EXECUTION COPY

                        MORTGAGE LOAN PURCHASE AGREEMENT

          Mortgage Loan Purchase Agreement, dated as of August 15, 2005 (the
"Agreement"), between UBS Real Estate Investments Inc. (together with its
successors and permitted assigns hereunder, the "Seller"), UBS Principal Finance
LLC, as an additional party responsible for the Seller's obligations hereunder
(in such capacity, together with its successors and permitted assigns hereunder,
the "Additional Party"), and Structured Asset Securities Corporation II
(together with its successors and permitted assigns hereunder, the "Purchaser").

          The Seller intends to sell and the Purchaser intends to purchase
certain multifamily and commercial mortgage loans (collectively, the "Mortgage
Loans") as provided herein. The Purchaser intends to deposit the Mortgage Loans,
together with certain other multifamily and commercial mortgage loans (the
"Other Loans"; and, together with the Mortgage Loans, the "Securitized Loans"),
into a trust fund (the "Trust Fund"), the beneficial ownership of which will be
evidenced by multiple classes (each, a "Class") of mortgage pass-through
certificates (the "Certificates") to be identified as the LB-UBS Commercial
Mortgage Trust 2005-C5, Commercial Mortgage Pass-Through Certificates, Series
2005-C5. One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to the Trust Fund. The Certificates will be
issued pursuant to a Pooling and Servicing Agreement dated as of August 11, 2005
(the "Pooling and Servicing Agreement"), between the Purchaser, as depositor,
Wachovia Bank, National Association, as master servicer (the "Master Servicer"),
LNR 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. Capitalized terms used but not defined herein have the respective
meanings set forth in the Pooling and Servicing Agreement, as in effect on the
Closing Date.

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

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

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

          SECTION 1. Agreement to Purchase.

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



pursuant to the terms hereof. The Mortgage Loans will have an aggregate
principal balance of $553,190,837 (the "Initial UBS Pool Balance") as of the
close of business on the Cut-off Date, after giving effect to any and all
payments of principal due thereon on or before such date, whether or not
received. The purchase and sale of the Mortgage Loans shall take place on August
25, 2005 or such other date as shall be mutually acceptable to the parties
hereto (the "Closing Date"). The consideration for the Mortgage Loans shall
consist of: (A) a cash amount equal to a percentage (mutually agreed upon by the
parties hereto) of the Initial UBS Pool Balance, plus interest accrued on each
Mortgage Loan at the related Mortgage Rate (net of the related Administrative
Cost Rate), for the period from and including August 11, 2005 up to but not
including the Closing Date, which cash amount shall be paid to the Seller or its
designee by wire transfer in immediately available funds (or by such other
method as shall be mutually acceptable to the parties hereto) on the Closing
Date; and (B) a 23.59960% Percentage Interest in each Class of Residual Interest
Certificates (all such Residual Interest Certificates, the "Seller's Residual
Interest Certificates").

          SECTION 2. Conveyance of Mortgage Loans.

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

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

          (c) On or before the Closing Date, the Seller shall, on behalf of the
initial Purchaser, deliver to and deposit with (i) the Trustee or a Custodian
appointed thereby, a Mortgage File for each Mortgage Loan in accordance with the
terms of, and conforming to the requirements set forth in, the Pooling and
Servicing Agreement, with copies of each Mortgage File to be delivered by the
Trustee to, upon request, the Master Servicer (at the expense of the Trustee),
within 10 Business Days of such request; and (ii) the Master Servicer (or, at
the direction of the Master Servicer, to the appropriate Sub-Servicer) or, in
the case of an Outside Serviced Trust Mortgage Loan, the applicable Outside
Servicer, all unapplied Escrow Payments and Reserve Funds in the possession or
under the control of the Seller that relate to the Mortgage Loans.

          (d) The Seller shall retain, with respect to each Mortgage Loan
(except in the case of an Outside Serviced Trust Mortgage Loan), an Independent
third party (the "Recording/Filing Agent"), through which it shall: (i) as and
in the manner provided in the Pooling and Servicing Agreement (and in any event
within 45 days following the later of the Closing Date and the date on which all
necessary recording or filing, as applicable, information is available to the
subject Recording/Filing Agent), submit for recording or filing, as the case may
be, in the appropriate public office for real property records or


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UCC Financing Statements, as applicable (A) each related assignment of Mortgage
and assignment of Assignment of Leases in favor of, and delivered under clause
(a)(iv) of the definition of "Mortgage File" to, the Trustee, and (B) solely
with respect to nursing facilities and hospitality properties (identified on
Schedule VI to the Pooling and Servicing Agreement), each related assignment of
UCC Financing Statement, in favor of, and delivered under clause (a)(iv) of the
definition of "Mortgage File" to, the Trustee; and (ii) cause each such
assignment of Mortgage, assignment of Assignment of Leases and assignment of UCC
Financing Statement to be delivered to the Trustee following its return by the
appropriate public office for real property records or UCC Financing Statements,
as applicable, with copies of any such returned assignments to be delivered by
the Trustee to the Master Servicer, at the expense of the Seller, at least every
90 days after the Closing Date (or at additional times upon the request of the
Master Servicer if reasonably necessary for the ongoing administration and/or
servicing of the related Mortgage Loan by the Master Servicer); provided that,
in those instances where the public recording office retains the original
assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall
obtain a certified copy of the recorded original. Notwithstanding the foregoing,
the Seller may request the Trustee to submit for recording or filing, as
applicable, any of the assignments of Mortgage, assignments of Assignment of
Leases or assignments of UCC Financing Statements referred to in this paragraph,
and in such event, the Seller shall cause any such unrecorded or unfiled
document to be delivered to the Trustee.

          If any such assignment of Mortgage, assignment of Assignment of Leases
and/or assignment of UCC Financing Statement referred to in the preceding
paragraph is lost or returned unrecorded or unfiled, as the case may be, because
of a defect therein, then the Seller shall prepare or cause the preparation of a
substitute therefor or cure such defect, as the case may be, and the Seller
shall deliver such substitute or corrected document or instrument to the Trustee
(or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing
Agreement, to the then holder of such Mortgage Loan).

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

          (e) With respect to any Mortgage Loan (other than an Outside Serviced
Trust Mortgage Loan), the following documents (other than any document that
constitutes part of the Mortgage File for such Mortgage Loan): copies of any
final appraisal, final survey, final engineering report, final environmental
report, opinion letters of counsel to the related mortgagor delivered in
connection with the closing of such Mortgage Loan, escrow agreements,
organization documentation for the related mortgagor, organizational
documentation for any related guarantor or indemnitor, if the related guarantor
or indemnitor is an entity, insurance certificates, leases for tenants
representing 25% or more of the annual income with respect to the related
Mortgaged Property, final seismic report and property management agreements, but
in each case, only if the subject document (a) was in fact obtained in
connection with the origination of such Mortgage Loan, (b) relates to the
administration or servicing of such Mortgage Loan, (c) is reasonably necessary
for the ongoing administration and/or servicing of such Mortgage Loan by the
Master Servicer or Special Servicer in connection with its duties under the
Pooling and Servicing Agreement, and (d) is in the possession or under the
control of the Seller shall, within 45 days of the Closing Date, be delivered or
caused to be delivered by the Seller to the Master


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Servicer (or, at the direction of the Master Servicer, to the applicable
Sub-Servicer); provided that the Seller shall not 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.

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

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

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

          (i) In addition, on the Closing Date, the Seller shall deliver to the
Master Servicer for deposit in the Pool Custodial Account the Initial Deposits,
if any, relating to the Mortgage Loans.

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

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


                                      -4-



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

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

               (iii) The execution and delivery of this Agreement by the
     Representing Party and the Representing Party's performance and compliance
     with the terms of this Agreement will not (A) violate the Representing
     Party's organizational documents, (B) violate any law or regulation or any
     administrative decree or order to which the Representing Party is subject,
     or (C) constitute a default (or an event which, with notice or lapse of
     time, or both, would constitute a default) under, or result in the breach
     of, any material contract, agreement or other instrument to which the
     Representing Party is a party or by which the Representing Party is bound.

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

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

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


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

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

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

               (i) Under generally accepted accounting principles ("GAAP") and
     for federal income tax purposes, the Seller will report the transfer of the
     Mortgage Loans to the Purchaser, as provided herein, as a sale of the
     Mortgage Loans to the Purchaser in exchange for the consideration specified
     in Section 1 hereof. In connection with the foregoing, the Seller shall
     cause all of its records to reflect such transfer as a sale (as opposed to
     a secured loan). The consideration received by the Seller upon the sale of
     the Mortgage Loans to the Purchaser will constitute at least reasonably
     equivalent value and fair consideration for the Mortgage Loans. The Seller
     will be solvent at all relevant times prior to, and will not be rendered
     insolvent by, the sale of the Mortgage Loans to the Purchaser. The Seller
     is not selling the Mortgage Loans to the Purchaser with any intent to
     hinder, delay or defraud any of the creditors of the Seller. After giving
     effect to its transfer of the Mortgage Loans to the Purchaser, as provided
     herein, the value of the Seller's assets, either taken at their present
     fair saleable value or at fair valuation, will exceed the amount of the
     Seller's debts and obligations, including contingent and unliquidated debts
     and obligations of the Seller, and the Seller will not be left with
     unreasonably small assets or capital with which to engage in and conduct
     its business. The Mortgage Loans do not constitute all or substantially all
     of the assets of the Seller. The Seller does not intend to, and does not
     believe that it will, incur debts or obligations beyond its ability to pay
     such debts and obligations as they mature.

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

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


                                      -6-



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

               (v) Neither the Seller nor anyone acting on its behalf has (A)
     offered, transferred, pledged, sold or otherwise disposed of any Seller's
     Residual Interest Certificate, any interest in a Seller's Residual Interest
     Certificate or any other similar security to any person in any manner, (B)
     solicited any offer to buy or accept a transfer, pledge or other
     disposition of any Seller's Residual Interest Certificate, any interest in
     a Seller's Residual Interest Certificate or any other similar security from
     any person in any manner, (C) otherwise approached or negotiated with
     respect to any Seller's Residual Interest Certificate, any interest in a
     Seller's Residual Interest Certificate or any other similar security with
     any person in any manner, (D) made any general solicitation by means of
     general advertising or in any other manner, or (E) taken any other action,
     that (in the case of any of the acts described in clauses (A) through (E)
     above) would constitute a distribution of the Seller's Residual Interest
     Certificates under the Securities Act, would render the disposition of the
     Seller's Residual Interest Certificates a violation of Section 5 of the
     Securities Act or any state securities law or would require registration or
     qualification of the Seller's Residual Interest Certificates pursuant
     thereto. The Seller will not act, nor has it authorized nor will it
     authorize any person to act, in any manner set forth in the foregoing
     sentence with respect to the Seller's Residual Interest Certificates, any
     interest in the Seller's Residual Interest Certificates or any other
     similar security.

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

               (vii) The Seller is either (a) a "qualified institutional buyer"
     within the meaning of Rule 144A under the Securities Act or (b) an
     "accredited investor" as defined in any of paragraphs (1), (2), (3) and (7)
     of Rule 501(a) under the Securities Act or an entity in which all its
     equity owners are "accredited investors" as defined in such paragraphs and
     has such knowledge and experience in financial and business matters as to
     be capable of evaluating the merits and risks of an investment in the
     Seller's Residual Interest Certificates. The Seller has sought such
     accounting, legal and tax advice as it has considered necessary to make an
     informed investment decision; and the Seller is able to bear the economic
     risks of such an investment and can afford a complete loss of such
     investment.

