOCIATION,
                                      as Certificate Registrar


                                      By:
                                         ---------------------------------------
                                         Authorized Officer




                                     A-6-7


                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________

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

--------------------------------------------------------------------------------
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

         I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________

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

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


Dated:

                                      ------------------------------------------
                                      Signature by or on behalf of Assignor


                                      ------------------------------------------
                                      Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


         The assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to for the account of .

         Distributions made by check (such check to be made payable to _________
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

         This information is provided by __________________________________, the
assignee named above, or ________________________________________, as its agent.



                                     A-6-8



                                    EXHIBIT B

                       FORM OF DISTRIBUTION DATE STATEMENT


                    See Annex D in the Prospectus Supplement




                                       B-1



                                    EXHIBIT C

                         FORM OF CUSTODIAL CERTIFICATION


To the parties listed on the attached Schedule A

         Re: LB-UBS Commercial Mortgage Trust 2004-C8
             Commercial Mortgage Pass Through Certificates, Series 2004-C8 (the
             "Certificates")

Ladies and Gentlemen:

         Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement
dated as of November 12, 2004, relating to the above-referenced Certificates
(the "Agreement"), LaSalle Bank National Association, in its capacity as trustee
(the "Trustee"), hereby certifies as to each Mortgage Loan subject as of the
date hereof to the Agreement (except as identified in the exception report
attached hereto) that: (i) all documents specified in subclause (A) of Section
2.02(b) are in its possession or the possession of a Custodian on its behalf;
(ii) the recordation/filing contemplated by Section 2.01(c) of the Agreement has
been completed (based solely on receipt by the Trustee of the particular
recorded/filed documents); (iii) all documents received by it or any Custodian
with respect to such Mortgage Loan have been reviewed by it or by such Custodian
on its behalf and (A) appear regular on their face (handwritten additions,
changes or corrections shall not constitute irregularities if initialed by the
Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport
to relate to such Mortgage Loan; and (iv) based on the examinations referred to
in Section 2.02(a) of the Agreement and in this Certification and only as to the
foregoing documents, the information set forth in the Trust Mortgage Loan
Schedule with respect to the items specified in clauses (v) and (vi)(B) of the
definition of "Trust Mortgage Loan Schedule" accurately reflects the information
set forth in the Mortgage File.

         Neither the Trustee nor any Custodian is under any duty or obligation
to inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Mortgage Loans delivered to it to determine that
the same are valid, legal, effective, genuine, binding, enforceable, sufficient
or appropriate for the represented purpose or that they are other than what they
purport to be on their face. Furthermore, neither the Trustee nor any Custodian
shall have any responsibility for determining whether the text of any assignment
or endorsement is in proper or recordable form, whether the requisite recording
of any document is in accordance with the requirements of any applicable
jurisdiction, or whether a blanket assignment is permitted in any applicable
jurisdiction. In performing the review contemplated herein, the Trustee or any
Custodian may rely on the Depositor as to the purported genuineness of any such
document and any signature thereon.

                                       C-1


         Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them in the Agreement.


                                      Respectfully,

                                      LASALLE BANK NATIONAL ASSOCIATION,
                                      as Trustee


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:



                                       C-2



                                   SCHEDULE A


Wachovia Bank, National Association
NC 1075
8739 Research Drive - URP4
Charlotte, North Carolina 28288-1075
Attn:  LB-UBS Commercial Mortgage Trust 2004-C8

Lennar Partners, Inc.
1601 Washington Avenue, Suite 800
Miami, Florida  33139
Attn:  LB-UBS Commercial Mortgage Trust 2004-C8

Structured Asset Securities Corporation II
745 Seventh Avenue
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2004-C8

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2004-C8

Lehman Brothers Holdings Inc.
745 Seventh Avenue
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2004-C8

UBS Securities LLC
1285 Avenue of the Americas
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2004-C8

UBS Real Estate Investments Inc.
1285 Avenue of the Americas
New York, New York  10019
Attn:  LB-UBS Commercial Mortgage Trust 2004-C8

[Each of the Serviced Non-Trust Mortgage Loan Noteholders]


                                       C-3



                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE


                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention: Global Securitization Trust Services Group--
           LB-UBS Commercial Mortgage Trust 2004-C8

           Re: LB-UBS Commercial Mortgage Trust 2004-C8,
               Commercial Mortgage Pass-Through Certificates, Series 2004-C8

         In connection with the administration of the Mortgage Files held by or
on behalf of you as Trustee, under that certain Pooling and Servicing Agreement
dated as of November 12, 2004 (the "Pooling and Servicing Agreement"), by and
between Structured Asset Securities Corporation II, as depositor, Wachovia Bank,
National Association, as master servicer (the "Master Servicer"), Lennar
Partners, Inc., as special servicer (the "Special Servicer"), LaSalle Bank
National Association, as trustee (the "Trustee), and ABN AMRO Bank N.V., fiscal
agent, the undersigned hereby requests a release of the Mortgage File (or the
portion thereof specified below) held by or on behalf of you as Trustee, with
respect to the following described Mortgage Loan for the reason indicated below.

         Property Name:
                       ---------------------------------------------------------

         Address:
                 ---------------------------------------------------------------

         Control No.:
                     -----------------------------------------------------------

         If only particular documents in the Mortgage File are requested, please
specify which:
              ------------------------------------------------------------------

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


Reason for requesting file (or portion thereof):

         ______    1.   Mortgage Loan paid in full. The undersigned hereby
                        certifies that all amounts received in connection with
                        the Mortgage Loan that are required to be credited to
                        the Custodial Accounts pursuant to the Pooling and
                        Servicing Agreement, have been or will be so credited.

         ______    2.   Other.  (Describe)
                                          --------------------------------------

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

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

         The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten (10) days of our receipt thereof,



                                     D-1-1


unless the Mortgage Loan has been paid in full, in which case the Mortgage File
(or such portion thereof) will be retained by us permanently.

         Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.


                                      WACHOVIA BANK, NATIONAL ASSOCIATION


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:






                                     D-1-2


                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention: Global Securitization Trust Services Group--
           LB-UBS Commercial Mortgage Trust 2004-C8

           Re: LB-UBS Commercial Mortgage Trust 2004-C8,
               Commercial Mortgage Pass-Through Certificates, Series 2004-C8


         In connection with the administration of the Mortgage Files held by or
on behalf of you as Trustee, under that certain Pooling and Servicing Agreement
dated as of November 12, 2004 (the "Pooling and Servicing Agreement"), by and
between Structured Asset Securities Corporation II, as depositor, Wachovia Bank,
National Association, as master servicer (the "Master Servicer"), Lennar
Partners, Inc., as special servicer (the "Special Servicer"), LaSalle Bank
National Association, as trustee (the "Trustee), and ABN AMRO Bank N.V., as
fiscal agent, the undersigned hereby requests a release of the Mortgage File (or
the portion thereof specified below) held by or on behalf of you as Trustee,
with respect to the following described Mortgage Loan for the reason indicated
below.

         Property Name:
                       ---------------------------------------------------------

         Address:
                 ---------------------------------------------------------------

         Control No.:
                     -----------------------------------------------------------

         If only particular documents in the Mortgage File are requested, please
specify which:
              ------------------------------------------------------------------

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

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

Reason for requesting file (or portion thereof):

         ______    1.   Mortgage Loan paid in full. The undersigned hereby
                        certifies that all amounts received in connection with
                        the Mortgage Loan that are required to be credited to
                        the Custodial Accounts pursuant to the Pooling and
                        Servicing Agreement, have been or will be so credited.

         ______    2.   Other. (Describe)
                                         ---------------------------------------

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

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

                                     D-2-1


         The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten (10) days of our receipt thereof (or within such longer
period as we have indicated as part of our reason for the request), unless the
Mortgage Loan has been paid in full or otherwise liquidated, in which case the
Mortgage File (or such portion thereof) will be retained by us permanently.

                  Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


                                      LENNAR PARTNERS, INC.


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:





                                     D-2-2



                                    EXHIBIT E

                     FORM OF LOAN PAYOFF NOTIFICATION REPORT




                                                  LOAN PAYMENT NOTIFICATION REPORT
                                                     AS OF _____________________

------------------------------------------------------------------------------------------------
      S4            S55          S61      S58       P7        P8        P10           P11
------------------------------------------------------------------------------------------------
                                                 SCHEDULED
                 SHORT NAME                      MORTGAGE    PAID     CURRENT
                   (WHEN      PROPERTY             LOAN      THRU     INTEREST     MATURITY
PROSPECTUS ID   APPROPRIATE)    TYPE     STATE    BALANCE    DATE       RATE         DATE
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------
SCHEDULED PAYMENTS
------------------------------------------------------------------------------------------------

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

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

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

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

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

------------------------------------------------------------------------------------------------
UNSCHEDULED PAYMENT
------------------------------------------------------------------------------------------------

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

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

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

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

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

------------------------------------------------------------------------------------------------
TOTAL:                                          $
------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

------------------------------------------------------------------------------------------------
      S4                         P93           P97           SERVICER ESTIMATED INFORMATION
------------------------------------------------------------------------------------------------
                              PRECEDING
                              FISCAL YR.                                EXPECTED     EXPECTED
                                 DSCR      MOST RECENT      YIELD       PAYMENT    DISTRIBUTION
PROSPECTUS ID                    NCR         DSCR NCF    MAINTENANCE      DATE         DATE
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------
SCHEDULED PAYMENTS
------------------------------------------------------------------------------------------------

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

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

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

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

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

------------------------------------------------------------------------------------------------
UNSCHEDULED PAYMENT
------------------------------------------------------------------------------------------------

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

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

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

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

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

------------------------------------------------------------------------------------------------
TOTAL:
------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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


THE BORROWER HAS ONLY REQUESTED THE INFORMATION TO PAY-OFF. THIS DOES NOT
INDICATE A DEFINITE PAYMENT.



                                       E-1




                                   EXHIBIT F-1

                         FORM OF TRANSFEROR CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES


                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention: Global Securitization Trust Services Group--
           LB-UBS Commercial Mortgage Trust 2004-C8


         Re: LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage
             Pass-Through Certificates, Series 2004-C8, Class _____, [having an
             initial aggregate [Certificate Principal Balance] [Certificate
             Notional Amount] as of December 2, 2004 of $__________]
             [representing a ____% Percentage Interest in the subject Class]

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of November 12, 2004, between Structured
Asset Securities Corporation II, as Depositor, Wachovia Bank, National
Association, as Master Servicer, Lennar Partners, Inc., as Special Servicer,
LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal
Agent. All capitalized terms used herein and not otherwise herein defined shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor, that:

         1. The Transferor is the lawful owner of the Transferred Certificates
   with the full right to transfer such Certificates free from any and all
   claims and encumbrances whatsoever.

         2. Neither the Transferor nor anyone acting on its behalf has (a)
   offered, transferred, pledged, sold or otherwise disposed of any Transferred
   Certificate, any interest in a Transferred Certificate or any other similar
   security to any person in any manner, (b) solicited any offer to buy or
   accept a transfer, pledge or other disposition of any Transferred
   Certificate, any interest in a Transferred Certificate or any other similar
   security from any person in any manner, (c) otherwise approached or
   negotiated with respect to any Transferred Certificate, any interest in a
   Transferred Certificate or any other similar security with any person in any
   manner, (d) made any general solicitation with respect to any Transferred
   Certificate, any interest in a Transferred Certificate or any other similar
   security by means of general advertising or in any other manner, or (e) taken
   any other action with respect to any Transferred Certificate, any interest in
   a Transferred Certificate or any other similar security, which (in the case
   of any of the acts described in clauses (a) through (e) hereof) would
   constitute a distribution of the Transferred Certificates under the
   Securities Act of

                                     F-1-1


   1933, as amended (the "Securities Act"), would render the disposition of the
   Transferred Certificates a violation of Section 5 of the Securities Act or
   any state securities laws, or would require registration or qualification of
   the Transferred Certificates pursuant to the Securities Act or any state
   securities laws.

                                      Very truly yours,


                                      ------------------------------------------
                                      Print Name of Transferor


                                      By:
                                         ---------------------------------------
                                      Name:
                                      Title:


                                      F-1-2

                                  EXHIBIT F-2A

                        FORM I OF TRANSFEREE CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES


                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention: Global Securitization Trust Services Group--
           LB-UBS Commercial Mortgage Trust 2004-C8

           Re: LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage
               Pass-Through Certificates, Series 2004-C8, Class ___, [having an
               initial aggregate [Certificate Principal Balance] [Certificate
               Notional Amount] as of December 2, 2004 of $__________]
               [representing a ____% Percentage Interest in the subject Class]

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
____________________________ (the "Transferor") to ______________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of November 12, 2004, between Structured
Asset Securities Corporation II, as Depositor, Wachovia Bank, National
Association, as Master Servicer, Lennar Partners, Inc., as Special Servicer,
LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal
Agent. All capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor, that:

         1. The Transferee is a "qualified institutional buyer" (a "Qualified
   Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
   under the Securities Act of 1933, as amended (the "Securities Act"), and has
   completed one of the forms of certification to that effect attached hereto as
   Annex 1 and Annex 2. The Transferee is aware that the sale to it is being
   made in reliance on Rule 144A. The Transferee is acquiring the Transferred
   Certificates for its own account or for the account of another Qualified
   Institutional Buyer, and understands that such Transferred Certificates may
   be resold, pledged or transferred only (a) to a person reasonably believed to
   be a Qualified Institutional Buyer that purchases for its own account or for
   the account of another Qualified Institutional Buyer and to whom notice is
   given that the resale, pledge or transfer is being made in reliance on Rule
   144A, or (b) pursuant to another exemption from registration under the
   Securities Act.

         2. The Transferee has been furnished with all information regarding (a)
   the Depositor, (b) the Transferred Certificates and distributions thereon,
   (c) the nature, performance and servicing

                                     F-2A-1


   of the Trust Mortgage Loans, (d) the Pooling and Servicing Agreement and the
   Trust Fund created pursuant thereto, and (e) all related matters, that it has
   requested.

         3. If the Transferee proposes that the Transferred Certificates be
   registered in the name of a nominee, such nominee has completed the Nominee
   Acknowledgement below.


                                      Very truly yours,


                                      Print Name of Transferee


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                             Nominee Acknowledgement


         The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.



                                      Print Name of Nominee


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:




                                     F-2A-2



                                                         ANNEX 1 TO EXHIBIT F-2A


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]



         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
   a person fulfilling an equivalent function, or other executive officer of the
   entity purchasing the Transferred Certificates (the "Transferee").

         2. The Transferee is a "qualified institutional buyer" as that term is
   defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
   amended, because (i) [the Transferee] [each of the Transferee's equity
   owners] owned and/or invested on a discretionary basis
   $______________________(1) in securities (other than the excluded securities
   referred to below) as of the end of such entity's most recent fiscal year
   (such amount being calculated in accordance with Rule 144A) and (ii) the
   Transferee satisfies the criteria in the category marked below.

   _____     Corporation, etc. The Transferee is a corporation (other than a
             bank, savings and loan association or similar institution),
             Massachusetts or similar business trust, partnership, or any
             organization described in Section 501(c)(3) of the Internal Revenue
             Code of 1986, as amended.

