EXECUTION COPY

                   STRUCTURED ASSET SECURITIES CORPORATION II,
                                    Depositor

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                               as Master Servicer

                                       and

                               LNR PARTNERS, INC.,
                               as Special Servicer

                                       and

                       LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee

                                       and

                               ABN AMRO BANK N.V.,
                                 as Fiscal Agent

                         POOLING AND SERVICING AGREEMENT

                           Dated as of August 11, 2005

                                   ----------

                                 $2,344,068,538

                    LB-UBS Commercial Mortgage Trust 2005-C5

                 Commercial Mortgage Pass-Through Certificates,
                                 Series 2005-C5



                                TABLE OF CONTENTS


                                                                                            PAGE
                                                                                            ----

                                    ARTICLE I

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

SECTION 1.01.    Defined Terms................................................................11
SECTION 1.02.    General Interpretive Principles.............................................108
SECTION 1.03.    Certain Adjustments to the Principal Distributions on the Certificates......109

                                   ARTICLE II

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

SECTION 2.01.    Creation of Trust; Conveyance of Trust Mortgage Loans.......................112
SECTION 2.02.    Acceptance of Trust Fund by Trustee.........................................115
SECTION 2.03.    Repurchase of Trust Mortgage Loans for Document Defects and Breaches of
                    Representations and Warranties...........................................117
SECTION 2.04.    Representations, Warranties and Covenants of the Depositor..................124
SECTION 2.05.    Acceptance of Grantor Trust Assets by Trustee; Issuance of the Class V
                    Certificates.............................................................126
SECTION 2.06.    Acceptance of Loan REMICs by Trustee; Execution, Authentication and Delivery
                    of Class R-LR  Certificates; Creation of Loan REMIC Regular Interests....127
SECTION 2.07.    Conveyance of Loan REMIC Regular Interests..................................127
SECTION 2.08.    Execution, Authentication and Delivery of Class R-I Certificates; Creation
                    of REMIC I Regular Interests.............................................128
SECTION 2.09.    Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee..128
SECTION 2.10.    Execution, Authentication and Delivery of Class R-II Certificates; Creation
                    of REMIC II Regular Interests............................................128
SECTION 2.11.    Conveyance of REMIC II Regular Interests; Acceptance of REMIC III by
                    Trustee..................................................................128
SECTION 2.12.    Execution, Authentication and Delivery of REMIC III Certificates............129
SECTION 2.13.    Acceptance of Loss of Value Reserve Fund by Trustee.........................129

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.    Administration of the Mortgage Loans........................................130
SECTION 3.02.    Collection of Mortgage Loan Payments........................................132
SECTION 3.03.    Collection of Taxes, Assessments and Similar Items; Servicing Accounts;
                    Reserve Accounts.........................................................135






SECTION 3.04.    Pool Custodial Account, Defeasance Deposit Account, Collection Account,
                    Interest Reserve Account, Excess Liquidation Proceeds Account and Loss of
                    Value Reserve Fund.......................................................137
SECTION 3.04A.   Loan Combination Custodial Accounts for Serviced Loan Combinations..........143
SECTION 3.05.    Permitted Withdrawals From the Pool Custodial Account, the Collection
                    Account, the Interest Reserve Account and the Excess Liquidation Proceeds
                    Account..................................................................145
SECTION 3.05A.   Permitted Withdrawals From the Loan Combination Custodial Accounts..........153
SECTION 3.06.    Investment of Funds in the Collection Account, the Servicing Accounts, the
                    Reserve Accounts, the Defeasance Deposit Account, the Custodial Accounts,
                    the REO Accounts, the Interest Reserve Account and the Excess Liquidation
                    Proceeds Account.........................................................162
SECTION 3.07.    Maintenance of Insurance Policies; Errors and Omissions and Fidelity
                    Coverage; Environmental Insurance........................................164
SECTION 3.08.    Enforcement of Alienation Clauses...........................................168
SECTION 3.09.    Realization Upon Defaulted Mortgage Loans; Required Appraisals; Appraisal
                    Reduction Calculation....................................................173
SECTION 3.10.    Trustee and Custodian to Cooperate; Release of Mortgage Files...............178
SECTION 3.11.    Servicing Compensation; Payment of Expenses; Certain Matters Regarding
                    Servicing Advances.......................................................179
SECTION 3.12.    Property Inspections; Collection of Financial Statements; Delivery of
                    Certain Reports..........................................................187
SECTION 3.12A.   Preparation and Delivery of Certain Statements and Reports to the Serviced
                    Non-Trust Mortgage Loan Noteholders......................................190
SECTION 3.13.    Annual Statement as to Compliance...........................................192
SECTION 3.14.    Reports by Independent Public Accountants...................................193
SECTION 3.15.    Access to Certain Information...............................................194
SECTION 3.16.    Title to REO Property; REO Accounts.........................................195
SECTION 3.17.    Management of REO Property..................................................197
SECTION 3.18.    Sale of Trust Mortgage Loans and Administered REO Properties................201
SECTION 3.19.    Additional Obligations of the Master Servicer and Special Servicer;
                    Obligations to Notify Ground Lessors and Hospitality Franchisors; the
                    Special Servicer's Right to Request the Master Servicer to Make Servicing
                    Advances; Mortgage Enforcement Actions...................................205
SECTION 3.20.    Modifications, Waivers, Amendments and Consents; Defeasance.................208
SECTION 3.21.    Transfer of Servicing Between Master Servicer and Special Servicer; Record
                    Keeping..................................................................217
SECTION 3.22.    Sub-Servicing Agreements....................................................219
SECTION 3.23.    Representations and Warranties of the Master Servicer.......................221
SECTION 3.24.    Representations and Warranties of the Special Servicer......................223
SECTION 3.25.    Certain Matters Regarding the Purchase of the Trust Mortgage Loan in a Loan
                    Combination..............................................................224
SECTION 3.26.    Application of Default Charges..............................................225

                                   ARTICLE IV

          PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

SECTION 4.01.    Distributions...............................................................228






SECTION 4.02.    Statements to Certificateholders and Others.................................239
SECTION 4.03.    P&I Advances With Respect to the Mortgage Pool..............................247
SECTION 4.04.    Allocations of Realized Losses and Additional Trust Fund Expenses...........253
SECTION 4.05.    Various Reinstatement Amounts...............................................254
SECTION 4.06.    Calculations................................................................256
SECTION 4.07.    Use of Agents...............................................................256

                                    ARTICLE V

                                THE CERTIFICATES

SECTION 5.01.    The Certificates............................................................257
SECTION 5.02.    Registration of Transfer and Exchange of Certificates.......................257
SECTION 5.03.    Book-Entry Certificates.....................................................265
SECTION 5.04.    Mutilated, Destroyed, Lost or Stolen Certificates...........................267
SECTION 5.05.    Persons Deemed Owners.......................................................267

                                   ARTICLE VI

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

SECTION 6.01.    Liability of Depositor, Master Servicer and Special Servicer................268
SECTION 6.02.    Continued Qualification and Compliance of Master Servicer; Merger,
                    Consolidation or Conversion of Depositor, Master Servicer or Special
                    Servicer.................................................................268
SECTION 6.03.    Limitation on Liability of Depositor, Master Servicer and Special Servicer..269
SECTION 6.04.    Resignation of Master Servicer and the Special Servicer.....................270
SECTION 6.05.    Rights of Depositor, Trustee and Serviced Non-Trust Mortgage Loan
                    Noteholders in Respect of the Master Servicer and the Special Servicer...271
SECTION 6.06.    Depositor, Master Servicer and Special Servicer to Cooperate with Trustee...271
SECTION 6.07.    Depositor, Special Servicer and Trustee to Cooperate with Master Servicer...271
SECTION 6.08.    Depositor, Master Servicer and Trustee to Cooperate with Special Servicer...272
SECTION 6.09.    Designation of Special Servicer and Controlling Class Representative by the
                    Controlling Class; Designation of 500 West Madison Special Servicer by
                    the 500 West Madison Note B Non-Trust Mortgage Loan Noteholder...........272
SECTION 6.10.    Master Servicer or Special Servicer as Owner of a Certificate...............276
SECTION 6.11.    Certain Powers of the Controlling Class Representative......................276
SECTION 6.12.    Certain Matters Regarding the Serviced Loan Combinations....................279

                                   ARTICLE VII

                                     DEFAULT

SECTION 7.01.    Events of Default and Outside Servicer Defaults.............................284






SECTION 7.02.    Trustee to Act; Appointment of Successor....................................292
SECTION 7.03.    Notification to Certificateholders..........................................293
SECTION 7.04.    Waiver of Events of Default and Outsider Servicer Defaults..................293
SECTION 7.05.    Additional Remedies of Trustee Upon Event of Default or Outside Servicer
                    Default..................................................................294

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

SECTION 8.01.    Duties of Trustee...........................................................295
SECTION 8.02.    Certain Matters Affecting Trustee...........................................296
SECTION 8.03.    Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of
                    Certificates or Mortgage Loans...........................................297
SECTION 8.04.    Trustee and Fiscal Agent May Own Certificates...............................297
SECTION 8.05.    Fees and Expenses of Trustee; Indemnification of and by Trustee.............298
SECTION 8.06.    Eligibility Requirements for Trustee........................................299
SECTION 8.07.    Resignation and Removal of Trustee..........................................299
SECTION 8.08.    Successor Trustee...........................................................301
SECTION 8.09.    Merger or Consolidation of Trustee and Fiscal Agent.........................301
SECTION 8.10.    Appointment of Co-Trustee or Separate Trustee...............................301
SECTION 8.11.    Appointment of Custodians...................................................302
SECTION 8.12.    Appointment of Authenticating Agents........................................303
SECTION 8.13.    Appointment of Tax Administrators...........................................304
SECTION 8.14.    Access to Certain Information...............................................305
SECTION 8.15.    Reports to the Securities and Exchange Commission and Related Reports.......306
SECTION 8.16.    Representations and Warranties of Trustee...................................313
SECTION 8.17.    The Fiscal Agent............................................................314
SECTION 8.18.    Representations and Warranties of Fiscal Agent..............................315

                                   ARTICLE IX

                                   TERMINATION

SECTION 9.01.    Termination Upon Repurchase or Liquidation of All Trust Mortgage Loans......317
SECTION 9.02.    Additional Termination Requirements.........................................319
SECTION 9.03.    Outside Administered REO Properties.........................................320

                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

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






                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

SECTION 11.01.   Amendment...................................................................327
SECTION 11.02.   Recordation of Agreement; Counterparts......................................329
SECTION 11.03.   Limitation on Rights of Certificateholders..................................329
SECTION 11.04.   Governing Law; Consent to Jurisdiction......................................330
SECTION 11.05.   Notices.....................................................................330
SECTION 11.06.   Severability of Provisions..................................................331
SECTION 11.07.   Grant of a Security Interest................................................331
SECTION 11.08.   Streit Act..................................................................332
SECTION 11.09.   Successors and Assigns; Beneficiaries.......................................332
SECTION 11.10.   Article and Section Headings................................................333
SECTION 11.11.   Notices to Rating Agencies..................................................333
SECTION 11.12.   Complete Agreement..........................................................334




                             SCHEDULES AND EXHIBITS

Schedule No.   Schedule Description
------------   --------------------
      I        Trust Mortgage Loan Schedule
     II        Representations and Warranties of the Depositor
     III       Exceptions to the Representations and Warranties of the Depositor
     IV        Schedule of Environmentally Insured Mortgage Loans
      V        Schedule of Initial Deposit Mortgage Loans
     VI        Schedule of Mortgage Loans Secured by a Hospitality Property or
                  Nursing Facility
     VII       Schedule of Early Defeasance Mortgage Loans
    VIII       Schedule of Reference Rates
     IX        Schedule of Class A-AB Planned Principal Balances

Exhibit No.   Exhibit Description
-----------   -------------------
    A-1       Form of Class [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1A] Certificate
    A-2       Form of Class X-CP Certificate
    A-3       Form of Class X-CL Certificate
    A-4       Form of Class [A-M] [A-J] [B] [C] [D] [E] [F] Certificate
    A-5       Form of Class [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T]
                 Certificate
    A-6       Form of Class [R-I] [R-II] [R-III] [R-LR] Certificate
    A-7       Form of Class V Certificate
     B        Form of Distribution Date Statement
     C        Form of Custodial Certification
    D-1       Form of Master Servicer Request for Release
    D-2       Form of Special Servicer Request for Release
     E        Form of Loan Payoff Notification Report
    F-1       Form of Transferor Certificate for Transfers of Definitive
              Non-Registered Certificates
    F-2A      Form I of Transferee Certificate for Transfers of Definitive
                 Non-Registered Certificates
    F-2B      Form II of Transferee Certificate for Transfers of Definitive
                 Non-Registered Certificates
    F-2C      Form of Transferee Certificate for Transfers of Interests in Rule
                 144A Global Certificates
    F-2D      Form of Transferee Certificate for Transfers of Interests in
                 Regulation S Global Certificates
    G-1       Form I of Transferee Certificate in Connection with ERISA
                (Definitive Non-Registered Certificates)
    G-2       Form II of Transferee Certificate in Connection with ERISA (Book-
                 Entry Non-Registered Certificates)
    H-1       Form of Transfer Affidavit and Agreement regarding Residual
                 Interest Certificates
    H-2       Form of Transferor Certificate regarding Residual Interest
                 Certificates
    I-1       Form of Notice and Acknowledgment
    I-2       Form of Acknowledgment of Proposed Special Servicer
     J        Form of UCC-1 Financing Statement Schedule
     K        Sub-Servicers in respect of which Sub-Servicing Agreements are in
                 effect or being negotiated as of the Closing Date
    L-1       Form of Information Request/Investor Certification for Website
                 Access from Certificate [Holder] [Owner]
    L-2       Form of Information Request/Investor Certification for Website
                 Access from Prospective Investor
     M        Form of Defeasance Certification


                                      -vi-



Exhibit No.   Exhibit Description
-----------   -------------------
     N        Form of Seller/Depositor Notification
     O        Form of Controlling Class Representative Confidentiality Agreement
     P        Form of Trustee Backup Certification
     Q        Form of Master Servicer Backup Certification
     R        Form of Special Servicer Backup Certification
     S        Form of Outside Master Servicer Notice


                                      -vii-



          This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of August 11, 2005, among STRUCTURED ASSET SECURITIES CORPORATION
II, as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer, LNR
PARTNERS, INC., as Special Servicer, LASALLE BANK NATIONAL ASSOCIATION, as
Trustee and ABN AMRO BANK N.V., as Fiscal Agent.

                             PRELIMINARY STATEMENT:

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

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

          As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the Trust Mortgage Loans (exclusive of the Early
Defeasance Trust Mortgage Loans, if any, and exclusive of any collections of
Additional Interest on the ARD Trust Mortgage Loans, if any, after their
respective Anticipated Repayment Dates), any Loan REMIC Regular Interests and
certain other related assets subject to this Agreement as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC I". The Class R-I Certificates will represent the sole class of "residual
interests" in REMIC I for purposes of the REMIC Provisions under federal income
tax law. A separate REMIC I Regular Interest will, on the Closing Date, be
issued with respect to, and will thereafter relate to, each Trust Mortgage Loan
included in REMIC I and each Loan REMIC Regular Interest, if any, included in
REMIC I. Each REMIC I Regular Interest issued with respect to, and relating to,
a Trust Mortgage Loan in REMIC I, shall also relate to any successor REO Trust
Mortgage Loan with respect to such Trust Mortgage Loan. Each REMIC I Regular
Interest issued with respect to, and relating to, any Loan REMIC Regular
Interest, shall also relate to the Early Defeasance Trust Mortgage Loan and any
successor REO Trust Mortgage Loan corresponding to such Loan REMIC



Regular Interest. Each REMIC I Regular Interest shall: (i) bear a numeric
designation that is the same as the loan number for the related Trust Mortgage
Loan set forth on the Trust Mortgage Loan Schedule; (ii) accrue interest at a
per annum rate described in the definition of "REMIC I Remittance Rate"; and
(iii) have an initial Uncertificated Principal Balance equal to the Cut-off Date
Balance of the related Trust Mortgage Loan. The Legal Final Distribution Date of
each of the REMIC I Regular Interests is the Distribution Date immediately
following the third anniversary of the end of the remaining amortization term
(as determined as of the Closing Date) of the related Trust Mortgage Loan. None
of the REMIC I Regular Interests will be certificated.