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

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


                                      -7-



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

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

          SECTION 4. Representations and Warranties of the Purchaser.

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

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

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

               (iii) The execution and delivery of this Agreement by the
     Purchaser and the Purchaser's performance and compliance with the terms of
     this Agreement will not (A) violate the Purchaser's organizational
     documents, (B) violate any law or regulation or any administrative decree
     or order to which the Purchaser is subject or (C) constitute a default (or
     an event which, with notice or lapse of time, or both, would constitute a
     default) under, or result in the breach of, any material contract,
     agreement or other instrument to which the Purchaser is a party or by which
     the Purchaser is bound.

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

               (v) Under GAAP and for federal income tax purposes, the Purchaser
     will report the transfer of the Mortgage Loans by the Seller to the
     Purchaser, as provided herein, as a


                                      -8-



     sale of the Mortgage Loans to the Purchaser in exchange for the
     consideration specified in Section 1 hereof.

          SECTION 5. Notice of Breach; Cure; Repurchase.

          (a) If the Seller receives written notice with respect to any Mortgage
Loan (i) that any document constituting a part of clauses (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 or is missing (a "Document
Defect") or (ii) of a breach of any of the Seller's representations and
warranties made pursuant to Section 3(b) hereof (each such breach, a "Breach")
relating to any Mortgage Loan, and such Document Defect or Breach materially and
adversely affects the value of the Mortgage Loan at the time of such notice,
then such Document Defect shall constitute a "Material Document Defect" or such
Breach shall constitute a "Material Breach", as the case may be. Then, following
receipt of a Seller/Depositor Notification with respect to such Material
Document Defect or Material Breach, as the case may be, the Seller shall
(subject to Sections 5(f), (g) and (h)), (A) not later than 90 days after (1)
the Seller and the Purchaser have agreed upon the existence of such Material
Document Defect or Material Breach or (2) a court of competent jurisdiction
makes a final non-appealable determination that a Material Document Defect or
Material Breach exists or (B) in the case of a Material Document Defect or
Material Breach that affects whether a Mortgage Loan was, as of the Closing
Date, is or will continue to be a "qualified mortgage" within the meaning of the
REMIC Provisions (a "Qualified Mortgage"), not later than 90 days following the
discovery by any party of such Material Document Defect or Material Breach
(either such 90-day period, in the case of (A) or (B), as applicable, an
"Initial Resolution Period"): (i) cure such Material Document Defect or Material
Breach, as the case may be, in all material respects (which cure shall include
payment of any out-of-pocket expenses that are reasonably incurred and directly
attributable to pursuing such a claim based on such Material Document Defect or
Material Breach associated therewith), or (ii) if such Material Document Defect
or Material Breach, as the case may be, cannot be cured within the Initial
Resolution Period, repurchase the affected Mortgage Loan (or the related
Mortgaged Property) from, and in accordance with the directions of, the
Purchaser or its designee, at a price equal to the Purchase Price; provided that
if (a) such Material Breach or Material Document Defect, as the case may be, is
capable of being cured but not within the applicable Initial Resolution Period,
(b) any such Material Breach or Material Document Defect, as the case may be,
does not affect whether the Mortgage Loan was, as of the Closing Date, is or
will continue to be a Qualified Mortgage, (c) the Seller has commenced and is
diligently proceeding with the cure of such Material Breach or Material Document
Defect, as the case may be, within the applicable Initial Resolution Period, and
(d) the Seller shall have delivered to the Purchaser a certification executed on
behalf of the Seller by an officer thereof confirming that such Material Breach
or Material Document Defect, as the case may be, is not capable of being cured
within the applicable Initial Resolution Period, setting forth what actions the
Seller is pursuing in connection with the cure thereof and stating that the
Seller anticipates that such Material Breach or Material Document Defect, as the
case may be, will be cured within an additional period not to exceed 90 days
beyond the end of the Initial Resolution Period, then the Seller shall have such
additional 90-day period (the "Resolution Extension Period"), to complete such
cure or, failing such, to repurchase the affected Mortgage Loan (or the related
Mortgaged Property); and provided, further, that, if any such Material Document
Defect is still not cured after the Initial Resolution Period and any such
Resolution Extension Period solely due to the failure of the Seller to have
received a recorded document, then the Seller shall be entitled to continue to
defer its cure and repurchase obligations in respect of such Material Document
Defect so long as the Seller certifies to the Purchaser every six months
thereafter that the Material Document Defect is still in effect solely because


                                      -9-



of its failure to have received the recorded document and that the Seller is
diligently pursuing the cure of such defect (specifying the actions being
taken). The parties acknowledge that neither delivery of a certification or
schedule of exceptions to the Seller pursuant to Section 2.02(b) of the Pooling
and Servicing Agreement or otherwise nor possession of such certification or
schedule by the Seller shall, in and of itself, constitute delivery of notice of
any Material Document Defect or Material Breach or knowledge or awareness by the
Seller of any Material Document Defect or Material Breach.

          If, during the period of deferral by the Seller of its cure and
repurchase obligations as contemplated by the last proviso of the penultimate
sentence of the preceding paragraph, the Mortgage Loan that is the subject of
the Material Document Defect either becomes a Specially Serviced Mortgage Loan
or becomes the subject of a proposed or actual assumption of the obligations of
the related Mortgagor under such Mortgage Loan, then, following receipt by the
Seller of a Seller/Depositor Notification providing notice of such event, the
Seller shall cure the subject Material Document Defect within the time period
specified in such Seller/Depositor Notification. If, upon the expiration of such
period, the Seller has failed to cure the subject Material Document Defect, the
Master Servicer or the Special Servicer, as applicable, shall be entitled (but
not obligated) to perform the obligations of the Seller with respect to curing
the subject Material Document Defect and, in the event of such an election, the
Seller shall pay all reasonable actual out-of-pocket costs and expenses in
connection with the applicable servicer's effecting such cure.

          (b) [Reserved]

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


                                      -10-



Cross-Collateralized Group, and (ii) the application of remedies, such
Cross-Collateralized Group shall be treated as a single Mortgage Loan.

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

          (e) Any repurchase of a Mortgage Loan pursuant to this Section 5 shall
be on a whole loan, servicing released basis. The Seller and the Additional
Party shall have no obligation to monitor the Mortgage Loans regarding the
existence of a Breach or Document Defect. It is understood and agreed that the
obligations of the Seller set forth in this Section 5 constitute the sole
remedies available to the Purchaser with respect to any Breach or Document
Defect.

          (f) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of the Seller set forth
in, or made pursuant to, paragraph (xlviii) of Exhibit B to this Agreement,
specifically relating to whether or not the Mortgage Loan documents or any
particular Mortgage Loan document for any Mortgage Loan requires the related
Mortgagor to bear the reasonable costs and expenses associated with the subject
matter of such representation or warranty, as set forth in such representation
or warranty, then the Purchaser or its designee will direct the Seller in
writing to wire transfer to the Custodial Account, within 90 days of receipt of
such direction, the amount of any such reasonable costs and expenses incurred by
the Trust that (i) are due from the Mortgagor, (ii) otherwise would have been
required to be paid by the Mortgagor if such representation or warranty with
respect to such costs and expenses had in fact been true, as set forth in the
related representation or warranty, (iii) have not been paid by the Mortgagor,
(iv) are the basis of such Breach and (v) constitute "Covered Costs". Upon
payment of such costs, the Seller shall be deemed to have cured such Breach in
all respects. Provided that such payment is made, this paragraph describes the
sole remedy available to the Purchaser regarding any such Breach, regardless of
whether it constitutes a Material Breach, and the Seller shall not be obligated
to otherwise cure such Breach or repurchase the affected Mortgage Loan under any
circumstances. Amounts deposited in the Pool Custodial Account pursuant to this
paragraph shall constitute "Liquidation Proceeds" for all purposes of the
Pooling and Servicing Agreement (other than Section 3.11(c) of the Pooling and
Servicing Agreement).

          (g) Subject to Section 5(f) and the last three sentences of this
paragraph, if the Seller determines that a Material Breach (other than a
Material Breach of a representation or warranty on the part of the Seller set
forth in and made pursuant to paragraph (xvii) of Exhibit B to this Agreement)
or a Material Document Defect with respect to a Mortgage Loan is not capable of
being cured in accordance with Section 5(a) hereof, then in lieu of repurchasing
such Mortgage Loan the Seller may, at its sole option, pay a cash amount equal
to the loss of value (each such payment, a "Loss of Value Payment") with respect
to such Mortgage Loan, which loss of value is directly attributed to such
Material Breach or Material Document Defect, as the case may be. The amount of
each such Loss of Value Payment shall


                                      -11-



be determined either (i) by mutual agreement of the Special Servicer on behalf
of the Trust with respect to the subject Material Breach or Material Document
Defect, as the case may be, and the Seller, or (ii) by judicial decision;
provided that, in the event there is a legal action for determining the
existence of a Material Breach or a Material Document Defect with respect to any
Mortgage Loan, such legal action must also include a determination of the amount
of the loss of value to such Mortgage Loan directly attributed to such Material
Breach or such Material Document Defect, as the case may be. Provided that such
payment is made, this paragraph describes the sole remedy available to the
Purchaser regarding any such Material Breach or Material Document Defect and the
Seller shall not be obligated to otherwise cure such Material Breach or Material
Document Defect or repurchase the affected Mortgage Loan based on such Material
Breach or Material Document Defect under any circumstances. Notwithstanding the
foregoing provisions of this Section 5(g), if substantially all of the loss of
value to a Mortgage Loan was caused by a Material Breach or Material Document
Defect, which Material Breach or Material Document Defect is not capable of
being cured, this Section 5(g) shall not apply and the Seller shall be obligated
to repurchase the affected Mortgage Loan at the applicable Purchase Price in
accordance with Section 5(a). Furthermore, the Seller shall not have the option
of delivering Loss of Value Payments in connection with any Material Breach
relating to a Mortgage Loan's failure to be a Qualified Mortgage. In the event
there is a Loss of Value Payment made by the Seller in accordance with this
Section 5(g), the amount of such Loss of Value Payment shall be deposited into
the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(e)
of the Pooling and Servicing Agreement.