   _____     Bank. The Transferee (a) is a national bank or a banking
             institution organized under the laws of any state, U.S. territory
             or the District of Columbia, the business of which is substantially
             confined to banking and is supervised by the state or territorial
             banking commission or similar official or is a foreign bank or
             equivalent institution, and (b) has an audited net worth of at
             least $25,000,000 as demonstrated in its latest annual financial
             statements, a copy of which is attached hereto, as of a date not
             more than 16 months preceding the date of sale of the Transferred
             Certificates in the case of a U.S. bank, and not more than 18
             months preceding such date of sale in the case of a foreign bank or
             equivalent institution.

   _____     Savings and Loan. The Transferee (a) is a savings and loan
             association, building and loan association, cooperative bank,
             homestead association or similar institution, which is supervised
             and examined by a state or federal authority having supervision
             over any such institutions, or is a foreign savings and loan
             association




-------------------------
(1)      Transferee or each of its equity owners must own and/or invest on a
         discretionary basis at least $100,000,000 in securities unless
         Transferee or any such equity owner, as the case may be, is a dealer,
         and, in that case, Transferee or such equity owner, as the case may be,
         must own and/or invest on a discretionary basis at least $10,000,000 in
         securities.

                                     F-2A-3



             or equivalent institution and (b) has an audited net worth of at
             least $25,000,000 as demonstrated in its latest annual financial
             statements, a copy of which is attached hereto, as of a date not
             more than 16 months preceding the date of sale of the Transferred
             Certificates in the case of a U.S. savings and loan association,
             and not more than 18 months preceding such date of sale in the case
             of a foreign savings and loan association or equivalent
             institution.

   _____     Broker-dealer. The Transferee is a dealer registered pursuant to
             Section 15 of the Securities Exchange Act of 1934, as amended.

   _____     Insurance Company. The Transferee is an insurance company whose
             primary and predominant business activity is the writing of
             insurance or the reinsuring of risks underwritten by insurance
             companies and which is subject to supervision by the insurance
             commissioner or a similar official or agency of a state, U.S.
             territory or the District of Columbia.

   _____     State or Local Plan. The Transferee is a plan established and
             maintained by a state, its political subdivisions, or any agency or
             instrumentality of the state or its political subdivisions, for the
             benefit of its employees.

   _____     ERISA Plan. The Transferee is an employee benefit plan within the
             meaning of Title I of the Employee Retirement Income Security Act
             of 1974.

   _____     Investment Advisor. The Transferee is an investment advisor
             registered under the Investment Advisers Act of 1940.

   _____     QIB Subsidiary. All the Transferee's equity owners are "qualified
             institutional buyers" within the meaning of Rule 144A.

   _____     Other. (Please supply a brief description of the entity and a
             cross-reference to the paragraph and subparagraph under subsection
             (a)(1) of Rule 144A pursuant to which it qualifies. Note that
             registered investment companies should complete Annex 2 rather than
             this Annex 1)______________________________________________________

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

             ------------------------------------------------------------------.

         3. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee did not
include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee used the
cost of such securities to such Person, unless such Person reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining

                                     F-2A-4


such aggregate amount, the Transferee may have included securities owned by
subsidiaries of such Person, but only if such subsidiaries are consolidated with
such Person in its financial statements prepared in accordance with generally
accepted accounting principles and if the investments of such subsidiaries are
managed under such Person's direction. However, such securities were not
included if such Person is a majority-owned, consolidated subsidiary of another
enterprise and such Person is not itself a reporting company under the
Securities Exchange Act of 1934, as amended.

         5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.

         ___      ___     Will the Transferee be purchasing the Transferred
         Yes      No       Certificates only for the Transferee's own account?

         6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

         7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.

         8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.


                            ----------------------------------------------------
                            Print Name of Transferee


                            By:
                                ------------------------------------------------
                                Name:
                                Title:
                                Date:


                                     F-2A-5



                                                         ANNEX 2 TO EXHIBIT F-2A


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]



                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and [name of Certificate Registrar], as
Certificate Registrar, with respect to the mortgage pass-through certificates
(the "Transferred Certificates") described in the Transferee Certificate to
which this certification relates and to which this certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
   a person fulfilling an equivalent function, or other executive officer of the
   entity purchasing the Transferred Certificates (the "Transferee") or, if the
   Transferee is a "qualified institutional buyer" as that term is defined in
   Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended, because
   the Transferee is part of a Family of Investment Companies (as defined
   below), is an executive officer of the investment adviser (the "Adviser").

         2. The Transferee is a "qualified institutional buyer" as defined in
   Rule 144A because (i) the Transferee is an investment company registered
   under the Investment Company Act of 1940, and (ii) as marked below, the
   Transferee alone owned and/or invested on a discretionary basis, or the
   Transferee's Family of Investment Companies owned, at least $100,000,000 in
   securities (other than the excluded securities referred to below) as of the
   end of the Transferee's most recent fiscal year. For purposes of determining
   the amount of securities owned by the Transferee or the Transferee's Family
   of Investment Companies, the cost of such securities was used, unless the
   Transferee or any member of the Transferee's Family of Investment Companies,
   as the case may be, reports its securities holdings in its financial
   statements on the basis of their market value, and no current information
   with respect to the cost of those securities has been published, in which
   case the securities of such entity were valued at market.

   ______    The Transferee owned and/or invested on a discretionary basis
             $___________________ in securities (other than the excluded
             securities referred to below) as of the end of the Transferee's
             most recent fiscal year (such amount being calculated in accordance
             with Rule 144A).

   ______    The Transferee is part of a Family of Investment Companies which
             owned in the aggregate $______________ in securities (other than
             the excluded securities referred to below) as of the end of the
             Transferee's most recent fiscal year (such amount being calculated
             in accordance with Rule 144A).

         3. The term "Family of Investment Companies" as used herein means two
   or more registered investment companies (or series thereof) that have the
   same investment adviser or investment advisers that are affiliated (by virtue
   of being majority owned subsidiaries of the same parent or because one
   investment adviser is a majority owned subsidiary of the other).

         4. The term "securities" as used herein does not include (i) securities
   of issuers that are affiliated with the Transferee or are part of the
   Transferee's Family of Investment Companies,

                                     F-2A-6


   (ii) bank deposit notes and certificates of deposit, (iii) loan
   participations, (iv) repurchase agreements, (v) securities owned but subject
   to a repurchase agreement and (vi) currency, interest rate and commodity
   swaps. For purposes of determining the aggregate amount of securities owned
   and/or invested on a discretionary basis by the Transferee, or owned by the
   Transferee's Family of Investment Companies, the securities referred to in
   this paragraph were excluded.

         5. The Transferee is familiar with Rule 144A and understands that the
   Transferor and other parties related to the Transferred Certificates are
   relying and will continue to rely on the statements made herein because one
   or more sales to the Transferee will be in reliance on Rule 144A.

         _____    _____   Will the Transferee be purchasing the Transferred
         Yes      No      Certificates only for the Transferee's own account?

         6. If the answer to the foregoing question is "no", then in each case
   where the Transferee is purchasing for an account other than its own, such
   account belongs to a third party that is itself a "qualified institutional
   buyer" within the meaning of Rule 144A, and the "qualified institutional
   buyer" status of such third party has been established by the Transferee
   through one or more of the appropriate methods contemplated by Rule 144A.

         7. The undersigned will notify the parties to which this certification
   is made of any changes in the information and conclusions herein. Until such
   notice, the Transferee's purchase of the Transferred Certificates will
   constitute a reaffirmation of this certification by the undersigned as of the
   date of such purchase.

                                     F-2A-7


         8. Capitalized terms used but not defined herein have the respective
   meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
   which the Transferred Certificates were issued.



                             Print Name of Transferee or Adviser

                             By:
                                ------------------------------------------------
                                Name:
                                Title:
                                Date:



                             IF ABOVE IS AN ADVISER:


                             Print Name of Transferee


                             Date:
                                  ----------------------------------------------




                                     F-2A-8


                                  EXHIBIT F-2B

                        FORM II OF TRANSFEREE CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES


                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention: Global Securitization Trust Services Group--
           LB-UBS Commercial Mortgage Trust 2004-C8

           Re: LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage
               Pass-Through Certificates, Series 2004-C8, Class _____,[having an
               initial aggregate [Certificate Principal Balance] [Certificate
               Notional Amount] as of December 2, 2004 of $__________]
               [representing a ____% Percentage Interest in the subject Class]

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of November 12, 2004, between Structured
Asset Securities Corporation II, as Depositor, Wachovia Bank, National
Association, as Master Servicer, Lennar Partners, Inc., as Special Servicer,
LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal
Agent. All capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor, that:

         1. The Transferee is acquiring the Transferred Certificates for its own
   account for investment and not with a view to or for sale or transfer in
   connection with any distribution thereof, in whole or in part, in any manner
   which would violate the Securities Act of 1933, as amended (the "Securities
   Act"), or any applicable state securities laws.

         2. The Transferee understands that (a) the Transferred Certificates
   have not been and will not be registered under the Securities Act or
   registered or qualified under any applicable state securities laws, (b) none
   of the Depositor, the Trustee or the Certificate Registrar is obligated so to
   register or qualify the Class of Certificates to which the Transferred
   Certificates belong, and (c) neither a Transferred Certificate nor any
   security issued in exchange therefor or in lieu thereof may be resold or
   transferred unless it is (i) registered pursuant to the Securities Act and
   registered or qualified pursuant to any applicable state securities laws or
   (ii) sold or transferred in transactions which are exempt from such
   registration and qualification and the Certificate Registrar has received:
   (A) a certification from the Certificateholder desiring to effect such
   transfer substantially in the form attached as Exhibit F-1 to the Pooling and
   Servicing

                                     F-2B-1



   Agreement and a certification from such Certificateholder's prospective
   transferee substantially in the form attached either as Exhibit F-2A to the
   Pooling and Servicing Agreement or as Exhibit F-2B to the Pooling and
   Servicing Agreement; or (B) an opinion of counsel satisfactory to the Trustee
   with respect to, among other things, the availability of such exemption from
   registration under the Securities Act, together with copies of the written
   certification(s) from the transferor and/or transferee setting forth the
   facts surrounding the transfer upon which such opinion is based.

         3. The Transferee understands that it may not sell or otherwise
   transfer any Transferred Certificate or interest therein, except in
   compliance with the provisions of Section 5.02 of the Pooling and Servicing
   Agreement, which provisions it has carefully reviewed, and that each
   Transferred Certificate will bear the following legends:

         THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
         SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
         DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
         REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH
         DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
         ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.

         NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
         (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
         THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
         AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
         1986, AS AMENDED (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR
         INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON
         BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY
         SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT,
         EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
         AND SERVICING AGREEMENT REFERRED TO HEREIN.

         4. Neither the Transferee nor anyone acting on its behalf has (a)
   offered, pledged, sold, disposed of or otherwise transferred any Transferred
   Certificate, any interest in any Transferred Certificate or any other similar
   security to any person in any manner, (b) solicited any offer to buy or
   accept a pledge, disposition or other transfer of any Transferred
   Certificate, any interest in any Transferred Certificate or any other similar
   security from any person in any manner, (c) otherwise approached or
   negotiated with respect to any Transferred Certificate, any interest in any
   Transferred Certificate or any other similar security with any person in any
   manner, (d) made any general solicitation with respect to any Transferred
   Certificate, any

                                     F-2B-2


   interest in any Transferred Certificate or any other similar security by
   means of general advertising or in any other manner, or (e) taken any other
   action with respect to any Transferred Certificate, any interest in any
   Transferred Certificate or any other similar security, which (in the case of
   any of the acts described in clauses (a) through (e) above) would constitute
   a distribution of the Transferred Certificates under the Securities Act,
   would render the disposition of the Transferred Certificates a violation of
   Section 5 of the Securities Act or any state securities law or would require
   registration or qualification of the Transferred Certificates pursuant
   thereto. The Transferee will not act, nor has it authorized or will it
   authorize any person to act, in any manner set forth in the foregoing
   sentence with respect to any Transferred Certificate, any interest in any
   Transferred Certificate or any other similar security.

         5. The Transferee has been furnished with all information regarding (a)
   the Depositor, (b) the Transferred Certificates and distributions thereon,
   (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant
   thereto, (d) the nature, performance and servicing of the Mortgage Loans, and
   (e) all related matters, that it has requested.

         6. The Transferee is an "accredited investor" as defined in any of
   paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or
   an entity in which all of the equity owners come within such paragraphs. The
   Transferee has such knowledge and experience in financial and business
   matters as to be capable of evaluating the merits and risks of an investment
   in the Transferred Certificates; the Transferee has sought such accounting,
   legal and tax advice as it has considered necessary to make an informed
   investment decision; and the Transferee is able to bear the economic risks of
   such investment and can afford a complete loss of such investment.

                                     F-2B-3


         7. If the Transferee proposes that the Transferred Certificates be
   registered in the name of a nominee, such nominee has completed the Nominee
   Acknowledgement below.


                                      Very truly yours,


                                      Print Name of Transferee


                                      By:
                                         --------------------------------------
                                         Name:
                                         Title:


                             Nominee Acknowledgement


         The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.



                                      Print Name of Nominee


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:




                                     F-2B-4




                                  EXHIBIT F-2C

                         FORM OF TRANSFEREE CERTIFICATE
           FOR TRANSFERS OF INTERESTS IN RULE 144A GLOBAL CERTIFICATES


                                     [Date]


[TRANSFEROR]

          Re: LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage
              Pass-Through Certificates, Series 2004-C8, Class _____, having an
              initial aggregate [Certificate Principal Balance] [Certificate
              Notional Amount] as of December 2, 2004 of $__________

Ladies and Gentlemen:

         This letter is delivered to you in connection with the Transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of October 12, 004, between Structured Asset Securities
Corporation II, as Depositor, Wachovia Bank, National Association, as Master
Servicer, Lennar Partners, Inc., as Special Servicer, LaSalle Bank National
Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to and agrees with you, and
for the benefit of the Depositor, that:

         1. The Transferee is a "qualified institutional buyer" (a "Qualified
   Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
   under the Securities Act of 1933, as amended (the "Securities Act"), and has
   completed one of the forms of certification to that effect attached hereto as
   Annex 1 and Annex 2. The Transferee is aware that the Transfer to it of the
   Transferor's interest in the Transferred Certificates is being made in
   reliance on Rule 144A. The Transferee is acquiring such interest in the
   Transferred Certificates for its own account or for the account of another
   Qualified Institutional Buyer.

         2. The Transferee understands that (a) the Transferred Certificates
   have not been and will not be registered under the Securities Act or
   registered or qualified under any applicable state securities laws, (b) none
   of the Depositor, the Trustee or the Certificate Registrar is obligated so to
   register or qualify the Transferred Certificates and (c) no interest in the
   Transferred Certificates may be resold or transferred unless (i) such
   Certificates are registered pursuant to the Securities Act and registered or
   qualified pursuant any applicable state securities laws, or (ii) such
   interest is sold or transferred in a transaction which is exempt from such
   registration and qualification and the Transferor desiring to effect such
   transfer has received (A) a certificate from such Certificate Owner's
   prospective transferee substantially in the form

                                     F-2C-1


   attached as Exhibit F-2C to the Pooling and Servicing Agreement or (B) an
   opinion of counsel to the effect that, among other things, such prospective
   transferee is a Qualified Institutional Buyer and such transfer may be made
   without registration under the Securities Act.