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


                                       -2-



                                      Initial Uncertificated
Designation of REMIC II Regular   Principal Balance of REMIC II
           Interests                    Regular Interests
-------------------------------   -----------------------------
              A-1-1                        $ 52,283,000
              A-1-2                        $ 25,717,000
             A-1A-1                        $  3,660,000
             A-1A-2                        $  3,674,000
             A-1A-3                        $  7,581,000
             A-1A-4                        $  7,156,000
             A-1A-5                        $ 36,043,000
             A-1A-6                        $  4,998,000
             A-1A-7                        $  3,976,000
             A-1A-8                        $105,234,000
              A-2-1                        $ 39,873,000
              A-2-2                        $118,670,000
              A-2-3                        $112,453,000
              A-2-4                        $ 76,004,000
               A-3                         $158,000,000
              A-AB                         $ 76,000,000
              A-4-1                        $ 36,490,000
              A-4-2                        $106,510,000
              A-4-3                        $ 67,365,000
              A-4-4                        $599,160,000
               A-M                         $234,407,000
               A-J                         $187,526,000
                B                          $ 20,510,000
               C-1                         $  7,434,000
               C-2                         $ 24,797,000
               D-1                         $  1,373,000
               D-2                         $ 27,928,000
                E                          $ 23,441,000
               F-1                         $ 18,347,000
               F-2                         $ 10,954,000
               G-1                         $  6,994,000
               G-2                         $ 19,377,000
                H                          $ 23,440,000
               J-1                         $    413,000
               J-2                         $ 14,238,000
                K                          $ 20,510,000
                L                          $  8,790,000
                M                          $  5,861,000
                N                          $  8,790,000
                P                          $  2,930,000
                Q                          $  5,860,000
                S                          $  5,860,000
                T                          $ 23,441,538

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


                                       -3-



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

             Class                        Original Class
Designation of Regular Interest   Principal Balance of Regular
      Certificate Classes          Interest Certificate Classes
-------------------------------   -----------------------------
           Class A-1                       $ 78,000,000
           Class A-2                       $347,000,000
           Class A-3                       $158,000,000
           Class A-AB                      $ 76,000,000
           Class A-4                       $809,525,000
           Class A-1A                      $172,322,000
           Class A-M                       $234,407,000
           Class A-J                       $187,526,000
            Class B                        $ 20,510,000
            Class C                        $ 32,231,000
            Class D                        $ 29,301,000
            Class E                        $ 23,441,000
            Class F                        $ 29,301,000
            Class G                        $ 26,371,000
            Class H                        $ 23,440,000
            Class J                        $ 14,651,000
            Class K                        $ 20,510,000
            Class L                        $  8,790,000
            Class M                        $  5,861,000
            Class N                        $  8,790,000
            Class P                        $  2,930,000
            Class Q                        $  5,860,000
            Class S                        $  5,860,000
            Class T                        $ 23,441,538
           Class X-CL                          (1)
           Class X-CP                          (2)

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


                                       -4-



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

          As provided herein, the Trustee shall take all actions necessary to
ensure that the portion of the Trust Fund consisting of the Grantor Trust
Assets, if any, maintains its status as a grantor trust under the Code. The
Class V Certificates (if issued in accordance with Section 2.05) will represent
the entire beneficial ownership of the Grantor Trust Assets. Notwithstanding the
foregoing, however, if the Trust Fund does not include ARD Trust Mortgage Loans,
then there will be no Grantor Trusts, the Class V Certificates will not be
issued and the provisions of Section 2.05(b) will apply.

          The Initial Pool Balance will be $2,344,068,539.

          There exists one Trust Mortgage Loan (the "200 Park Avenue Trust
Mortgage Loan"), with a Cut-off Date Balance of $285,131,898, that is evidenced
by a Mortgage Note designated as the Second Amended and Restated Promissory Note
A-2 and is, together with the two (2) other mortgage loans that will not be part
of the Trust Fund (such two (2) other mortgage loans, collectively, the "200
Park Avenue Non-Trust Mortgage Loans"), secured on a collective basis by the
same Mortgage encumbering the property identified on the Trust Mortgage Loan
Schedule as 200 Park Avenue (the "200 Park Avenue Mortgaged Property"). The 200
Park Avenue Non-Trust Mortgage Loans consist of: (i) one mortgage loan (the "200
Park Avenue Note A-1 Non-Trust Mortgage Loan") that has an unpaid principal
balance as of the Cut-off Date of $329,736,204, is evidenced by a Mortgage Note
designated as the Second Amended and Restated Promissory Note A-1 and is, as of
the Closing Date, together with various other commercial and multifamily
mortgage loans, included in a commercial mortgage securitization (the "LB-UBS
Series 2005-C3_Securitization") involving the issuance of the LB-UBS Commercial
Mortgage Trust 2005-C3, Commercial Mortgage Pass-Through Certificates, Series
2005-C3 (the "LB-UBS Series 2005-C3 Certificates"); and (ii) an additional
mortgage loan (the "200 Park Avenue Note A-3 Non-Trust Mortgage Loan") that has
an unpaid principal balance as of the Cut-off Date of $285,131,898, is evidenced
by a Mortgage Note designated as the Second Amended and Restated Promissory Note
A-3 and is, as of the Closing Date, held by an Affiliate of the Depositor. The
200 Park Avenue Trust Mortgage Loan and the 200 Park Avenue Non-Trust Mortgage
Loans collectively constitute the "200 Park Avenue Loan Combination" (which term
shall include any group of successor REO Mortgage Loans or other comparable
deemed mortgage loans with respect to those three (3) Mortgage Loans).

          The relative rights of the respective lenders in respect of the 200
Park Avenue Loan Combination are set forth in a co-lender agreement dated as of
June 13, 2005 (as amended, restated, supplemented or otherwise modified from
time to time, the "200 Park Avenue Co-Lender Agreement"), between the holder of
the Mortgage Note for the 200 Park Avenue Trust Mortgage Loan and the respective
holders of the Mortgage Notes for the 200 Park Avenue Non-Trust Mortgage Loans.
As of the Closing Date, the entire 200 Park Avenue Loan Combination is to be
serviced and administered in accordance with a pooling and servicing agreement,
dated as of June 13, 2005 (together with any successor servicing agreement
provided for under the 200 Park Avenue Co-Lender Agreement, as any such
servicing agreement may be amended, restated, supplemented or otherwise modified
from time to


                                       -5-



time, the "200 Park Avenue Servicing Agreement"), between Structured Asset
Securities Corporation II, as depositor, Wells Fargo Bank, National Association,
as master servicer (in such capacity, and together with any successor master
servicers in respect of the 200 Park Avenue Loan Combination, the "200 Park
Avenue Master Servicer"), J.E. Robert Company, Inc., as special servicer (in
such capacity, and together with any successor special servicers in respect of
the 200 Park Avenue Loan Combination, the "200 Park Avenue Special Servicer"),
LaSalle Bank National Association, as trustee (in such capacity, and together
with any successor trustees under such pooling and servicing agreement, the "200
Park Avenue Trustee") and ABN AMRO Bank N.V., as fiscal agent.

          There exists one Trust Mortgage Loan (the "Courtyard by Marriott Trust
Mortgage Loan"), with a Cut-off Date Balance of $177,900,000, that is evidenced
by a Mortgage Note designated as Promissory Note (Replacement Note A-2) and is,
together with three (3) other mortgage loans that will not be part of the Trust
Fund (such three (3) other mortgage loans, collectively, the "Courtyard by
Marriott Non-Trust Mortgage Loans"), secured on a collective basis by the same
Mortgage encumbering the properties collectively identified on the Trust
Mortgage Loan Schedule as Courtyard by Marriott Portfolio (collectively, the
"Courtyard by Marriott Mortgaged Property"). The Courtyard by Marriott Non-Trust
Mortgage Loans consist of: (i) one (1) mortgage loan (the "Courtyard by Marriott
Note A-1 Mortgage Loan") that has an unpaid principal balance as of the Cut-off
Date of $164,200,000, is evidenced by a Mortgage Note designated as Promissory
Note (Replacement Note A-1), consists of two (2) loan components and is, as of
the Closing Date, together with various other commercial and multifamily
mortgage loans, included in the LB-UBS Series 2005-C3 Securitization, which
involves the issuance of the LB-UBS Series 2005-C3 Certificates; (ii) one (1)
mortgage loan (the "Courtyard by Marriott Note A-3 Non-Trust Mortgage Loan")
that has an unpaid principal balance as of the Cut-off Date of $177,900,000, is
evidenced by a Mortgage Note designated as Promissory Note (Replacement Note
A-3) and is, as of the Closing Date, held by an Affiliate of the Depositor; and
(iii) one (1) mortgage loan (the "Courtyard by Marriott Note B Non-Trust
Mortgage Loan") that has an unpaid principal balance as of the Cut-off Date of
$30,000,000, is evidenced by a Mortgage Note designated as Promissory Note
(Replacement Note B) and is, as of the Closing Date, held by an Affiliate of the
Depositor. The Courtyard by Marriott Trust Mortgage Loan and the Courtyard by
Marriott Non-Trust Mortgage Loans collectively constitute the "Courtyard by
Marriott Loan Combination" (which term shall include any group of successor REO
Mortgage Loans or comparable deemed mortgage loans with respect to those four
(4) Mortgage Loans).

          The relative rights of the respective lenders in respect of the
Courtyard by Marriott Loan Combination are set forth in a co-lender agreement
dated as of June 13, 2005 (as amended, restated, supplemented or otherwise
modified from time to time, the "Courtyard by Marriott Co-Lender Agreement"),
between the holder of the Mortgage Note for the Courtyard by Marriott Trust
Mortgage Loan and the respective holders of the Mortgage Notes for the Courtyard
by Marriott Non-Trust Mortgage Loans. As of the Closing Date, the entire
Courtyard by Marriott Loan Combination is to be serviced and administered in
accordance with a pooling and servicing agreement, dated as of June 13, 2005
(together with any successor servicing agreement provided for under the
Courtyard by Marriott Co-Lender Agreement, as any such servicing agreement may
be amended, restated, supplemented or otherwise modified from time to time, the
"Courtyard by Marriott Servicing Agreement"), between Structured Asset
Securities Corporation II, as depositor, Wells Fargo Bank, National Association,
as master servicer (in such capacity, and together with any successor master
servicers in respect of the Courtyard by Marriott Loan Combination, the
"Courtyard by Marriott Master Servicer"), J.E. Robert Company, Inc., as special
servicer (in such capacity, and together with any successor special servicers in


                                       -6-



respect of the Courtyard by Marriott Loan Combination, the "Courtyard by
Marriott Special Servicer"), LaSalle Bank National Association, as trustee (in
such capacity, and together with any successor trustees under such pooling and
servicing agreement, the "Courtyard by Marriott Trustee") and ABN AMRO Bank
N.V., as fiscal agent.

          There exists one Trust Mortgage Loan (the "1345 Avenue of the Americas
Trust Mortgage Loan"), with a Cut-off Date Balance of $46,800,000, that is
evidenced by a Mortgage Note designated as Note 1-A2 and is, together with ten
(10) other mortgage loans that will not be part of the Trust Fund (such ten (10)
other mortgage loans, collectively, the "1345 Avenue of the Americas Non-Trust
Mortgage Loans"), secured on a collective basis by the same Mortgage encumbering
the property identified on the Trust Mortgage Loan Schedule as 1345 Avenue of
the Americas (the "1345 Avenue of the Americas Mortgaged Property"). The 1345
Avenue of the Americas Non-Trust Mortgage Loans consist of: (i) one (1) mortgage
loan (the "1345 Avenue of the Americas Note 1-A1 Non-Trust Mortgage Loan") that
has an unpaid principal balance as of the Cut-off Date of $46,800,000 and is
evidenced by a Mortgage Note designated as Note 1-A1; (ii) one (1) mortgage loan
(the "1345 Avenue of the Americas Note 1-A3 Non-Trust Mortgage Loan") that has
an unpaid principal balance as of the Cut-off Date of $169,193,977 and is
evidenced by a Mortgage Note designated as Note 1-A3; (iii) one (1) mortgage
loan (the "1345 Avenue of the Americas Note 1-A4 Non-Trust Mortgage Loan") that
has an unpaid principal balance as of the Cut-off Date of $169,193,977 and is
evidenced by a Mortgage Note designated as Note 1-A4; (iv) one (1) mortgage loan
(the "1345 Avenue of the Americas Note 2 Non-Trust Mortgage Loan") that has an
unpaid principal balance as of the Cut-off Date of $100,000,000, is evidenced by
a Mortgage Note designated as Note 2 and consists of two (2) loan components;
and (v) six (6) other mortgage loans (collectively, the "1345 Avenue of the
Americas Note 1-B/C Non-Trust Mortgage Loans") that have an aggregate unpaid
principal balance as of the Cut-off Date of $198,012,046, are evidenced by
Mortgage Notes designated as Note 1-B1, Note 1-B2, Note 1-C1, Note 1-C2, Note
1-C3 and Note 1-C4 respectively. The 1345 Avenue of the Americas Trust Mortgage
Loan and the 1345 Avenue of the Americas Non-Trust Mortgage Loans collectively
constitute the "1345 Avenue of the Americas Loan Combination" (which term shall
include any group of successor REO Mortgage Loans or comparable deemed mortgage
loans with respect to those 11 Mortgage Loans). The 1345 Avenue of the Americas
Note 1-A3 Non-Trust Mortgage Loan, the 1345 Avenue of the Americas Note 1-A4
Non-Trust Mortgage Loan and two (2) of the 1345 Avenue of the Americas Note
1-B/C Non-Trust Mortgage Loans are included in a commercial mortgage
securitization (the "Series FB 2005-1 Securitization") involving the issuance of
the 1345 Avenue of the Americas and Park Avenue Plaza Trust, Commercial Mortgage
Pass-Through Certificates, Series FB 2005-1 (the "Series FB 2005-1
Certificates"). The other 1345 Avenue of the Americas Non-Trust Mortgage Loans
are held by third party institutional investors.

          The relative rights of the respective lenders in respect of the 1345
Avenue of the Americas Loan Combination are set forth in a co-lender agreement
dated as of July 6, 2005 (as amended, restated, supplemented or otherwise
modified from time to time, the "1345 Avenue of the Americas Co-Lender
Agreement"), between the holder of the Mortgage Note for the 1345 Avenue of the
Americas Trust Mortgage Loan and the respective holders of the Mortgage Notes
for the 1345 Avenue of the Americas Non-Trust Mortgage Loans. As of the Closing
Date, the entire 1345 Avenue of the Americas Loan Combination is to be serviced
and administered in accordance with a pooling and servicing agreement, dated as
of August 25, 2005 (together with any successor servicing agreement provided for
under the 1345 Avenue of the Americas Co-Lender Agreement, as any such servicing
agreement may be amended, restated, supplemented or otherwise modified from time
to time, the "1345


                                       -7-



Avenue of the Americas Servicing Agreement"), between Morgan Stanley Capital I
Inc., as depositor, Wells Fargo Bank, National Association, as master servicer
(in such capacity, and together with any successor master servicers in respect
of the 1345 Avenue of the Americas Loan Combination, the "1345 Avenue of the
Americas Master Servicer"), Wells Fargo Bank, National Association, as special
servicer (in such capacity, and together with any successor special servicers in
respect of the 1345 Avenue of the Americas Loan Combination, the "1345 Avenue of
the Americas Special Servicer"), LaSalle Bank National Association, as trustee
(in such capacity, and together with any successor trustees under such pooling
and servicing agreement, the "1345 Avenue of the Americas Trustee") and ABN AMRO
Bank N.V., as fiscal agent.

          There exists one Trust Mortgage Loan (the "Park Avenue Plaza Trust
Mortgage Loan"), with a Cut-off Date Balance of $19,350,000, that is evidenced
by a Mortgage Note designated as Note 1-A2 and is, together with six (6) other
mortgage loans that will not be part of the Trust Fund (such six (6) other
mortgage loans, collectively, the "Park Avenue Plaza Non-Trust Mortgage Loans"),
secured on a collective basis by the same Mortgage encumbering the property
identified on the Trust Mortgage Loan Schedule as Park Avenue Plaza (the "Park
Avenue Plaza Mortgaged Property"). The Park Avenue Plaza Non-Trust Mortgage
Loans consist of: (i) one (1) mortgage loan (the "Park Avenue Plaza Note 1-A1
Non-Trust Mortgage Loan") that has an unpaid principal balance as of the Cut-off
Date of $19,350,000 and is evidenced by a Mortgage Note designated as Note 1-A1;
(ii) one (1) mortgage loan (the "Park Avenue Plaza Note 1-A3 Non-Trust Mortgage
Loan") that has an unpaid principal balance as of the Cut-off Date of
$55,494,045 and is evidenced by a Mortgage Note designated as Note 1-A3; (iii)
one (1) mortgage loan (the "Park Avenue Plaza Note 1-A4 Non-Trust Mortgage
Loan") that has an unpaid principal balance as of the Cut-off Date of
$55,494,045 and is evidenced by a Mortgage Note designated as Note 1-A4; (iv)
one (1) mortgage loan (the "Park Avenue Plaza Note 2 Non-Trust Mortgage Loan")
that has an unpaid principal balance as of the Cut-off Date of $100,000,000 and
is evidenced by a Mortgage Note designed as Note 2; and (v) two (2) other
mortgage loans (together, the "Park Avenue Plaza Note 1-B Non-Trust Mortgage
Loans") that have an aggregate principal balance as of the Cut-off Date of
$1,311,910, and are evidenced by Mortgage Notes designated as Note 1-B1 and Note
1-B2, respectively. The Park Avenue Plaza Trust Mortgage Loan and the Park
Avenue Plaza Non-Trust Mortgage Loans collectively constitute the "Park Avenue
Plaza Loan Combination" (which term shall include any group of successor REO
Mortgage Loans or comparable deemed mortgage loans with respect to those seven
(7) Mortgage Loans). The Park Avenue Plaza Non-Trust Mortgage Loans (other than
the Park Avenue Plaza Note 1-A1 Non-Trust Mortgage Loan and the Park Avenue
Plaza Note 2 Non-Trust Mortgage Loan) are included in the Series FB 2005-1
Securitization involving the issuance of the Series FB 2005-1 Certificates. The
Park Avenue Plaza Note 1-A1 Non-Trust Mortgage Loan and the Park Avenue Plaza
Note 2 Non-Trust Mortgage Loan are held by third party institutional investors.

          The relative rights of the respective lenders in respect of the Park
Avenue Plaza Loan Combination are set forth in a co-lender agreement dated as of
July 25, 2005 (as amended, restated, supplemented or otherwise modified from
time to time, the "Park Avenue Plaza Co-Lender Agreement"), between the holder
of the Mortgage Note for the Park Avenue Plaza Trust Mortgage Loan and the
respective holders of the Mortgage Notes for the Park Avenue Plaza Non-Trust
Mortgage Loans. As of the Closing Date, the entire Park Avenue Plaza Loan
Combination is to be serviced and administered in accordance with a pooling and
servicing agreement, dated as of August 25, 2005 (together with any successor
servicing agreement provided for under the Park Avenue Plaza Co-Lender
Agreement, as any such servicing agreement may be amended, restated,
supplemented or otherwise modified from time to time, the "Park Avenue Plaza
Servicing Agreement"), between Morgan Stanley


                                       -8-



Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master
servicer (in such capacity, and together with any successor master servicers in
respect of the Park Avenue Plaza Loan Combination, the "Park Avenue Plaza Master
Servicer"), Wells Fargo Bank, National Association, as special servicer (in such
capacity, and together with any successor special servicers in respect of the
Park Avenue Plaza Loan Combination, the "Park Avenue Plaza Special Servicer"),
LaSalle Bank National Association, as trustee (in such capacity, and together
with any successor trustees under such pooling and servicing agreement, the
"Park Avenue Plaza Trustee") and ABN AMRO Bank N.V., as fiscal agent.