          In the event the amount of any Loss of Value Payment is determined by
judicial decision, then such Loss of Value Payment shall also include the
payment of any costs and expenses (including costs incurred in establishing the
amount of any related loss of value to the subject Mortgage Loan) that are: (i)
reasonably incurred in good faith by the Master Servicer, the Special Servicer
and/or the Trustee (on behalf of the Trust) in enforcing the rights of the Trust
against the Seller with respect to the subject Material Breach or Material
Document Defect, as the case may be; and (ii) directly attributable to the
enforcement of the rights of the Trust with respect to the subject Material
Breach or Material Document Defect, as the case may be; provided that, that in
the event the Seller tenders a loss of value payment in a specified amount in
connection with a Material Breach or Material Document Defect, as the case may
be, prior to the institution of legal proceedings and that offer is rejected and
an amount equal to or less than the loss of value payment originally tendered by
the Seller is ultimately determined by judicial decision to be the actual amount
of the Loss of Value Payment attributed to such Material Breach or Material
Document Defect, as the case may be, then that Loss of Value Payment shall not
include the payment of any costs or expenses incurred by the Master Servicer,
the Special Servicer and/or the Trustee in connection with the subject
litigation; provided, further, that if the Special Servicer request a loss of
value payment from the Seller of a specified amount in connection with a
Material Breach or Material Document Defect, as the case may be, and the Seller
refuses to pay that amount and an amount equal to or greater than the loss of
value payment originally requested by the Special Servicer is ultimately
determined by judicial decision to be the actual Loss of Value Payment
attributable to such Material Document Defect or Material Breach, then that Loss
of Value Payment shall also include the payment of all costs and expenses
reasonably incurred in connection with that judicial determination; and
provided, further, that, if the Seller tenders a loss of value payment in
connection with a Material Breach or Material Document Defect, as the case may
be, in a specified amount, and the Special Servicer rejects such tender and
requests a greater loss of value payment amount, and an amount in between the
respective amounts tendered and requested is ultimately determined by judicial
decision to be the actual Loss of Value Payment attributable to such Material
Breach or Material Document Defect, as the case may be, then that Loss of Value
Payment shall also include the payment of an amount equal


                                      -12-



to the product of (i) all costs and expenses reasonably incurred in connection
with that judicial determination, multiplied by (ii) a fraction, the numerator
of which is the excess of the amount determined by judicial decision over the
amount tendered by the Seller, and the denominator of which is the excess of the
amount requested by the Special Servicer over the amount tendered by the Seller.
Notwithstanding the foregoing, in the event any Loss of Value Payment is
determined by the parties hereto by mutual agreement (and not by a judicial
decision), that Loss of Value Payment shall not include any costs and expenses
incurred by the Master Servicer, the Special Servicer or the Trustee unless such
costs and expenses were specifically included in such mutual agreement.

          (h) Notwithstanding the foregoing, if there exists a Material Breach
of the representation or warranty on the part of the Seller set forth in and
made pursuant to paragraph (xvii) of Exhibit B to this Agreement, and the
subject Mortgage Loan becomes a Qualified Mortgage prior to the expiration of
the Initial Resolution Period applicable to a Material Document Defect or
Material Breach that affects whether a Mortgage Loan is a Qualified Mortgage,
and without otherwise causing an Adverse REMIC Event or an Adverse Grantor Trust
Event, then such breach will be cured and the Seller will not be obligated to
repurchase or otherwise remedy such Breach.

          SECTION 6. Obligations of the Additional Party.

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

          SECTION 7. Closing.

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

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

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

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

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


                                      -13-



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

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

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

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

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

          SECTION 8. Closing Documents.

          The Closing Documents shall consist of the following:

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

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

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

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

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


                                      -14-



Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures;

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

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

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

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

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

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

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


                                      -15-



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

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

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

          SECTION 9. Costs.

          An amount equal to 23.59960% of all reasonable out-of-pocket costs and
expenses incurred by the Seller, the initial Purchaser, the Underwriters, the
Placement Agents and the seller of the Other Loans to the Purchaser in
connection with the securitization of the Securitized Loans and the other
transactions contemplated by this Agreement, the Underwriting Agreement and the
Certificate Purchase Agreement shall be payable by the Seller.

          SECTION 10. Grant of a Security Interest.

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


                                      -16-



throughout the term of this Agreement and the Pooling and Servicing Agreement;
and, in connection with the foregoing, the Seller authorizes the Purchaser to
file any and all appropriate Uniform Commercial Code financing statements.

          SECTION 11. Notices.

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

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

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

          SECTION 13. Severability of Provisions.

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

          SECTION 14. Counterparts.

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

          SECTION 15. GOVERNING LAW; CONSENT TO JURISDICTION.

          THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO AGREEMENTS NEGOTIATED, MADE AND
TO BE PERFORMED ENTIRELY IN SAID STATE. TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAW, THE SELLER, THE ADDITIONAL PARTY AND THE PURCHASER EACH HEREBY
IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND


                                      -17-



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, TO THE FULLEST POSSIBLE EXTENT, THE DEFENSE OF AN
INCONVENIENT FORUM IN CONNECTION WITH SUCH ACTION OR PROCEEDING COMMENCED IN
SUCH NEW YORK STATE OR FEDERAL COURTS; AND (IV) AGREES THAT A FINAL JUDGMENT IN
ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW;
PROVIDED, THAT IN THE EVENT NEITHER A NEW YORK STATE NOR 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 SECTION SHALL BE DEEMED TO BE "MAY".

          SECTION 16. Further Assurances.

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

          SECTION 17. Successors and Assigns.

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

          SECTION 18. Amendments.

          No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by a duly authorized
officer of the party against whom such waiver or modification is sought to be
enforced. The Seller's and the Additional Party's obligations


                                      -18-



hereunder shall in no way be expanded, changed or otherwise affected by any
amendment of or modification to the Pooling and Servicing Agreement, unless the
Seller or the Additional Party, as applicable, has consented to such amendment
or modification in writing.


                                      -19-



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

                                SELLER

                                UBS REAL ESTATE INVESTMENTS INC.


                                By: /s/ Brad A. Cohen
                                    --------------------------------------------
                                    Name: Brad A. Cohen
                                    Title: Executive Director


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

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

                                ADDITIONAL PARTY

                                UBS PRINCIPAL FINANCE LLC


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


                                By:  /s/ Brad A. Cohen
                                    --------------------------------------------
                                    Name: Brad A. Cohen
                                    Title: Executive Director

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



                                PURCHASER

                                STRUCTURED ASSET SECURITIES CORPORATION II


                                By: /s/ David Nass
                                    --------------------------------------------
                                Name: David Nass
                                Title: Senior Vice President

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



                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE

<TABLE>

 MORTGAGE
LOAN NUMBER               PROPERTY NAME
---------------------------------------------------

          6   270 Corporate Center
         11   Palmolive Building Retail
         12   1345 Avenue of the Americas
         13   1750 Old Meadow Road
         16   One Hoyt Street
         18   Pacific Prestige Properties I DE, LLC
         19   Wedgewood II
         22   West Hartford Portfolio
         24   South Bay Office Tower
         25   Park Avenue Plaza
         26   Loch Raven Apartments
         28   Centre at Lake in the Hills
         36   Residence Inn Southington
         30   Indian Creek
         48   Residence Inn Danbury
         35   1545 Wilshire Boulevard
         38   LEM-RAY Properties I DE, LLC
         58   Courtyard Warwick
         46   9200 Mentor Avenue
         56   2024 West Sixth Street
         59   The Lodge Apartments
         63   2065 West Sixth Street
         67   Walgreens - St. Louis
         68   The Cottages
         70   Walgreens - Albuquerque
         76   RBC Centura
         73   Walgreens - Oklahoma City
         77   Walgreens - Rochester
         82   Summit Ridge Apartments
         83   Inn @ Northrup Station
         84   CVS - Montgomery
         85   CVS - Cornwall
         88   Hillcrest Estate Apartments
         91   Friendly Village of Adrian
         93   CVS - Jersey Shore
         94   CVS - Douglas
         96   Lodi Building
        100   Tim Smith Portfolio
        101   Lombard Place I DE, LLC
        105   Park Place
        111   Mallory Station III


 MORTGAGE
LOAN NUMBER                                                      ADDRESS
--------------------------------------------------------------------------------------------------------------------------

          6   20201, 20250, 20251, 20300 Century Boulevard
         11   919 North Michigan Avenue
         12   1345 Avenue of the Americas
         13   1750 Old Meadow Road
         16   One Hoyt Street
         18   Various
         19   4600 Wedgewood Boulevard
         22   1001 Farmington Avenue, 18 North Main Street, 61 South Main Street, 65 LaSalle Road and 41 North Main Street
         24   3031 Tisch Way
         25   55 East 52nd Street
         26   1710 Waverly Way
         28   101 North Randall Road
         36   778 West Street
         30   1152 Indian Run Drive
         48   22 Segar Street
         35   1545 Wilshire Boulevard
         38   Various
         58   55 Jefferson Park Road
         46   9200 Mentor Avenue
         56   2024 West 6th Street
         59   5577 Northwest 50th Street
         63   2065 West 6th Street
         67   3720 North Kingshighway
         68   1 Cottage Drive
         70   6605 4th Street Northwest
         76   Various
         73   2345 Classen Boulevard
         77   2985 Crooks Road
         82   408 Summit Ridge
         83   2025 Northwest Northrup Street
         84   3190 Zelda Court
         85   65 Quaker Avenue
         88   101 North Crestland Drive
         91   1100 South Main Street
         93   1321 Allegheny Street
         94   912 West Ward Street
         96   147 Main Street
        100   Various
        101   1304 Lombard Street
        105   3611 Maplewood Avenue
        111   390 Mallory Station Road


 MORTGAGE                                               CUT-OFF      MONTHLY P&I     MORTGAGE    REMAINING TERM
LOAN NUMBER          CITY         STATE   ZIP CODE    DATE BALANCE     PAYMENT         RATE        TO MATURITY    MATURITY-ARD
------------------------------------------------------------------------------------------------------------------------------

          6   Germantown          MD         20874   74,000,000.00    401,328.25   5.090000000              119      7/11/2015
         11   Chicago             IL         60611   52,800,000.00    325,184.83   5.530000000              120      8/11/2015
         12   New York            NY         10105   46,800,000.00    595,311.72   5.364500000              120       8/8/2015
         13   McLean              VA         22102   36,800,000.00    204,123.64   5.290000000              119      7/11/2015
         16   Brooklyn            NY         11201   32,000,000.00    144,107.41   5.330000000              120      8/11/2015
         18   San Francisco       CA       Various   27,621,000.00    144,223.82   6.180000000               60      8/11/2010
         19   Frederick           MD         21703   27,200,000.00    148,016.79   5.120000000              119      7/11/2015
         22   West Hartford       CT         06107   23,500,000.00    130,978.59   5.333000000              120      8/11/2015
         24   San Jose            CA         95128   22,478,809.97    127,752.53   5.500000000               59      7/11/2010
         25   New York            NY         10022   19,350,000.00    260,777.19   5.391100000              121       9/8/2015
         26   Baltimore           MD         21239   17,000,000.00     74,890.90   5.214000000              120      8/11/2015
         28   Lake in the Hills   IL         60156   15,200,000.00     84,878.88   5.350000000              120      8/11/2015
         36   Southington         CT         06489   10,950,000.00     63,086.24   5.632500000              120      8/11/2015
         30   Carrollton          TX         75010   14,600,000.00     65,502.29   5.310000000              120      8/11/2015
         48   Danbury             CT         06810    8,050,000.00     46,378.47   5.632500000              120      8/11/2015
         35   Los Angeles         CA         90017   11,000,000.00     62,181.01   5.460000000              120      8/11/2015
         38   San Francisco       CA       Various   10,606,000.00     55,379.52   6.180000000               60      8/11/2010
         58   Warwick             RI         02888    6,450,000.00     37,160.39   5.632500000              120      8/11/2015
         46   Mentor              OH         44060    8,400,000.00     46,734.83   5.317100000              120      8/11/2015
         56   Los Angeles         CA         90057    6,600,000.00     38,348.26   5.710000000              120      8/11/2015
         59   Oklahoma City       OK         73122    6,275,634.25     34,495.15   5.200000000              119      7/11/2015
         63   Los Angeles         CA         90057    5,500,000.00     31,956.89   5.710000000              120      8/11/2015
         67   St. Louis           MO         63115    5,418,000.00     24,353.41   5.320000000              120      8/11/2015
         68   Newnan              GA         30265    5,355,000.00     28,413.73   6.280000000              118      6/11/2015
         70   Albuquerque         NM         87107    5,300,000.00     24,181.25   5.400000000              119      7/11/2015
         76   Various             GA       Various    4,687,000.00     23,265.48   5.875000000               84      8/11/2012
         73   Oklahoma City       OK         73106    5,000,000.00     22,812.50   5.400000000              119      7/11/2015
         77   Rochester Hills     MI         48309    4,680,000.00     20,838.46   5.270000000              120      8/11/2015
         82   Oklahoma City       OK         73114    3,810,000.00     21,038.96   5.250000000              120      8/11/2015
         83   Portland            OR         97209    3,800,000.00     24,460.23   5.990000000              120      8/11/2015
         84   Montgomery          AL         36106    3,591,000.00     16,748.02   5.520000000              121      9/11/2015
         85   Cornwall            NY         12518    3,587,000.00     17,214.28   5.680000000              119      7/11/2015
         88   Norman              OK         73071    3,425,000.00     18,912.98   5.250000000              120      8/11/2015
         91   Adrian              MI         49221    3,200,000.00     18,229.53   5.530000000              120      8/11/2015
         93   Jersey Shore        PA         17740    3,178,000.00     14,419.07   5.370000000              120      8/11/2015
         94   Douglas             GA         31533    3,100,000.00     14,353.29   5.480000000              120      8/11/2015
         96   Lodi                NJ         07644    2,997,160.63     16,996.04   5.480000000              119      7/11/2015
        100   Various             OH       Various    2,572,498.27     16,036.63   5.625000000              118      6/11/2015
        101   San Francisco       CA         94109    2,473,000.00     12,912.84   6.180000000               60      8/11/2010
        105   Wichita Falls       TX         76308    2,239,000.00     12,363.84   5.250000000              120      8/11/2015
        111   Franklin            TN         37067    1,596,733.58      9,084.62   5.500000000              118      6/11/2015