         3. The Transferee understands that it may not sell or otherwise
   transfer the Transferred Certificates or any interest therein except in
   compliance with the provisions of Section 5.02 of the Pooling and Servicing
   Agreement, which provisions it has carefully reviewed, and that the
   Transferred Certificates will bear the following legends:

         THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
         SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
         DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
         REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH
         DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
         ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.

         NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
         (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
         THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
         AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
         1986, AS AMENDED (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR
         INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON
         BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY
         SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT,
         EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
         AND SERVICING AGREEMENT REFERRED TO HEREIN.

                                     F-2C-2


         4. The Transferee understands that, if the Transferred Certificate is a
   Class T Certificate, it may not sell or otherwise transfer such Transferred
   Certificate or any interest therein unless it has provided prior written
   notice of such transfer (together with a copy of the Transferee Certificate
   in the form hereof executed by the proposed transferee of such Transferred
   Certificate) to Structured Asset Securities Corporation II, 745 Seventh
   Avenue, New York, New York 10019, Attention: Scott Lechner--LB-UBS Commercial
   Mortgage Trust 2004-C8, facsimile number: (646) 758-4203.

         5. The Transferee has been furnished with all information regarding (a)
   the Depositor, (b) the Transferred Certificates and distributions thereon,
   (c) the nature, performance and servicing of the Mortgage Loans, (d) the
   Pooling and Servicing Agreement and the Trust Fund created pursuant thereto,
   (e) any credit enhancement mechanism associated with the Transferred
   Certificates, and (f) all related matters, that it has requested.


                                      Very truly yours,

                                      ------------------------------------------
                                      Print Name of Transferee


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:





                                     F-2C-3



                                                         ANNEX 1 TO EXHIBIT F-2C


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]


                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and for the benefit of Structured Asset
Securities Corporation II with respect to the mortgage pass-through certificates
being transferred in book-entry form (the "Transferred Certificates") as
described in the Transferee Certificate to which this certification relates and
to which this certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
   a person fulfilling an equivalent function, or other executive officer of the
   entity acquiring interests in the Transferred Certificates (the
   "Transferee").

         2. The Transferee is a "qualified institutional buyer" as that term is
   defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
   144A"), because (i) [the Transferee] [each of the Transferee's equity owners]
   owned and/or invested on a discretionary basis $____________(1) in securities
   (other than the excluded securities referred to below) as of the end of such
   entity's most recent fiscal year (such amount being calculated in accordance
   with Rule 144A) and (ii) the Transferee satisfies the criteria in the
   category marked below.

   _____     Corporation, etc. The Transferee is a corporation (other than a
             bank, savings and loan association or similar institution),
             Massachusetts or similar business trust, partnership, or any
             organization described in Section 501(c)(3) of the Internal Revenue
             Code of 1986, as amended.

   _____     Bank. The Transferee (a) is a national bank or a banking
             institution organized under the laws of any state, U.S. territory
             or the District of Columbia, the business of which is substantially
             confined to banking and is supervised by the state or territorial
             banking commission or similar official or is a foreign bank or
             equivalent institution, and (b) has an audited net worth of at
             least $25,000,000 as demonstrated in its latest annual financial
             statements, a copy of which is attached hereto, as of a date not
             more than 16 months preceding the date of sale of the Transferred
             Certificates in the case of a U.S. bank, and not more than 18
             months preceding such date of sale in the case of a foreign bank or
             equivalent institution.

   _____     Savings and Loan. The Transferee (a) is a savings and loan
             association, building and loan association, cooperative bank,
             homestead association or similar institution, which is supervised
             and examined by a state or federal authority having supervision
             over any such institutions or is a foreign savings and loan
             association or equivalent institution and (b) has an audited net
             worth of at least


----------------------------
(1)      Transferee or each of its equity owners must own and/or invest on a
         discretionary basis at least $100,000,000 in securities unless
         Transferee or any such equity owner, as the case may be, is a dealer,
         and, in that case, Transferee or such equity owner, as the case may be,
         must own and/or invest on a discretionary basis at least $10,000,000 in
         securities.

                                     F-2C-4


             $25,000,000 as demonstrated in its latest annual financial
             statements, a copy of which is attached hereto, as of a date not
             more than 16 months preceding the date of sale of the Transferred
             Certificates in the case of a U.S. savings and loan association,
             and not more than 18 months preceding such date of sale in the case
             of a foreign savings and loan association or equivalent
             institution.

   ___       Broker-dealer. The Transferee is a dealer registered pursuant to
             Section 15 of the Securities Exchange Act of 1934, as amended.

   ___       Insurance Company. The Transferee is an insurance company whose
             primary and predominant business activity is the writing of
             insurance or the reinsuring of risks underwritten by insurance
             companies and which is subject to supervision by the insurance
             commissioner or a similar official or agency of a state, U.S.
             territory or the District of Columbia.

   ___       State or Local Plan. The Transferee is a plan established and
             maintained by a state, its political subdivisions, or any agency or
             instrumentality of the state or its political subdivisions, for the
             benefit of its employees.

   ___       ERISA Plan. The Transferee is an employee benefit plan within the
             meaning of Title I of the Employee Retirement Income Security Act
             of 1974.

   ___       Investment Advisor. The Transferee is an investment advisor
             registered under the Investment Advisers Act of 1940, as amended.

   ___       QIB Subsidiary. All of the Transferee's equity owners are
             "qualified institutional buyers" within the meaning of Rule 144A.

   ___       Other. (Please supply a brief description of the entity and a
             cross-reference to the paragraph and subparagraph under subsection
             (a)(1) of Rule 144A pursuant to which it qualifies. Note that
             registered investment companies should complete Annex 2 rather than
             this Annex 1.)

         3. For purposes of determining the aggregate amount of securities owned
   and/or invested on a discretionary basis by any Person, the Transferee did
   not include (i) securities of issuers that are affiliated with such Person,
   (ii) securities that are part of an unsold allotment to or subscription by
   such Person, if such Person is a dealer, (iii) bank deposit notes and
   certificates of deposit, (iv) loan participations, (v) repurchase agreements,
   (vi) securities owned but subject to a repurchase agreement and (vii)
   currency, interest rate and commodity swaps.

         4. For purposes of determining the aggregate amount of securities owned
   and/or invested on a discretionary basis by any Person, the Transferee used
   the cost of such securities to such Person, unless such Person reports its
   securities holdings in its financial statements on the basis of their market
   value, and no current information with respect to the cost of those
   securities has been published, in which case the securities were valued at
   market. Further, in determining such aggregate amount, the Transferee may
   have included securities owned by subsidiaries of such Person, but only if
   such subsidiaries are consolidated with such Person in its financial
   statements prepared in accordance with generally accepted accounting
   principles and if the

                                     F-2C-5


   investments of such subsidiaries are managed under such Person's direction.
   However, such securities were not included if such Person is a
   majority-owned, consolidated subsidiary of another enterprise and such Person
   is not itself a reporting company under the Securities Exchange Act of 1934,
   as amended.

         5. The Transferee acknowledges that it is familiar with Rule 144A and
   understands that the Transferor and other parties related to the Transferred
   Certificates are relying and will continue to rely on the statements made
   herein because one or more Transfers to the Transferee may be in reliance on
   Rule 144A.

         _____    _____    Will the Transferee be acquiring interests in the
         Yes      No       Transferred Certificates only for the Transferee's
                           own account?

         6. If the answer to the foregoing question is "no," then in each case
   where the Transferee is acquiring any interest in the Transferred
   Certificates for an account other than its own, such account belongs to a
   third party that is itself a "qualified institutional buyer" within the
   meaning of Rule 144A, and the "qualified institutional buyer" status of such
   third party has been established by the Transferee through one or more of the
   appropriate methods contemplated by Rule 144A.

         7. The Transferee will notify each of the parties to which this
   certification is made of any changes in the information and conclusions
   herein. Until such notice is given, the Transferee's acquisition of any
   interest in of the Transferred Certificates will constitute a reaffirmation
   of this certification as of the date of such acquisition. In addition, if the
   Transferee is a bank or savings and loan as provided above, the Transferee
   agrees that it will furnish to such parties any updated annual financial
   statements that become available on or before the date of such acquisition,
   promptly after they become available.

         8. Capitalized terms used but not defined herein have the meanings
   ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
   Transferred Certificates were issued.


                                   ---------------------------------------------
                                   Print Name of Transferee


                                   By:
                                      ------------------------------------------
                                      Name:
                                      Title:
                                      Date:





                                     F-2C-6


                                                         ANNEX 2 TO EXHIBIT F-2C


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]


                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and for the benefit of Structured Asset
Securities Corporation II with respect to the mortgage pass-through certificates
being transferred in book-entry form (the "Transferred Certificates") as
described in the Transferee certificate to which this certification relates and
to which this certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
   a person fulfilling an equivalent function, or other executive officer of the
   entity acquired interests the Transferred Certificates (the "Transferee") or,
   if the Transferee is a "qualified institutional buyer" as that term is
   defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
   144A"), because the Transferee is part of a Family of Investment Companies
   (as defined below), is an executive officer of the investment adviser (the
   "Adviser").

         2. The Transferee is a "qualified institutional buyer" as defined in
   Rule 144A because (i) the Transferee is an investment company registered
   under the Investment Company Act of 1940, as amended, and (ii) as marked
   below, the Transferee alone owned and/or invested on a discretionary basis,
   or the Transferee's Family of Investment Companies owned, at least
   [$100,000,000] in securities (other than the excluded securities referred to
   below) as of the end of the Transferee's most recent fiscal year. For
   purposes of determining the amount of securities owned by the Transferee or
   the Transferee's Family of Investment Companies, the cost of such securities
   was used, unless the Transferee or any member of the Transferee's Family of
   Investment Companies, as the case may be, reports its securities holdings in
   its financial statements on the basis of their market value, and no current
   information with respect to the cost of those securities has been published,
   in which case the securities of such entity were valued at market.

         ____   The Transferee owned and/or invested on a discretionary basis
                $___________________ in securities (other than the excluded
                securities referred to below) as of the end of the Transferee's
                most recent fiscal year (such amount being calculated in
                accordance with Rule 144A).

         ____   The Transferee is part of a Family of Investment Companies which
                owned in the aggregate $______________ in securities (other than
                the excluded securities referred to below) as of the end of the
                Transferee's most recent fiscal year (such amount being
                calculated in accordance with Rule 144A).

         3. The term "Family of Investment Companies" as used herein means two
   or more registered investment companies (or series thereof) that have the
   same investment adviser or investment advisers that are affiliated (by virtue
   of being majority owned subsidiaries of the same parent or because one
   investment adviser is a majority owned subsidiary of the other).

                                     F-2C-7


         4. The term "securities" as used herein does not include (i) securities
   of issuers that are affiliated with the Transferee or are part of the
   Transferee's Family of Investment Companies, (ii) bank deposit notes and
   certificates of deposit, (iii) loan participations, (iv) repurchase
   agreements, (v) securities owned but subject to a repurchase agreement and
   (vi) currency, interest rate and commodity swaps. For purposes of determining
   the aggregate amount of securities owned and/or invested on a discretionary
   basis by the Transferee, or owned by the Transferee's Family of Investment
   Companies, the securities referred to in this paragraph were excluded.

         5. The Transferee is familiar with Rule 144A and understands that the
   Transferor and other parties related to the Transferred Certificates are
   relying and will continue to rely on the statements made herein because one
   or more Transfers to the Transferee will be in reliance on Rule 144A.

         _____    _____    Will the Transferee be acquiring interests in the
         Yes      No       Transferred Certificates only for the Transferee's
                           own account?

         6. If the answer to the foregoing question is "no," then in each case
   where the Transferee is acquiring any interest in the Transferred
   Certificates for an account other than its own, such account belongs to a
   third party that is itself a "qualified institutional buyer" within the
   meaning of Rule 144A, and the "qualified institutional buyer" status of such
   third party has been established by the Transferee through one or more of the
   appropriate methods contemplated by Rule 144A.

         7. The undersigned will notify the parties to which this certification
   is made of any changes in the information and conclusions herein. Until such
   notice, the Transferee's acquisition of any interest in the Transferred
   Certificates will constitute a reaffirmation of this certification by the
   undersigned as of the date of such acquisition.

                                     F-2C-8


         8. Capitalized terms used but not defined herein have the meanings
   ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
   Transferred Certificates were issued.


                                      ------------------------------------------
                                      Print Name of Transferee or Adviser


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:
                                         Date:



                                      IF ABOVE IS AN ADVISER:

                                      Print Name of Transferee


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

                                      Date:






                                     F-2C-9


                                  EXHIBIT F-2D

                         FORM OF TRANSFEREE CERTIFICATE
         FOR TRANSFERS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES


                                     [Date]


[TRANSFEROR]

         Re: LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage
             Pass-Through Certificates, Series 2004-C8, Class _____, having an
             initial aggregate [Certificate Principal Balance] [Certificate
             Notional Amount] as of December 2, 2004 of $__________

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of November 12, 2004, between Structured Asset Securities
Corporation II, as Depositor, Wachovia Bank, National Association, as Master
Servicer, Lennar Partners, Inc., as Special Servicer, LaSalle Bank National
Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to and agrees with you, and
for the benefit of the Depositor, that the Transferee is not a United States
Securities Person.

         For purposes of this certification, "United States Securities Person"
means (i) any natural person resident in the United States, (ii) any partnership
or corporation organized or incorporated under the laws of the United States,
(iii) any estate of which any executor or administrator is a United States
Securities Person, other than any estate of which any professional fiduciary
acting as executor or administrator is a United States Securities Person if an
executor or administrator of the estate who is not a United States Securities
Person has sole or shared investment discretion with respect to the assets of
the estate and the estate is governed by foreign law, (iv) any trust of which
any trustee is a United States Securities Person, other than a trust of which
any professional fiduciary acting as trustee is a United States Securities
Person if a trustee who is not a United States Securities Person has sole or
shared investment discretion with respect to the trust assets and no beneficiary
of the trust (and no settlor if the trust is revocable) is a United States
Securities Person, (v) any agency or branch of a foreign entity located in the
United States, unless the agency or branch operates for valid business reasons
and is engaged in the business of insurance or banking and is subject to
substantive insurance or banking regulation, respectively, in the jurisdiction
where located, (vi) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary for the benefit or
account of a United States Securities Person, (vii) any discretionary account or
similar account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an individual) resident in the

                                     F-2D-1


United States, other than one held for the benefit or account of a non-United
States Securities Person by a dealer or other professional fiduciary organized,
incorporated or (if any individual) resident in the United States, or (viii) any
partnership or corporation if (a) organized or incorporated under the laws of
any foreign jurisdiction and (b) formed by a United States Securities Person
principally for the purpose of investing in securities not registered under the
Securities Act, unless it is organized or incorporated, and owned, by
"accredited investors" (as defined in Rule 501(a)) under the United States
Securities Act of 1933, as amended (the "Securities Act"), who are not natural
persons, estates or trusts; provided, however, that the International Monetary
Fund, the International Bank for Reconstruction and Development, the
Inter-American Development Bank, the Asian Development Bank, the African
Development Bank, the United Nations and their agencies, affiliates and pension
plans, any other similar international organizations, their agencies, affiliates
and pension plans shall not constitute United States Securities Persons.