          There exist another ten (10) Trust Mortgage Loans (each, a "Serviced
Note A Trust Mortgage Loan") that, in each case, is evidenced by a mortgage note
designated as Note A and is, together with one (1) other mortgage loan that will
not be part of the Trust Fund (each such other mortgage loan, a "Serviced Note B
Non-Trust Mortgage Loan"), secured on a collective basis by the same Mortgage
encumbering the related property identified in the table following this
paragraph (each property identified in such table, an "A/B Mortgaged Property").
The Serviced Note A Trust Mortgage Loan and Serviced Note B Non-Trust Mortgage
Loan that are secured by the same Mortgage on a particular A/B Mortgaged
Property will, together, constitute a "Serviced A/B Loan Combination" (which
term shall include any pair of successor REO Mortgage Loans with respect to
those two (2) mortgage loans). The relative rights of the respective lenders in
respect of each Serviced A/B Loan Combination are set forth in a co-lender
agreement dated as of a date in August 2005 (each such co-lender agreement, as
amended, restated, supplemented or otherwise modified from time to time, an "A/B
Co-Lender Agreement"), between the holder of the Mortgage Note for the Serviced
Note A Trust Mortgage Loan comprising such Serviced A/B Loan Combination and the
holder of the Mortgage Note for the Serviced Note B Non-Trust Mortgage Loan
comprising such Serviced A/B Loan Combination. From and after the Closing Date,
each Serviced A/B Loan Combination is to be serviced and administered in
accordance with this Agreement. The table below identifies each Serviced A/B
Loan Combination by name of the related Mortgaged Property, the Cut-off Date
Balance of each Serviced Note A Trust Mortgage Loan and Serviced Note B
Non-Trust Mortgage Loan included in the subject Serviced A/B Loan Combination
and the holder of the Serviced Note B Non-Trust Mortgage Loan included in the
subject Serviced A/B Loan Combination.

                         SERVICED A/B LOAN COMBINATIONS



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

500 West Madison Street         $220,000,000               $25,000,000          Affiliate of Depositor
Polo Towne Center               $ 23,600,000               $ 1,475,000          Affiliate of Depositor
Fairfax Junction                $ 13,425,000               $   635,000          Affiliate of Depositor
Star Plaza                      $ 10,060,000               $   785,000          Affiliate of Depositor
McDermott                       $  9,870,000               $   705,000          Affiliate of Depositor
Kiln Creek                      $  8,140,000               $   615,000          Affiliate of Depositor
Centre Court                    $  7,720,000               $   525,000          Affiliate of Depositor
401 Frederick                   $  6,880,000               $   387,500          Affiliate of Depositor
Ulster Terrace                  $  6,565,000               $   515,000          Affiliate of Depositor
Lexington Commons               $  5,475,000               $   135,000          Affiliate of Depositor


----------


                                       -9-



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

(2)  As of Closing Date.

          Accordingly, as and to the extent provided herein, (i) the 200 Park
Avenue Trust Mortgage Loan, although part of the Trust Fund, will be serviced
and administered in accordance with the 200 Park Avenue Servicing Agreement, by
the 200 Park Avenue Master Servicer and the 200 Park Avenue Special Servicer,
(ii) the Courtyard by Marriott Trust Mortgage Loan, although part of the Trust
Fund, will be serviced and administered in accordance with the Courtyard by
Marriott Servicing Agreement, by the Courtyard by Marriott Master Servicer and
the Courtyard by Marriott Special Servicer, (iii) the 1345 Avenue of the
Americas Trust Mortgage Loan, although part of the Trust Fund, will be serviced
and administered in accordance with the 1345 Avenue of the Americas Servicing
Agreement, by the 1345 Avenue of the Americas Master Servicer and the 1345
Avenue of the Americas Special Servicer, and (iv) the Park Avenue Plaza Trust
Mortgage Loan, although part of the Trust Fund, will be serviced and
administered in accordance with the Park Avenue Plaza Servicing Agreement, by
the Park Avenue Plaza Master Servicer and the Park Avenue Plaza Special
Servicer. The Serviced Note B Non-Trust Mortgage Loan, although not part of the
Trust Fund, will be serviced hereunder by the Master Servicer and the Special
Servicer.

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

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


                                      -10-



                                   ARTICLE I

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

          SECTION 1.01. Defined Terms.

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

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

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

          "200 Park Avenue Collection Period" shall mean, with respect to any
Trust Master Servicer Remittance Date or any Distribution Date, the period
commencing on the day immediately following the 200 Park Avenue Determination
Date in the calendar month preceding the calendar month in which such Trust
Master Servicer Remittance Date or such Distribution Date, as the case may be,
occurs (or, in the case of each of the initial Trust Master Servicer Remittance
Date and the initial Distribution Date, commencing immediately following the
Cut-off Date) and ending on and including the 200 Park Avenue Determination Date
in the calendar month in which such Trust Master Servicer Remittance Date or
such Distribution Date, as the case may be, occurs.

          "200 Park Avenue Determination Date" shall mean the "Remittance Date"
under the 200 Park Avenue Co-Lender Agreement.

          "200 Park Avenue Loan Combination" shall have the meaning assigned
thereto in the Preliminary Statement.

          "200 Park Avenue Master Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.

          "200 Park Avenue Mortgage Loan" shall mean the 200 Park Avenue Trust
Mortgage Loan or a 200 Park Avenue Non-Trust Mortgage Loan, as applicable.

          "200 Park Avenue Mortgaged Property" shall have the meaning assigned
thereto in the Preliminary Statement.

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

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


                                      -11-



          "200 Park Avenue Note A-1 Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

          "200 Park Avenue Note A-1 Non-Trust Mortgage Loan Noteholder" shall
mean the holder (or, if applicable, the collective holders) of the Mortgage Note
for the 200 Park Avenue Note A-1 Non-Trust Mortgage Loan.

          "200 Park Avenue Note A-3 Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

          "200 Park Avenue Note A-3 Non-Trust Mortgage Loan Noteholder" shall
mean the holder (or, if applicable, the collective holders) of the Mortgage Note
for the 200 Park Avenue Note A-3 Non-Trust Mortgage Loan.

          "200 Park Avenue Noteholders" shall mean the holder of the Mortgage
Note for the 200 Park Avenue Trust Mortgage Loan, together with the 200 Park
Avenue Non-Trust Mortgage Loan Noteholders.

          "200 Park Avenue Servicer" shall mean the 200 Park Avenue Master
Servicer or the 200 Park Avenue Special Servicer, as applicable.

          "200 Park Avenue Servicing Agreement" shall have the meaning assigned
thereto in the Preliminary Statement.

          "200 Park Avenue Special Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.

          "200 Park Avenue Trust Mortgage Loan" shall have the meaning assigned
thereto in the Preliminary Statement, which Trust Mortgage Loan is identified on
the Trust Mortgage Loan Schedule by loan number 1 and is, together with the 200
Park Avenue Non-Trust Mortgage Loans, secured by the same Mortgage on the 200
Park Avenue Mortgaged Property.

          "200 Park Avenue Trustee" shall have the meaning assigned thereto in
the Preliminary Statement.

          "200 Park Avenue Underlying Collection Period" shall mean, with
respect to any Distribution Date or Trust Master Servicer Remittance Date, the
"Loan Combination Collection Period" (within the meaning of the initial 200 Park
Avenue Servicing Agreement) with respect to the 200 Park Avenue Loan Combination
that ends in the calendar month in which such Distribution Date or Trust Master
Servicer Remittance Date, as the case may be, occurs.

          "500 West Madison Change of Control Event" shall mean any Serviced
Loan Combination Change of Control Event with respect to the 500 West Madison
Loan Combination.

          "500 West Madison Co-Lender Agreement" shall mean the Co-Lender
Agreement dated as of August 11, 2005, between Lehman Brothers Bank, FSB as
holder of the Mortgage Note for the 500 West Madison Trust Mortgage Loan and
Lehman Brothers Bank, FSB as holder of the Mortgage Note for the 500 West
Madison Note B Non-Trust Mortgage Loan.


                                      -12-



          "500 West Madison Collection Period" shall mean, with respect to any
500 West Madison Master Servicer Remittance Date, any Trust Master Servicer
Remittance Date or any Distribution Date, the period commencing on the day
immediately following the 500 West Madison Determination Date in the calendar
month preceding the month in which such 500 West Madison Master Servicer
Remittance Date, such Trust Master Servicer Remittance Date or such Distribution
Date, as the case may be, occurs (or, in the case of each of the initial 500
West Madison Master Servicer Remittance Date, the initial Trust Master Servicer
Remittance Date or the initial Distribution Date, commencing immediately
following the Cut-off Date) and ending on and including the 500 West Madison
Determination Date in the calendar month in which such 500 West Madison Master
Servicer Remittance Date, such Trust Master Servicer Remittance Date or such
Distribution Date, as the case may be, occurs.

          "500 West Madison Controlling Party" shall mean the Serviced Loan
Combination Controlling Party with respect to the 500 West Madison Loan
Combination.

          "500 West Madison Cure Rights" shall mean the Cure Rights granted to
the 500 West Madison Note B Non-Trust Mortgage Loan Noteholder under Article VII
of the 500 West Madison Co-Lender Agreement.

          "500 West Madison Determination Date" shall have the same meaning as
Trust Determination Date.

          "500 West Madison Directing Lender" shall mean the Serviced Loan
Combination Directing Lender with respect to the 500 West Madison Loan
Combination.

          "500 West Madison Loan Combination" shall mean the Serviced Loan
Combination consisting of the 500 West Madison Trust Mortgage Loan and the 500
West Madison Note B Non-Trust Mortgage Loan (or any successor REO Mortgage Loans
with respect thereto).

          "500 West Madison Master Servicer Remittance Date" shall have the same
meaning as Trust Master Servicer Remittance Date.

          "500 West Madison Mortgage Loan" shall mean the 500 West Madison Trust
Mortgage Loan or the 500 West Madison Note B Non-Trust Mortgage Loan, as
applicable.

          "500 West Madison Mortgaged Property" shall mean the Mortgaged
Property identified on the Trust Mortgage Loan Schedule as 500 West Madison
Street.

          "500 West Madison Note B Non-Trust Mortgage Loan" shall mean the
mortgage loan that is, together with the 500 West Madison Trust Mortgage Loan,
secured by the same Mortgage on the 500 West Madison Mortgaged Property.

          "500 West Madison Note B Non-Trust Mortgage Loan Noteholder" shall
mean the holder (or the collective holders) of the Mortgage Note for the 500
West Madison Note B Non-Trust Mortgage Loan.

          "500 West Madison Noteholders" shall mean the holder of the Mortgage
Note for the 500 West Madison Trust Mortgage Loan, together with the 500 West
Madison Note B Non-Trust Mortgage Loan Noteholder.


                                      -13-



          "500 West Madison Special Servicer" shall mean any special servicer
hereunder responsible for special servicing the 500 West Madison Loan
Combination or any related REO Property; provided that, if such special servicer
has special servicing responsibilities with respect to other Serviced Mortgage
Loans and/or Administered REO Properties, then the term 500 West Madison Special
Servicer shall refer to such party only to the extent of its rights, duties and
obligations in respect of the 500 West Madison Loan Combination or any related
REO Property.

          "500 West Madison Trust Mortgage Loan" shall mean the Trust Mortgage
Loan that is secured by the 500 West Madison Mortgaged Property and that is
identified on the Trust Mortgage Loan Schedule by loan number 3.

          "1345 Avenue of the Americas Co-Lender Agreement" shall have the
meaning assigned thereto in the Preliminary Statement.

          "1345 Avenue of the Americas Collection Period" shall mean, with
respect to any Trust Master Servicer Remittance Date or any Distribution Date,
the period commencing on the day immediately following the 1345 Avenue of the
Americas Determination Date in the calendar month preceding the calendar month
in which such Trust Master Servicer Remittance Date or such Distribution Date,
as the case may be, occurs (or, in the case of each of the initial Trust Master
Servicer Remittance Date and the initial Distribution Date, commencing
immediately following the Cut-off Date) and ending on and including the 1345
Avenue of the Americas Determination Date in the calendar month in which such
Trust Master Servicer Remittance Date or such Distribution Date, as the case may
be, occurs.

          "1345 Avenue of the Americas Determination Date" shall mean the
"Business Day" (within the meaning of the initial 1345 Avenue of the Americas
Servicing Agreement) following the eighth calendar day of each month, commencing
in September 2005.

          "1345 Avenue of the Americas Loan Combination" shall have the meaning
assigned thereto in the Preliminary Statement.

          "1345 Avenue of the Americas Master Servicer" shall have the meaning
assigned thereto in the Preliminary Statement.

          "1345 Avenue of the Americas Mortgage Loan" shall mean the 1345 Avenue
of the Americas Trust Mortgage Loan or any 1345 Avenue of the Americas Non-Trust
Mortgage Loan, as applicable.

          "1345 Avenue of the Americas Mortgaged Property" shall have the
meaning assigned thereto in the Preliminary Statement.

          "1345 Avenue of the Americas Non-Trust Mortgage Loan Noteholder" shall
mean the holder (or, if applicable, the collective holders) of the Mortgage Note
for the 1345 Avenue of the Americas Non-Trust Mortgage Loan.

          "1345 Avenue of the Americas Non-Trust Mortgage Loans" shall have the
meaning assigned thereto in the Preliminary Statement.


                                      -14-



          "1345 Avenue of the Americas Note 1-A1 Non-Trust Mortgage Loan" shall
have the meaning assigned thereto in the Preliminary Statement.

          "1345 Avenue of the Americas Note 1-A1 Non-Trust Mortgage Loan
Noteholder" shall mean the holder (or, if applicable, the collective holders) of
the Mortgage Note for the 1345 Avenue of the Americas Note 1-A1 Non-Trust
Mortgage Loan.

          "1345 Avenue of the Americas Note 1-A3 Non-Trust Mortgage Loan" shall
have the meaning assigned thereto in the Preliminary Statement.

          "1345 Avenue of the Americas Note 1-A3 Non-Trust Mortgage Loan
Noteholder" shall mean the holder (or, if applicable, the collective holders) of
the Mortgage Note for the 1345 Avenue of the Americas Note 1-A3 Non-Trust
Mortgage Loan.

          "1345 Avenue of the Americas Note 1-A4 Non-Trust Mortgage Loan" shall
have the meaning assigned thereto in the Preliminary Statement.

          "1345 Avenue of the Americas Note 1-A4 Non-Trust Mortgage Loan
Noteholder" shall mean the holder (or, if applicable, the collective holders) of
the Mortgage Note for the 1345 Avenue of the Americas Note 1-A4 Non-Trust
Mortgage Loan.

          "1345 Avenue of the Americas Note 1-B/C Non-Trust Mortgage Loan
Noteholder" shall mean the holder (or, if applicable, the collective holders) of
the Mortgage Note for a 1345 Avenue of the Americas 1- B/C Non-Trust Mortgage
Loan.

          "1345 Avenue of the Americas Note 1-B/C Non-Trust Mortgage Loans"
shall have the meaning assigned thereto in the Preliminary Statement.

          "1345 Avenue of the Americas Note 2 Non-Trust Mortgage Loan" shall
have the meaning assigned thereto in the Preliminary Statement.

          "1345 Avenue of the Americas Note 2 Non-Trust Mortgage Loan
Noteholder" shall mean the holder (or, if applicable, the collective holders) of
the Mortgage Note for the 1345 Avenue of the Americas Note 2 Non-Trust Mortgage
Loan.

          "1345 Avenue of the Americas Noteholders" shall mean, collectively,
the holder of the Mortgage Note for the 1345 Avenue of the Americas Trust
Mortgage Loan, together with the 1345 Avenue of the Americas Non-Trust Mortgage
Loan Noteholders.

          "1345 Avenue of the Americas Servicer" shall mean the 1345 Avenue of
the Americas Master Servicer or the 1345 Avenue of the Americas Special
Servicer.

          "1345 Avenue of the Americas Servicing Agreement" shall have the
meaning assigned thereto in the Preliminary Statement.

          "1345 Avenue of the Americas Special Servicer" shall have the meaning
assigned thereto in the Preliminary Statement.


                                      -15-



          "1345 Avenue of the Americas Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement, which Trust Mortgage Loan
is identified on the Trust Mortgage Loan Schedule by loan number 12 and is,
together with the 1345 Avenue of the Americas Non-Trust Mortgage Loans, secured
by the same Mortgage on the 1345 Avenue of the Americas Mortgaged Property.

          "1345 Avenue of the Americas Trustee" shall have the meaning assigned
thereto in the Preliminary Statement.

          "1345 Avenue of the Americas Underlying Collection Period" shall mean,
with respect to any Distribution Date or Trust Master Servicer Remittance Date,
the "Due Period" (within the meaning of the initial 1345 Avenue of the Americas
Servicing Agreement) with respect to the 1345 Avenue of the Americas Loan
Combination that ends in the calendar month in which such Distribution Date or
Trust Master Servicer Remittance Date, as the case may be, occurs.