 MORTGAGE         REMAINING          INTEREST     ADMINISTRATIVE      PRIMARY                               MORTGAGE
LOAN NUMBER   AMORTIZATION TERM   ACCRUAL BASIS      COST RATE     SERVICING FEE       GROUND LEASE?      LOAN SELLER
---------------------------------------------------------------------------------------------------------------------

          6                 360   Act/360                0.02075       0.0200000   Fee Simple             UBS
         11                   0   Act/360                0.02075       0.0200000   Fee Simple             UBS
         12                  97   Act/360                0.01325       0.0125000   Fee Simple/Leasehold   UBS
         13                 360   Act/360                0.02075       0.0200000   Fee Simple             UBS
         16                   0   Act/360                0.02075       0.0200000   Fee Simple             UBS
         18                   0   Act/360                0.02075       0.0200000   Fee Simple             UBS
         19                 360   Act/360                0.02075       0.0200000   Fee Simple             UBS
         22                 360   Act/360                0.02075       0.0200000   Fee Simple             UBS
         24                 359   Act/360                0.02075       0.0200000   Fee Simple             UBS
         25                  91   Act/360                0.01325       0.0125000   Fee Simple             UBS
         26                   0   Act/360                0.02075       0.0200000   Fee Simple             UBS
         28                 360   Act/360                0.02075       0.0200000   Fee Simple             UBS
         36                 360   Act/360                0.02075       0.0200000   Fee Simple             UBS
         30                   0   Act/360                0.02075       0.0200000   Fee Simple             UBS
         48                 360   Act/360                0.02075       0.0200000   Fee Simple             UBS
         35                 360   Act/360                0.02075       0.0200000   Fee Simple             UBS
         38                   0   Act/360                0.02075       0.0200000   Fee Simple             UBS
         58                 360   Act/360                0.02075       0.0200000   Fee Simple             UBS
         46                 360   Act/360                0.02075       0.0200000   Fee Simple             UBS
         56                 360   Act/360                0.02075       0.0200000   Fee Simple             UBS
         59                 359   Act/360                0.02075       0.0200000   Fee Simple             UBS
         63                 360   Act/360                0.02075       0.0200000   Fee Simple             UBS
         67                   0   Act/360                0.02075       0.0200000   Fee Simple             UBS
         68                   0   Act/360                0.02075       0.0200000   Fee Simple             UBS
         70                   0   Act/360                0.02075       0.0200000   Fee Simple             UBS
         76                   0   Act/360                0.02075       0.0200000   Fee Simple             UBS
         73                   0   Act/360                0.02075       0.0200000   Fee Simple             UBS
         77                   0   Act/360                0.02075       0.0200000   Fee Simple             UBS
         82                 360   Act/360                0.02075       0.0200000   Fee Simple             UBS
         83                 300   Act/360                0.02075       0.0200000   Fee Simple             UBS
         84                   0   Act/360                0.02075       0.0200000   Fee Simple             UBS
         85                   0   Act/360                0.02075       0.0200000   Fee Simple             UBS
         88                 360   Act/360                0.02075       0.0200000   Fee Simple             UBS
         91                 360   Act/360                0.02075       0.0200000   Fee Simple             UBS
         93                   0   Act/360                0.02075       0.0200000   Fee Simple             UBS
         94                   0   Act/360                0.02075       0.0200000   Fee Simple             UBS
         96                 359   Act/360                0.02075       0.0200000   Fee Simple             UBS
        100                 298   Act/360                0.02075       0.0200000   Fee Simple             UBS
        101                   0   Act/360                0.02075       0.0200000   Fee Simple             UBS
        105                 360   Act/360                0.02075       0.0200000   Fee Simple             UBS
        111                 358   Act/360                0.02075       0.0200000   Fee Simple             UBS


 MORTGAGE                              ARD          ANTICIPATED      ARD         CROSS        MORTGAGE LOAN
LOAN NUMBER   DEFEASANCE          MORTGAGE LOAN   REPAYMENT DATE   SPREAD   COLLATERALIZED   SELLER LOAN ID
-----------------------------------------------------------------------------------------------------------

          6   Defeasance                                           N/A      No                        10896
         11   Defeasance                                           N/A      No                        10930
         12   Defeasance                                           N/A      No                         UBS5
         13   Defeasance                                           N/A      No                        10894
         16   Defeasance                                           N/A      No                        10874
         18   Defeasance                                           N/A      Yes (UBS-A)              10867a
         19   Defeasance                                           N/A      No                        10846
         22   Defeasance                                           N/A      No                        10895
         24   Yield Maintenance                                    N/A      No                        10275
         25   Defeasance                                           N/A      No                        10924
         26   Yield Maintenance                                    N/A      No                        10886
         28   Defeasance                                           N/A      No                        10870
         36   Defeasance                                           N/A      No                        10964
         30   Defeasance                                           N/A      No                        10893
         48   Defeasance                                           N/A      No                        10965
         35   Defeasance                                           N/A      No                        10904
         38   Defeasance                                           N/A      Yes (UBS-A)              10867c
         58   Defeasance                                           N/A      No                        10966
         46   Defeasance                                           N/A      No                        10880
         56   Defeasance                                           N/A      No                        10885
         59   Defeasance                                           N/A      No                        10931
         63   Defeasance                                           N/A      No                        10884
         67   Defeasance                                           N/A      No                         UBS8
         68   Defeasance                                           N/A      No                        10837
         70   Defeasance                                           N/A      No                        10898
         76   Defeasance                                           N/A      No                        10889
         73   Defeasance                                           N/A      No                        10899
         77   Defeasance                                           N/A      No                         UBS9
         82   Defeasance                                           N/A      No                        UBS1c
         83   Yield Maintenance                                    N/A      No                        10852
         84   Defeasance                                           N/A      No                        10901
         85   Defeasance                                           N/A      No                        10890
         88   Defeasance                                           N/A      No                        UBS1d
         91   Defeasance                                           N/A      No                        10821
         93   Defeasance                                           N/A      No                        10907
         94   Defeasance                                           N/A      No                        10925
         96   Defeasance                                           N/A      No                        10831
        100   Defeasance                                           N/A      No                        10826
        101   Defeasance                                           N/A      Yes (UBS-A)              10867b
        105   Defeasance                                           N/A      No                        UBS1e
        111   Defeasance                                           N/A      No                        10801
</TABLE>



                                      A-1



                                    EXHIBIT B

                         REPRESENTATIONS AND WARRANTIES

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

               (i) Mortgage Loan Schedule. The information pertaining to such
     Mortgage Loan set forth in the Mortgage Loan Schedule was true and correct
     in all material respects as of its Due Date in August 2005 (or, if the
     Mortgage Loan does not have a Due Date in August 2005, then as of the
     Cut-off Date).

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

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

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

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


                                      B-1



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

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

               (vii) Assignments. The assignment of the related Mortgage(s) and
     Assignment(s) of Leases to the Trustee (or, in the case of an Outside
     Serviced Trust Mortgage Loan, to the related Outside 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


                                      B-2



     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 such Mortgage Loan constitutes a Cross-Collateralized Mortgage
     Loan, the lien of the Mortgage for another Mortgage Loan contained in the
     same Cross-Collateralized Group; provided that, in the case of a 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 such Mortgage Loan, such Permitted Encumbrances do not, individually or
     in the aggregate, materially and adversely interfere with the benefits of
     the security intended to be provided by the related Mortgage, the current
     principal use or operation of the related Mortgaged Property or the ability
     of the related Mortgaged Property to generate sufficient cashflow to enable
     the related Mortgagor to timely pay in full the principal and interest on
     the related Mortgage Note (other than a Balloon Payment, which would
     require a refinancing). If the related Mortgaged Property is operated as a
     nursing facility or a hospitality property, the related Mortgage, together
     with any security agreement, chattel mortgage or similar agreement and UCC
     financing statement, if any, establishes and creates a first priority,
     perfected security interest (subject only to any prior purchase money
     security interest, revolving credit lines and any personal property
     leases), to the extent such security interest can be perfected by the
     recordation of a Mortgage or the filing of a UCC financing statement, in
     all material personal property owned by the Mortgagor that is used in, and
     is reasonably necessary to, the operation of the related Mortgaged
     Property, and that is located on the related Mortgaged Property, which
     personal property includes, in the case of Mortgaged Properties operated by
     the related Mortgagor as a nursing facility or hospitality property, all
     furniture, fixtures, equipment and other personal property located at the
     subject Mortgaged Property that are owned by the related Mortgagor and
     reasonably necessary or material to the operation of the subject Mortgaged
     Property. In the case of any Mortgage Loan secured by a hotel, the related
     loan documents contain such provisions as are necessary and UCC financing
     statements have been filed as necessary, in each case, to perfect a valid
     first priority security interest, to the extent such security interest can
     be perfected by the inclusion of such provisions and the filing of a UCC
     financing statement, in the Mortgagor's right to receive related hotel room
     revenues with respect to such Mortgaged Property.


                                      B-3



               (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 August 2005 (or, if the Mortgage Loan does not have a
     Due Date in August 2005, then prior to the Cut-off Date) became due and
     payable in respect of, and materially affect, any related Mortgaged
     Property have been paid or are escrowed for or are not yet delinquent, and
     the Seller knows of no unpaid tax, assessment, ground rent, water charges
     or sewer rent, which, in all such cases, were directly related to the
     subject Mortgaged Property and could constitute liens on the subject
     Mortgaged Property prior to the lien of the related Mortgage that prior to
     the Closing Date became due and delinquent in respect of any related
     Mortgaged Property, or in any such case an escrow of funds in an amount
     sufficient to cover such payments has been established.