         The Transferee understands that this certification is required in
connection with certain securities laws of the United States. In connection
therewith, if administrative or legal proceedings are commenced or threatened in
connection with which this certification is or would be relevant, we irrevocably
authorize you to produce this certification to any interested party in such
proceedings.

Dated:  __________, _____


                                   ---------------------------------------------
                                   Print Name of Transferee or Adviser


                                   By:
                                      ------------------------------------------
                                      Name:
                                      Title:
                                      Date:



                                   IF ABOVE IS AN ADVISER:


                                   Print Name of Transferee


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



                                   Date:






                                     F-2D-2




                                   EXHIBIT G-1

                        FORM I OF TRANSFEREE CERTIFICATE
        IN CONNECTION WITH ERISA (DEFINITIVE NON-REGISTERED CERTIFICATES)


                               _____________, 20__


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention: Global Securitization Trust Services Group--
           LB-UBS Commercial Mortgage Trust 2004-C8

         Re: LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage
             Pass-Through Certificates, Series 2004-C8 (the "Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class ______ Certificates [having an initial aggregate [Certificate Principal
Balance] [Certificate Notional Amount] as of December 2, 2004 of $__________]
[evidencing a ____% Percentage Interest in the subject Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of November 12, 2004, between Structured Asset
Securities Corporation II, as depositor, Wachovia Bank, National Association, as
master servicer, Lennar Partners, Inc., as special servicer, LaSalle Bank
National Association, as trustee and ABN AMRO Bank N.V., as fiscal agent. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you as Certificate
Registrar, as follows (check the applicable paragraph):

   _____     The Transferee (A) is not an employee benefit plan or other
             retirement arrangement, including an individual retirement account
             or annuity, a Keogh plan or a collective investment fund or
             separate account in which such plans, accounts or arrangements are
             invested, including, without limitation, an insurance company
             general account, that is subject to ERISA or the Code (each, a
             "Plan"), and (B) is not directly or indirectly purchasing the
             Transferred Certificates on behalf of, as named fiduciary of, as
             trustee of, or with assets of a Plan; or

   _____     The Transferee is using funds from an insurance company general
             account to acquire the Transferred Certificates, however, the
             purchase and holding of such Certificates by such Person is exempt
             from the prohibited transaction provisions of Sections 406 and 407
             of ERISA and the excise taxes imposed on such prohibited
             transactions by Section 4975 of the Code, by reason of Sections I
             and III of Prohibited Transaction Class Exemption 95-60.

                                     G-1-1


   _____     The Transferred Certificates are rated in one of the four highest
             generic rating categories by one of the Rating Agencies and are
             being acquired by or on behalf of a Plan in reliance on Prohibited
             Transaction Exemption 91-14; and such Plan (X) is an accredited
             investor as defined in Rule 501(a)(1) of Regulation D of the
             Securities Act, (Y) is not sponsored (within the meaning of Section
             3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan
             Seller, the Master Servicer, the Special Servicer, any
             Sub-Servicer, any Person responsible for servicing any Outside
             Serviced Trust Mortgage Loan or any related REO Property with
             respect to an Outside Serviced Trust Mortgage Loan, any
             Exemption-Favored Party or any Mortgagor with respect to Mortgage
             Loans constituting more than 5% of the aggregate unamortized
             principal balance of all the Mortgage Loans determined on the date
             of the initial issuance of the Certificates, or by any Affiliate of
             such Person, and (Z) agrees that it will obtain from each of its
             Transferees that are Plans, a written representation that such
             Transferee, if a Plan, satisfies the requirements of the
             immediately preceding clauses (X) and (Y), together with a written
             agreement that such Transferee will obtain from each of its
             Transferees that are Plans a similar written representation
             regarding satisfaction of the requirements of the immediately
             preceding clauses (X) and (Y).


                                      Very truly yours,

                                      ------------------------------------------
                                      Print Name of Transferee


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:





                                     G-1-2





                                   EXHIBIT G-2

                        FORM II OF TRANSFEREE CERTIFICATE
                            IN CONNECTION WITH ERISA
                    (BOOK-ENTRY NON-REGISTERED CERTIFICATES)


                                     [Date]

[TRANSFEROR]

         Re: LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage
             Pass-Through Certificates, Series 2004-C8 (the "Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
______________________ (the "Transferor") to _________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Corporation ("DTC") and the Depository Participants) in
Class ___ Certificates [having an initial aggregate [Certificate Principal
Balance] [Certificate Notional Amount] as of December 2, 2004 of $__________]
[evidencing a ____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement, dated as of November 12,
2004 (the "Pooling and Servicing Agreement"), among Structured Asset Securities
Corporation II, as depositor, Wachovia Bank, National Association, as master
servicer, Lennar Partners, Inc., as special servicer, LaSalle Bank National
Association, as trustee, and ABN AMRO Bank N.V., as fiscal agent. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you as follows (check
the applicable paragraph):

   ______    The Transferee (A) is not an employee benefit plan or other
             retirement arrangement, including an individual retirement account
             or annuity, a Keogh plan or a collective investment fund or
             separate account in which such plans, accounts or arrangements are
             invested, including, without limitation, an insurance company
             general account, that is subject to ERISA or the Code (each, a
             "Plan"), and (B) is not directly or indirectly purchasing an
             interest in the Transferred Certificates on behalf of, as named
             fiduciary of, as trustee of, or with assets of a Plan.

   ______    The Transferee is using funds from an insurance company general
             account to acquire an interest in the Transferred Certificates,
             however, the purchase and holding of such interest by such Person
             is exempt from the prohibited transaction provisions of Sections
             406(a) and (b) and 407 of ERISA and the excise taxes imposed on
             such prohibited transactions by Sections 4975(a) and (b) of the
             Code, by reason of Sections I and III of Prohibited Transaction
             Class Exemption 95-60.

   ______    The Transferred Certificates are rated in one of the four highest
             generic rating categories by one of the Rating Agencies and an
             interest in such Certificates is

                                     G-2-1


             being acquired by or on behalf of a Plan in reliance on Prohibited
             Transaction Exemption 91-14 and such Plan (X) is an accredited
             investor as defined in Rule 501(a)(1) of Regulation D of the
             Securities Act, (Y) is not sponsored (within the meaning of Section
             3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan
             Seller, the Master Servicer, the Special Servicer, any
             Sub-Servicer, any Person responsible for servicing any Outside
             Serviced Trust Mortgage Loan or any related REO Property with
             respect to an Outside Serviced Trust Mortgage Loan, any
             Exemption-Favored Party or any Mortgagor with respect to Mortgage
             Loans constituting more than 5% of the aggregate unamortized
             principal balance of all the Mortgage Loans determined on the date
             of the initial issuance of the Certificates, or by any Affiliate of
             such Person, and (Z) agrees that it will obtain from each of its
             Transferees that are Plans, a written representation that such
             Transferee, if a Plan, satisfies the requirements of the
             immediately preceding clauses (X) and (Y), together with a written
             agreement that such Transferee will obtain from each of its
             Transferees that are Plans a similar written representation
             regarding satisfaction of the requirements of the immediately
             preceding clauses (X) and (Y).


                                      Very truly yours,

                                      ------------------------------------------
                                      Print Name of Transferee


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:




                                     G-2-2


                                   EXHIBIT H-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                    REGARDING RESIDUAL INTEREST CERTIFICATES


TRANSFER AFFIDAVIT PURSUANT TO SECTIONS
860D(A)(6)(A) AND 860E(E)(4) OF  THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, AND
TREASURY REGULATION SECTION 1.860E-1(C)(4)



         Re: LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage
             Pass-Through Certificates, Series 2004-C8 (the "Certificates"),
             issued pursuant to the Pooling and Servicing Agreement (the
             "Pooling and Servicing Agreement"), dated as of November 12, 2004,
             between Structured Asset Securities Corporation II, as Depositor,
             Wachovia Bank, National Association, as Master Servicer, Lennar
             Partners, Inc., as Special Servicer, LaSalle Bank National
             Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent

STATE OF ________________________ )
                                  )        ss.:  _____________________________
COUNTY OF _______________________ )

         The undersigned declares that, to the best knowledge and belief of the
undersigned, the following representations are true, correct and complete:

         1. ______________________________ (the "Purchaser"), is acquiring
[Class R-I] [Class R-II] [Class R-III] Certificates representing
________________% of the residual interest in [each of] the real estate mortgage
investment conduit[s] ([each,] a "REMIC") designated as ["REMIC I"] ["REMIC II"]
["REMIC III"], [respectively], relating to the Certificates for which an
election is to be made under Section 860D of the Internal Revenue Code of 1986,
as amended (the "Code").

         2. The Purchaser is not a "Disqualified Organization" (as defined
below), and the Purchaser is not acquiring the [Class R-I] [Class R-II] [Class
R-III] Certificates for the account of, or as agent or nominee of, or with a
view to the transfer of direct or indirect record or beneficial ownership
thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified
Organization is any of the following: (i) the United States, (ii) any state or
political subdivision thereof, (iii) any foreign government, (iv) any
international organization, (v) any agency or instrumentality of any of the
foregoing, (vi) any tax-exempt organization (other than a cooperative described
in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of
the Code unless such organization is subject to the tax imposed by Section 511
of the Code, (vii) any organization described in Section 1381(a)(2)(C) of the
Code, or (viii) any other entity designated as a "disqualified organization" by
relevant legislation amending the REMIC Provisions and in effect at or proposed
to be effective as of the time of determination. In addition, a corporation will
not be treated as an instrumentality of the

                                     H-1-1


United States or of any state or political subdivision thereof if all of its
activities are subject to tax (except for the Federal Home Loan Mortgage
Corporation) and a majority of its board of directors is not selected by such
governmental unit. The terms "United States" and "international organization"
shall have the meanings set forth in Section 7701 of the Code.

         3. The Purchaser acknowledges that Section 860E(e) of the Code would
impose a substantial tax on the transferor or, in certain circumstances, on an
agent for the transferee, with respect to any transfer of any interest in any
[Class R-I] [Class R-II] [Class R-III] Certificates to a Disqualified
Organization.

         4. The Purchaser will not transfer the [Class R-I] [Class R-II] [Class
R-III] Certificates to any person or entity as to which the Purchaser has not
received an affidavit substantially in the form of this affidavit or to any
person or entity as to which the Purchaser has actual knowledge that the
requirements set forth in paragraphs 2 and 7 hereof are not satisfied, or to any
person or entity with respect to which the Purchaser has not (at the time of
such transfer) satisfied the requirements under the Code to conduct a reasonable
investigation of the financial condition of such person or entity (or its
current beneficial owners if such person or entity is classified as a
partnership under the Code).

         5. The Purchaser agrees to such amendments of the Pooling and Servicing
Agreement as may be required to further effectuate the prohibition against
transferring the [Class R-I] [Class R-II] [Class R-III] Certificates to a
Disqualified Organization, an agent thereof or a person that does not satisfy
the requirements of paragraph 7.

         6. The Purchaser consents to the designation of the Trustee as the
agent of the Tax Matters Person of [REMIC I] [REMIC II] [REMIC III] pursuant to
Section 10.01(d) of the Pooling and Servicing Agreement.

         7. No purpose of the acquisition of the [Class R-I] [Class R-II] [Class
R-III] Certificates is to impede the assessment or collection of tax

         [CHOOSE BETWEEN PARAGRAPHS 8 OR 9 BELOW]

[ ]      8. If the Transferor requires the safe harbor under Treasury
regulations section 1.860E-1 to apply:

         i.       The Purchaser historically has paid its debts as they have
                  come due and intends to pay its debts as they come due in the
                  future and the Purchaser intends to pay taxes associated with
                  holding the [Class R-I] [Class R-II] [Class R-III]
                  Certificates as they become due.

         ii.      The Purchaser understands that it may incur tax liabilities
                  with respect to the [Class R-I] [Class R-II] [Class R-III]
                  Certificates in excess of any cash flows generated by such
                  Certificates.

         iii.     The Purchaser is not a foreign permanent establishment or a
                  fixed base (within the meaning of any applicable income tax
                  treaty between the United States and any foreign jurisdiction)
                  of a United States Tax Person.

                                     H-1-2


         iv.      The Purchaser will not cause the income from the [Class R-I]
                  [Class R-II] [Class R-III] Certificates to be attributable to
                  a foreign permanent establishment or fixed base (within the
                  meaning of any applicable income tax treaty between the United
                  States and any foreign jurisdiction) of a United States Tax
                  Person.

                  [IF PARAGRAPH 8 IS CHECKED, CHOOSE BETWEEN (V) AND (VI) BELOW]

         o        v)       In accordance with Treasury Regulations Section
                           1.860E-1, the Purchaser:

                           a) is an "eligible corporation" as defined in Section
                           1.860E-1(c)(6)(i) of the Treasury regulations (i.e.,
                           a domestic C corporation other than a corporation
                           which is exempt from, or is not subject to, tax under
                           Section 11 of the Code; a Regulated Investment
                           Company as defined in Section 851(a) of the Code; a
                           Real Estate Investment Trust as defined in Section
                           856(a) of the Code; a REMIC as defined in Section
                           860D of the Code; or an organization to which part I
                           of subchapter T of chapter 1 of subtitle A of the
                           Code applies, as to which the income of [Class R-I]
                           [Class R-II] [Class R-III] Certificates will only be
                           subject to taxation in the United States,

                           b) has, and has had in each of its two preceding
                           fiscal years, gross assets for financial reporting
                           purposes (excluding any obligation of a person
                           related to the transferee within the meaning of
                           Section 1.860E-1(c)(6)(ii) of the Treasury
                           regulations or any other assets if a principal
                           purpose for holding or acquiring such asset is to
                           satisfy this condition) in excess of $100 million and
                           net assets of $10 million, and

                           c) hereby agrees only to transfer the Certificate to
                           another "eligible corporation" meeting the criteria
                           set forth in Treasury regulations section 1.860E-1.

         OR

         o        vi)      The Purchaser is a United States Tax Person and the
                           consideration paid to the Purchaser for accepting the
                           [Class R-I] [Class R-II] [Class R-III] Certificates
                           is greater than the present value of the anticipated
                           net federal income taxes and tax benefits ("Tax
                           Liability Present Value") associated with owning such
                           Certificates, with such present value computed using
                           a discount rate equal to the "Federal short-term
                           rate" prescribed by Section 1274 of the Code as of
                           the date hereof or, to the extent it is not, if the
                           Transferee has asserted that it regularly borrows, in
                           the ordinary course of its trade or business,
                           substantial funds from unrelated third parties at a
                           lower interest rate than such applicable federal rate
                           and the consideration paid to the Purchaser is
                           greater than the Tax Liability Present Value using
                           such lower interest rate as the discount rate, the
                           transactions with the unrelated third party lenders,
                           the interest rate or rates, the date or dates of such
                           transactions, and the maturity dates or, in the case
                           of adjustable rate debt instruments, the relevant
                           adjustment dates or periods, with respect to such
                           borrowings, are accurately stated in Exhibit A to
                           this letter

                                     H-1-3

[ ]               9. If the Transferor does not require the safe harbor under
         Treasury regulations section 1.860E-1 to apply:[IF PARAGRAPH 9 IS
         CHECKED, CHOOSE BETWEEN (I) AND (II) BELOW]

         o        i) The Purchaser is a "United States person" as defined in
                  Section 7701(a) of the Code and the regulations promulgated
                  thereunder (the Purchaser's U.S. taxpayer identification
                  number is ______________). The Purchaser is not classified as
                  a partnership under the Code (or, if so classified, all of its
                  beneficial owners are United States persons).