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

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

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

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

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

          "Accrued Component Interest" shall mean the interest accrued from time
to time with respect to any REMIC III Component of either Class of Interest-Only
Certificates, the amount of which


                                      -16-



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

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

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

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

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

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

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

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

          "Adjusted Actual/360 Accrued Interest Amount" shall mean, with respect
to any Loan REMIC Regular Interest or REMIC I Regular Interest that relates to
an Interest Reserve Mortgage Loan


                                      -17-



or an Interest Reserve REO Mortgage Loan, for any Interest Accrual Period, an
amount of interest equal to the product of (a) the Mortgage Rate for the related
Trust Mortgage Loan in effect as of the Closing Date (without regard to any
modifications, extensions, waivers or amendments of the related Trust Mortgage
Loan subsequent to the Closing Date and, in the case of an Outside Serviced
Trust Mortgage Loan, reduced by the Actual/360 Equivalent of the related Outside
Servicing Fee Rate), multiplied by (b) a fraction, the numerator of which is the
number of days in such Interest Accrual Period, and the denominator of which is
360, multiplied by (c) the Uncertificated Principal Balance of such Loan REMIC
Regular Interest or REMIC I Regular Interest, as the case may be, immediately
prior to the Distribution Date that corresponds to such Interest Accrual Period;
provided that, if the subject Interest Accrual Period ends during (x) January of
2006 or any year thereafter that is not a leap year or (y) February of 2006 or
any year thereafter, then the amount of interest calculated with respect to any
particular Loan REMIC Regular Interest or REMIC I Regular Interest pursuant to
this definition for such Interest Accrual Period without regard to this proviso
shall be decreased by the Interest Reserve Amount, if any, with respect to the
related Interest Reserve Mortgage Loan or Interest Reserve REO Mortgage Loan, as
the case may be, transferred (in accordance with Section 3.04(c)) from the
Collection Account to the Interest Reserve Account in the calendar month in
which such Interest Accrual Period ends; and provided, further, that, if the
subject Interest Accrual Period ends during March of 2006 or any year
thereafter, then the amount calculated with respect to any particular Loan REMIC
Regular Interest or REMIC I Regular Interest pursuant to this definition for
such Interest Accrual Period without regard to this proviso shall be increased
by the Interest Reserve Amount(s), if any, with respect to the related Interest
Reserve Mortgage Loan or Interest Reserve REO Mortgage Loan, as the case may be,
transferred (in accordance with Section 3.05(c)) from the Interest Reserve
Account to the Collection Account in the calendar month in which such Interest
Accrual Period ends. For purposes of clause (a) of the prior sentence, the term
"Actual/360 Equivalent of the related Outside Servicing Fee Rate" means a rate
per annum equal to the product of (a) the subject Outside Servicing Fee Rate,
multiplied by (b) a fraction, expressed as a percentage, the numerator of which
is 30 and the denominator of which is the number of days in the applicable
Interest Accrual Period.

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

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

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

          "Administrative Cost Rate" shall mean: (a) with respect to each
Outside Serviced Trust Mortgage Loan (or any successor REO Trust Mortgage Loan
with respect thereto), the sum of (i) the related Outside Servicing Fee Rate,
(ii) the Trustee Fee Rate, and (iii) the related Master Servicing Fee Rate; and
(b) with respect to each other Trust Mortgage Loan (or any successor REO Trust
Mortgage


                                      -18-



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

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

          "Adverse Grantor Trust Event" shall mean, subject to Section 2.05(b),
any endangerment to the status of the Grantor Trust as a grantor trust under the
Grantor Trust Provisions or any imposition of a tax on the Grantor Trust or any
of its assets or transactions.

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

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

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

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

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

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

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

          "Appraisal Reduction Amount" shall mean, with respect to any Required
Appraisal Loan, an amount (calculated initially as of the applicable
Determination Date immediately following the later of the date on which the
subject Serviced Trust Mortgage Loan or Serviced Loan Combination, as
applicable, became a Required Appraisal Loan and the date on which the
applicable Required Appraisal was obtained, and thereafter as of each subsequent
applicable Determination Date during the period that the subject Serviced Trust
Mortgage Loan, REO Trust Mortgage Loan or Serviced Loan Combination, as
applicable, remains a Required Appraisal Loan) equal to the excess, if any, of:
(a) the sum of,


                                      -19-



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

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

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


                                      -20-



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

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

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

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

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

          "Assumed Monthly Payment" shall mean: (a) with respect to any Balloon
Mortgage Loan delinquent in respect of its Balloon Payment, for each Due Date
coinciding with or following its then Maturity Date as of which such Mortgage
Loan remains outstanding and part of the Trust Fund (or, in the case of a
Serviced Non-Trust Mortgage Loan, if applicable, as of which (i) such Non-Trust
Mortgage Loan remains outstanding and (ii) the related Trust Mortgage Loan
remains part of the Trust Fund) (provided that such Mortgage Loan was not paid
in full, and no other Liquidation Event occurred in respect thereof, before the
end of the related Collection Period in which such Maturity Date occurs), the
scheduled monthly payment of principal and/or interest deemed to be due in
respect of such Mortgage Loan on such Due Date equal to the amount that would
have been due in respect thereof on such Due Date if such Mortgage Loan had been
required to continue to accrue interest (other than Default Interest) in
accordance with its terms, and to pay principal in accordance with the
amortization


                                      -21-



schedule (if any), in effect immediately prior to, and without regard to the
occurrence of, such Maturity Date; and (b) with respect to any REO Mortgage
Loan, for any Due Date as of which the related REO Property (or any interest
therein) remains part of the Trust Fund, the scheduled monthly payment of
principal and/or interest deemed to be due in respect thereof on such Due Date
equal to the Monthly Payment (or, in the case of a Balloon Mortgage Loan
described in clause (a) of this definition, the Assumed Monthly Payment) that
was due (or deemed due) in respect of the related Mortgage Loan on the last Due
Date prior to its becoming an REO Mortgage Loan.

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

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

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

          (a) the sum, without duplication, of (i) the aggregate amount of all
     payments and other collections on or with respect to the Trust Mortgage
     Loans and any REO Properties (including Loss of Value Payments and, in the
     case of the initial Distribution Date, any Initial Deposits) that (A) were
     Received by the Trust as of the end of the related Collection Period and
     (B) are on deposit in the Collection Account as of 12:00 noon (New York
     City time) on such Distribution Date, (ii) the aggregate amount of any P&I
     Advances made by the Master Servicer, the Trustee and/or the Fiscal Agent
     with respect to the Mortgage Pool for distribution on the Certificates on
     such Distribution Date pursuant to Section 4.03, (iii) the aggregate amount
     deposited by the Master Servicer in the Collection Account for such
     Distribution Date pursuant to Section 3.19(a) in connection with Prepayment
     Interest Shortfalls on the Mortgage Pool, (iv) to the extent not included
     in the amount described in clause (a)(i) of this definition, the aggregate
     amount transferred from the Excess Liquidation Proceeds Account to the
     Collection Account pursuant to Section 3.05(d) in respect of such
     Distribution Date, (v) to the extent not included in the amount described
     in clause (a)(i) of this definition, if such Distribution Date is the Final
     Distribution Date, the aggregate amount transferred from the Loss of Value
     Reserve Fund to the Collection Account pursuant to Section 3.05(e) in
     respect of such Distribution Date, and (vi) to the extent not included in
     the amount described in clause (a)(i) of this definition, if such
     Distribution Date occurs during March of 2006 or any year thereafter, the
     aggregate of the Interest Reserve Amounts transferred from the Interest
     Reserve Account to the Collection Account in respect of the Interest
     Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans for
     distribution on such Distribution Date; net of

          (b) the portion of the aggregate amount described in clause (a) of
     this definition that represents one or more of the following--(i) scheduled
     Monthly Payments that are due on a Due Date following the end of the
     related Collection Period (or, in the case of a scheduled Monthly Payment
     that is due on a Due Date in the same month as such Distribution Date but
     subsequent to the end of the related Collection Period, following the end
     of the calendar month in which such Distribution Date occurs), (ii) any
     amounts payable or reimbursable to any Person from the Collection Account
     pursuant to clauses (ii) through (v) and (viii) of Section 3.05(b), (iii)
     Prepayment Consideration and/or Additional Interest, (iv) if such
     Distribution Date occurs during January of 2006 or any year thereafter that
     is not a leap year or during February of 2006


                                      -22-



     or any year thereafter, the Interest Reserve Amounts with respect to the
     Interest Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans
     to be withdrawn from the Collection Account and deposited into the Interest
     Reserve Account in respect of such Distribution Date and held for future
     distribution, all pursuant to Section 3.04(c), and (v) amounts deposited in
     the Collection Account in error;

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

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

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

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

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

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

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

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

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

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


                                      -23-



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

          "Certificate" shall mean any one of the LB-UBS Commercial Mortgage
Trust 2005-C5, Commercial Mortgage Pass-Through Certificates, Series 2005-C5, as
executed by the Certificate Registrar and authenticated and delivered hereunder
by the Authenticating Agent.

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

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

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

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

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

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

          "Certificateholder" shall mean the Person in whose name a Certificate
is registered in the Certificate Register, except that: (i) neither a
Disqualified Organization nor a Disqualified Non-United States Tax Person shall
be Holder of a Residual Interest Certificate for any purpose hereof; and (ii)
solely for the purposes of giving any consent, approval or waiver pursuant to
this Agreement that relates to the rights and/or obligations of any of the
Depositor, the Master Servicer, the Special Servicer, the Fiscal Agent or the
Trustee in its respective capacity as such, any Certificate registered in the
name of the Depositor, the Master Servicer, the Special Servicer, the Fiscal
Agent or the Trustee, as the case may be, or any Certificate registered in the
name of any of its Affiliates, shall be deemed not to be outstanding, and the
Voting Rights to which it is entitled shall not be taken into account in
determining whether the requisite percentage of Voting Rights necessary to
effect any such consent, approval or waiver that relates to it has been obtained
(provided that the provisions of this clause (ii) are not intended to limit the
rights of the Controlling Class Representative (which may be an Affiliate of the
Special Servicer) as are specifically set forth in this Agreement with respect
to any consent, approval or


                                      -24-



waiver required or permitted to be made by the Controlling Class Representative
or any rights under Section 6.09 with respect to any election, removal or
replacement of the Special Servicer or the Controlling Class Representative).
The Certificate Registrar shall be entitled to request and rely upon a
certificate of the Depositor, the Master Servicer or the Special Servicer in
determining whether a Certificate is registered in the name of an Affiliate of
such Person. All references herein to "Certificateholders" shall reflect the
rights of Certificate Owners as they may indirectly exercise such rights through
the Depository and the Depository Participants, except as otherwise specified
herein; provided, however, that the parties hereto shall be required to
recognize as a "Certificateholder" only the Person in whose name a Certificate
is registered in the Certificate Register.

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

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

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

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

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

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

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

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

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

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


                                      -25-



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

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

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

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

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

          "Class B Through T Certificate" shall mean any Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class P, Class Q, Class S or Class T Certificate.

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

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

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

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

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

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


                                      -26-



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

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

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

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

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

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

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

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

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

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


                                      -27-



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

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

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

          "Class R-LR Certificate" shall mean, subject to Section 2.06(b), any
of the Certificates with a "Class R-LR" designation on the face thereof,
substantially in the form of Exhibit A-6 attached hereto, and evidencing a
portion of the sole class of "residual interests" in each Loan REMIC for
purposes of the REMIC Provisions.

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

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

          "Class V Certificate" shall mean, subject to Section 2.05(b), any of
the Certificates with a "Class V" designation on the face thereof, substantially
in the form of Exhibit A-7 attached hereto, and evidencing a pro rata undivided
interest in the Grantor Trust Assets.

          "Class V Sub-Account" shall mean, subject to Section 2.05(b), a
sub-account of the Collection Account established pursuant to Section 3.04(b),
which sub-account shall constitute an asset of the Trust Fund and the Grantor
Trust, but not an asset of any REMIC Pool.

          "Class X-CL Certificate" shall mean any one of the Certificates with a
"Class X-CL" designation on the face thereof, substantially in the form of
Exhibit A-3 attached hereto, and evidencing a portion of 43 separate "regular
interests" in REMIC III for purposes of the REMIC Provisions.

          "Class X-CL REMIC III Component" shall mean any of the 43 separate
"regular interests" in REMIC III evidenced by the Class X-CL Certificates, each
of which: (i) relates to its Corresponding REMIC II Regular Interest; (ii)
accrues interest at its Pass-Through Rate in effect from time to time; and (iii)
has a Component Notional Amount equal to the Uncertificated Principal Balance of
its Corresponding REMIC II Regular Interest outstanding from time to time. The
Class X-CL REMIC III Components shall have the following alphabetic and
alphanumeric designations: X-CL-A-1-1; X-CL-A-1-2; X-CL-A-1A-1; X-CL-A-1A-2;
X-CL-A-1A-3; X-CL-A-1A-4; X-CL-A-1A-5; X-CL-A-1A-6; X-CL-A-1A-7; X-CL-A-1A-8;
X-CL-A-2-1; X-CL-A-2-2; X-CL-A-2-3; X-CL-A-2-4; X-CL-A-3; X-CL-A-AB; X-CL-A-4-1;
X-CL-A-4-2; X-CL-A-4-3; X-CL-A-4-4; X-CL-A-M; X-CL-A-J; X-CL-B; X-CL-C-1;
X-CL-C-2; X-CL-D-1; X-CL-D-2; X-CL-E; X-CL-F-1; X-CL-F-2; X-CL-G-1; X-CL-G-


                                      -28-



2; X-CL-H; X-CL-J-1; X-CL-J-2; X-CL-K; X-CL-L; X-CL-M; X-CL-N; X-CL-P; X-CL-Q;
X-CL-S; and X-CL-T.

          "Class X-CP Certificate" shall mean any one of the Certificates with a
"Class X-CP" designation on the face thereof, substantially in the form of
Exhibit A-2 attached hereto, and evidencing a portion of 33 separate "regular
interests" in REMIC III for purposes of the REMIC Provisions.

          "Class X-CP REMIC III Component" shall mean any of the 33 separate
"regular interests" in REMIC III evidenced by the Class X-CP Certificates, each
of which: (i) relates to its Corresponding REMIC II Regular Interest; (ii)
accrues interest at its Pass-Through Rate in effect from time to time; and (iii)
has a Component Notional Amount equal to the Uncertificated Principal Balance of
its Corresponding REMIC II Regular Interest outstanding from time to time. The
Class X-CP REMIC III Components shall have the respective alphabetic and
alphanumeric designations set forth in the definition of "Class X-CP Termination
Date".


                                      -29-



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

Designation of Class X-CP   Month and Year of Class X-CP
   REMIC III Component            Termination Date
-------------------------   ----------------------------
        X-CP-A-1-2                   August 2006
       X-CP-A-1A-2                   August 2006
       X-CP-A-1A-3                   August 2007
       X-CP-A-1A-4                   August 2008
       X-CP-A-1A-5                   August 2009
       X-CP-A-1A-6                   August 2010
       X-CP-A-1A-7                   August 2011
       X-CP-A-1A-8                   August 2012
        X-CP-A-2-1                   August 2006
        X-CP-A-2-2                   August 2007
        X-CP-A-2-3                   August 2008
        X-CP-A-2-4                   August 2009
         X-CP-A-3                    August 2009
        X-CP-A-AB                    August 2009
        X-CP-A-4-1                   August 2009
        X-CP-A-4-2                   August 2010
        X-CP-A-4-3                   August 2011
        X-CP-A-4-4                   August 2012
         X-CP-A-M                    August 2012
         X-CP-A-J                    August 2012
          X-CP-B                     August 2012
         X-CP-C-1                    August 2011
         X-CP-C-2                    August 2012
         X-CP-D-1                    August 2010
         X-CP-D-2                    August 2011
          X-CP-E                     August 2010
         X-CP-F-1                    August 2009
         X-CP-F-2                    August 2010
         X-CP-G-1                    August 2008
         X-CP-G-2                    August 2009
          X-CP-H                     August 2008
         X-CP-J-1                    August 2007
         X-CP-J-2                    August 2008

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

          "Closing Date" shall mean August 25, 2005.

          "CMSA" shall mean the Commercial Mortgage Securities Association, or
any association or organization that is a successor thereto. If neither such
association nor any successor remains in existence, "CMSA" shall be deemed to
refer to such other association or organization as may exist


                                      -30-



whose principal membership consists of servicers, trustees, issuers, placement
agents and underwriters generally involved in the commercial mortgage loan
securitization industry, which is the principal such association or organization
in the commercial mortgage loan securitization industry and one of whose
principal purposes is the establishment of industry standards for reporting
transaction-specific information relating to commercial mortgage pass-through
certificates and commercial mortgage-backed bonds and the commercial mortgage
loans and foreclosed properties underlying or backing them to investors holding
or owning such certificates or bonds, and any successor to such other
association or organization. If an organization or association described in one
of the preceding sentences of this definition does not exist, "CMSA" shall be
deemed to refer to such other association or organization as shall be selected
by the Master Servicer and reasonably acceptable to the Trustee, the Special
Servicer and the Controlling Class Representative.

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

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

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

          "CMSA Comparative Financial Status Report" shall mean a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Comparative Financial Status Report" available as of
the Closing Date on the CMSA Website, or such other form for the presentation of
such information as may from time to time be approved by the CMSA for commercial
mortgage securities transactions generally. In connection with preparing the
CMSA Comparative Financial Status Report, the Master Servicer shall process (a)
interim financial statements beginning with interim financial statements for the
fiscal quarter ending December of 2005, and (b) annual financial statements
beginning with annual financial statements for the 2005 fiscal year.

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

          "CMSA Financial File" shall mean a report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing


                                      -31-



such additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally.

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

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

          "CMSA Investor Reporting Package" shall mean, collectively:

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

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

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

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

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

          "CMSA Loan Setup File" shall mean the report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Loan Setup File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and


                                      -32-



containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.

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

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

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

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

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

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

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

          "Co-Lender Agreement" shall mean, with respect to any Loan
Combination, the co-lender agreement governing the relative rights of the
respective holders of the Mortgage Loans comprising such Loan Combination. The
Co-Lender Agreements consist of the 200 Park Avenue Co-


                                      -33-



Lender Agreement, the Courtyard by Marriott Co-Lender Agreement, the 1345 Avenue
of the Americas Co-Lender Agreement, the Park Avenue Plaza Co-Lender Agreement,
the 500 West Madison Co-Lender Agreement and the other A/B Co-Lender Agreements.