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

               (xi) Title Insurance. Each related Mortgaged Property is covered
     by an ALTA (or its equivalent) lender's title insurance policy issued by a
     nationally recognized title insurance company, insuring that each related
     Mortgage is a valid first lien on such Mortgaged Property in the original
     principal amount of such Mortgage Loan (or, 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 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, the benefit of
     the related Outside Trustee) as sole insured as mortgagee of record, or any
     such commitment or binding pro forma is a legal, valid and binding
     obligation of such insurer; no claims have been made by the Seller under
     such title insurance; and neither the Seller nor any Affiliate of the
     Seller has done, by act or omission, anything that would materially impair
     the coverage of any such title insurance policy; such policy or commitment
     or binding pro forma contains no exclusion for (or alternatively it insures
     over such exclusion, unless such coverage is unavailable in the relevant


                                      B-4



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


                                      B-5



     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
     I-xii attached hereto is true and correct in all material respects.

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

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

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

               (xvi) Subordinate Debt. Each related Mortgage or other loan
     document relating to such Mortgage Loan does not provide for or permit,
     without the prior written consent of the holder of the related Mortgage
     Note, any related Mortgaged Property or any direct controlling interest in
     the Mortgagor to secure any other promissory note or debt (other than
     another Mortgage Loan in the Trust Fund and, if such Mortgage Loan is part
     of a Loan Combination, the other mortgage loan(s) that are part of such
     Loan Combination, as applicable).


                                      B-6



               (xvii) Qualified Mortgage. Such Mortgage Loan is a "qualified
     mortgage" within the meaning of Section 860G(a)(3) of the Code.
     Accordingly, either as of the date of origination or the Closing Date, the
     fair market value of the real property securing such Mortgage Loan was not
     less than 80% of the "adjusted issue price" (within the meaning of the
     REMIC Provisions) of such Mortgage Loan. For purposes of the preceding
     sentence, the fair market value of the real property securing such Mortgage
     Loan was first reduced by the amount of any lien on such real property that
     is senior to the lien that secures such Mortgage Loan, and was further
     reduced by a proportionate amount of any lien that is on a parity with the
     lien that secures such Mortgage Loan. No action that occurs by operation of
     the terms of such Mortgage Loan would cause such Mortgage Loan to cease to
     be a "qualified mortgage" and such Mortgage Loan does not permit the
     release or substitution of collateral if such release or substitution (A)
     would constitute a "significant modification" of such Mortgage Loan within
     the meaning of Treasury regulations section 1.1001-3, (B) would cause such
     Mortgage Loan not to be a "qualified mortgage" within the meaning of
     Section 860G(a)(3) of the Code (without regard to clauses (A)(i) or (A)(ii)
     thereof) or (C) would cause a "prohibited transaction" within the meaning
     of Section 860F(a)(2) of the Code. The related Mortgaged Property, if
     acquired in connection with the default or imminent default of such
     Mortgage Loan, would constitute "foreclosure property" within the meaning
     of Section 860G(a)(8) of the Code.

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

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

          The Mortgagor with respect to such Mortgage Loan has represented,
     warranted and covenanted generally to the effect that, to its knowledge,
     except as set forth in the environmental reports described above, it has
     not used, caused or permitted to exist, and will not use, cause or permit
     to exist, on the related Mortgaged Property, any Hazardous Materials in any
     manner


                                      B-7



     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 Mortgage Loan with an original
     principal balance equal to or greater than $15,000,000 contains an
     exclusion for "diminution of value" of the related Mortgaged Property)
     paid, suffered or incurred by such mortgagee resulting from such
     Mortgagor's material violation of any environmental law or a material
     breach of the environmental representations and warranties or covenants
     given by the related Mortgagor in connection with such Mortgage Loan or (B)
     environmental insurance has been obtained. If such Mortgage Loan is a
     Mortgage Loan as to which neither a natural person has provided the
     indemnity set forth above nor environmental insurance has been obtained,
     such Mortgage Loan is set forth on Schedule I.

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

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

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

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

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


                                      B-8



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

               (xxv) Due-on-Encumbrance. Each Mortgage Loan contains provisions
     for the acceleration of the payment of the unpaid principal balance of such
     Mortgage Loan if, without 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 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 Mortgage Loans secured by the
     Mortgaged Properties listed on Schedule I (for which such consent has been
     granted with respect to mezzanine debt), no such consent has been granted
     by the Seller. To the Seller's knowledge, no related Mortgaged Property is
     encumbered in connection with subordinate financing; however, if the
     related Mortgaged Property is listed on Schedule I, certain direct
     controlling equity holders in the related Mortgagor are known to the Seller
     to have incurred debt secured by their ownership interest in the related
     Mortgagor.

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

               (xxvii) Mortgagor Concentration. No Mortgage Loan, together with
     any other Mortgage Loan made to the same Mortgagor or to an Affiliate of
     such Mortgagor, represents 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.


                                      B-9



               (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 of the amount of such
     Mortgage Loan allocated to the related Mortgaged Property subject to the
     release or (E) the satisfaction of certain underwriting and legal
     requirements which the Seller required in the origination of comparable
     mortgage loans.

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

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

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


                                      B-10



     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 Mortgage Loans with affiliated Mortgagors having, a Cut-off
     Date Balance equal to or greater than 2% of the Initial Pool Balance, or if
     such Mortgage Loan has an original principal balance equal to or greater
     than $25 million, there was obtained an opinion of counsel regarding
     non-consolidation of such Mortgagor.

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

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

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

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

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


                                      B-11



     Loans in the Trust Fund, except that a 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 Trustee).

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

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

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

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

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

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


                                      B-12



               (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 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, by
                    the related Outside Trustee) and its successors without a
                    need to obtain the consent of such lessor (or, if any such
                    consent is required, it has been obtained prior to the
                    Closing Date or may not be unreasonably withheld);

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

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

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

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


                                      B-13



                    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


                                      B-14



                    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, if any, 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, the
     related Outside 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 the Pooling and
     Servicing Agreement with respect to primary servicers that are to be
     sub-servicers of the Master Servicer, (B) as has been conveyed to the
     Master Servicer, or (C) as has been terminated.


                                      B-15



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

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

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

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

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

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

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

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


                                      B-16



               (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.


                                      B-17



                                   SCHEDULE I

                                 LB-UBS 2005-C5

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES


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

EXCEPTIONS TO REPRESENTATION (V):   LOAN DOCUMENT STATUS.
--------------------------------------------------------------------------------
          Inn at Northrup Station          The loan is fully recourse.
--------- -------------------------------- -------------------------------------
          Walgreens-St. Louis              The recourse carveouts run only to
                                           the Mortgagor, not a natural person
                                           or separate guarantor.
--------- -------------------------------- -------------------------------------
          Walgreens-Rochester              The recourse carveouts run only to
                                           the Mortgagor, not a natural person
                                           or separate guarantor.
--------- -------------------------------- -------------------------------------
          1345 Avenue of the Americas      There is no carveout guarantor. The
                                           only recourse carveouts are for
                                           certain environmental matters and
                                           certain securitization
                                           indemnifications, for which the
                                           Mortgagor only is responsible.
--------- -------------------------------- -------------------------------------
          Park Avenue Plaza                There is no carveout guarantor. The
                                           only recourse carveouts are for
                                           certain environmental matters and
                                           certain securitization
                                           indemnifications, for which the
                                           Mortgagor only is responsible.
--------- -------------------------------- -------------------------------------
          The Cottages                     The loan is fully recourse.
--------- -------------------------------- -------------------------------------
          RBC Centura Branches             The loan is fully recourse.
--------- -------------------------------- -------------------------------------
          Tim Smith Portfolio              The loan is fully recourse to the
                                           principals up to the amount of the
                                           cost of connecting the two properties
                                           in the Tim Smith Portfolio Mortgage
                                           Loan to the public water and sewer
                                           system. The full recourse guaranty
                                           terminates upon the connection of
                                           these properties to the public water
                                           and sewer system.
--------------------------------------------------------------------------------
                                        1


CONTROL
NUMBER           PROPERTY                  ISSUE
--------------------------------------------------------------------------------
          CVS-Douglas                      The loan documents have been modified
                                           correcting the discrepancy regarding
                                           insurance reserves.
--------- -------------------------------- -------------------------------------
          Pacific Prestige Properties      The outstanding principal balance of
          I DE, LLC Lem-Ray Properties     the mortgage loan is full recourse to
          I DE, LLC Lombard                the guarantors thereof until such
          Place I DE, LLC                  time as, among other things, the
                                           related mortgage loan plus the
                                           related mezzanine loan achieve a DSCR
                                           of 1.20x and the lis pendens recorded
                                           in the City and County of San
                                           Francisco in connection with
                                           properties located at 935 Geary and
                                           81 9th Street has been released of
                                           record. At such time, the mortgage
                                           loan will remain full recourse to the
                                           guarantors, but only up to a maximum
                                           liability of $4,200,000.
--------- -------------------------------- -------------------------------------
          All Properties                   With respect to the non-recourse
                                           carveout guarantee concerning fraud,
                                           certain of the guarantors have only
                                           agreed to be liable, in connection
                                           with and to the extent of any
                                           material fraud or material
                                           intentional fraud or material
                                           misrepresentations or material
                                           intentional misrepresentation by the
                                           related Mortgagor.

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

--------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION (VIII).  FIRST LIEN.
--------------------------------------------------------------------------------
          Summit Ridge Apartments          Part of the Mortgaged Property
                                           consists of 55 units of a Planned
                                           Unit Development
--------------------------------------------------------------------------------

                                       2


CONTROL
NUMBER           PROPERTY                  ISSUE
--------------------------------------------------------------------------------
                                           ("PUD"). There are a total of 209
                                           units in the PUD. 57 units in the PUD
                                           are improved with townhouses, 45 of
                                           them are owned by the Mortgagor and
                                           included in the Mortgaged Property.
                                           The remaining ten PUD units owned by
                                           the Mortgagor and included in the
                                           Mortgaged Property are vacant lots.
                                           The Mortgagor owns approximately
                                           26.3% of the voting rights in the
                                           homeowners association (representing
                                           55 PUD units owned by the Mortgagor).
                                           Under the declaration controlling the
                                           affairs of the PUD, a homeowners
                                           association is responsible for
                                           decisions relating to the common
                                           areas at the Mortgaged Property.
                                           According to the Mortgagor, there has
                                           not been an active association or
                                           levy of common area charges or
                                           assessments for the duration of the
                                           Mortgagor's ownership. The principals
                                           of the Mortgagor have agreed to
                                           indemnify the mortgagee for any loss,
                                           cost or damage arising from
                                           development of the remaining units.
--------- -------------------------------- -------------------------------------
          Inn at Northrup                  The Mortgaged Property consists of
                                           condominium units and appurtenant
                                           common elements, although the
                                           Mortgaged Property is being operated
                                           as a hotel. The Mortgagor owns all of
                                           the condominium units and common
                                           areas and has 100% control of the
                                           Mortgaged Property. The related loan
                                           documents prohibit the release of the
                                           units.
--------- -------------------------------- -------------------------------------
          Lem-Ray Properties               Two properties (935 Geary Street and
                                           77-83 Ninth Street), are the subject
                                           of a recorded lis pendens and
                                           stipulated injunction. The lis
                                           pendens provides notice of a legal
                                           action that was filed by the City and
                                           County of San Francisco ("CCSF") on
                                           January 11, 2005, alleging that the
                                           properties had been operated in
                                           violation of the CCSF building code,
                                           and seeking to require the Mortgagor
                                           to upgrade the fire sprinkler systems
                                           at those two properties to
--------------------------------------------------------------------------------

                                       3


CONTROL
NUMBER           PROPERTY                  ISSUE
--------------------------------------------------------------------------------
                                           comply with the applicable provisions
                                           of the CCSF building code. The legal
                                           action between CCSF and the Mortgagor
                                           was settled, and pursuant to such
                                           settlement, the Mortgagor agreed to
                                           enter into a stipulated injunction
                                           with CCSF. The injunction requires
                                           the Mortgagor to complete the
                                           sprinkler system work within 90 days,
                                           and provides that (i) the court will
                                           retain jurisdiction for a period of
                                           three years, (ii) any building code
                                           violations by the Mortgagor that are
                                           not cured within the time period
                                           specified by law would be subject to
                                           a fine of between $2,500 and $6,000
                                           per violation, and (iii) if the
                                           Mortgagor fails to complete the
                                           sprinkler repair work as required by
                                           the injunction, (a) CCSF is
                                           authorized to obtain the appointment
                                           of a receiver to manage the subject
                                           property and complete the work at the
                                           Mortgagor's expense, and (b) a lien
                                           will be placed on the subject
                                           property for all expenses incurred in
                                           connection with such repairs.
                                           Subsequent to entering into the
                                           settlement and injunction, the
                                           Mortgagor completed such sprinkler
                                           repairs, and provided evidence of
                                           such completion in the form of job
                                           cards and inspection records which
                                           indicate that the 935 Geary Street
                                           property was inspected and approved
                                           by the CCSF Fire Department on June
                                           30, 2005, and the 77-83 Ninth Street
                                           property was inspected and approved
                                           by the CCSF Fire Department on July
                                           12, 2005.