         OR

         o        ii)      The Purchaser is not a United States person. However,
                           the Purchaser:

                  a)       conducts a trade or business within the United States
                           and, for purposes of Treasury regulations section
                           1.860G-3(a)(3), is subject to tax under Section 882
                           of the Code;

                  b)       understands that, for purposes of Treasury
                           regulations section 1.860E-1(c)(4)(ii), as a holder
                           of a [Class R-I] [Class R-II] [Class R-III]
                           Certificate for United States federal income tax
                           purposes, it may incur tax liabilities in excess of
                           any cash flows generated by such [Class R-I] [Class
                           R-II] [Class R-III] Certificate;

                  c)       intends to pay the taxes associated with holding a
                           [Class R-I] [Class R-II] [Class R-III] Certificate;

                  d)       is not classified as a partnership under the Code
                           (or, if so classified, all of its beneficial owners
                           either satisfy clauses (a), (b) and (c) of this
                           sentence or are United States persons); and

                  e)       has furnished the Transferor and the Trustee with an
                           effective IRS Form W-8ECI or successor form and will
                           update such form as may be required under the
                           applicable Treasury regulations

                                    Capitalized terms used but not defined
                  herein have the meanings assigned thereto in the Pooling and
                  Servicing Agreement.

                                     H-1-4


         IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly
executed on its behalf by its duly authorized officer this _______ day of
___________________________.



                                      By:
                                         ---------------------------------------

                                      Name:
                                           -------------------------------------

                                      Title:
                                            ------------------------------------



         Personally appeared before me ___________________________ and
___________________________, known or proved to me to be the same persons who
executed the foregoing instrument and to be a _______________________ and
_______________________ of the Purchaser, and acknowledged to me that he/she
each executed the same at his/her free act and deed and at the free act and deed
of the Purchaser.


                                      Subscribed and sworn before me this
                                      __ day of ______________________, 20_____.



                                      ------------------------------------------
                                      Notary Public









                                     H-1-5

                                   EXHIBIT H-2

                         FORM OF TRANSFEROR CERTIFICATE
                    REGARDING RESIDUAL INTEREST CERTIFICATES


                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention: Global Securitization Trust Services Group--
           LB-UBS Commercial Mortgage Trust 2004-C8

           Re: LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage
               Pass-Through Certificates, Series 2004-C8 (the "Certificates")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class R-I] [Class R-II] [Class R-III] Certificates evidencing a ____%
Percentage Interest in such Class (the "Residual Interest Certificates"). The
Certificates, including the Residual Interest Certificates, were issued pursuant
to the Pooling and Servicing Agreement, dated as of November 12, 2004 (the
"Pooling and Servicing Agreement"), between Structured Asset Securities
Corporation II, as depositor, Wachovia Bank, National Association, as master
servicer, Lennar Partners, Inc., as special servicer, LaSalle Bank National
Association, as trustee, and ABN AMRO Bank N.V., as fiscal agent. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

                  1. No purpose of the Transferor relating to the transfer of
         the Residual Interest Certificates by the Transferor to the Transferee
         is or will be to impede the assessment or collection of any tax.

                  2. The Transferor understands that the Transferee has
         delivered to you a Transfer Affidavit and Agreement in the form
         attached to the Pooling and Servicing Agreement as Exhibit H-1. The
         Transferor does not know or believe that any representation contained
         therein is false.

                  3. The Transferor has at the time of this transfer conducted a
         reasonable investigation of the financial condition of the Transferee
         (or the beneficial owners of the Transferee if it is classified as a
         partnership under the Internal Revenue Code of 1986, as amended) as
         contemplated by Treasury regulations section 1.860E-1(c)(4)(i) and, as
         a result of that investigation, the Transferor has determined that the
         Transferee has historically paid its debts as they became due and has
         found no significant evidence to indicate that the Transferee will not
         continue to pay its debts as they become due in the future. The
         Transferor understands that the transfer of the Residual Interest
         Certificates may not be respected for United States income tax purposes
         (and the Transferor may continue to be liable for United States

                                      H-2-1


         income taxes associated therewith) unless the Transferor has conducted
         such an investigation.


                                        Very truly yours,


                                        ----------------------------------------
                                        Print Name of Transferor


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:



                                      H-2-2





                                   EXHIBIT I-1

                       FORM OF NOTICE AND ACKNOWLEDGEMENT


                                     [Date]


Standard & Poor's Ratings Services,
   a division of The McGraw-Hill Companies, Inc.
55 Water Street, 41st  Floor
New York, New York  10041
Attention:  Commercial Surveillance Department

Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
Attention:  Commercial Mortgage Surveillance

Ladies and Gentlemen:

         This notice is being delivered pursuant to Section 6.09 of the Pooling
and Servicing Agreement, dated as of November 12, 2004 and relating to LB-UBS
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2004-C8 (the "Agreement"). Capitalized terms used but not otherwise defined
herein shall have respective meanings assigned to them in the Agreement.

         Notice is hereby given that the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class have designated
________________ to serve as the Special Servicer under the Agreement.

         The designation of __________________ as Special Servicer will become
final if certain conditions are met and you deliver to _________________, the
trustee under the Agreement (the "Trustee"), written confirmation that if the
person designated to become the Special Servicer were to serve as such, such
event would not result in the qualification, downgrade or withdrawal of the
rating or ratings assigned by you to one or more Classes of the Certificates or
one or more classes of Westfield North Bridge Non-Trust Mortgage Loan
Securities. Accordingly, such confirmation is hereby requested as soon as
possible.

                                     I-1-1


         Please acknowledge receipt of this notice by signing the enclosed copy
of this notice where indicated below and returning it to the Trustee, in the
enclosed stamped self-addressed envelope.


                                      Very truly yours,

                                      LASALLE BANK NATIONAL ASSOCIATION,
                                      as Trustee


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:

Receipt acknowledged:

STANDARD & POOR'S RATINGS SERVICES


By:
    ----------------------------------
Name:
Title:
Date:



MOODY'S INVESTORS SERVICE, INC.


By:
    ----------------------------------
Name:
Title:
Date:






                                     I-1-2


                                   EXHIBIT I-2

              FORM OF ACKNOWLEDGEMENT OF PROPOSED SPECIAL SERVICER


                                     [Date]


[TRUSTEE] [FISCAL AGENT] [MASTER SERVICER] [DEPOSITOR]


         Re: LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage
             Pass-Through Certificates, Series 2004-C8

Ladies and Gentlemen:

         Pursuant to [Section 6.09 of the Pooling and Servicing Agreement],
dated as of November 12, 2004, relating to LB-UBS Commercial Mortgage Trust
2004-C8, Commercial Mortgage Pass-Through Certificates, Series 2004-C8 (the
"Agreement"), the undersigned hereby agrees with all the other parties to the
Agreement that the undersigned shall serve as Special Servicer under, and as
defined in, the Agreement. The undersigned hereby acknowledges that, as of the
date hereof, it is and shall be a party to the Agreement and bound thereby to
the full extent indicated therein in the capacity of Special Servicer. The
undersigned hereby makes, as of the date hereof, the representations and
warranties set forth in Section 3.24 of the Agreement, with the following
corrections with respect to type of entity and jurisdiction of organization:
____________________.

         Capitalized terms used but not defined herein have the respective
meanings assigned thereto in the Agreement.


                                      [NAME OF PROPOSED SPECIAL SERVICER]


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:






                                     I-2-1



                                    EXHIBIT J

                        FORM OF UCC-1 FINANCING STATEMENT




                                       J-1





                                                                      SCHEDULE 1


         This Schedule 1 is attached to and incorporated in a financing
statement pertaining to Structured Asset Securities Corporation II, as depositor
(referred to as the "Debtor" for the purpose of this financing statement only),
and LaSalle Bank National Association, as trustee for the holders of the LB-UBS
Commercial Mortgage Trust 2004-C8, Commercial Mortgage Pass-Through
Certificates, Series 2004-C8 (referred to as the "Secured Party" for purposes of
this financing statement only), under that certain Pooling and Servicing
Agreement, dated as of November 12, 2004 (the "Pooling and Servicing
Agreement"), between the Debtor, as depositor, the Secured Party, as trustee
(the "Trustee"), Wachovia Bank, National Association, as master servicer (the
"Master Servicer"), Lennar Partners, Inc., as special servicer (the "Special
Servicer"), and ABN AMRO Bank N.V., as fiscal agent, relating to the issuance of
the LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage Pass-Through
Certificates, Series 2004-C8 (the "Series 2004-C8 Certificates"). Capitalized
terms used herein and not defined shall have the respective meanings given to
them in the Pooling and Servicing Agreement.

         The attached financing statement covers all of the Debtor's right
(including the power to convey title thereto), title and interest in and to the
Trust Fund created pursuant to the Pooling and Servicing Agreement, consisting
of the following:

         (1) the mortgage loans listed on the Trust Mortgage Loan Schedule
attached hereto as Exhibit A (the "Mortgage Loans");

         (2) the note or other evidence of indebtedness of the related borrower
under each Mortgage Loan (the "Mortgage Note"), the related mortgage, deed of
trust or other similar instrument securing such Mortgage Note (the "Mortgage")
and each other legal, credit and servicing document related to such Mortgage
Loan (collectively with the related Mortgage Note and Mortgage, the "Mortgage
Loan Documents");

         (3) (a) the UBS/Depositor Mortgage Loan Purchase Agreement and (b) the
respective Co-Lender Agreements;

         (4) (a) the Custodial Accounts and the Defeasance Deposit Account
required to be maintained by the Master Servicer pursuant to the Pooling and
Servicing Agreement, (b) all funds from time to time on deposit in the Custodial
Accounts and the Defeasance Deposit Account, (c) the investments of any such
funds consisting of securities, instruments or other obligations, and (d) the
general intangibles consisting of the contractual right to payment, including,
without limitation, the right to payments of principal and interest and the
right to enforce the related payment obligations, arising from or under any such
investments;

         (5) all REO Property acquired in respect of defaulted Mortgage Loans;

         (6) (a) the REO Accounts and any Loss of Value Reserve Fund required to
be maintained by the Special Servicer pursuant to the Pooling and Servicing
Agreement, (b) all funds from time to time on deposit in the REO Accounts and
any Loss of Value Reserve Fund, (c) any investments of any such funds consisting
of securities, instruments or other obligations, and (d) the general intangibles
consisting of the contractual right to payment, including, without limitation,
the right to

                                       J-2


payments of principal and interest and the right to enforce the related payment
obligations, arising from or under any such investments;

         (7) (a) the Servicing Accounts and the Reserve Accounts required to be
maintained by the Master Servicer and/or the Special Servicer pursuant to the
Pooling and Servicing Agreement, (b) all funds from time to time on deposit in
the Servicing Accounts and the Reserve Accounts, (c) the investments of any such
funds consisting of securities, instruments or other obligations, and (d) the
general intangibles consisting of the contractual right to payment, including,
without limitation, the right to payments of principal and interest and the
right to enforce the related payment obligations, arising from or under any such
investments;

         (8) (a) the Interest Reserve Account and any Excess Liquidation
Proceeds Account required to be maintained by the Secured Party pursuant to the
Pooling and Servicing Agreement, (b) all funds from time to time on deposit in
the Interest Reserve Account and any Excess Liquidation Proceeds Account, (c)
the investments of any such funds consisting of securities, instruments or other
obligations, and (d) the general intangibles consisting of the contractual right
to payment, including, without limitation, the right to payments of principal
and interest and the right to enforce the related payment obligations, arising
from or under any such investments;

         (9) (a) the Collection Account required to be maintained by the Secured
Party pursuant to the Pooling and Servicing Agreement, (b) all funds from time
to time on deposit in the Collection Account, (c) the investments of any such
funds consisting of securities, instruments or other obligations, and (d) the
general intangibles consisting of the contractual right to payment, including,
without limitation, the right to payments of principal and interest and the
right to enforce the related payment obligations, arising from or under any such
investments;

         (10) all insurance policies, including the right to payments
thereunder, with respect to the Mortgage Loans required to be maintained
pursuant to the Mortgage Loan Documents and the Pooling and Servicing Agreement,
transferred to the Trust and to be serviced by the Master Servicer or Special
Servicer pursuant to the Pooling and Servicing Agreement;

         (12) any and all general intangibles (as defined in the Uniform
Commercial Code) consisting of, arising from or relating to any of the
foregoing; and

         (13) any and all income, payments, proceeds and products of any of the
foregoing.

THE DEBTOR AND THE SECURED PARTY INTEND THE TRANSACTIONS CONTEMPLATED BY THE
POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF ALL THE DEBTOR'S RIGHT,
TITLE AND INTEREST IN, TO AND UNDER THE MORTGAGE LOANS, THE MORTGAGE NOTES, THE
RELATED MORTGAGES AND THE OTHER RELATED MORTGAGE LOAN DOCUMENTS EVIDENCED BY THE
SERIES 2004-C8 CERTIFICATES, AND THIS FILING SHOULD NOT BE CONSTRUED AS A
CONCLUSION THAT A SALE HAS NOT OCCURRED. THE REFERENCES HEREIN TO MORTGAGE NOTES
SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY MORTGAGE NOTE IS NOT AN
INSTRUMENT WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN EFFECT IN
ANY APPLICABLE JURISDICTION, OR THAT A FILING IS NECESSARY TO PERFECT THE
OWNERSHIP OR SECURITY INTEREST OF THE SECURED PARTY WITH RESPECT TO THE MORTGAGE
LOANS OR IN ANY MORTGAGE NOTE, MORTGAGE OR OTHER MORTGAGE

                                      J-3


LOAN DOCUMENT. IN ADDITION, THE REFERENCES HEREIN TO SECURITIES, INSTRUMENTS AND
OTHER OBLIGATIONS SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY SUCH
SECURITY, INSTRUMENT OR OTHER OBLIGATION IS NOT AN INSTRUMENT, A CERTIFICATED
SECURITY OR AN UNCERTIFICATED SECURITY WITHIN THE MEANING OF THE UNIFORM
COMMERCIAL CODE, AS IN EFFECT IN ANY APPLICABLE JURISDICTION, NOR SHOULD THIS
FINANCING STATEMENT BE CONSTRUED AS A CONCLUSION THAT A FILING IS NECESSARY TO
PERFECT THE OWNERSHIP OR SECURITY INTEREST OF THE SECURED PARTY IN THE
CONTRACTUAL RIGHT TO PAYMENT, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO
PAYMENTS OF PRINCIPAL AND INTEREST AND THE RIGHT TO ENFORCE THE RELATED PAYMENT
OBLIGATIONS, ARISING FROM OR UNDER ANY SUCH SECURITY, INSTRUMENT OR OTHER
OBLIGATION. WITH RESPECT TO THE FOREGOING, THIS FILING IS MADE ONLY IN THE EVENT
OF CONTRARY ASSERTIONS BY THIRD PARTIES.