          "Collection Account" shall mean the segregated account or accounts
created and maintained by the Trustee pursuant to Section 3.04(b), which shall
be entitled "[NAME OF TRUSTEE], as Trustee, in trust for the registered holders
of LB-UBS Commercial Mortgage Trust 2005-C5, Commercial Mortgage Pass-Through
Certificates, Series 2005-C5".

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

          "Combination Trust Mortgage Loan" shall mean any Trust Mortgage Loan
that constitutes part of a Loan Combination. The Combination Trust Mortgage
Loans are the 200 Park Avenue Trust Mortgage Loan, the Courtyard by Marriott
Trust Mortgage Loan, the 1345 Avenue of the Americas Trust Mortgage Loan, the
Park Avenue Plaza Trust Mortgage Loan, the 500 West Madison Trust Mortgage Loan
and the other Serviced Note A Trust Mortgage Loans.

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

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

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

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

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


                                      -34-


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

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

          "Corporate Trust Office" shall mean the principal corporate trust
office of the Trustee at which at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office at
the date of the execution of this Agreement is located at 135 South LaSalle
Street, Suite 1625, Chicago, Illinois 60603, Attention: Global Securities and
Trust Services Group -- LB-UBS Commercial Mortgage Trust 2005-C5.

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

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

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


                                      -35-



the alphabetic or alphanumeric, as the case may be, designation for such Class
X-CP REMIC III Component.

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

          "Courtyard by Marriott Co-Lender Agreement" shall have the meaning
assigned thereto in the Preliminary Statement.

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

          "Courtyard by Marriott Determination Date" shall mean the "Remittance
Date" under the Courtyard by Marriott Co-Lender Agreement.

          "Courtyard by Marriott Loan Combination" shall have the meaning
assigned thereto in the Preliminary Statement.

          "Courtyard by Marriott Master Servicer" shall have the meaning
assigned thereto in the Preliminary Statement.

          "Courtyard by Marriott Mortgage Loan" shall mean the Courtyard by
Marriott Trust Mortgage Loan or any Courtyard by Marriott Non-Trust Mortgage
Loan, as applicable.

          "Courtyard by Marriott Mortgaged Property" shall have the meaning
assigned thereto in the Preliminary Statement.

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

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

          "Courtyard by Marriott Note A-1 Non-Trust Mortgage Loan" shall have
the meaning assigned thereto in the Preliminary Statement.


                                      -36-



          "Courtyard by Marriott Note A-1 Non-Trust Mortgage Loan Noteholder"
shall mean the holder (or, if applicable, the collective holders) of the
Mortgage Note for the Courtyard by Marriott Note A-1 Non-Trust Mortgage Loan.

          "Courtyard by Marriott Note A-2 Non-Trust Mortgage Loan" shall have
the meaning assigned thereto in the Preliminary Statement.

          "Courtyard by Marriott Note A-2 Non-Trust Mortgage Loan Noteholder"
shall mean the holder (or, if applicable, the collective holders) of the
Mortgage Note for the Courtyard by Marriott Note A-2 Non-Trust Mortgage Loan.

          "Courtyard by Marriott Note B Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

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

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

          "Courtyard by Marriott Servicer" shall mean the Courtyard by Marriott
Master Servicer or the Courtyard by Marriott Special Servicer.

          "Courtyard by Marriott Servicing Agreement" shall have the meaning
assigned thereto in the Preliminary Statement.

          "Courtyard by Marriott Special Servicer" shall have the meaning
assigned thereto in the Preliminary Statement.

          "Courtyard by Marriott Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement, which Trust Mortgage Loan is
identified on the Trust Mortgage Loan Schedule by loan number 4 and is, together
with the Courtyard by Marriott Non-Trust Mortgage Loans, secured by the same
Mortgage on the Courtyard by Marriott Mortgaged Property.

          "Courtyard by Marriott Trustee" shall have the meaning assigned
thereto in the Preliminary Statement.

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

          "Covered Costs" shall mean, with respect to any Trust Mortgage Loan
and any related costs and expenses that the Depositor or the UBS Mortgage Loan
Seller, as applicable, are otherwise required to pay pursuant to Section 2.03(d)
or the UBS/Depositor Mortgage Loan Purchase Agreement,


                                      -37-



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

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

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

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

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

          "Cut-off Date" shall mean, individually and collectively, as
applicable in the context used: (i) with respect to each Mortgage Loan that was
originated after August 11, 2005, the related date of origination of such
Mortgage Loan; and (ii) for every other Mortgage Loan, August 11, 2005.

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

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

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


                                      -38-



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

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

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

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

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

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

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

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

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

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

          "Depositor" shall mean SASCO II.

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

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

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

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


                                      -39-



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

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

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

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

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


                                      -40-



imposed but for the Transfer of an Ownership Interest in a Residual Interest
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

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

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

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

          "Distribution Date" shall mean the date each month, commencing in
September 2005, on which, among other things, the Trustee is to make
distributions on the Certificates, which date shall be the fourth Business Day
following the Trust Determination Date in such calendar month.

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

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

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


                                      -41-



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

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

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

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

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

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

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

          "Escrow Payment" shall mean any payment received by the Master
Servicer or the Special Servicer for the account of any Mortgagor for
application toward the payment of real estate


                                      -42-



taxes, assessments, insurance premiums, ground rents (if applicable) and other
items for which an escrow has been created in respect of the related Mortgaged
Property.

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

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

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

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

          "Excess Liquidation Proceeds Account" shall mean the segregated
account or accounts (or the segregated sub-account of the Collection Account)
created and maintained by the Trustee pursuant to Section 3.04(d) in trust for
the Certificateholders, which shall be entitled "[NAME OF TRUSTEE], as Trustee,
in trust for the registered holders of LB-UBS Commercial Mortgage Trust 2005-C5,
Commercial Mortgage Pass-Through Certificates, Series 2005-C5".

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

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

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

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

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

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


                                      -43-



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

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

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

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

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

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

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

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

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

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

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

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


                                      -44-



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

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

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

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

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

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

          "Holder" shall mean a Certificateholder.

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

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

          "Independent Appraiser" shall mean an Independent professional real
estate appraiser who (i) is a member in good standing of the Appraisal
Institute, (ii) if the state in which the subject


                                      -45-



Mortgaged Property is located certifies or licenses appraisers, is certified or
licensed in such state, and (iii) has a minimum of five years experience in the
subject property type and market.

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

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

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

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

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

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

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

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


                                      -46-



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

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

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

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

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

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

          "Interest Reserve Account" shall mean the segregated account or
accounts (or the segregated sub-account of the Collection Account) created and
maintained by the Trustee pursuant to Section 3.04(c) in trust for
Certificateholders, which shall be entitled "[NAME OF TRUSTEE], as Trustee, in
trust for the registered holders of LB-UBS Commercial Mortgage Trust 2005-C5,
Commercial Mortgage Pass-Through Certificates, Series 2005-C5".

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


                                      -47-



percentage, the numerator of which is 30 and the denominator of which is the
number of days in the related Interest Accrual Period.

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

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

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

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

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

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

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

          "Late Collections" shall mean: (a) with respect to any Trust Mortgage
Loan, all amounts Received by the Trust in connection therewith during any
related Collection Period, whether as payments, Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds or otherwise, which represent late collections of
the principal and/or interest portions of a Monthly Payment (other than a
Balloon Payment) or an Assumed Monthly Payment in respect of such Trust Mortgage
Loan due or


                                      -48-



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

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

          "LBHI/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of August 15, 2005, between
LBHI and the Depositor.

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

          "LB-UBS Series 2005-C3 Certificates" shall have the meaning assigned
thereto in the Preliminary Statement.

          "LB-UBS Series 2005-C3 Securitization" shall have the meaning assigned
thereto in the Preliminary Statement.

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

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

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

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

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

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


                                      -49-



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

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

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

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

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

          "Loan Combination" shall mean any group of two or more mortgage loans,
at least one of which mortgage loans is included in the Trust Fund and at least
one of which mortgage loans is not included in the Trust Fund, and all of which
mortgage loans are secured by the same Mortgage(s) on the same Mortgaged
Property or Properties, as applicable. The Loan Combinations are the 200 Park
Avenue Loan Combination, the Courtyard by Marriott Loan Combination, the 1345
Avenue of the Americas Loan Combination, the Park Avenue Plaza Loan Combination,
the 500 West Madison Loan Combination and the other Serviced A/B Loan
Combinations.

          "Loan Combination Collection Period" shall mean, individually and
collectively, as applicable in the context used, (i) the 200 Park Avenue
Collection Period with respect to the 200 Park Avenue Loan Combination and all
related matters, (ii) the Courtyard by Marriott Collection Period with respect
to the Courtyard by Marriott Loan Combination and all related matters, (iii) the
1345 Avenue of the Americas Collection Period with respect to the 1345 Avenue of
the Americas Loan Combination and all related matters, (iv) the Park Avenue
Plaza Collection Period with respect to the Park Avenue Plaza Loan Combination
and all related matters, and (v) the Trust Collection Period with respect to
each other Loan Combination and all related matters.

          "Loan Combination Custodial Account" shall mean, with respect to each
Serviced Loan Combination, the segregated account or accounts created and
maintained by the Master Servicer pursuant to Section 3.04A on behalf of the
holders of the Mortgage Loans included in such Serviced


                                      -50-



Loan Combination, which shall be entitled "[NAME OF MASTER SERVICER], as Master
Servicer, in trust for [NAMES OF RELATED MORTGAGE NOTEHOLDERS], as their
interests may appear".

          "Loan Combination Determination Date" shall mean, individually and
collectively, as applicable in the context used, (i) the 200 Park Avenue
Determination Date with respect to the 200 Park Avenue Loan Combination and all
related matters, (ii) the Courtyard by Marriott Determination Date with respect
to the Courtyard by Marriott Loan Combination and all related matters, (iii) the
1345 Avenue of the Americas Determination Date with respect to the 1345 Avenue
of the Americas Loan Combination and all related matters, (iv) the Park Avenue
Plaza Determination Date with respect to the Park Avenue Plaza Loan Combination
and all related matters, (v) 500 West Madison Determination Date with respect to
the 500 West Madison Loan Combination and all related matters, and (vi) the
Trust Determination Date with respect to each other Loan Combination and all
related matters.

          "Loan Combination Master Servicer Remittance Date" shall mean, with
respect to any Serviced Loan Combination, the date of each month, commencing in
September 2005, on which, among other things, the Master Servicer is required to
make normal monthly remittances to the related Serviced Non-Trust Mortgage Loan
Noteholder(s), which date shall be the Business Day immediately preceding the
Distribution Date in such month.

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

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

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

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

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

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

          "Loan Payoff Notification Report" shall mean a report containing
substantially the information described in Exhibit E attached hereto, and
setting forth for each Serviced Mortgage Loan


                                      -51-



as to which written notice of anticipated payoff has been received by the Master
Servicer as of the related Determination Date preceding the delivery of such
report, among other things, the loan number, the property name, the ending
scheduled loan balance for the related Collection Period ending on such
Determination Date, the expected date of payment, the expected related
Distribution Date and the estimated amount of the Prepayment Consideration due
(if any).

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

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

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

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

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


                                      -52-



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

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

          "Loss of Value Reserve Fund" shall mean the account or accounts
created and maintained by the Special Servicer pursuant to Section 3.04(e) on
behalf of the Trustee in trust for the Certificateholders, which shall be
entitled "[NAME OF SPECIAL SERVICER], as Special Servicer, on behalf of [NAME OF
TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS Commercial
Mortgage Trust 2005-C5, Commercial Mortgage Pass-Through Certificates, Series
2005-C5, Loss of Value Reserve Fund". The Loss of Value Reserve Fund shall be
designated as an "outside reserve fund" (within the meaning of Treasury
regulations section 1.860G-2(h)), pursuant to Section 2.05(b). The Loss of Value
Reserve Fund will be part of the Trust Fund but not part of the Grantor Trust
(if created hereunder taking into account Section 2.05(b)) or any REMIC Pool.

          "Loss Reimbursement Amount" shall mean:

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

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

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

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


                                      -53-



     Class Principal Balance of such Class of Certificates on all prior
     Distribution Dates, if any, pursuant to Section 4.05(a).

          "LUBS" shall mean LUBS, Inc.

          "LUBS/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of August 15, 2005, between
LUBS as mortgage loan seller, LBHI as an additional party and the Depositor.

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

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

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

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

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

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

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

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


                                      -54-



Remittance Date with respect to the Mortgage Pool (exclusive of the Serviced
Combination Trust Mortgage Loans and any REO Trust Mortgage Loans with respect
to the Serviced Combination Trust Mortgage Loans) and all related matters.

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

          "Master Servicing Fee Rate" shall mean: (a) with respect to each
Serviced Trust Mortgage Loan (and any successor REO Trust Mortgage Loan with
respect thereto), a rate per annum equal to the related Administrative Cost Rate
minus the Trustee Fee Rate; (b) with respect to each Outside Serviced Trust
Mortgage Loan (and any successor REO Trust Mortgage Loan with respect thereto),
0.01% per annum; and (c) with respect to each Serviced Non-Trust Mortgage Loan
(and any successor REO Mortgage Loan with respect thereto), 0.01% per annum.

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

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

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

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

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

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

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


                                      -55-



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

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

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

          "Mortgage File" shall mean:

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

          (i)  (A) the original executed Mortgage Note for such Trust Mortgage
               Loan, endorsed (without recourse, representation or warranty,
               express or implied) to the order of "LaSalle Bank National
               Association, as trustee for the registered holders of LB-UBS
               Commercial Mortgage Trust 2005-C5, Commercial Mortgage
               Pass-Through Certificates, Series 2005-C5" or in blank, and
               further showing a complete, unbroken chain of endorsement from
               the originator (if such originator is other than the related
               Mortgage Loan Seller) (or, alternatively, if the original
               executed Mortgage Note has been lost, a lost note affidavit and
               indemnity with a copy of such Mortgage Note), and (B) in the case
               of each Serviced Loan Combination, a copy of the executed
               Mortgage Note for each Serviced Non-Trust Mortgage Loan in such
               Loan Combination;


                                      -56-



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

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

          (iv) an original executed assignment, in recordable form (except for
               recording information not yet available if the instrument being
               assigned has not been returned from the applicable recording
               office), of (A) the Mortgage and (B) any related Assignment of
               Leases (if such item is a document separate from the Mortgage),
               in favor of "LaSalle Bank National Association, in its capacity
               as trustee for the registered holders of LB-UBS Commercial
               Mortgage Trust 2005-C5, Commercial Mortgage Pass-Through
               Certificates, Series 2005-C5" (or, in the case of a Serviced Loan
               Combination, in favor of "LaSalle Bank National Association, in
               its capacity as trustee for the registered holders of LB-UBS
               Commercial Mortgage Trust 2005-C5, Commercial Mortgage
               Pass-Through Certificates, Series 2005-C5, and in its capacity as
               lead lender on behalf of the [IDENTIFY RELATED SERVICED NON-TRUST
               MORTGAGE LOAN NOTEHOLDER(S)]") (or, in each case, a copy thereof,
               certified to be the copy of such assignment submitted for
               recording);

          (v)  an original or a copy of the assignment of all unrecorded
               documents relating to such Trust Mortgage Loan, in favor of
               "LaSalle Bank National Association, as trustee for the registered
               holders of LB-UBS Commercial Mortgage Trust 2005-C5, Commercial
               Mortgage Pass-Through Certificates, Series 2005-C5" (or, in the
               case of a Serviced Loan Combination, in favor of "LaSalle Bank
               National Association, in its capacity as trustee for the
               registered holders of LB-UBS Commercial Mortgage Trust 2005-C5,
               Commercial Mortgage Pass-Through Certificates, Series 2005-C5,
               and in its capacity as lead lender on behalf of the [IDENTIFY
               RELATED SERVICED NON-TRUST MORTGAGE LOAN NOTEHOLDER(S)]");

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

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

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


                                      -57-



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

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

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

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

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

          (xiv) only if such Trust Mortgage Loan is secured by a nursing
               facility or hospitality property as identified on Schedule VI
               hereto, filed copies (with evidence of filing) of any prior
               effective UCC Financing Statements in favor of the originator of
               such Trust Mortgage Loan or in favor of any assignee prior to the
               Trustee (but only to the extent the related Mortgage Loan Seller
               had possession of such UCC Financing Statements prior to the
               Closing Date) and an original assignment thereof, as appropriate,
               in form suitable for filing, in favor of "LaSalle Bank National
               Association, in its capacity as trustee for the registered
               holders of LB-UBS Commercial Mortgage Trust 2005-C5, Commercial
               Mortgage Pass-Through Certificates, Series 2005-C5" (or, in the
               case of a Serviced Loan Combination, in favor of "LaSalle Bank
               National Association, in its capacity as trustee for the
               registered holders of LB-UBS Commercial Mortgage Trust 2005-C5,
               Commercial Mortgage Pass-Through Certificates, Series 2005-C5,
               and in its capacity as lead lender on behalf of the [IDENTIFY
               RELATED SERVICED NON-TRUST MORTGAGE LOAN NOTEHOLDER(S)]");

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

          (xvi) an original assignment of the related security agreement (if
               such item is a document separate from the Mortgage and if such
               item is not included in the assignment described in clause
               (a)(iv) or clause (a)(v) of this definition), in favor of
               "LaSalle Bank National Association, in its capacity as trustee
               for the registered holders of LB-UBS Commercial Mortgage Trust
               2005-C5, Commercial Mortgage Pass-Through Certificates, Series
               2005-C5" (or, in the case of a Serviced Loan Combination, in
               favor of "LaSalle Bank National Association, in its capacity as


                                      -58-



               trustee for the registered holders of LB-UBS Commercial Mortgage
               Trust 2005-C5, Commercial Mortgage Pass-Through Certificates,
               Series 2005-C5, and in its capacity as lead lender on behalf of
               the [IDENTIFY RELATED SERVICED NON-TRUST MORTGAGE LOAN
               NOTEHOLDER(S)]");

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

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

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

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

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

               (i)  the original executed Mortgage Note for such Trust Mortgage
                    Loan, endorsed (without recourse, representation or
                    warranty, express or implied) to the order of "LaSalle Bank
                    National Association, as trustee for the registered holders
                    of LB-UBS Commercial Mortgage Trust 2005-C5, Commercial
                    Mortgage Pass-Through Certificates, Series 2005-C5" or in
                    blank, and further showing a complete, unbroken chain of
                    endorsement from the originator (if such originator is other
                    than the related Mortgage Loan Seller) (or, alternatively,
                    if the original executed Mortgage Note has been lost, a lost
                    note affidavit and indemnity with a copy of such Mortgage
                    Note);

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

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

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

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


                                      -59-



          "Mortgage Loan Origination Documents" shall mean, with respect to any
Serviced Trust Mortgage Loan, any of the following documents (other than any
document that constitutes part of the Mortgage File for such Serviced Trust
Mortgage Loan), if applicable with respect to such Serviced Trust Mortgage Loan:
copies of any final appraisal, final survey, final engineering report, final
environmental report, opinion letters of counsel to the related mortgagor
delivered in connection with the closing of such Serviced Trust Mortgage Loan,
escrow agreements, organizational documentation for the related mortgagor,
organizational documentation for any related guarantor or indemnitor (if the
related guarantor or indemnitor is an entity), insurance certificates, leases
for tenants representing 25% or more of the annual income with respect to the
related Mortgaged Property, final seismic report and property management
agreements, but, in each case, only if the subject document (a) was in fact
obtained in connection with the origination of such Serviced Trust Mortgage
Loan, (b) relates to the administration or servicing of such Serviced Trust
Mortgage Loan, (c) is reasonably necessary for the ongoing administration and/or
servicing of such Serviced Trust Mortgage Loan by the Master Servicer or Special
Servicer in connection with its duties under this Agreement, and (d) is in the
possession or under the control of the Depositor (if such Serviced Trust
Mortgage Loan is a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller
(if such Serviced Trust Mortgage Loan is a UBS Trust Mortgage Loan), as
applicable; provided that neither the Depositor nor the UBS Mortgage Loan Seller
shall be required to deliver any draft documents, privileged or other
communications or correspondence, credit underwriting or due diligence analyses
or information, credit committee briefs or memoranda or other internal approval
documents or data or internal worksheets, memoranda, communications or
evaluations.