                                           Even though the case was settled, the
                                           lis pendens will not be released
                                           until the injunction expires at the
                                           end of three years. However, CCSF has
                                           entered into a subordination
                                           agreement pursuant to which any liens
                                           or rights in favor of CCSF created
                                           under the injunction will be
                                           subordinated to mortgagee's loan and
                                           the lien securing such loan.
--------------------------------------------------------------------------------

                                       4


CONTROL
NUMBER           PROPERTY                  ISSUE
--------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION (XII):  PROPERTY INSURANCE.
--------------------------------------------------------------------------------
          Walgreens-New Mexico
          Walgreens-Oklahoma               Under the lease and loan documents,
                                           the tenant (Walgreens) is responsible
                                           for either providing insurance or
                                           self-insure in lieu of separate
                                           insurance. In the event that
                                           Walgreens is self-insuring the risk
                                           and senior unsecured debt rating of
                                           Walgreens falls below "A" by Standard
                                           & Poor's Ratings Services (or the
                                           equivalent of such rating by
                                           Moody's), the Mortgagor will be
                                           required to provide all insurance
                                           required under the Mortgage. In
                                           addition, in the event that the
                                           senior unsecured debt rating of
                                           Walgreens falls below "A" by Standard
                                           & Poor's Ratings Services (or the
                                           equivalent of such rating by
                                           Moody's), the Mortgagor will be
                                           required to carry additional business
                                           interruption insurance naming the
                                           mortgagee as additional insured.
--------- -------------------------------- -------------------------------------
          Walgreens-St. Louis
          Walgreens-Rochester              Under the lease and loan documents,
                                           the tenant (Walgreens) is responsible
                                           for either providing insurance or
                                           self-insure in lieu of separate
                                           insurance. In the event that
                                           Walgreens is self-insuring the risk
                                           and senior unsecured debt rating of
                                           Walgreens falls below "BBB" by
                                           Standard & Poor's Ratings Services
                                           (or the equivalent of such rating by
                                           Moody's), the Mortgagor will be
                                           required to provide all insurance
                                           required under the Mortgage. In
                                           addition, in the event that the
                                           senior unsecured debt rating of
                                           Walgreens falls below "BBB" by
                                           Standard & Poor's Ratings Services
                                           (or the equivalent of such rating by
                                           Moody's), the Mortgagor will be
                                           required to carry additional business
                                           interruption insurance naming the
                                           mortgagee as additional insured.
--------------------------------------------------------------------------------

                                       5


CONTROL
NUMBER           PROPERTY                  ISSUE
--------------------------------------------------------------------------------
          9200 Mentor Avenue               This loan is secured by ground lease
                                           to Troy CMBS, LLC, an affiliate of
                                           Kmart Corporation, which in turn
                                           subleases the improvements to Kmart
                                           Corporation. Kmart Corporation is
                                           required to maintain insurance under
                                           the sublease and provide insurance
                                           for restoration, however, as all of
                                           the improvements are owned by Troy
                                           CMBS, LLC, as the ground tenant, all
                                           insurance carried by Kmart
                                           Corporation under the sublease is for
                                           the benefit of Troy CMBS LLC and is
                                           not for the benefit of the Mortgagor.
                                           Under the mortgage, the Mortgagor is
                                           only required to provide a
                                           comprehensive general liabilities and
                                           business interruption insurance for
                                           12 months. In the event that the
                                           Mortgagor becomes the owner of the
                                           improvements then the Mortgagor will
                                           be required to provide insurance in
                                           accordance with the Representation
                                           (xii).
--------------------------------------------------------------------------------
          CVS-Douglas                      The tenant is providing the
          CVS-Cornwall                     insurance. The insurance carried by
          CVS-Jersey Shore                 the tenant does not include business
          CVS-Montgomery                   interruption insurance.
--------------------------------------------------------------------------------
          All Properties                   With respect to certain mortgage
                                           loans, the lender accepted
                                           comprehensive liability insurance in
                                           an amount less than that required by
                                           the loan documents, provided,
                                           however, that all the mortgage loans
                                           provide a primary general liability
                                           policy of at least $1,000,000 per
                                           occurrence with $2,000,000 in the
                                           aggregate. This exception does not
                                           apply to the following mortgage
                                           loans: 270 Corporate Center, 1345
                                           Avenue of the Americas, Park Avenue
                                           Plaza, 1750 Old Meadow Road, One Hoyt
                                           Street, Pacific Prestige Properties,
                                           Wedgewood II, South Bay Office Tower.
--------------------------------------------------------------------------------
                                       6


CONTROL
NUMBER           PROPERTY                  ISSUE
--------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION (XVI):  SUBORDINATE DEBT.
--------------------------------------------------------------------------------
          Park Avenue Plaza                The equity holder of the Mortgagor (
                                           the "Mezzanine Borrower") has pledged
                                           100% of the equity interest in the
                                           Mortgagor to secure mezzanine loan in
                                           the amount of $85,000,000. The
                                           mezzanine loan is the subject of an
                                           intercreditor agreement between New
                                           York Life Insurance (the "Mezzanine
                                           Lender") and the lender under the
                                           Mortgage Loan. In addition, after the
                                           defeasance lockout date, at any time
                                           and from time to time (but in no
                                           event more than three (3) times
                                           during the Mortgage Loan), the equity
                                           holder of the Mezzanine Borrower may
                                           incur indebtedness in the form of one
                                           or more mezzanine loans, provided
                                           that, among other conditions as set
                                           forth in the loan documents, such
                                           additional mezzanine loan(s) is the
                                           subject of an intercreditor agreement
                                           substantially in the form of the
                                           intercreditor agreement entered into
                                           by the Mezzanine Lender and the
                                           lender under the Mortgage Loan.
--------- -------------------------------- -------------------------------------
          1345 Avenue of the Americas      After the defeasance lockout date, at
                                           any time and from time to time (but
                                           in no event more than three (3) times
                                           during the Mortgage Loan), the equity
                                           holder of the Mortgagors may incur
                                           indebtedness in the form of one or
                                           more mezzanine loans, provided that,
                                           among other conditions, (a) such
                                           mezzanine loan(s) is secured only by
                                           pledges of the direct or indirect
                                           equity interests in Mortgagors; (b)
                                           the mezzanine lender is a "qualified
                                           lender" meeting the requirements set
                                           forth in the related intercreditor
                                           agreement; (3) the combined loan to
                                           value immediately following the
                                           closing of such mezzanine loan is no
                                           greater than 75% and (4) the combined
                                           debt to service coverage ratio
                                           immediately following the closing of
                                           such mezzanine loan is equal to or
                                           greater than 1.10x.
--------------------------------------------------------------------------------

                                       7


CONTROL
NUMBER           PROPERTY                  ISSUE
--------------------------------------------------------------------------------
          South Bay Office Tower           The equity holders of the Mortgagor
                                           have pledged 100% of the equity
                                           interest in the Mortgagor to secure a
                                           mezzanine loan in the amount of
                                           $5,650,000. The mezzanine loan is
                                           subject of an intercreditor agreement
                                           between the mezzanine lender and the
                                           lender under the Mortgage Loan.
--------- -------------------------------- -------------------------------------
          Lem-Rei Properties               The equity holders of the related
          Pacific Prestige Properties      Mortgagors have pledged 100% of the
          Lombard                          equity interests in the related
                                           Mortgagors to secure mezzanine loans
                                           in the aggregate amount of
                                           $7,300,000. Each such mezzanine loan
                                           is the subject of an intercreditor
                                           agreement between the mezzanine
                                           lender and the lender under the
                                           related Mortgage Loans.
--------- -------------------------------- -------------------------------------
          All Properties                   The loan documents allow the
                                           Mortgagor to incur certain trade
                                           payables and equipment financing up
                                           to a predetermined amount, which is
                                           generally less than or equal to 5% of
                                           the loan amount.
--------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION (XIX):  ENVIRONMENTAL CONDITIONS.
--------------------------------------------------------------------------------
          Walgreens-St. Louis              The environmental transaction screen
                                           reported that the Mortgaged Property
                                           previously had been used for gas
                                           stations resulting in the presence of
                                           residual petroleum concentrations
                                           that exceeded regulatory action
                                           levels. According to the transaction
                                           screen, following completion of a
                                           Tier 1 Missouri Risk-Based Corrective
                                           Action Assessment, a
                                           no-further-action letter was issued
                                           by the state of Missouri.
--------------------------------------------------------------------------------

                                       8


CONTROL
NUMBER           PROPERTY                  ISSUE
--------------------------------------------------------------------------------
                                           The no-further-action letter subjects
                                           the Mortgaged Property to a
                                           Declaration of Restrictive Covenants
                                           that prohibits excavation below a
                                           depth of ten feet and further
                                           prohibits certain types of uses for
                                           the property such as residential
                                           construction on a southern portion of
                                           the property. An environmental
                                           indemnity was provided by the
                                           Mortgagor only. No natural person has
                                           provided an environmental indemnity.
--------- -------------------------------- -------------------------------------
          Walgreens-Rochester              According to the environmental
                                           transaction screen, a previous Phase
                                           II environmental assessment conducted
                                           at the Mortgaged Property identified
                                           the presence of gasoline and dry
                                           cleaning contaminants at the
                                           Mortgaged Property, attributed to the
                                           former presence of a gas station and
                                           a dry cleaning facility at the
                                           Mortgaged Property. The transaction
                                           screen recommended no further action
                                           based upon the previous
                                           implementation of a Due Care Plan by
                                           the former owners. An environmental
                                           indemnity was provided by the
                                           Mortgagor only. No natural person has
                                           provided an environmental indemnity.
--------- -------------------------------- -------------------------------------
          Lodi Building                    The environmental consultant noted
                                           residual soil and ground water
                                           contamination at the Mortgaged
                                           Property. Based on the historic use
                                           of the Mortgaged Property as an
                                           industrial site, the previous owners
                                           of the Mortgaged Property conducted
                                           investigations that identified the
                                           presence of certain hazardous
                                           substances in the soil and
                                           groundwater. According to the Phase I
                                           assessment, the New Jersey Department
                                           of Environmental Protection granted
                                           no further action status and a
                                           negative declaration approval for the
                                           Mortgaged Property pursuant to the
                                           New Jersey Industrial Site Recovery
                                           Act ("ISRA"). As part of the ISRA
                                           process, the state of New Jersey
                                           imposed a
--------------------------------------------------------------------------------