A PURCHASE OF OR SECURITY INTEREST IN ANY COLLATERAL DESCRIBED IN THIS FINANCING
STATEMENT WILL VIOLATE THE RIGHTS OF THE SECURED PARTY.






                                      J-4



                             EXHIBIT A TO SCHEDULE 1


                 (See Schedule I- Trust Mortgage Loan Schedule)








                                      J-5



                                    EXHIBIT K

        SUB-SERVICERS IN RESPECT OF WHICH SUB-SERVICING AGREEMENTS ARE IN
                EFFECT OR BEING NEGOTIATED AS OF THE CLOSING DATE


Northmarq Capital, Inc.
L.J. Melody & Company of Texas, LP
GMAC Commercial Mortgage Corporation
Laureate Capital LLC







                                       K-1




                                   EXHIBIT L-1

               FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION
              FOR WEBSITE ACCESS FROM CERTIFICATE [HOLDER] [OWNER]


                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention: Global Securitization Trust Services Group--
           LB-UBS Commercial Mortgage Trust 2004-C8

[Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 28262-1075
Attention: LB-UBS Commercial Mortgage Trust 2004-C8]

         Re: LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage
             Pass-Through Certificates, Series 2004-C8

         In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of November 12, 2004 (the "Pooling and Servicing
Agreement"), between Structured Asset Securities Corporation II, as depositor
(the "Depositor"), Wachovia Bank, National Association, as master servicer,
Lennar Partners, Inc., as special servicer, LaSalle Bank National Association,
as trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal agent, with
respect to LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage
Pass-Through Certificates, Series 2004-C8 (the "Certificates"), the undersigned
hereby certifies and agrees as follows:

         1. The undersigned is a [beneficial owner] [registered holder] of the
Class _____ Certificates.

         2. The undersigned is requesting (Please check as applicable):

                  (i) ____ the information (the "Information") identified on the
         schedule attached hereto pursuant to Section 8.14 of the Pooling and
         Servicing Agreement; or

                  (ii) ____ a password [and username] pursuant to Section 4.02
         of the Pooling and Servicing Agreement for access to information (also,
         the "Information") provided on the [Trustee's] [Master Servicer's]
         Internet Website.

                                     L-1-1


         3. In connection with accessing the website of the [Master Servicer]
[Trustee], the undersigned hereby agrees to register, execute or accept an
access agreement and accept a disclaimer, as and to the extent required by the
[Master Servicer] or [Trustee] in accordance with Section 4.02 of the Pooling
and Servicing Agreement.

         4. In consideration of the [Trustee's] [Master Servicer's] disclosure
to the undersigned of the Information, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in evaluating
its interest in Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities to which the undersigned is
subject), and such Information will not, without the prior written consent of
the [Trustee] [Master Servicer], be disclosed by the undersigned or by its
officers, directors, partners, employees, agents or representatives
(collectively, the "Representatives") in any manner whatsoever, in whole or in
part; provided that the undersigned may provide all or any part of the
Information to any other person or entity that holds or is contemplating the
purchase of any Certificate or interest therein, but only if such person or
entity confirms in writing such ownership interest or prospective ownership
interest and agrees to keep it confidential.

         5. The undersigned will not use or disclose the Information in any
manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of
1934, as amended, or would require registration of any Non-Registered
Certificate pursuant to Section 5 of the Securities Act.

         IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.


                                      [BENEFICIAL OWNER OF A CERTIFICATE]
                                      [REGISTERED HOLDER OF A CERTIFICATE]


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:






                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:






                                     L-1-2


                                   EXHIBIT L-2

         FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION FOR WEBSITE
                        ACCESS FROM PROSPECTIVE INVESTOR


                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention: Global Securitization Trust Services Group--
           LB-UBS Commercial Mortgage Trust 2004-C8

[Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 28262-1075
Attention: LB-UBS Commercial Mortgage Trust 2004-C8]

         Re: LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage
             Pass-Through Certificates, Series 2004-C8

         In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of November 12, 2004 (the "Pooling and Servicing
Agreement"), between Structured Asset Securities Corporation II, as depositor
(the "Depositor"), Wachovia Bank, National Association, as master servicer,
Lennar Partners, Inc., as special servicer, LaSalle Bank National Association,
as trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal agent with respect
to LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage Pass-Through
Certificates, Series 2004-C8 (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

         1. The undersigned is contemplating an investment in the Class _____
Certificates.

         2. The undersigned is requesting (please check as applicable):

                  (i) ____ information (the "Information") for use in evaluating
         the possible investment described above as identified on the schedule
         attached hereto pursuant to Section 8.14 of the Pooling and Servicing
         Agreement; or

                  (ii) ____ a password [and username] pursuant to Section 4.02
         of the Pooling and Servicing Agreement for access to information (also,
         the "Information") provided on the [Trustee's] [Master Servicer's]
         Internet Website.

                                     L-2-1


         3. In connection with accessing the website of the [Master Servicer]
[Trustee], the undersigned hereby agrees to register, execute or accept an
access agreement and accept a disclaimer, as and to the extent required by the
[Master Servicer] or [Trustee] in accordance with Section 4.02 of the Pooling
and Servicing Agreement.

         4. In consideration of the [Trustee's] [Master Servicer's] disclosure
to the undersigned of the Information, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making the
investment decision described in paragraph 1 above, from its accountants and
attorneys, and otherwise from such governmental or banking authorities and
agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the [Trustee] [Master Servicer], be
disclosed by the undersigned or by its officers, directors, partners, employees,
agents or representatives (collectively, the "Representatives") in any manner
whatsoever, in whole or in part.

         5. The undersigned will not use or disclose the Information in any
manner which could result in a violation of any provision of the Securities Act
of 1933, as amended ( the "Securities Act"), or the Securities Exchange Act of
1934, as amended, or would require registration of any Non-Registered
Certificate pursuant to Section 5 of the Securities Act.

         IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.


                                      [PROSPECTIVE PURCHASER OF A CERTIFICATE OR
                                      INTEREST THEREIN]


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:






                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:





                                     L-2-2

                                    EXHIBIT M

                        FORM OF DEFEASANCE CERTIFICATION








                                      M-1



                        FORM OF NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN



               For Mortgage Loans: (a) having an unpaid balance of
           $20,000,000 or less, (b) that constitute less than 5%of the
           aggregate unpaid principal balance of the Mortgage Pool, or
            (c) that are not then one of the ten largest (measured by
          unpaid principal balance) Mortgage Loans in the Mortgage Pool



To:   [Standard & Poor's Ratings Services,
        a division of The McGraw-Hill Companies, Inc.
      55 Water Street
      New York, New York 10041
      Attn:  Commercial Mortgage Surveillance]

      [Moody's Investors Service, Inc.
      99 Church Street
      New York, New York 10007
      Attention:  Commercial Mortgage Surveillance]

From: _____________________________________, in its capacity as master servicer
      (the "Master Servicer") under the Pooling and Servicing Agreement dated as
      of November 12, 2004(the "Pooling and Servicing Agreement"), between
      Structured Asset Securities Corporation II, as depositor, Wachovia Bank,
      National Association, as master servicer (the "Master Servicer"), Lennar
      Partners, Inc., as special servicer, LaSalle Bank National Association, as
      trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal agent.


Date: _________, 20___

         Re: LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage
             Pass-Through Certificates, Series 2004-C8

         Mortgage loan (the "Mortgage Loan") identified by loan number _____ on
the Trust Mortgage Loan Schedule attached to the Pooling and Servicing Agreement
and heretofore secured by the Mortgaged [Property] [Properties] identified on
the Trust Mortgage Loan Schedule by the following name[s]:

         Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement.

         As Master Servicer under the Pooling and Servicing Agreement, we
hereby:

                                      M-2


         1. Notify you that the Mortgagor has consummated a defeasance of the
Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type checked
below:

          ____   a full defeasance of the payments scheduled to be due in
                 respect of the entire unpaid principal balance of the Mortgage
                 Loan; or

          ____   a partial defeasance of the payments scheduled to be due in
                 respect of a portion of the unpaid principal balance of the
                 Mortgage Loan that represents ___% of the entire unpaid
                 principal balance of the Mortgage Loan and, under the Mortgage,
                 has an allocated loan amount of $____________ or _______% of
                 the entire unpaid principal balance;

         2. Certify that each of the following is true, and any additional
explanatory notes set forth on Exhibit A hereto:

                 a. The Mortgage Loan documents permit the defeasance, and the
   terms and conditions for defeasance specified therein were satisfied in all
   material respects in completing the defeasance.

                 b. The defeasance was consummated on __________, 20__.

                 c. The defeasance collateral consists of securities that (i)
   constitute "government securities" as defined in Section 2(a)(16) of the
   Investment Company Act of 1940 as amended (15 U.S.C. 80a-1), (ii) are listed
   as "Qualified Investments for `AAA' Financings" under Paragraphs 1, 2 or 3 of
   "Cash Flow Approach" in Standard & Poor's Public Finance Criteria 2000, as
   amended to the date of the defeasance, (iii) are rated `AAA' by Standard &
   Poor's, (iv) if they include a principal obligation, provide for a
   predetermined fixed dollar amount of principal due at maturity that cannot
   vary or change, and (v) are not subject to prepayment, call or early
   redemption. Such securities have the characteristics set forth below:

               CUSIP      RATE      MAT      PAY DATES      ISSUED
               -----      ----      ---      ---------      ------


                 d. The Master Servicer received an opinion of counsel (from
   counsel approved by Master Servicer in accordance with the Servicing
   Standard) that the defeasance will not result in an Adverse REMIC Event.

                 e. The Master Servicer determined that the defeasance
   collateral will be owned by an entity (the "Defeasance Obligor") as to which
   one of the statements checked below is true:

          ____   the related Mortgagor was a Single-Purpose Entity (as defined
                 in Standard & Poor's Structured Finance Ratings Real Estate
                 Finance Criteria, as amended to the date of the defeasance (the
                 "S&P Criteria")) as of the date of the defeasance, and after
                 the defeasance owns no assets other than the defeasance
                 collateral and real property securing Mortgage Loan included in
                 the pool;

                                      M-3


          ____   the related Mortgagor designated a Single-Purpose Entity (as
                 defined in the S&P Criteria) to own the defeasance collateral;
                 or

          ____   the Master Servicer designated a Single-Purpose Entity (as
                 defined in the S&P Criteria) established for the benefit of the
                 Trust to own the defeasance collateral.

                 f. The Master Servicer received a broker or similar
   confirmation of the credit, or the accountant's letter described below
   contained statements that it reviewed a broker or similar confirmation of the
   credit, of the defeasance collateral to an Eligible Account (as defined in
   the S&P Criteria) in the name of the Defeasance Obligor, which account is
   maintained as a securities account by the Trustee acting as a securities
   intermediary.

                 g. As securities intermediary, the Trustee is obligated to make
   the scheduled payments on the Mortgage Loan from the proceeds of the
   defeasance collateral directly to the Master Servicer's collection account in
   the amounts and on the dates specified in the Mortgage Loan documents or, in
   a partial defeasance, the portion of such scheduled payments attributed to
   the allocated loan amount for the real property defeased, increased by any
   defeasance premium specified in the Mortgage Loan documents (the "Scheduled
   Payments").

                 h. The Master Servicer received from the Mortgagor written
   confirmation from a firm of independent certified public accountants, who
   were approved by the Master Servicer in accordance with the Servicing
   Standard, stating that (i) revenues from principal and interest payments made
   on the defeasance collateral (without taking into account any earnings on
   reinvestment of such revenues) will be sufficient to timely pay each of the
   Scheduled Payments after the defeasance including the payment in full of the
   Mortgage Loan (or the allocated portion thereof in connection with a partial
   defeasance) on its Maturity Date (or, in the case of an ARD Mortgage Loan, on
   its Anticipated Repayment Date or on the date when any open prepayment period
   set forth in the related Mortgage Loan documents commences), (ii) the
   revenues received in any month from the defeasance collateral will be applied
   to make Scheduled Payments within four (4) months after the date of receipt,
   and (iii) interest income from the defeasance collateral to the Defeasance
   Obligor in any calendar or fiscal year will not exceed such Defeasance
   Obligor's interest expense for the Mortgage Loan (or the allocated portion
   thereof in a partial defeasance) for such year.

                 i. The Master Servicer received opinions from counsel, who were
   approved by the Master Servicer in accordance with the Servicing Standard,
   that (i) the agreements executed by the Mortgagor and/or the Defeasance
   Obligor in connection with the defeasance are enforceable against them in
   accordance with their terms, and (ii) the Trustee will have a perfected,
   first priority security interest in the defeasance collateral described
   above.

                 j. The agreements executed in connection with the defeasance
   (i) permit reinvestment of proceeds of the defeasance collateral only in
   Permitted Investments (as defined in the S&P Criteria), (ii) permit release
   of surplus defeasance collateral and earnings on reinvestment to the
   Defeasance Obligor or the Mortgagor only after the Mortgage Loan has been
   paid in full, if any such release is permitted, (iii) prohibit any
   subordinate liens against the defeasance collateral, and (iv) provide for
   payment from sources other than the defeasance collateral or other assets of
   the Defeasance Obligor of all fees and expenses of the securities

                                      M-4


   intermediary for administering the defeasance and the securities account and
   all fees and expenses of maintaining the existence of the Defeasance Obligor.

                 k. The entire unpaid principal balance of the Mortgage Loan as
   of the date of defeasance was $___________. Such Mortgage Loan (a) has an
   unpaid balance of $20,000,000 or less, (b) constitutes less than 5% of the
   aggregate unpaid principal balance of the Mortgage Pool, or (b) is not one of
   the ten largest (measured by unpaid principal balance) mortgage loans in the
   Mortgage Pool, in each such case, as of the date of the most recent
   Distribution Date Statement received by us (the "Current Report") .

         3. The defeasance described herein, together with all prior and
simultaneous defeasances of mortgage loans, brings the total of all fully and
partially defeased mortgage loans in the Mortgage Pool to $__________________,
which is _____% of the aggregate unpaid principal balance of the Mortgage Pool
as of the date of the Current Report.

         4. Certify that Exhibit B hereto is a list of the material agreements,
instruments, organizational documents for the Defeasance Obligor, and opinions
of counsel and independent accountants executed and delivered in connection with
the defeasance described above and that originals or copies of such agreements,
instruments and opinions have been transmitted to the Trustee (or a Custodian on
its behalf) for placement in the related Mortgage File or, to the extent not
required to be part of the related Mortgage File, are in the possession of the
Master Servicer as part of the Master Servicer's servicing file.

         5. Certify and confirm that the determinations and certifications
described above were rendered in accordance with the Servicing Standard set
forth in, and the other applicable terms and conditions of, the Pooling and
Servicing Agreement.

         6. Certify that the individual under whose hand the Master Servicer has
caused this Notice and Certification to be executed did constitute a Servicing
Officer as of the date of the defeasance described above.