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

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

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

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

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


                                      -60-



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

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

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

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

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

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

          "Net Investment Loss" shall mean, with respect to any Investment
Account for any related Investment Period, the amount by which the aggregate of
all losses, if any, incurred during such Investment Period in connection with
the investment of funds held in such Investment Account in accordance with
Section 3.06 (exclusive, in the case of a Servicing Account, a Reserve Account
or the Defeasance Deposit Account, of any portion of such losses that were
incurred in connection with


                                      -61-



investments made for the benefit of a Mortgagor), exceeds the aggregate of all
interest and other income realized during such Investment Period on such funds
(exclusive, in the case of a Servicing Account, a Reserve Account or the
Defeasance Deposit Account, of any portion of such interest or other income
payable to a Mortgagor in accordance with the related loan documents and
applicable law).

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

          "Net Prepayment Consideration" shall mean the Prepayment Consideration
Received by the Trust (or, if applicable, on behalf of a Serviced Non-Trust
Mortgage Loan Noteholder) with respect to any Mortgage Loan or REO Mortgage
Loan, net of any Workout Fee or Liquidation Fee payable in connection with the
receipt thereof.

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

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

          "Nonrecoverable P&I Advance" shall mean:

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

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

          "Nonrecoverable Servicing Advance" shall mean:

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


                                      -62-



               Mortgage Loan (or, if such Mortgage Loan is part of a Serviced
               Loan Combination, on or in respect of such Loan Combination) or
               such Administered REO Property, as the case may be; and

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

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

          "Non-Trust Mortgage Loan" shall mean any mortgage loan that is part of
a Loan Combination but is not included in the Trust Fund. The Non-Trust Mortgage
Loans consist of the 200 Park Avenue Non-Trust Mortgage Loans, the Courtyard by
Marriott Non-Trust Mortgage Loans, the 1345 Avenue of the Americas Non-Trust
Mortgage Loans, the Park Avenue Plaza Non-Trust Mortgage Loans, the 500 West
Madison Note B Non-Trust Mortgage Loan and the other Serviced Note B Non-Trust
Mortgage Loans.

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

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

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

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

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

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


                                      -63-



          "Offering Memorandum" shall mean the Offering Memorandum dated August
15, 2005, relating to the Class X-CL, Class G, Class H, Class J, Class K, Class
L, Class M, Class N, Class P, Class Q, Class S and Class T Certificates.

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

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

          "Original Class Notional Amount" shall mean, with respect to either
Class of Interest-Only Certificates, the initial Class Notional Amount thereof
as of the Closing Date, which shall equal $2,344,068,538, in the case of the
Class X-CL Certificates, and $2,206,083,000, in the case of the Class X-CP
Certificates.

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

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

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

          "Outside Master Servicer" shall mean: (i) in the case of the 200 Park
Avenue Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto), the 200 Park Avenue Master Servicer; (ii) in the case of the
Courtyard by Marriott Trust Mortgage Loan (or any successor REO Trust Mortgage
Loan with respect thereto), the Courtyard by Marriott Master Servicer; (iii) in
the case of the 1345 Avenue of the Americas Trust Mortgage Loan (or any
successor REO Trust Mortgage Loan with respect thereto), the 1345 Avenue of the
Americas Master Servicer; and (iv) in the case of the Park Avenue Plaza Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto),
the Park Avenue Plaza Master Servicer.


                                      -64-



          "Outside Serviced Loan Combination" shall mean the 200 Park Avenue
Loan Combination, the Courtyard by Marriott Loan Combination, the 1345 Avenue of
the Americas Loan Combination or the Park Avenue Plaza Loan Combination, as
applicable.

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

          "Outside Serviced Trust Mortgage Loan" shall mean the 200 Park Avenue
Trust Mortgage Loan, the Courtyard by Marriott Trust Mortgage Loan, the 1345
Avenue of the Americas Trust Mortgage Loan or the Park Avenue Plaza Trust
Mortgage Loan, as applicable.

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

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

          "Outside Servicing Agreement" shall mean: (i) in the case of the 200
Park Avenue Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto), the 200 Park Avenue Servicing Agreement; (ii) in the case of
the Courtyard by Marriott Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan with respect thereto), the Courtyard by Marriott Servicing
Agreement; (iii) in the case of the 1345 Avenue of the Americas Trust Mortgage
Loan (or any successor REO Trust Mortgage Loan with respect thereto), the 1345
Avenue of the Americas Servicing Agreement; and (iv) in the case of the Park
Avenue Plaza Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto), the Park Avenue Plaza Servicing Agreement

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

          "Outside Servicing Fee Rate" shall mean: (i) 0.01% per annum, in the
case of the 200 Park Avenue Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto; (ii) 0.01% per annum, in the case of the
Courtyard by Marriott Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto, (iii) 0.0025% per annum, in the case of the 1345
Avenue of the Americas Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto; and (iv) 0.0025% per annum, in the case of the Park
Avenue Plaza Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto.

          "Outside Special Servicer" shall mean: (i) in the case of the 200 Park
Avenue Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto), the 200 Park Avenue Special Servicer; (ii) in the case of the
Courtyard by Marriott Trust Mortgage Loan (or any successor REO Trust Mortgage
Loan with respect thereto), the Courtyard by Marriott Special Servicer; (iii) in
the case of the 1345 Avenue of the Americas Trust Mortgage Loan (or any
successor REO Trust Mortgage Loan with respect thereto), the 1345 Avenue of the
Americas Special Servicer; and (iv) in the case of the Park Avenue Plaza Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto),
the Park Avenue Plaza Special Servicer.


                                      -65-



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

          "Outside Trustee" shall mean: (i) in the case of the 200 Park Avenue
Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with respect
thereto), the 200 Park Avenue Trustee; (ii) in the case of the Courtyard by
Marriott Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto), the Courtyard by Marriott Trustee; (iii) in the case of the
1345 Avenue of the Americas Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan with respect thereto), the 1345 Avenue of the Americas Trustee;
and (iv) in the case of the Park Avenue Plaza Trust Mortgage Loan (or any
successor REO Trust Mortgage Loan with respect thereto), the Park Avenue Plaza
Trustee.

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

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

          "Pari Passu Mortgage Loan" shall mean any Mortgage Loan (or portion
thereof) that (a) is part of an Outside Serviced Loan Combination and (b) is not
a Subordinate Non-Trust Mortgage Loan.

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

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

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

          "Park Avenue Plaza Determination Date" shall mean the "Business Day"
(within the meaning of the initial Park Avenue Plaza Servicing Agreement)
following the eighth calendar day of each month, commencing in September 2005.

          "Park Avenue Plaza Loan Combination" shall have the meaning assigned
thereto in the Preliminary Statement.

          "Park Avenue Plaza Master Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.


                                      -66-



          "Park Avenue Plaza Mortgage Loan" shall mean the Park Avenue Plaza
Trust Mortgage Loan or any Park Avenue Plaza Non-Trust Mortgage Loan, as
applicable.

          "Park Avenue Plaza Mortgaged Property" shall have the meaning assigned
thereto in the Preliminary Statement.

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

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

          "Park Avenue Plaza Note 1-A1 Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

          "Park Avenue Plaza Note 1-A1 Non-Trust Mortgage Loan Noteholder" shall
mean the holder (or, if applicable, the collective holders) of the Mortgage Note
for the Park Avenue Plaza Note 1-A1 Non-Trust Mortgage Loan.

          "Park Avenue Plaza Note 1-A3 Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

          "Park Avenue Plaza Note 1-A3 Non-Trust Mortgage Loan Noteholder" shall
mean the holder (or, if applicable, the collective holders) of the Mortgage Note
for the Park Avenue Plaza Note 1-A3 Non-Trust Mortgage Loan.

          "Park Avenue Plaza Note 1-A4 Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

          "Park Avenue Plaza Note 1-A4 Non-Trust Mortgage Loan Noteholder" shall
mean the holder (or, if applicable, the collective holders) of the Mortgage Note
for the Park Avenue Plaza Note 1-A4 Non-Trust Mortgage Loan.

          "Park Avenue Plaza Note 1-B Non-Trust Mortgage Loan Noteholder" shall
mean the holder (or, if applicable, the collective holders) of the Mortgage Note
for a Park Avenue Plaza Note 1-B Non-Trust Mortgage Loan.

          "Park Avenue Plaza Note 1-B Non-Trust Mortgage Loans" shall have the
meaning assigned thereto in the Preliminary Statement.

          "Park Avenue Plaza Note 2 Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.

          "Park Avenue Plaza Note 2 Non-Trust Mortgage Loan Noteholder" shall
mean the holder (or, if applicable, the collective holders) of the Mortgage Note
for the Park Avenue Plaza Note 2 Non-Trust Mortgage Loan.


                                      -67-



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

          "Park Avenue Plaza Servicer" shall mean the Park Avenue Plaza Master
Servicer or the Park Avenue Plaza Special Servicer.

          "Park Avenue Plaza Servicing Agreement" shall have the meaning
assigned thereto in the Preliminary Statement.

          "Park Avenue Plaza Special Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.

          "Park Avenue Plaza Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement, which Trust Mortgage Loan is
identified on the Trust Mortgage Loan Schedule by loan number 25 and is,
together with the Park Avenue Plaza Non-Trust Mortgage Loans, secured by the
same Mortgage on the Park Avenue Plaza Mortgaged Property.

          "Park Avenue Plaza Trustee" shall have the meaning assigned thereto in
the Preliminary Statement.

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

          "Pass-Through Rate" shall mean:

          (a) with respect to the Class A-1 Certificates, for any Interest
     Accrual Period, 4.741% per annum;

          (b) with respect to the Class A-2 Certificates, for any Interest
     Accrual Period, 4.885% per annum;

          (c) with respect to the Class A-3 Certificates, for any Interest
     Accrual Period, 4.964% per annum;

          (d) with respect to the Class A-AB Certificates, for any Interest
     Accrual Period, 4.930% per annum;

          (e) with respect to the Class A-4 Certificates, for any Interest
     Accrual Period, 4.954% per annum;

          (f) with respect to the Class A-1A Certificates, for any Interest
     Accrual Period, 4.946% per annum;


                                      -68-



          (g) with respect to the Class A-M Certificates, for any Interest
     Accrual Period, an annual rate equal to the lesser of (i) the Weighted
     Average REMIC I Remittance Rate for such Interest Accrual Period and (ii)
     5.017% per annum;

          (h) with respect to the Class A-J Certificates, for any Interest
     Accrual Period, an annual rate equal to the lesser of (i) the Weighted
     Average REMIC I Remittance Rate for such Interest Accrual Period and (ii)
     5.057% per annum;

          (i) with respect to the Class B Certificates, for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) the Weighted Average
     REMIC I Remittance Rate for such Interest Accrual Period and (ii) 5.127%
     per annum;

          (j) with respect to the Class C Certificates, for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) the Weighted Average
     REMIC I Remittance Rate for such Interest Accrual Period and (ii) 5.146%
     per annum;

          (k) with respect to the Class D Certificates, for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) the Weighted Average
     REMIC I Remittance Rate for such Interest Accrual Period and (ii) 5.195%
     per annum;

          (l) with respect to the Class E Certificates, for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) the Weighted Average
     REMIC I Remittance Rate for such Interest Accrual Period and (ii) 5.225%
     per annum;

          (m) with respect to the Class F Certificates, for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) the Weighted Average
     REMIC I Remittance Rate for such Interest Accrual Period and (ii) 5.245%
     per annum;

          (n) with respect to the Class G Certificates, for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) the Weighted Average
     REMIC I Remittance Rate for such Interest Accrual Period and (ii) 5.350%
     per annum;

          (o) with respect to the Class H Certificates, for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) the Weighted Average
     REMIC I Remittance Rate for such Interest Accrual Period and (ii) 5.350%
     per annum;

          (p) with respect to the Class J Certificates, for any Interest Accrual
     Period, an annual rate equal to the lesser of (i) the Weighted Average
     REMIC I Remittance Rate for such Interest Accrual Period and (ii) 5.350%
     per annum;

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

          (r) with respect to the Class L, Class M, Class N, Class P, Class Q,
     Class S and Class T Certificates, for any Interest Accrual Period, 4.750%
     per annum;

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


                                      -69-



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

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

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

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

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

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


                                      -70-



Original Class Principal Balance or Original Class Notional Amount, as the case
may be, of the relevant Class; and (b) with respect to any other Certificate,
the percentage interest in distributions to be made with respect to the relevant
Class, as stated on the face of such Certificate.

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

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

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

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

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

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

          (iii) certificates of deposit, time deposits, demand deposits and
               bankers' acceptances of any bank or trust company organized under
               the laws of the United States or any state thereof (having
               original maturities of not more than 365 days), the short-term
               obligations of which are rated in the highest rating category of
               each Rating Agency (or, in the case of either Rating Agency, such
               lower rating as will not result in an Adverse Rating Event with
               respect to any Class of Certificates that is rated by such Rating
               Agency, as evidenced in writing by such Rating Agency). In
               addition, any such item by its terms must have a predetermined
               fixed dollar


                                      -71-



               amount of principal due at maturity that cannot vary or change.
               Interest may either be fixed or variable. If such interest is
               variable, interest must be tied to a single interest rate index
               plus a single fixed spread (if any), and move proportionately
               with that index;

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

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

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

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

          "Permitted Purchase" shall mean:

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


                                      -72-



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

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

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

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

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

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

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

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

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

          "Pool Custodial Account" shall mean the segregated account or accounts
created and maintained by the Master Servicer pursuant to Section 3.04(a) on
behalf of the Trustee in trust for the Certificateholders, which shall be
entitled "[NAME OF MASTER SERVICER], as Master Servicer, on behalf of [NAME OF
TRUSTEE], as Trustee, in trust for the registered holders of LB-UBS Commercial
Mortgage Trust 2005-C5, Commercial Mortgage Pass-Through Certificates, Series
2005-C5, Pool Custodial Account".

          "Pool REO Account" shall mean the segregated account or accounts
created and maintained by the Special Servicer pursuant to Section 3.16 on
behalf of the Trustee in trust for the


                                      -73-



Certificateholders, which shall be entitled "[NAME OF SPECIAL SERVICER], as
Special Servicer, on behalf of [NAME OF TRUSTEE], as Trustee, in trust for the
registered holders of LB-UBS Commercial Mortgage Trust 2005-C5, Commercial
Mortgage Pass-Through Certificates, Series 2005-C5, Pool REO Account".

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

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

          "Prepayment Consideration Entitlement" shall mean:

          (i) with respect to (A) any Distribution Date on which any Net
     Prepayment Consideration Received by the Trust on any Group 1 Trust
     Mortgage Loan (or any successor REO Trust Mortgage Loan with respect
     thereto) is distributable and (B) any Class of YM Principal Balance
     Certificates that is entitled to distributions of principal with respect to
     Loan Group No. 1 on such Distribution Date, for purposes of determining the
     portion of such Net Prepayment Consideration distributable with respect to
     such Class of YM Principal Balance Certificates, an amount equal to the
     product of (x) the amount of such Net Prepayment Consideration, multiplied
     by (y) a fraction (not greater than 1.0 or less than 0.0), the numerator of
     which is equal to the excess, if any, of the Pass-Through Rate for such
     Class of YM Principal Balance Certificates for the related Interest Accrual
     Period over the relevant Discount Rate, and the denominator of which is
     equal to the excess, if any, of the Mortgage Rate for such Trust Mortgage
     Loan (or REO Trust Mortgage Loan) over the relevant Discount Rate, and
     further multiplied by (z) a fraction, the numerator of which is equal to
     the amount of principal to be distributed on such Class of YM Principal
     Balance Certificates on such Distribution Date pursuant to Section 4.01 or
     9.01, as applicable, with respect to Loan Group No. 1, and the denominator
     of which is equal to the portion, if any, of the Adjusted Principal
     Distribution Amount for such Distribution Date that is attributable to Loan
     Group No. 1; and

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


                                      -74-



     with respect to Loan Group No. 2, and the denominator of which is equal to
     the portion, if any, of the Adjusted Principal Distribution Amount for such
     Distribution Date attributable to Loan Group No. 2.