                                       9


CONTROL
NUMBER           PROPERTY                  ISSUE
--------------------------------------------------------------------------------
                                           Declaration of Environmental
                                           Restrictions, which requires that
                                           pavement and concrete foundations
                                           overlying previously impacted soil be
                                           inspected, maintained and not
                                           disturbed without approval of the
                                           state of New Jersey. A restriction
                                           was also imposed against installing a
                                           potable water well at the Mortgaged
                                           Property, subject to engineering
                                           controls and land-use restrictions.
                                           According to the Phase I assessment,
                                           the Mortgaged Property uses
                                           municipally supplied water which
                                           meets drinking water quality
                                           requirements.
--------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION (XXV):  DUE-ON-ENCUMBRANCE.
--------------------------------------------------------------------------------
          All Properties                   The loan documents allow the
                                           Mortgagor to incur certain trade
                                           payables and equipment financing up
                                           to a predetermined amount, which is
                                           generally less than or equal to 5% of
                                           the loan amount.
--------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION (XXVI): DUE-ON-SALE
--------------------------------------------------------------------------------
          Indian Creek                     Subject to the satisfaction of
                                           certain requirements set forth in the
                                           loan documents, the Mortgagor may
                                           transfer the Mortgaged Property to a
                                           new Texas limited parnership or
                                           convert the Mortgagor into a Texas
                                           limited partnership.
--------- -------------------------------- -------------------------------------
          All Properties                   Most of the loan documents provide
                                           that transfers of direct and/or
                                           indirect interest in the related
                                           Mortgagor and/or the related
                                           Mortgaged Property upon the death of
                                           any natural person which holds such
                                           interest(s) will not constitute a
                                           transfer of direct and/or indirect
                                           interest in Mortgagor and/or
                                           Mortgaged Property so long as, among
                                           other things as set forth in loan
                                           documents: (i) all of the direct
                                           and/or indirect interests of such
                                           decedent in the
--------------------------------------------------------------------------------

                                       10


CONTROL
NUMBER           PROPERTY                  ISSUE
--------------------------------------------------------------------------------
                                           Mortgagor and/or the Mortgaged
                                           Property are held and remain the
                                           property of the legal representative
                                           of such decedent's estate; (ii) the
                                           Mortgaged Property continues to be
                                           managed in a manner acceptable to the
                                           mortgagee and (iii) within thirty
                                           (30) days of such death, Mortgagor
                                           delivers notice thereof to the
                                           mortgagee and thereafter provides the
                                           mortgagee with such information as
                                           may be reasonably requested by the
                                           mortgagee as to the continued
                                           management of the Mortgaged Property.
--------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION (XXX): PROPERTY RELEASE.
--------------------------------------------------------------------------------
          1345 Avenue of the Americas      The terms of the Mortgage Loan permit
                                           the release of certain portions of
                                           the collateral, namely the garage,
                                           theater and parking lot from the lien
                                           of the Mortgage. In connection with
                                           such release, the Mortgagor will be
                                           required to partially defease the
                                           notes in the amount equal to 4% of
                                           the amount of the Mortgage Loan.
--------- -------------------------------- -------------------------------------
          Lodi Building                    A small portion of the Mortgaged
                                           Property containing parking spaces
                                           will be subdivided and transferred to
                                           the adjacent owner. The release
                                           conditions will include, among
                                           others, (i) receipt of all
                                           subdivision approvals, (ii) the
                                           remainder of the property securing
                                           the Mortgage Loan being left in
                                           compliance with all applicable zoning
                                           laws, (iii) an endorsement to the
                                           title policy, (iv) the creation of
                                           any necessary utility easements, and
                                           (v) a REMIC Opinion.
--------- -------------------------------- -------------------------------------
          9200 Mentor Avenue               A portion of the Mortgaged Property
                                           will be subdivided and transferred to
                                           a new owner. The release conditions
                                           will include, among others, (i)
                                           receipt of all subdivision approvals,
                                           (ii) the
--------------------------------------------------------------------------------

                                       11


CONTROL
NUMBER           PROPERTY                  ISSUE
--------------------------------------------------------------------------------
                                           remainder of the property securing
                                           the Mortgage Loan being left in
                                           compliance with all applicable zoning
                                           laws, (iii) an endorsement to title
                                           policy, (iv) the creation of any
                                           necessary utility easements, (v)
                                           REMIC and legal Opinions, (vi) an LTV
                                           of not greater than 80% after the
                                           release and (vi) the delivery of all
                                           consents required under the ground
                                           lease.
--------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION (XXXI):  QUALIFICATIONS, LICENSING, ZONING.
--------------------------------------------------------------------------------
          Hillcrest Estate Apartments      Certificates of occupancy have not
          Summit Ridge Apartments          been obtained for any of the
          Park Place                       properties constituting the Mortgaged
                                           Property. The properties were
                                           developed before certificates of
                                           occupancy or use were required. Any
                                           losses, costs or expenses incurred by
                                           the mortgagee as a result of the lack
                                           of certificates of occupancy are
                                           recourse to the Mortgagor.
--------- -------------------------------- -------------------------------------
          The Lodge Apartments             The certificates of occupancy have
                                           not been obtained. Any losses, costs
                                           or expenses incurred by the mortgagee
                                           as a result of the lack of
                                           certificates of occupancy are
                                           recourse to the Mortgagor or the
                                           guarantor.
--------- -------------------------------- -------------------------------------
          West Hartford Portfolio          The certificates of occupancy have
                                           not been obtained for most of the
                                           tenants at the Mortgaged Property.
--------- -------------------------------- -------------------------------------
          Tim Smith Portfolio              The certificates of occupancy have
                                           not been obtained.
--------- -------------------------------- -------------------------------------
          Loch Raven Apartments            The certificates of occupancy have
                                           not been obtained. The Mortgaged
                                           Property was developed before
                                           certificates of occupancy were
                                           required. The City of Baltimore has
                                           confirmed that the absence of a
                                           certificate of occupancy on file is
                                           not a violation.
--------------------------------------------------------------------------------


                                       12


CONTROL
NUMBER           PROPERTY                  ISSUE
--------------------------------------------------------------------------------
          Lem-Ray Properties I DE LLC      The Seller received notice that the
                                           City and County of San Francisco
                                           ("CCSF") alleged that two of the
                                           properties owned by Lem-Ray
                                           Properties I DE LLC had been operated
                                           in violation of the CCSF building
                                           code. CCSF filed a legal action
                                           seeking to require the related
                                           Mortgagors to upgrade the fire
                                           sprinkler systems at those two
                                           properties to comply with the
                                           applicable provisions of the CCSF
                                           building code. The legal action
                                           between CCSF and the Mortgagor was
                                           settled, and pursuant to such
                                           settlement, the Mortgagor agreed to
                                           enter into a stipulated injunction.
                                           Subsequent to entering into the
                                           settlement and injunction, the
                                           Mortgagor completed such sprinkler
                                           repairs and provided evidence of such
                                           completion in the form of job cards
                                           and inspection records which indicate
                                           that the two properties were
                                           inspected and approved by CCSF Fire
                                           Department.
--------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION (XXXIII):  SINGLE PURPOSE ENTITY.
--------------------------------------------------------------------------------
          Tim Smith Portfolio              One of the Mortgagors, the Edgeview
                                           Community LLC, is not a newly formed
                                           entity. The Mortgagor previously
                                           owned two vacant parcels of land
                                           adjacent to the Mortgaged Property,
                                           which were conveyed to the third
                                           parties.
--------- -------------------------------- -------------------------------------
          Inn at Northrup                  The borrower is not a newly formed
                                           entity.
--------- -------------------------------- -------------------------------------
          Pacific Prestige Properties      The Mortgagors under the related
          I DE LLC                         mortgage loans are special purpose
          Lem-Ray Properties I DE LLC      entities, but the lender did not
          Lombard Place I DE LLC           receive an opinion of
                                           non-consolidation with respect to
                                           such Mortgagors.
--------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION (XXXV):  LEGAL PROCEEDINGS.
--------------------------------------------------------------------------------
          Lem-Ray Properties I DE LLC      Two properties (935 Geary Street and
                                           77-83 Ninth Street), are the subject
                                           of a recorded lis pendens and
                                           stipulated
--------------------------------------------------------------------------------

                                       13


CONTROL
NUMBER           PROPERTY                  ISSUE
--------------------------------------------------------------------------------
                                           injunction. The lis pendens provides
                                           notice of a legal action that was
                                           filed by the City and County of San
                                           Francisco ("CCSF") on January 11,
                                           2005, alleging that the properties
                                           had been operated in violation of the
                                           CCSF building code, and seeking to
                                           require the Mortgagor to upgrade the
                                           fire sprinkler systems at those two
                                           properties to comply with the
                                           applicable provisions of the CCSF
                                           building code. The legal action
                                           between CCSF and the Mortgagor was
                                           settled, and pursuant to such
                                           settlement, the Mortgagor agreed to
                                           enter into a stipulated injunction
                                           with CCSF. The injunction requires
                                           the Mortgagor to complete the
                                           sprinkler system work within 90 days
                                           and provides that (i) the court will
                                           retain jurisdiction for a period of
                                           three years, (ii) any building code
                                           violations by the Mortgagor that are
                                           not cured within the time period
                                           specified by law would be subject to
                                           a fine of between $2,500 and $6,000
                                           per violation, and (iii) if the
                                           Mortgagor fails to complete the
                                           sprinkler repair work as required by
                                           the injunction, (a) CCSF is
                                           authorized to obtain the appointment
                                           of a receiver to manage the subject
                                           property and complete the work at the
                                           Mortgagor's expense, and (b) a lien
                                           will be placed on the subject
                                           property for all expenses incurred in
                                           connection with such repairs.
                                           Subsequent to entering into the
                                           settlement and injunction, the
                                           Mortgagor completed such sprinkler
                                           repairs and provided evidence of such
                                           completion in the form of job cards
                                           and inspection records which indicate
                                           that the 935 Geary Street property
                                           was inspected and approved by the
                                           CCSF Fire Department on June 30,
                                           2005, and the 77-83 Ninth Street
                                           property was inspected and approved
                                           by the CCSF Fire Department on July
                                           12, 2005.