         7. Agree to provide copies of all items listed in Exhibit B to you upon
request.

         IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.


                                      [MASTER SERVICER]


                                      By:
                                         ---------------------------------------
                                      Name:
                                      Title:





                                      M-5


                                    EXHIBIT N

                      FORM OF SELLER/DEPOSITOR NOTIFICATION


                                     [Date]





[Structured Asset Securities Corporation II                 [Wachovia Bank, National Association
745 Seventh Avenue                                          8739 Research Drive-URP4
New York, New York  10019                                   Charlotte, North Carolina 28262-1075
Attention: David Nass]                                      Attention: LB-UBS Commercial Mortgage Trust 2004-C8]

[UBS Securities LLC                                         [Lennar Partners, Inc.
1285 Avenue of the Americas                                 1601 Washington Avenue, Suite 800
New York, New York  10019                                   Miami, Florida  33139
Attention: Robert Pettinato]                                Attention: LB-UBS Commercial Mortgage Trust 2004-C8]

[Controlling Class Representative (if known)]               [LaSalle Bank National Association
                                                            135 South LaSalle Street, Suite 1625
                                                            Chicago, Illinois  60603
                                                            Attention: Global Securitization Trust Services Group- LB-UBS
                                                            Commercial Mortgage Trust 2004-C8]



         Re: LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage
             Pass-Through Certificates, Series 2004-C8

Ladies and Gentlemen:

         This notice is being delivered pursuant to Section 2.03 of the Pooling
and Servicing Agreement, dated as of November 12, 2004 (the "Agreement"),
relating to the captioned commercial mortgage pass-through certificates (the
"Certificates"). Capitalized terms used but not otherwise defined herein shall
have the respective meanings assigned to them in the Agreement.

         This notice is being delivered with respect to the [Mortgage Loan
identified on the Trust Mortgage Loan Schedule as Mortgage Loan number [__], and
secured by the Mortgaged Property identified on the Trust Mortgage Loan Schedule
as _________________ (the "Subject Trust Mortgage Loan")]; [the Mortgage
Loan/Loans identified on Exhibit A to Schedule I attached hereto (the "Subject
Trust Mortgage Loans")].

         Check which of the following applies:

         ______  We hereby advise you that a Material Document Defect or
                 Material Breach [may exist] [exists] with respect to the
                 Subject Trust Mortgage [Loan] [Loans] due to the occurrence set
                 forth on Schedule 1 attached hereto.

                                      N-1


         ______  We hereby request that you cure the Material Document Defect or
                 Material Breach in all material respects with respect to the
                 Subject Trust Mortgage [Loan] [Loans] or repurchase the Subject
                 Trust Mortgage [Loan] [Loans] within the time period and
                 subject to the conditions provided for in [Section 2.03(a) of
                 the Agreement] [Section 5(a) of the UBS/Depositor Mortgage Loan
                 Purchase Agreement].

         ______  We hereby advise you that a Servicing Transfer Event has
                 occurred with respect to the Subject Trust Mortgage [Loan]
                 [Loans] due to the occurrence set forth on Schedule 1 attached
                 hereto (and a Material Document Defect has occurred as set
                 forth above or on a previous Seller/Depositor Notification).

         ______  We hereby advise you that an assumption [is proposed] [has
                 occurred] with respect to the Subject Trust Mortgage [Loan]
                 [Loans], as further described on Schedule 1 attached hereto
                 (and a Material Document Defect has occurred as set forth above
                 or on a previous Seller/Depositor Notification).

         ______  Under the circumstances contemplated by the last paragraph of
                 [Section 2.03(a) of the Agreement] [Section 5(a) of the
                 UBS/Depositor Mortgage Loan Purchase Agreement], we hereby
                 advise you that both (A) the applicable Resolution Extension
                 Period has expired and (B) a [Servicing Transfer Event]
                 [proposed] [actual] assumption] has occurred with respect to
                 the Subject Trust Mortgage [Loan] [Loans]; therefore, we hereby
                 direct you to cure the subject Material Document Defect in all
                 material respects within 15 days of receipt of this
                 Seller/Depositor Notification.

         ______  We hereby advise you that the 15-day period set forth in the
                 preceding paragraph has expired and we hereby notify you that
                 the [Master Servicer] [Special Servicer] has elected to perform
                 your cure obligations with respect to the subject Material
                 Document Defect and the Subject Trust Mortgage [Loan] [Loans].

                                      N-2


         ______  We hereby request that you repurchase the Subject Trust
                 Mortgage [Loan] [Loans] or any related REO Property to the
                 extent required by [Section 2.03(a) of the Agreement] [Section
                 5(a) of the UBS/Depositor Mortgage Loan Purchase Agreement].


                                      Very truly yours,

                                      [LASALLE BANK NATIONAL ASSOCIATION,
                                      as Trustee


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:]



                                      [Wachovia Bank, National Association,
                                      as Master Servicer


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:]



                                      [LENNAR PARTNERS, INC.,
                                      as Special Servicer


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:]


         In the event this notice constitutes a request to repurchase the
Subject Trust Mortgage [Loan] [Loans], a copy of this Seller/Depositor
Notification has been delivered to each of:

         (i) Counsel to the UBS Mortgage Loan Seller:

             Cadwalader, Wickersham & Taft LLP
             100 Maiden Lane
             New York, New York  10038
             Attention: Anna Glick;

                                      N-3


             and

         (ii) Internal Counsel to the Depositor/Lehman Mortgage Loan Seller:

              Lehman Brothers Holdings Inc.
              745 Seventh Avenue
              New York, New York  10019
              Attention: Scott Lechner






                                      N-4



                                                                      SCHEDULE 1

         Mortgage Loan Number: [________________] [See Exhibit A hereto]


         Name of Mortgaged Property: ___________________________________________


         Material Breach: Explain the nature of the Material Breach: ___________

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

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

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

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


         [Potential] Material Document Defect: [List the affected documents and
describe nature of the Material Document Defect:] [The Subject Trust Mortgage
[Loan] [Loans] have the document defects outlined on Exhibit A hereto]__________

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

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

         Servicing Transfer Event/Assumption: Explain the nature of the
Servicing Transfer Event/Assumption:____________________________________________

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

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

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

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

         Other: Set forth any necessary additional information: ________________

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

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

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

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




                                      N-5


                                    EXHIBIT O

                    FORM OF CONTROLLING CLASS REPRESENTATIVE
                            CONFIDENTIALITY AGREEMENT


                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention: Global Securitization Trust Services Group--
           LB-UBS Commercial Mortgage Trust 2004-C8

[Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 28262-1075
Attention: LB-UBS Commercial Mortgage Trust 2004-C8]

[Lennar Partners, Inc.
1601 Washington Avenue, Suite 800
Miami, Florida  33139
Attention: LB-UBS Commercial Mortgage Trust 2004-C8]


         Re: LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage
             Pass-Through Certificates, Series 2004-C8

         In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of November 12, 2004 the ("Pooling and Servicing
Agreement"), between Structured Asset Securities Corporation II, as depositor
(the "Depositor"), Wachovia Bank, National Association, as master servicer,
Lennar Partners, Inc., as special servicer, LaSalle Bank National Association,
as trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal agent with respect
to LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage Pass-Through
Certificates, Series 2004-C8 (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

         1. The undersigned is the Controlling Class Representative.

         2. The undersigned will keep the information (the "Information")
obtained from time to time pursuant to the Pooling and Servicing Agreement
confidential (except for Information with respect to tax treatment or tax
structure), and such Information will not, without the prior written consent of
the [Trustee] [Master Servicer], be disclosed by the undersigned or by its
officers, directors, partners, employees, agents or representatives
(collectively, the "Representatives") in any manner whatsoever, in whole or in
part (other than for the purpose of communicating with the Controlling Class or
counsel); provided that the undersigned may provide all or any part of the
Information to any other person or entity that holds or is contemplating the
purchase of any Certificate or interest therein, but only if such

                                      O-1


person or entity confirms in writing such ownership interest or prospective
ownership interest and agrees to keep it confidential.

         3. The undersigned will not use or disclose the Information in any
manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of
1934, as amended, or would require registration of any Non-Registered
Certificate pursuant to Section 5 of the Securities Act.

         4. The undersigned confirms its acceptance of its appointment as
Controlling Class Representative. Notices and other correspondences should be
delivered to: [Name/ Address/ Phone/ Facsimile/ Email]. Below is a list of
officers or employees with whom parties to the Pooling and Servicing Agreement
may deal with.


        NAME              TITLE             WORK ADDRESS     FACSIMILE NUMBER
  [_____________]     [_____________]     [_____________]     [_____________]
  [_____________]     [_____________]     [_____________]     [_____________]

         To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Pooling and Servicing Agreement.

         IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.


                       [CONTROLLING CLASS REPRESENTATIVE]


                       By:
                           -----------------------------------------------------
                           Name:
                           Title:






                       By:
                           -----------------------------------------------------
                           Name:
                           Title:







                                      O-2


                                    EXHIBIT P

                      FORM OF TRUSTEE BACKUP CERTIFICATION
                           TO BE PROVIDED TO DEPOSITOR



         Re: LB-UBS Commercial Mortgage Trust 2004-C8 (the "Trust") Commercial
             Mortgage Pass-Through Certificates, Series 2004-C8 (the
             "Certificates")

         Pursuant to Section 8.15 of the Pooling and Servicing Agreement, dated
as of November 12, 2004 (the "Pooling and Servicing Agreement"), between
Structured Asset Securities Corporation II as depositor (the "Depositor"),
LaSalle Bank National Association as trustee (the "Trustee"), ABN AMRO Bank N.V.
as fiscal agent, Wachovia Bank, National Association as master servicer (the
"Master Servicer") and Lennar Partners, Inc. as special servicer (the "Special
Servicer"), relating to the Certificates, the undersigned, a
____________________ of the Trustee and on behalf of the Trustee, hereby
certifies to ___________________ (the "Certifying Party") and to
____________________ as the officer executing the subject certification pursuant
to the Sarbanes-Oxley Act of 2002 (the "Certifying Officer") and its partners,
representatives, affiliates, members, managers, directors, officers, employees
and agents, to the extent that the following information is within our normal
area of responsibilities and duties under the Pooling and Servicing Agreement,
and with the knowledge and intent that they will rely upon this certification,
that:

             1. I have reviewed the annual report on Form 10-K for the fiscal
   year _______, and all reports on Form 8-K filed in respect of periods
   included in the year covered by that annual report, of the Trust;

             2. Based on my knowledge, and assuming the accuracy of the
   statements required to be made in the Master Servicer Backup Certification
   and in the Special Servicer Backup Certification (in each case, to the extent
   that such statements are relevant to the statements made in this Trustee
   Backup Certification), that the information in such reports relating to
   distributions on and/or characteristics (including Certificate Principal
   Balances, Certificate Notional Amounts and Pass-Through Rates) of the
   Certificates, taken as a whole, does not contain any untrue statement of
   material fact or omit to state a material fact necessary to make the
   statements made, in light of the circumstances under which such statements
   were made, not misleading as of the last day of the period covered by the
   subject Annual Report on Form 10-K;

             3. To the best of my knowledge, the information in such reports
   relating to distributions on and/or characteristics (including Certificate
   Principal Balances, Certificate Notional Amounts and Pass-Through Rates) of
   the Certificates includes all information of such type required to be
   included in the Distribution Date Statement for the relevant period covered
   by the subject Annual Report on Form 10-K; and

             4. To the best of my knowledge, such information includes all
   Servicer Reports and Additional Designated Servicing Information provided to
   the Trustee by the Master Servicer and/or the Special Servicer hereunder.

                                      P-1


         Capitalized terms used herein and not defined shall have the respective
meanings given to them in the Pooling and Servicing Agreement.

Date:


                                      [NAME OF TRUSTEE]


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:




                                       P-2



                                    EXHIBIT Q

                  FORM OF MASTER SERVICER BACKUP CERTIFICATION
                           TO BE PROVIDED TO DEPOSITOR



         Re: LB-UBS Commercial Mortgage Trust 2004-C8 (the "Trust") Commercial
             Mortgage Pass-Through Certificates, Series 2004-C8 (the
             "Certificates")

         Pursuant to Section 8.15 of the Pooling and Servicing Agreement, dated
as of November 12, 2004 (the "Pooling and Servicing Agreement"), between
Structured Asset Securities Corporation II as depositor (the "Depositor"),
LaSalle Bank National Association as trustee (the "Trustee"), ABN AMRO Bank N.V.
as fiscal agent, Wachovia Bank, National Association as master servicer (the
"Master Servicer") and Lennar Partners, Inc. as special servicer (the "Special
Servicer"), relating to the Certificates, the undersigned, a
____________________ of the Master Servicer and on behalf of the Master
Servicer, hereby certifies to ___________________ (the "Certifying Party") and
to ____________________ as the officer executing the subject certification
pursuant to the Sarbanes-Oxley Act of 2002 (the "Certifying Officer") and its
partners, representatives, affiliates, members, managers, directors, officers,
employees and agents, to the extent that the following information is within our
normal area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that they will rely upon this
certification, that:

             1. I have reviewed all the Servicer Reports and Additional
   Designated Servicing Information delivered by the Master Servicer to the
   Trustee for the fiscal year __________;

             2. Based on my knowledge, and assuming the accuracy of the
   statements required to be made in the Special Servicer Certification (to the
   extent that such statements are relevant to the statements made in this
   Master Servicer Certification), the information in the Servicer Reports and
   Additional Designated Servicing Information delivered by the Master Servicer
   to the Trustee for such year relating to servicing information, including
   information relating to actions of the Master Servicer and/or payments and
   other collections on and characteristics of the Trust Mortgage Loans and REO
   Properties, taken as a whole, does not contain any untrue statement of
   material fact or omit to state a material fact necessary to make the
   statements made, in light of the circumstances under which such statements
   were made, not misleading as of the last day of such fiscal year;

             3. Based on my knowledge, and assuming the accuracy of the
   statements required to be made in the Special Servicer Certification (to the
   extent that such statements are relevant to the statements made in this
   Master Servicer Certification), the information in the Servicer Reports and
   Additional Designated Servicing Information delivered by the Master Servicer
   to the Trustee for such year relating to servicing information, including
   information relating to actions of the Master Servicer and/or payments and
   other collections on and characteristics of the Trust Mortgage Loans and REO
   Properties, includes all information of such type required to be provided by
   the Master Servicer to the Trustee under the Pooling and Servicing Agreement
   for such year;

                                      Q-1


             4. I am responsible for reviewing the activities performed by the
   Master Servicer under the Pooling and Servicing Agreement and, based upon the
   review required under the Pooling and Servicing Agreement, and except as
   disclosed in the Annual Performance Certification delivered by the Master
   Servicer for such year, the Master Servicer has fulfilled its obligations
   under the Pooling and Servicing Agreement; and

             5. I have disclosed to the accountants that are to deliver the
   Annual Accountants' Report in respect of the Master Servicer with respect to
   such year all significant deficiencies relating to the Master Servicer's
   compliance with the minimum servicing standards in accordance with a review
   conducted in compliance with the Uniform Single Attestation Program for
   Mortgage Bankers or similar standard as set forth in the Pooling and
   Servicing Agreement.