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

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

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


                                      -75-



or in part made (or, if resulting from the application of Insurance Proceeds or
Condemnation Proceeds, any other early recovery of principal received) prior to
its Due Date in any applicable Underlying Collection Period, the amount of
interest, to the extent not collected from the related Mortgagor or otherwise
(without regard to any Prepayment Consideration that may have been collected),
that would have accrued at a rate per annum equal to the related Mortgage Rate
(reduced by the related Outside Servicing Fee Rate) on the amount of such
Principal Prepayment during the period from the date to which interest was paid
by the related Mortgagor to, but not including, such Due Date (exclusive of any
related Master Servicing Fees that would have been payable out of such
uncollected interest).

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

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

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

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

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

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

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

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


                                      -76-



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

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

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

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

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

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

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

          "Prospectus" shall mean the prospectus dated August 15, 2005, as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.

          "Prospectus Supplement" shall mean the prospectus supplement dated
August 15, 2005, relating to the Registered Certificates.

          "PTCE" shall mean prohibited transaction class exemption.

          "PTE" shall mean prohibited transaction exemption.

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


                                      -77-



          "Purchase Price" shall mean, with respect to any Trust Mortgage Loan
(or REO Property or, in the case of any REO Property that relates to a Loan
Combination, the Trust's interest therein), a cash price equal to the aggregate
of: (a) the outstanding principal balance of such Trust Mortgage Loan (or, in
the case of an REO Property, the related REO Trust Mortgage Loan) as of the date
of purchase, (b) all accrued and unpaid interest on such Trust Mortgage Loan
(or, in the case of an REO Property, the related REO Trust Mortgage Loan) to,
but not including, the Due Date in the applicable Collection Period of purchase
(exclusive, however, of any portion of such accrued but unpaid interest that
represents Default Interest or, in the case of an ARD Trust Mortgage Loan (or,
in the case of an REO Property, any successor REO Trust Mortgage Loan with
respect thereto) after its Anticipated Repayment Date, Additional Interest), (c)
all related unreimbursed Servicing Advances with respect to such Trust Mortgage
Loan (or REO Property), if any, together with the amount of any Servicing
Advance (and accrued interest thereon in accordance with Section 3.11(g)) with
respect to such Trust Mortgage Loan (or REO Property) that has been previously
reimbursed as a Nonrecoverable Advance out of general collections of principal
on the Mortgage Pool (but only to the extent such amounts have not been
reimbursed to the Trust), (d) all accrued and unpaid interest, if any, in
respect of related Advances in accordance with, as applicable, Section 3.11(g)
and/or Section 4.03(d), and (e) in the case of a repurchase by the Depositor
pursuant to Section 2.03 or by the UBS Mortgage Loan Seller pursuant to the
UBS/Depositor Mortgage Loan Purchase Agreement, (i) to the extent not otherwise
included in the amount described in clause (d) of this definition, any unpaid
Special Servicing Fees and other Additional Trust Fund Expenses with respect to
such Trust Mortgage Loan (or REO Property), including any Liquidation Fee that
may be payable because the subject repurchase occurred subsequent to the
expiration of the Seller/Depositor Resolution Period for the Material Document
Defect or Material Breach, as applicable, that gave rise to the repurchase, and
(ii) to the extent not otherwise included in the amount described in clause (c)
of this definition, any costs and expenses incurred by the Master Servicer, the
Special Servicer or the Trustee (on behalf of the Trust) in enforcing the
obligation of such Person to purchase such Trust Mortgage Loan (or such REO
Property or an interest therein); provided that, in the case of a Trust Mortgage
Loan that is part of a Loan Combination, the Purchase Price calculated above may
be reduced (subject to the provisions of the related Co-Lender Agreement) by any
related unpaid Master Servicing Fees, unreimbursed Advances and/or, to the
extent included therein pursuant to clause (d) above, unpaid interest on
Advances which, following the subject purchase, will continue to be payable or
reimbursable under the related Co-Lender Agreement and/or any successor
servicing agreement to the Master Servicer and/or the Special Servicer in
respect of such Trust Mortgage Loan (which amounts shall no longer be payable
hereunder); and provided, further, that, in the case of an REO Property that
relates to a Serviced Loan Combination, for purposes of Section 3.18, Section
6.11 and Section 6.12, the Purchase Price for such REO Property shall instead
equal the aggregate of the amounts described in clauses (a), (b), (c) and (d)
above with respect to all of the REO Mortgage Loans comprising such Loan
Combination.

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

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

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

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


                                      -78-



          "Rated Final Distribution Date" shall mean: (a) with respect to the
Senior Class A Certificates, the Distribution Date in September 2030; and (b)
with respect to the other Classes of Principal Balance Certificates (exclusive
of the Class T Certificates), the Distribution Date in September 2040.

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

          "Realized Loss" shall mean:

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

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

          (3) with respect to each Trust Mortgage Loan and Serviced Non-Trust
     Mortgage Loan as to which the Mortgage Rate thereon has been permanently
     reduced and not recaptured for any period in connection with a bankruptcy
     or similar proceeding involving the related


                                      -79-



     Mortgagor or a modification, extension, waiver or amendment of such
     Mortgage Loan granted or agreed to by the Special Servicer pursuant to
     Section 3.20 (or, in the case of an Outside Serviced Trust Mortgage Loan,
     by the applicable Outside Servicer pursuant to the related Outside
     Servicing Agreement), the amount of the consequent reduction in the
     interest portion of each successive Monthly Payment due thereon (each such
     Realized Loss shall be deemed to have been incurred on the Due Date for
     each affected Monthly Payment); and

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

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

          "Record Date" shall mean, with respect to any Distribution Date, the
last Business Day of the month immediately preceding the month in which such
Distribution Date occurs.

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

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

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

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

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

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

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

          "Regulation S Global Certificate" shall mean, with respect to any
Class of Book-Entry Non-Registered Certificates offered and sold outside of the
United States in reliance on Regulation S, one or collectively more global
Certificates of such Class registered in the name of the Depository or its


                                      -80-



nominee, in definitive, fully registered form without interest coupons, each of
which Certificates bears a Regulation S CUSIP number.

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

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

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


                                      -81-



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

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

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

          "REMIC I Remittance Rate" shall mean: (a) with respect to any REMIC I
Regular Interest issued in respect of a Loan REMIC Regular Interest, a rate per
annum that is, for any Interest Accrual Period, equal to the Loan REMIC
Remittance Rate with respect to such Loan REMIC Regular Interest for such
Interest Accrual Period; (b) with respect to any REMIC I Regular Interest that,
as of the Closing Date, corresponds to a Serviced Trust Mortgage Loan (other
than any Early Defeasance Trust Mortgage Loan) that accrues interest on a 30/360
Basis, a rate per annum that is, for any Interest Accrual Period, equal to (i)
the Mortgage Rate in effect for such corresponding Trust Mortgage Loan as of the
Closing Date (without regard to any modifications, extensions, waivers or
amendments of such corresponding Trust Mortgage Loan subsequent to the Closing
Date), minus (ii) the Administrative Cost Rate for such corresponding Trust
Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto);
(c) with respect to any REMIC I Regular Interest that, as of the Closing Date,
corresponds to a Serviced Trust Mortgage Loan (other than any Early Defeasance
Trust Mortgage Loan) that accrues interest on an Actual/360 Basis, a rate per
annum that is, for any Interest Accrual Period,


                                      -82-



equal to (i) a fraction (expressed as a percentage), the numerator of which is
the product of 12 times the Adjusted Actual/360 Accrued Interest Amount with
respect to such REMIC I Regular Interest for such Interest Accrual Period, and
the denominator of which is the Uncertificated Principal Balance of such REMIC I
Regular Interest immediately prior to the Distribution Date that corresponds to
such Interest Accrual Period, minus (ii) the Administrative Cost Rate for the
corresponding Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto); and (d) with respect to any REMIC I Regular Interest that, as
of the Closing Date, corresponds to an Outside Serviced Trust Mortgage Loan, a
rate per annum that is, for any Interest Accrual Period, equal to (i) a fraction
(expressed as a percentage), the numerator of which is the product of 12 times
the Adjusted Actual/360 Accrued Interest Amount with respect to such REMIC I
Regular Interest for such Interest Accrual Period, and the denominator of which
is the Uncertificated Principal Balance of such REMIC I Regular Interest
immediately prior to the Distribution Date that corresponds to such Interest
Accrual Period, minus (ii) the sum of the related Master Servicing Fee Rate plus
the Trustee Fee Rate.

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

          "REMIC II Regular Interest" shall mean any of the 43 separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a "regular interest" in REMIC II. Each REMIC II Regular Interest
shall accrue interest at its REMIC II Remittance Rate in effect from time to
time and, further, shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. The designations for the respective REMIC II Regular Interests are set
forth in the Preliminary Statement hereto.

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

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

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

          "REMIC III Component" shall mean:

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

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


                                      -83-



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

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

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

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

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

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

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

          "REO Mortgage Loan" shall mean the mortgage loan (or, if a Serviced
Loan Combination is involved, one of the two or more mortgage loans comprising
such Loan Combination) deemed for purposes hereof to be outstanding with respect
to each REO Property. Each REO Mortgage Loan shall be deemed to relate to and
succeed the Mortgage Loan (or, in the case of any REO Property that relates to a
Serviced Loan Combination, one of the two or more Mortgage Loans) relating to
the subject REO Property. Each REO Mortgage Loan shall be deemed to provide for
monthly payments of principal and/or interest equal to its Assumed Monthly
Payment and otherwise to have the same terms and conditions as its predecessor
Mortgage Loan (such terms and conditions to be applied without regard to the
default on such predecessor Mortgage Loan and the acquisition of the related REO
Property as part of the Trust Fund or, if applicable in the case of any REO
Property that relates to a Loan Combination, on behalf of the Trust and the
related Non-Trust Mortgage Loan Noteholder(s)). Each REO Mortgage Loan shall be
deemed to have an initial unpaid principal balance and, if applicable hereunder,
an initial Stated Principal Balance equal to the unpaid principal balance and
Stated Principal Balance, respectively, of its predecessor Mortgage Loan as of
the date of the related REO Acquisition. All Monthly Payments (other than a
Balloon Payment), Assumed Monthly Payments (in the case of a Balloon Mortgage
Loan delinquent in respect of its Balloon Payment) and other amounts due and
owing, or deemed to be due and owing, in respect of the predecessor Mortgage
Loan as of the date of the related REO Acquisition, shall be deemed to continue
to be due and owing in respect of an REO Mortgage Loan. Amounts Received by the
Trust (or, if applicable, received on behalf of the related Serviced Non-Trust
Mortgage Loan Noteholder) with respect to each REO Mortgage Loan (after
provision for amounts to be applied to the payment of, or to be reimbursed to
the Master Servicer or the Special Servicer for the payment of, the costs of
operating, managing and maintaining any related Administered REO Property or for
the reimbursement of the Master Servicer, the Special Servicer, the Trustee or
the


                                      -84-



Fiscal Agent for any other related Servicing Advances, but otherwise without
regard to any Advances, Advance Interest, fees, costs, expenses and other
potential Additional Trust Fund Expenses payable or reimbursable therefrom until
after the following applications have been made) shall be treated: first, as a
recovery of accrued and unpaid interest on such REO Mortgage Loan at the related
Mortgage Rate (net, in the case of any successor REO Mortgage Loan in respect of
an Outside Serviced Trust Mortgage Loan, of the related "Outside Servicing Fee
Rate") to but not including the Due Date in the related Collection Period of
receipt (exclusive, however, in the case of an REO Mortgage Loan that relates to
an ARD Mortgage Loan after its Anticipated Repayment Date, of any such accrued
and unpaid interest that constitutes Additional Interest); second, as a recovery
of principal of such REO Mortgage Loan to the extent of its entire unpaid
principal balance; third, in accordance with the normal servicing practices of
the Master Servicer, as a recovery of any other amounts (or, in the case of an
REO Mortgage Loan in respect of an Outside Serviced Trust Mortgage Loan, any
Prepayment Consideration) due and owing in respect of such REO Mortgage Loan
(exclusive, however, in the case of an REO Mortgage Loan that relates to an ARD
Mortgage Loan after its Anticipated Repayment Date, of any such accrued and
unpaid interest that constitutes Additional Interest); and fourth, in the case
of an REO Mortgage Loan that relates to an ARD Mortgage Loan after its
Anticipated Repayment Date, as a recovery of accrued and unpaid Additional
Interest on such REO Mortgage Loan; provided that, in the case of an REO
Mortgage Loan in respect of an Outside Serviced Trust Mortgage Loan, if an
allocation in accordance with this sentence would conflict with remittance
reports from the applicable Outside Servicer, the Master Servicer shall, in the
absence of actual knowledge of an error, rely on the allocation in such
remittance reports; and provided, further, that, if one or more Advances
previously made in respect of an REO Trust Mortgage Loan have been reimbursed
out of general collections of principal on the Mortgage Pool as one or more
Nonrecoverable Advances, then collections in respect of such REO Trust Mortgage
Loan available for application pursuant to clauses first through fourth of this
sentence shall instead be applied in the following order--(i) as a recovery of
accrued and unpaid interest on, and principal of, such REO Trust Mortgage Loan,
to the extent of any outstanding P&I Advances and unpaid Master Servicing Fees
in respect of such REO Trust Mortgage Loan, (ii) as a recovery of the item(s)
for which such previously reimbursed Nonrecoverable Advance(s) were made
(together with any interest on such previously reimbursed Nonrecoverable
Advance(s) that was also paid out of general collections of principal on the
Mortgage Pool), and (iii) in accordance with clauses first through fourth of
this sentence (taking into account the applications pursuant to clauses (i) and
(ii) of this proviso); and provided, further, that if the Mortgage Loans
comprising any Serviced Loan Combination become REO Mortgage Loans, amounts
(other than Loss of Value Payments deemed to constitute Liquidation Proceeds
with respect to the REO Trust Mortgage Loan in such Serviced Loan Combination
and other than Liquidation Proceeds resulting from the purchase of the Trust's
interest in any related REO Property pursuant to or as contemplated by Section
2.03) received with respect to such REO Mortgage Loans shall be applied to
amounts due and owing in respect of such REO Mortgage Loans as provided in the
related Co-Lender Agreement; and provided, further, that Loss of Value Payments
shall not be applied in accordance with the foregoing provisions of this
definition unless and until such amounts are transferred to the Pool Custodial
Account, and deemed to constitute Liquidation Proceeds in respect of a
particular REO Trust Mortgage Loan, in accordance with Section 3.05(e).
Notwithstanding the foregoing, all amounts payable or reimbursable to the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent in respect of
the predecessor Mortgage Loan as of the date of the related REO Acquisition,
including any unpaid Servicing Fees and any unreimbursed Servicing Advances and
P&I Advances, together with any interest accrued and payable to the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent in respect of
such Servicing Advances and P&I Advances in accordance with Sections 3.11(g) and
4.03(d), respectively, shall continue to be payable or reimbursable to the
Master Servicer, the Special Servicer, the Trustee or


                                      -85-



the Fiscal Agent, as the case may be, in respect of an REO Mortgage Loan. The
foregoing allocations are not intended to limit the rights of the parties
hereunder to reimbursements or indemnities to which they are otherwise entitled
hereunder.

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

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

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

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

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

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

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

          (i) that becomes a Modified Loan;

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

          (iii) that is delinquent in respect of its Balloon Payment, if any,
     (A) for one (1) Business Day beyond the date on which such Balloon Payment
     was due (unless clause (B) below


                                      -86-



     applies) or (B) if the related Mortgagor shall have delivered a refinancing
     commitment acceptable to the Special Servicer prior to the date when such
     Balloon Payment was due, for 30 days beyond the date on which such Balloon
     Payment was due (or for such shorter period ending on the date on which it
     is determined that the refinancing could not reasonably be expected to
     occur);

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

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

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

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

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

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


                                      -87-



Loan and that may be drawn upon for purposes of paying down the principal
balance of such Required Appraisal Loan.

          "Required Insurer Rating" shall mean:

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

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

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

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

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

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

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

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


                                      -88-



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

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

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

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

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

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

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

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

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


                                      -89-



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

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

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

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

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

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

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

          "Seller/Depositor Resolution Period" shall mean the 90-day period
following the related Mortgage Loan Seller's receipt of a Seller/Depositor
Notification with respect to the Material Document Defect or Material Breach
that gave rise to the particular repurchase obligation; provided, however, that
if (i) such Material Document Defect or Material Breach is capable of being
cured but not within such 90-day period, (ii) the Depositor (in the case of a
Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a
UBS Trust Mortgage Loan), as the case may be, has commenced and is diligently
proceeding with the cure of such Material Document Defect or Material Breach
within such initial 90-day period, and (iii) the Depositor (in the case of a
Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a
UBS Trust Mortgage Loan), as the case may be, delivers an Officer's Certificate
to the Special Servicer setting forth the reasons such Material Document Defect
or Material Breach is not capable of being cured within the initial 90-day
period and what actions such party is pursuing in connection with the cure
thereof, then the Seller/Depositor Resolution Period shall


                                      -90-



mean the 180-day period following the related Mortgage Loan Seller's receipt of
a Seller/Depositor Notification with respect to the Material Document Defect or
Material Breach that gave rise to the particular repurchase obligation; and
provided, further, that, if any such Material Document Defect is still not cured
after the 180-day period following the related Mortgage Loan Seller's receipt of
a Seller/Depositor Notification with respect to the Material Document Defect or
Material Breach that gave rise to the particular repurchase obligation solely
due to the failure of the Depositor (in the case of a Lehman Trust Mortgage
Loan) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage
Loan), as the case may be, to have received a recorded document, then the
Seller/Depositor Resolution Period shall continue for an additional period of
time so long as the Depositor or the UBS Mortgage Loan Seller, as applicable,
certifies to the Special Servicer every six months thereafter that the Document
Defect is still in effect solely because of its failure to have received the
recorded document and that such party is diligently pursuing the cure of such
defect.