                                           Even though the case was settled, the
                                           lis pendens will not be released
                                           until the
--------------------------------------------------------------------------------

                                       14


CONTROL
NUMBER           PROPERTY                  ISSUE
--------------------------------------------------------------------------------
                                           injunction expires at the end of
                                           three years. However, CCSF has agreed
                                           to enter into a subordination
                                           agreement pursuant to which any liens
                                           or rights in favor of CCSF created
                                           under the injunction will be
                                           subordinated to mortgagee's loan and
                                           the lien securing such loan.
--------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION (XXXIX).  FLOOD INSURANCE.
--------------------------------------------------------------------------------
          Mallory Station III              The improvements on the Mortgaged
                                           Property are located in a flood
                                           hazard area. The loan documents
                                           require the Mortgagor to obtain the
                                           flood insurance equal to the greater
                                           of (A) the sum of five hundred
                                           thousand dollars, or (B) the maximum
                                           flood insurance available for the
                                           improvements under the National Flood
                                           Insurance Program; or such lesser
                                           amount as agreed by the beneficiary
                                           in writing..
--------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION (XLII).  LICENSES, PERMITS AND AUTHORIZATIONS.
--------------------------------------------------------------------------------
           Walgreens-St. Louis             The Mortgagor is required to obtain
           Walgreens-Rochester             qualification to do business in the
                                           state where the Mortgaged Property is
                                           located after the closing. Failure of
                                           the Mortgagor to be qualified to do
                                           business does not impact the
                                           Mortgagor's title in the Mortgaged
                                           Property nor the mortgage lien, but
                                           only impacts the ability of the
                                           Mortgagor to bring suits.
--------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION (XLVII).  TAX LOT; UTILITIES.
--------------------------------------------------------------------------------
          Tim Smith Portfolio              The Mortgaged Property does not
                                           currently have access to public water
                                           and sewer systems. The private water
                                           and sewer systems serve the Mortgaged
                                           Property.
--------- -------------------------------- -------------------------------------
          RBC Centura                      The Mortgaged Property constitutes an
                                           outparcel that has been recently
                                           subdivided. As a result of such
                                           subdivision, the Mortgaged Property
                                           will become a separate tax lot after
                                           the next property tax fiscal year,
                                           commencing on July 1, 2005.
--------------------------------------------------------------------------------

                                       15


CONTROL
NUMBER           PROPERTY                  ISSUE
--------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION (LI):  DUE DATE.
--------------------------------------------------------------------------------
          1345 Avenue of the Americas      The due date is the eighth of each
                                           month.
--------- -------------------------------- -------------------------------------
          Park Avenue Plaza                The due date is the eighth of each
                                           month.
--------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION (LIV): NO OWNERSHIP INTEREST IN MORTGAGOR.
--------------------------------------------------------------------------------
          Walgreens St. Louis              The subsidiary of the Seller owns
                                           100% equity in the Morgagor.
--------- -------------------------------- -------------------------------------
          Walgreens Rochester              The subsidiary of the Seller owns
                                           100% equity in the Mortgagor.
--------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION (LV):  NO UNDISCLOSED COMMON OWNERSHIP.
--------------------------------------------------------------------------------
          Walgreens-New Mexico             Walgreens-New Mexico and
          Walgreens-Oklahoma               Walgreens-Oklahoma are indirectly
                                           under common ownership.
--------- -------------------------------- -------------------------------------
          270 Corporate Center             270 Corporate Center, 1750 Old Meadow
          1750 Old Meadow Road             Road and Wedgewood II are indirectly
          Wedgewood II                     under common ownership.
--------- -------------------------------- -------------------------------------
          2024 West 6th Street             2024 West 6th Street, 2065 West 6th
          2065 West 6th Street             Street and 1545 Wilshire Blvd are
          1545 Wilshire Blvd               indirectly under common ownership.
--------- -------------------------------- -------------------------------------
          1345 Avenue of the Americas      1345 Avenue of the Americas and Park
          Park Avenue Plaza                Avenue Plaza are indirectly under
                                           common ownership.
--------- -------------------------------- -------------------------------------
          Hillcrest Estate Apartments      Hillcrest Estate Apartments, Summit
          Summit Ridge Apartments          Ridge Apartments, the Lodge
          The Lodge Apartments             Apartments and Park Place are
          Park Place                       indirectly under common ownership.
--------------------------------------------------------------------------------
                                       16


CONTROL
NUMBER           PROPERTY                  ISSUE
--------------------------------------------------------------------------------
          Residence Inn Southington        Residence Inn Southington, Residence
          Residence Inn Danbury            Inn Danbury and Courtyard Warwick are
          Courtyard Warwick                indirectly under common ownership.
--------- -------------------------------- -------------------------------------
          CVS-Cornwall                     CVS-Cornwall, CVS-Montgomery,
          CVS-Montgomery                   CVS-Jersey Shore and CVS-Douglas are
          CVS-Jersey Shore                 indirectly under common ownership.
          CVS-Douglas
--------- -------------------------------- -------------------------------------
          Walgreens-St. Louis              Walgreens-St. Louis and
          Walgreens-Rochester              Walgreens-Rochester are indirectly
                                           under common ownership.
--------------------------------------------------------------------------------

                                       17

                                    Sch. I-1



                                   EXHIBIT C-1

                  OPINION OF CADWALADER, WICKERSHAM & TAFT LLP

                  [LETTERHEAD OF CADWALADER, WICKERSHAM & TAFT]

                                 August 25, 2005

Addressees listed on Schedule A

Re:  LB-UBS Commercial Mortgage Trust 2005-C5, Commercial Mortgage Pass-Through
     Certificates, Series 2005-C5

Ladies and Gentlemen:

          We are rendering this opinion pursuant to the Mortgage Loan Purchase
Agreement, dated as of August 15, 2005 (the "MLPA"), among UBS Real Estate
Investments Inc., as seller (the "Seller"), UBS Principal Finance LLC, as an
additional party ("UBSPF") and Structured Asset Securities Corporation II, as
purchaser ("SASC").

          We have acted as special counsel to the Seller in connection with the
following transactions: (i) the sale by the Seller, and the purchase by SASC, of
multifamily and commercial mortgage loans in the principal amount of
approximately $553,190,837 (the "UBS Mortgage Loans"), pursuant to the MLPA;
(ii) the execution by the Seller of the UBS Indemnification Agreement, dated as
of August 15, 2005 (the "Indemnification Agreement"), by and among the Seller,
UBS Americas Inc. ("UBS Americas" and, together with the Seller, the "UBS
Entities"), SASC and the Underwriters (as defined below); and (iii) the
acknowledgement by the Seller of certain sections of the Underwriting Agreement,
dated as of August 15, 2005 (the "Underwriting Agreement"), by and among SASC,
UBS Securities LLC ("UBS Securities") and Lehman Brothers Inc. ("Lehman", and
together with UBS Securities, the "Underwriters"), and acknowledged with respect
to certain sections by the Seller and Lehman Brothers Holdings Inc. ("LBHI").

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

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

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


                                      C-1-1



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

          In particular, we have examined and relied upon:

          (i)  the MLPA;

          (ii) the Underwriting Agreement;

          (iii) the Indemnification Agreement;

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

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

          References in this letter to "Applicable Laws" shall mean those laws,
rules and regulations of the State of New York and of the United States of
America which, in our experience, are normally applicable to transactions of the
type contemplated by the Agreements, as well as the General Corporation Law of
the State of Delaware with respect to the opinions referred to in paragraphs 1
through 4, 8(a), 8(b)(i), 8(c) and 8(d) below. While we are not licensed to
practice law in the State of Delaware, we have reviewed applicable provisions of
the Delaware General Corporation Law as we have deemed appropriate in connection
with the opinions expressed herein. Except as described we have neither examined
nor do we express any opinion with respect to Delaware law. References in this
letter to the term "Governmental Authorities" means executive, legislative,
judicial, administrative or regulatory bodies of the State of New York or the
United States of America. References in this letter to the term "Governmental
Approval" means any consent, approval, license, authorization or validation of,
or filing, recording or registration with, any Governmental Authority pursuant
to Applicable Laws.

          We have also assumed, except as to the UBS Entities, that all
documents, agreements and instruments have been duly authorized, executed and
delivered by all parties thereto, that all such parties


                                      C-1-2



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

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

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

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

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

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

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

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

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

          7. The execution, delivery and performance by UBSPF of the MLPA and
     the consummation by UBSPF of the transactions contemplated under the MLPA
     do not require any consent, approval, license, authorization or validation
     of, or filing, recording or registration with, any executive, legislative,
     judicial, administrative or regulatory bodies of the United States of
     America pursuant to those laws, rules and regulations of the United States
     of America which, in


                                      C-1-3



     our experience are normally applicable to transactions of the type
     contemplated by the MLPA, to be obtained by UBSPF except those that may be
     required under state securities or blue sky laws, and such other approvals
     that have been obtained and, to our knowledge, are in effect.

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

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

          We are furnishing this letter to you solely for your benefit in
connection with the transactions referred to herein. Without our prior written
consent, this letter is not to be relied upon, used, circulated, quoted or
otherwise referred to by, or assigned to, any other person (including any person
that acquires any Certificates from you or that seeks to assert your rights in
respect of this letter (other than your successor in interest by means of
merger, consolidation, transfer of a business or other similar transaction)) or
for any other purpose. In addition, we disclaim any obligation to update this
letter for changes in fact or law, or otherwise.

                                Very truly yours,


                                      C-1-4



                                   SCHEDULE A

Structured Asset Securities Corporation II  Standard & Poor's Rating Services
745 Seventh Avenue                          55 Water Street
New York, New York 10019                    New York, New York 10041

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

UBS Securities LLC                          Fitch Ratings, Inc.
1285 Avenue of the Americas                 One State Street Plaza, 32nd Floor
New York, New York 10019                    New York, New York 10004

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


                                      C-1-5



                                   EXHIBIT C-2

                 OPINION OF IN-HOUSE COUNSEL TO ADDITIONAL PARTY

                                [UBS LETTERHEAD]

                                 August 25, 2005

TO THE PERSONS ON
THE ATTACHED SCHEDULE A

          LB-UBS Commercial Mortgage Trust 2005-C5, Commercial Mortgage
               Pass-Through Certificates, Series 2005-C5

Ladies and Gentlemen:

          I am Executive Director and Counsel of UBS AG. UBS Principal Finance
LLC, a Delaware limited liability company ("UBSPF"), is a wholly owned
subsidiary of UBS AG. I have been asked to deliver this opinion in connection
with (i) the sale by UBS Real Estate Investments Inc. ("UBSREI") and the
purchase by Structured Asset Securities Corporation II ("SASC") of certain
multi-family and commercial mortgage loans, pursuant to a Mortgage Loan Purchase
Agreement, dated as of August 15, 2005 (the "Agreement"), by and among SASC, as
purchaser, UBSREI, as seller, and UBSPF, as additional party. Capitalized terms
used and not otherwise defined herein have the meanings given to them in the
Agreement.

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

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

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

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


                                      C-2-1



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

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

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

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

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

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

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

          6. The execution, delivery and performance by UBSPF of, and the
consummation of the transactions contemplated by, the Agreement do not and will
not result in a breach of any term or provision of the certificate of formation
or limited liability company agreement of UBSPF or in a breach of, constitute a
default under, require any consent under, or result in the acceleration or
require prepayment of any indebtedness pursuant to the terms of, any agreement
or instrument, of which I have actual knowledge, to which UBSPF is a party or by
which it is bound or to which it is subject, or result in the creation or
imposition of any lien upon any property of UBSPF pursuant to the terms of any
such agreement or instrument, any of which occurrences, either in any one
instance or in the aggregate, would call into question the validity of the
Agreement or be reasonably likely to impair materially the ability of UBSPF to
perform under the terms of the Agreement.


                                      C-2-2



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

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

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

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

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

                                Sincerely,


                                Greg Walker
                                Executive Director


                                      C-2-3



                                   SCHEDULE A

UBS Securities LLC                          Standard & Poor's Rating Services
1285 Avenue of the Americas                 55 Water Street
New York, New York 10019                    New York, New York 10041

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

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

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603


                                      C-2-4