         The foregoing certifications under clauses 2. and 3. above assume that
the following sections and parts of the Prospectus Supplement did not, as of the
date thereof or as of the Closing Date, contain any untrue statement of a
material fact regarding the Mortgage Loan Seller Matters (as defined below) or
omit to state any material fact regarding the Mortgage Loan Seller Matters
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading: "Summary of Prospectus
Supplement--The Underlying Mortgage Loans and the Mortgaged Real Properties",
"Risk Factors--Risks Related to the Underlying Mortgage Loans" and "Description
of the Mortgage Pool" and Annex A-1, Annex A-2, Annex A-3, Annex A-4 and Annex B
to the Prospectus Supplement. "Mortgage Loan Seller Matters" as used in the
preceding sentence shall mean the description of the Mortgage Loans, the
Mortgaged Properties and the Mortgagors. In addition, notwithstanding the
foregoing certifications under clauses 2. and 3. above, the Master Servicer does
not make any certification under such clauses 2. and 3. above with respect to
the information in the Servicer Reports and Additional Designated Servicing
Information delivered by the Master Servicer to the Trustee referred to in such
clauses 2. and 3. above that is in turn dependent upon information provided by
(other than, if and to the extent such information has been provided by such
party, the certification under clause 3. above) (a) the Special Servicer under
the Pooling and Servicing Agreement, beyond the corresponding certification
actually provided by the Special Servicer, (b) the Grace Building Master
Servicer pursuant to the Grace Building Servicing Agreement, beyond the
corresponding certification actually provided by such Grace Building Master
Servicer, and/or (c) the Meriden Mall Master Servicer pursuant to the Meriden
Mall Servicing Agreement, beyond the corresponding certification actually
provided by such Meriden Mall Master Servicer; provided, that this clause (c)
shall not apply if the Meriden Mall Master Servicer is the same entity as, or is
an Affiliate of, the Master Servicer. Further, notwithstanding the foregoing
certifications, the Master Servicer does not make any certification under the
foregoing clauses 1. through 5. that is in turn dependent upon information
required to be provided by any Sub-Servicer identified on Exhibit K to the
Pooling and Servicing Agreement, acting under a Sub-Servicing Agreement that the
Master Servicer entered into in connection with the issuance of the
Certificates, or upon the performance by any such Sub-Servicer of its
obligations pursuant to any such Sub-Servicing Agreement, in each case beyond
the respective backup certifications actually provided by such Sub-Servicer to
the Master Servicer with respect to the information that is the subject of such
certification.

                                      Q-2


         Capitalized terms used herein and not defined shall have the respective
meanings given to them in the Pooling and Servicing Agreement.

Date:


                            [NAME OF MASTER SERVICER]


                             By:
                                 -----------------------------------------------
                                 Name:
                                 Title:






                                      Q-3



                                    EXHIBIT R

                  FORM OF SPECIAL SERVICER BACKUP CERTIFICATION
                           TO BE PROVIDED TO DEPOSITOR



         Re: LB-UBS Commercial Mortgage Trust 2004-C8 (the "Trust") Commercial
             Mortgage Pass-Through Certificates, Series 2004-C8 (the
             "Certificates")

         Pursuant to Section 8.15 of the Pooling and Servicing Agreement, dated
as of November 12, 2004 (the "Pooling and Servicing Agreement"), between
Structured Asset Securities Corporation II as depositor (the "Depositor"),
LaSalle Bank National Association as trustee (the "Trustee"), ABN AMRO Bank N.V.
as fiscal agent, Wachovia Bank, National Association as master servicer (the
"Master Servicer") and Lennar Partners, Inc. as special servicer (the "Special
Servicer"), relating to the Certificates, the undersigned, a
____________________ of the Special Servicer and on behalf of the Special
Servicer, hereby certifies to ___________________ (the "Certifying Party") and
to ____________________ as the officer executing the subject certification
pursuant to the Sarbanes-Oxley Act of 2002 (the "Certifying Officer") and its
partners, representatives, affiliates, members, managers, directors, officers,
employees and agents, to the extent that the following information is within our
normal area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that they will rely upon this
certification, that:

         1. I have reviewed all the Servicer Reports and Additional Designated
Servicing Information delivered by the Special Servicer to the Master Servicer
and/or the Trustee for the fiscal year ______________ as to the special
servicing by the Special Servicer of specially serviced mortgage loans (the
"Specially Serviced Mortgage Loans") or real properties owned by the Trust that
were acquired through foreclosure of loans as to which the Special Servicer has
servicing responsibilities ("REO Properties");

         2. To the best of my knowledge, the information in the Servicer Reports
and Additional Designated Servicing Information delivered to the Master Servicer
and/or the Trustee for such year relating to servicing information in respect of
Specially Serviced Mortgage Loans and REO Properties, in each case, including
information relating to actions of the Special Servicer and/or payments and
other collections on and characteristics of the Specially Serviced Mortgage
Loans and the REO Properties, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading as of the last day of such fiscal year;

         3. To the best of my knowledge, the information in the Servicer Reports
and Additional Designated Servicing Information delivered to the Master Servicer
and/or the Trustee for such year relating to servicing information in respect of
Specially Serviced Mortgage Loans and REO Properties, in each case, including
information relating to actions of the Special Servicer and/or payments and
other collections on and characteristics of the Specially Serviced Mortgage
Loans and the REO Properties, includes all information of such type required to
be provided by the Special Servicer to the Trustee and the Master Servicer under
the Pooling and Servicing Agreement;

                                      R-1


         4. I am responsible for reviewing the activities performed by the
Special Servicer under the Pooling and Servicing Agreement, and based upon the
review required by the Pooling and Servicing Agreement, and except as disclosed
in the Annual Performance Certification delivered by the Special Servicer for
such year, the Special Servicer has fulfilled its obligations under the Pooling
and Servicing Agreement; and

         5. I have disclosed to the certified public accountants that are to
deliver the Annual Accountants Report in respect of the Special Servicer
required by the Pooling and Servicing Agreement with respect to such year all
significant deficiencies (of which I have knowledge after due inquiry) relating
to the Special Servicer's compliance with the minimum servicing standards in
order to enable them to conduct a review in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar standard as set forth in the
Pooling and Servicing Agreement.

         The statements in this Certificate are limited to information regarding
the Special Servicer and the Special Servicer's activities under the Pooling and
Servicing Agreement. This Certification does not relate to information in the
Servicer Reports and Additional Designated Servicing Information relating to any
other person or any other topic.

         Capitalized terms used herein and not defined shall have the respective
meanings given to them in the Pooling and Servicing Agreement.

Date:


                                      [NAME OF SPECIAL SERVICER]


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:




                                       R-2


                                    EXHIBIT S

                FORM OF THE GRACE BUILDING MASTER SERVICER NOTICE


                                     [Date]


Wachovia Bank, National Association
   as the Grace Building Master Servicer
8739 Research Drive-URP4
Charlotte, North Carolina 28262-1075

Wachovia Bank, National Association
   as the Grace Building Special Servicer
8739 Research Drive-URP4
Charlotte, North Carolina 28262-1075

Attention:  LB-UBS Commercial Mortgage Trust 2004-C8

         Re: Co-Lender Agreement, dated as of June 18, 2004 (the "Grace Building
             Co-Lender Agreement") among JPMorgan Chase Bank, as initial Note A1
             Lender, Lehman Brothers Bank, FSB, as initial Note A2 Lender,
             Morgan Stanley Mortgage Capital Inc., as initial Note A3 and Note
             A4 Lender, JPMorgan Chase Bank, as initial Note B1 Lender, Lehman
             Brothers Bank, FSB, as initial Note B2 Lender, and Morgan Stanley
             Mortgage Capital Inc. as initial Note B3 and Note B4 Lender,
             relating to the Grace Building Mortgage Loan (as defined below).

Ladies and Gentlemen:

         This notice is being delivered to you in connection with the Grace
Building Co-Lender Agreement and pursuant to Section 3.02(c) and Section 6.11(c)
of the Pooling and Servicing Agreement dated as of November 12, 2004 (the
"Agreement") between Structured Asset Securities Corporation II, as depositor,
Wachovia Bank, National Association, as master servicer (the "Master Servicer";
which term includes any successor entity under the Agreement), Lennar Partners,
Inc., as special servicer, LaSalle Bank National Association, as trustee (the
"Trustee", which term includes any successor entity under the Agreement), and
ABN AMRO Bank N.V. as fiscal agent, which Agreement relates to the issuance of
the LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage Pass-Through
Certificates, Series 2004-C8. To the extent not defined herein, the capitalized
terms used herein have the respective meanings assigned in the Agreement.

         [Notice is hereby given that as of December 2, 2004, the Closing Date
under the Agreement, the Trustee is the holder of the Grace Building Mortgage
Loan (as defined in the Agreement), which is identified as the Note A1 Mortgage
Loan under, and is represented by Note A1 as defined in, the Grace Building
Co-Lender Agreement and, in that capacity, the Trustee assumes the rights and
obligations of the Note A1 Lender under the Grace Building Co-Lender Agreement.]

                                      S-1


         [You are hereby directed to remit to the Master Servicer all amounts
payable to the Note A1 Lender under the Grace Building Co-Lender Agreement and
the Grace Building Servicing Agreement, to the following account:

         Account: [Pool Custodial Account]

         Account #: [_______]

         Title: [Wachovia Bank, National Association [OR THE NAME OF ANY
SUCCESSOR MASTER SERVICER], as Master Servicer, on behalf of LaSalle Bank
National Association [OR THE NAME OF ANY SUCCESSOR TRUSTEE], as Trustee, in
trust for the registered holders of LB-UBS Commercial Mortgage Trust 2004-C8,
Commercial Mortgage Pass-Through Certificates, Series 2004-C8, Pool Custodial
Account]

         Location: [Wachovia Bank, National Association]]

         [You are hereby further directed to forward, deliver, or otherwise make
available to the Master Servicer, all reports, statements, documents,
communications and other information that are to be forwarded, delivered or
otherwise made available to the Note A Lenders under the Grace Building
Co-Lender Agreement and the Grace Building Servicing Agreement, to the
following: [address/facsimile/email address/telephone number] ]

         [Please also be advised that the initial Controlling Class
Representative (as identified under Section 6.09(b) of the Agreement) is, to the
fullest extent permitted under the Grace Building Co-Lender Agreement, entitled
to exercise any rights and powers of the Trustee, in its capacity as Note A
Lender, under Section 3.1.2 [and Section 3.6] of the Grace Building Co-Lender
Agreement.]

         [Please also be advised that a new controlling Controlling Class
Representative has been appointed in accordance with Section 6.09(b) of the
Agreement, which new Controlling Class Representative is
_________________________ [include notice information] and such party is, to the
fullest extent permitted under the Grace Building Co-Lender Agreement, entitled
to exercise any rights and powers of the Trustee, in its capacity as Note A
Lender, under Section 3.02 of the Grace Building Co-Lender Agreement.]


                                      Very truly yours,

                                      LASALLE BANK NATIONAL ASSOCIATION,
                                        as  Trustee


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:





                                      S-2




                   FORM OF MERIDEN MALL MASTER SERVICER NOTICE


                                     [Date]


Lennar Partners, Inc.
   as Meriden Mall Master Servicer
1601 Washington Avenue, Suite 800
Miami, Florida  33139

Lennar Partners, Inc.
   as Meriden Mall Special Servicer
1601 Washington Avenue, Suite 800
Miami Beach, Florida  33139

[MERIDEN MALL NON-TRUST MORTGAGE LOAN NOTEHOLDERS]

Attention:  LB-UBS Commercial Mortgage Trust 2004-C8

         Re: Co-Lender Agreement, dated as of May 11, 2004 (the "Meriden Mall
             Co-Lender Agreement") among Lehman Brothers Holdings Inc., as
             initial Note A1 Lender, LaSalle Bank National Association, as
             initial Note B Lender, First Union National Bank, as initial master
             servicer, and LaSalle Bank National Association, as initial
             custodian, relating to the Meriden Mall Mortgage Loan (as defined
             below).

Ladies and Gentlemen:

         This notice is being delivered to you in connection with the Meriden
Mall Co-Lender Agreement and pursuant to Section 3.02(c) and Section 6.11(c) of
the Pooling and Servicing Agreement dated as of November 12, 2004 (the
"Agreement") between Structured Asset Securities Corporation II, as depositor,
Wachovia Bank, National Association, as master servicer (the "Master Servicer";
which term includes any successor entity under the Agreement), Lennar Partners,
Inc., as special servicer, LaSalle Bank National Association, as trustee (the
"Trustee", which term includes any successor entity under the Agreement), and
ABN AMRO Bank N.V. as fiscal agent, which Agreement relates to the issuance of
the LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage Pass-Through
Certificates, Series 2004-C8. To the extent not defined herein, the capitalized
terms used herein have the respective meanings assigned in the Agreement.

         [Notice is hereby given that as of December 2, 2004, the Closing Date
under the Agreement, the Trustee is the holder of the Meriden Mall Mortgage Loan
(as defined in the Agreement), which is identified as the Note A1 Mortgage Loan
under, and is represented by Note A1 as defined in, the Meriden Mall Co-Lender
Agreement and, in that capacity, the Trustee assumes the rights and obligations
of the Note A1 Lender under the Meriden Mall Co-Lender Agreement.]


                                      S-3


         [You are hereby directed to remit to the Master Servicer all amounts
payable to the Note A1 Lender under the Meriden Mall Co-Lender Agreement and the
Meriden Mall Servicing Agreement, to the following account:

         Account: [Pool Custodial Account]

         Account #: [_______]

         Title: [Lennar Partners, Inc. [OR THE NAME OF ANY SUCCESSOR MASTER
SERVICER], as Master Servicer, on behalf of LaSalle Bank National Association
[OR THE NAME OF ANY SUCCESSOR TRUSTEE], as Trustee, in trust for the registered
holders of LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage
Pass-Through Certificates, Series 2004-C8, Pool Custodial Account]

         Location: [Lennar Partners, Inc.]]

         [You are hereby further directed to forward, deliver, or otherwise make
available to the Master Servicer, all reports, statements, documents,
communications and other information that are to be forwarded, delivered or
otherwise made available to the Note A1 Lender under the Meriden Mall Co-Lender
Agreement and the Meriden Mall Servicing Agreement, to the following:
[address/facsimile/email address/telephone number]]

         [Please also be advised that the initial Controlling Class
Representative (as identified under Section 6.09(b) of the Agreement) is, to the
fullest extent permitted under the Meriden Mall Co-Lender Agreement, entitled to
exercise any rights and powers of the Trustee, in its capacity as Note A1
Lender, under Section 3.02 of the Meriden Mall Co-Lender Agreement.]


         [Please also be advised that a new Controlling Class Representative has
been appointed in accordance with Section 6.09(b) of the Agreement, which new
Controlling Class Representative is _________________________ [include notice
information] and such party is, to the fullest extent permitted under the
Meriden Mall Co-Lender Agreement, entitled to exercise any rights and powers of
the Trustee, in its capacity as Note A1 Lender, under Section 3.02 of the
Meriden Mall Co-Lender Agreement.]


                                      Very truly yours,

                                      LASALLE BANK NATIONAL ASSOCIATION,
                                        as  Trustee


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:













                                      S-4