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

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

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

          "Series FB 2005-1 Certificates" shall have the meaning assigned
thereto in the Preliminary Statement.

          "Series FB 2005-1 Securitization" shall have the meaning assigned
thereto in the Preliminary Statement.

          "Serviced Combination Trust Mortgage Loan" shall mean the 500 West
Madison Trust Mortgage Loan or any other Serviced Note A Trust Mortgage Loan, as
applicable.

          "Serviced A/B Loan Combination" shall have the meaning assigned
thereto in the Preliminary Statement.

          "Serviced Loan Combination" shall mean any Loan Combination that is to
be primarily serviced and administered under this Agreement. The Serviced A/B
Loan Combinations will be, and the Outside Serviced Loan Combinations will not
be, Serviced Loan Combinations.

          "Serviced Loan Combination Change of Control Event" shall mean: (a)
with respect to the 500 West Madison Trust Loan Combination only, the event that
occurs when (i) the outstanding principal amount of the 500 West Madison Note B
Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect thereto
(net of any existing Appraisal Reduction Amount with respect to the 500 West
Madison Loan Combination) is less than 27.5% of an amount equal to the original
principal amount of the 500 West Madison Note B Non-Trust Mortgage Loan, and
(ii) the 500 West


                                      -91-



Madison Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto has not been repaid in full; and (b) with respect to each
Serviced Loan Combination (other than the 500 West Madison Loan Combination),
the event that occurs when (i) the aggregate outstanding principal amount of the
related Serviced Note B Non-Trust Mortgage Loan or any successor REO Mortgage
Loan with respect thereto (net of any existing Appraisal Reduction Amount with
respect to the subject Serviced Loan Combination) is less than 25.0% of an
amount equal to the original principal amount of such Serviced Note B Non-Trust
Mortgage Loan, and (ii) the related Serviced Note A Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto has not been repaid in
full.

          "Serviced Loan Combination Controlling Party" shall mean, with respect
to any Serviced Loan Combination or any related REO Property, the related
Serviced Loan Combination Directing Lender or any representative appointed
thereby, consistent with Section 3.02(d) of the related Co-Lender Agreement, to
exercise the rights and powers of the related Serviced Loan Combination
Directing Lender under the related Co-Lender Agreement or this Agreement.

          "Serviced Loan Combination Directing Lender" shall mean, with respect
to any Serviced Loan Combination, as of any date of determination, the
"Directing Lender" under the related Co-Lender Agreement.

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

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

          "Serviced Non-Trust Mortgage Loan Noteholder" shall mean each holder
of the Mortgage Note for a Serviced Non-Trust Mortgage Loan. Notwithstanding
anything herein to the contrary, no 200 Park Avenue Non-Trust Mortgage Loan
Noteholder, Courtyard by Marriott Non-Trust Mortgage Loan Noteholder, 1345
Avenue of the Americas Non-Trust Mortgage Loan Noteholder or Park Avenue Plaza
Non-Trust Mortgage Loan Noteholder shall in any event constitute a Serviced
Non-Trust Mortgage Loan Noteholder hereunder.

          "Serviced Note A Trust Mortgage Loan" shall have the meaning assigned
thereto in the Preliminary Statement.

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

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

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


                                      -92-



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

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

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

          "Servicer Notice" shall have the meaning assigned thereto in Section
3.14.

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

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

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


                                      -93-



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

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

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

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

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

          "Servicing Standard" shall mean, with respect to the Master Servicer
or the Special Servicer, to service and administer the Serviced Mortgage Loans
and any Administered REO Properties that such party is obligated to service and
administer pursuant to this Agreement: (i) in accordance with the higher of the
following standards of care: (A) the same manner in which, and with the same
care, skill, prudence and diligence with which, the Master Servicer or the
Special Servicer, as the case may be, services and administers comparable
mortgage loans with similar borrowers and comparable foreclosure properties for
other third-party portfolios (giving due consideration to the customary and
usual standards of practice of prudent institutional commercial mortgage lenders
servicing their own mortgage loans and foreclosure properties), and (B) the same
manner in which, and with the same care, skill, prudence and diligence with
which, the Master Servicer or Special Servicer, as the case may be, services and
administers comparable mortgage loans and foreclosure properties owned by the
Master Servicer or Special Servicer, as the case may be, in either case
exercising reasonable business judgment and acting in accordance with applicable
law, the terms of this Agreement and the terms of the respective Serviced
Mortgage Loans and any applicable co-lender, intercreditor and/or similar
agreements; (ii) with a view to: (A) the timely recovery of all payments of
principal and interest, including Balloon Payments, under the Serviced Mortgage
Loans or, in the case of any such Serviced Mortgage Loan that is (1) a Specially
Serviced Mortgage Loan or (2) a Serviced Mortgage Loan as to which the related
Mortgaged Property has become an REO Property, the maximization of recovery on
the subject Serviced Mortgage Loan to the Certificateholders (as a collective
whole) (or, if a Serviced Loan Combination is involved, the maximization of
recovery on such Loan Combination to the Certificateholders and the related
Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole)) of
principal and interest, including Balloon Payments, on a present value basis
(the relevant


                                      -94-



discounting of anticipated collections that will be distributable to the
Certificateholders (or, if a Serviced Loan Combination is involved, to the
Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s) (as a collective whole)) to be performed at the related Mortgage
Rate (or, in the case of a Serviced Loan Combination, at the weighted average of
the respective Mortgage Rates for the Mortgage Loans that comprise such Loan
Combination); and (iii) without regard to (A) any relationship, including as
lender on any other debt (including mezzanine debt or a Non-Trust Mortgage
Loan), that the Master Servicer or the Special Servicer, as the case may be, or
any Affiliate thereof, may have with any of the related Mortgagors, or any
Affiliate thereof, or any other party to this Agreement, (B) the ownership of
any Certificate or any direct or indirect interest in a Non-Trust Mortgage Loan
by the Master Servicer or the Special Servicer, as the case may be, or any
Affiliate thereof, (C) the obligation of the Master Servicer or the Special
Servicer, as the case may be, to make Advances, (D) the right of the Master
Servicer or the Special Servicer, as the case may be, or any Affiliate thereof,
to receive compensation or reimbursement of costs hereunder generally or with
respect to any particular transaction, and (E) the ownership, servicing or
management for others of any other mortgage loan or real property not subject to
this Agreement by the Master Servicer or the Special Servicer, as the case may
be, or any Affiliate thereof.

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

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

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

          "Special Servicer" shall mean, subject to Section 6.09(d) and Section
7.01(e) (insofar as such sections contemplate multiple parties acting as Special
Servicer), LNR, in its capacity as special servicer hereunder, or any successor
special servicer appointed as herein provided.

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


                                      -95-



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

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

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

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

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

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

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

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

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

          "Specially Designated Servicing Action" means:

          (a) with respect to the 500 West Madison Loan Combination or any
     related REO Property, the actions specified in clauses (i) through (ix) of
     Section 3.02(a) of the related Co-Lender Agreement;

          (b) with respect to each other Serviced Loan Combination or any
     related REO Property, the actions specified in clauses (i) through (xiv) of
     Section 3.02(a) of the related Co-Lender Agreement; and


                                      -96-



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

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

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

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

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

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

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

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

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

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

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

          (a) the related Mortgagor (or any related guarantor) has failed to
     make when due any Monthly Payment (including a Balloon Payment), which
     failure continues, or which failure the Master Servicer or (with the
     consent of the Controlling Class Representative) the Special Servicer
     determines, in each case in accordance with the Servicing Standard, will
     continue, unremedied (without regard to any grace period) by the related
     Mortgagor, any related guarantor or otherwise (including, in the case of a
     Serviced Combination Trust Mortgage Loan, by a related Serviced Non-Trust
     Mortgage Loan Noteholder exercising any cure rights under the related
     Co-Lender Agreement) (i) except in the case of a Balloon Mortgage Loan
     delinquent in respect of its Balloon Payment, for 60 days beyond the date
     on which the subject payment was due, or (ii) solely in the case of a
     delinquent Balloon Payment, (A) for one (1) Business Day


                                      -97-



     beyond the date on which the subject Balloon Payment was due (unless clause
     (B) below applies) or (B) in the case of a Balloon Mortgage Loan as to
     which the related Mortgagor shall have delivered a refinancing commitment
     acceptable to the Special Servicer prior to the date on which the subject
     Balloon Payment was due, for 30 days beyond the date on which the subject
     Balloon Payment was due (or for such shorter period ending on the date on
     which it is determined that the refinancing could not reasonably be
     expected to occur); or

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

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

          (d) a decree or order of a court or agency or supervisory authority
     having jurisdiction in the premises in an involuntary case under any
     present or future federal or state bankruptcy, insolvency or similar law or
     the appointment of a conservator or receiver or liquidator in any
     insolvency, readjustment of debt, marshaling of assets and liabilities or
     similar proceedings, or for the winding-up or liquidation of its affairs,
     shall have been entered against the related


                                      -98-



     Mortgagor and such decree or order shall have remained in force and not
     dismissed for a period of 60 days; or

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

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

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

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

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

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

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

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

          The Special Servicer may conclusively rely on the Master Servicer's
determination as to whether a Servicing Transfer Event has occurred giving rise
to a Serviced Mortgage Loan's becoming a Specially Serviced Mortgage Loan. If
any Mortgage Loan that is part of a Serviced Loan Combination becomes a
Specially Serviced Mortgage Loan, then the other Mortgage Loan or each of the
other Mortgage Loans, as the case may be, in such Loan Combination shall also
become a Specially Serviced Mortgage Loan; provided that if, subject to the
terms, conditions and limitations of the related Co-


                                      -99-



Lender Agreement, a Serviced Non-Trust Mortgage Loan Noteholder prevents the
occurrence of a Servicing Transfer Event with respect to the related Serviced
Combination Trust Mortgage Loan through the exercise of any cure rights granted
under the related Co-Lender Agreement with respect to such Serviced Combination
Trust Mortgage Loan, then the existence of such Servicing Transfer Event with
respect to the related Serviced Non-Trust Mortgage Loan (because any such cure
rights do not include the cure of defaults under the related Serviced Non-Trust
Mortgage Loan) will not, in and of itself, result in any Mortgage Loan that is
part of the subject Serviced Loan Combination becoming a Specially Serviced
Mortgage Loan (provided that a separate Servicing Transfer Event may occur with
respect thereto).

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

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

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

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

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


                                      -100-



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

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

          "Subordinate Non-Trust Mortgage Loans" shall mean, collectively, the
Serviced Note B Non-Trust Mortgage Loans, the junior component of the 200 Park
Avenue Note A-1 Non-Trust Mortgage Loan, the junior component of the Courtyard
by Marriott Note A-1 Non-Trust Mortgage Loan, the Courtyard by Marriott Note B
Non-Trust Mortgage Loan, the junior component of the 1345 Avenue of the Americas
Note 2 Non-Trust Mortgage Loan, the 1345 Avenue of the Americas Note 1-B/C
Non-Trust Mortgage Loans, the junior component of the Park Avenue Plaza Note 2
Non-Trust Mortgage Loan and the Park Avenue Plaza Note 1-B Non-Trust Mortgage
Loans.

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

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

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

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

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

          "Supplemental Report" shall mean have the meaning assigned thereto in
Section 3.12(c).


                                      -101-



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

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

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

          "Total Principal Reinstatement Amount" shall mean, with respect to any
Distribution Date, an amount (to be calculated by the Trustee immediately
following, and after taking into account, all distributions to be made with
respect to the Certificates on such Distribution Date) equal to the lesser of:
(1) the amount, if any, by which (a) the aggregate Stated Principal Balance of
the Mortgage Pool that will be outstanding immediately following the subject
Distribution Date, exceeds (b) the aggregate of the Class Principal Balances of
all the Classes of Principal Balance Certificates (after taking into account the
distributions made with respect to the Certificates on the subject Distribution
Date, but prior to any adjustments to the Class Principal Balances of the
respective Classes of Principal Balance Certificates pursuant to Section 4.04 or
Section 4.05); and (2) the amount, if any, by which (a) the aggregate Loss
Reimbursement Amount in respect of all the Classes of Principal Balance
Certificates for the subject Distribution Date, exceeds (b) the total portion of
such aggregate Loss Reimbursement Amount reimbursed in respect of all of the
Classes of Principal Balance Certificates for the subject Distribution Date, if
any, pursuant to Section 4.01(a) and/or Section 4.01(b).

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

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

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

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

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


                                      -102-



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

          "Trust Determination Date" shall mean the 11th calendar day of each
month (or, if such 11th day is not a Business Day, the Business Day immediately
following), commencing in September 2005.

          "Trust Fund" shall mean, collectively, all of the assets of the REMIC
Pools, the Grantor Trust (if created hereunder taking into account Section
2.05(b)) and the Loss of Value Reserve Fund.

          "Trust Master Servicer Remittance Date" shall mean the date each
month, commencing in September 2005, on which, among other things, the Master
Servicer is required to (i) make P&I Advances and (ii) transfer the Master
Servicer Remittance Amount and any Excess Liquidation Proceeds to the Trustee,
which date shall be the Business Day immediately preceding the Distribution Date
in such month.

          "Trust Mortgage Loan" shall mean each of the mortgage loans listed on
the Trust Mortgage Loan Schedule and from time to time held in the Trust Fund.
As used herein, the term "Trust Mortgage Loan" includes the related Mortgage
Note, Mortgage and other security documents contained in the related Mortgage
File or otherwise held on behalf of the Trust. Notwithstanding the foregoing, if
any of the mortgage loans listed on the Trust Mortgage Loan Schedule are, in
accordance with their terms or pursuant to any modification, waiver or amendment
agreed to in accordance with Section 3.20, severed or split into two or more
mortgage loans that are to remain part of the Trust Fund, then such two or more
mortgage loans shall constitute separate "Trust Mortgage Loans" for all purposes
hereof, except that such mortgage loans will collectively constitute the "Trust
Mortgage Loan" that relates to the applicable REMIC I Regular Interest and/or
any applicable Loan REMIC Regular Interest.

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

          (i)  the Mortgage Loan number;

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

          (iii) the Cut-off Date Balance;

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


                                      -103-



          (v)  the original Mortgage Rate;

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

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

          (viii) the Interest Accrual Basis;

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

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

          (xi) the related Mortgage Loan Seller;

          (xii) whether such Trust Mortgage Loan is a Defeasance Mortgage Loan;

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

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

          (xv) the applicable Loan Group to which such Mortgage Loan belongs.

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

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

          "Trustee Backup Certification" shall have the meaning assigned thereto
in Section 8.15(g).

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

          "Trustee Fee Rate" shall mean 0.00075% per annum.

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

          "UBS/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of August 15, 2005, between
the UBS Mortgage Loan Seller, UBS Principal Finance LLC and the Depositor.

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


                                      -104-



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

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

          "UCC Financing Statement" shall mean a financing statement executed
(if required by the UCC) and filed pursuant to the UCC.

          "Uncertificated Accrued Interest" shall mean the interest accrued from
time to time with respect to any Loan REMIC Regular Interest, REMIC I Regular
Interest or REMIC II Regular Interest, the amount of which interest shall equal:
(a) in the case of any Loan REMIC Regular Interest for any Interest Accrual
Period, one-twelfth of the product of (i) the annual Loan REMIC Remittance Rate
applicable to such Loan REMIC Regular Interest for such Interest Accrual Period,
multiplied by (ii) the Uncertificated Principal Balance of such Loan REMIC
Regular Interest outstanding immediately prior to the related Distribution Date;
(b) in the case of any REMIC I Regular Interest for any Interest Accrual Period,
one-twelfth of the product of (i) the annual REMIC I Remittance Rate applicable
to such REMIC I Regular Interest for such Interest Accrual Period, multiplied by
(ii) the Uncertificated Principal Balance of such REMIC I Regular Interest
outstanding immediately prior to the related Distribution Date; and (c) in the
case of any REMIC II Regular Interest for any Interest Accrual Period,
one-twelfth of the product of (i) the annual REMIC II Remittance Rate applicable
to such REMIC II Regular Interest for such Interest Accrual Period, multiplied
by (ii) the Uncertificated Principal Balance of such REMIC II Regular Interest
outstanding immediately prior to the related Distribution Date. Each Loan REMIC
Regular Interest (if any), REMIC I Regular Interest and REMIC II Regular
Interest shall accrue interest on a 30/360 Basis.

          "Uncertificated Distributable Interest" shall mean: (a) with respect
to any Loan REMIC Regular Interest for any Distribution Date, an amount of
interest equal to the amount of Uncertificated Accrued Interest in respect of
the subject Loan REMIC Regular Interest for the related Interest Accrual Period,
reduced (to not less than zero) by any portion of any Net Aggregate Prepayment
Interest Shortfall for such Distribution Date allocable to the corresponding
Early Defeasance Trust Mortgage Loan; (b) with respect to any REMIC I Regular
Interest for any Distribution Date, an amount of interest equal to the amount of
Uncertificated Accrued Interest in respect of the subject REMIC I Regular
Interest for the related Interest Accrual Period, reduced (to not less than
zero) by the product of (i) any Net Aggregate Prepayment Interest Shortfall for
such Distribution Date, multiplied by (ii) a fraction, the numerator of which is
the amount of Uncertificated Accrued Interest in respect of the subject REMIC I
Regular Interest for the related Interest Accrual Period, and the denominator of
which is the aggregate amount of Uncertificated Accrued Interest in respect of
all the REMIC I Regular Interests for the related Interest Accrual Period; and
(c) with respect to any REMIC II Regular Interest for any Distribution Date,
subject to Section 4.05(d), an amount of interest equal to the amount of
Uncertificated Accrued Interest in respect of the subject REMIC II Regular
Interest for the related Interest Accrual Period, reduced (to not less than
zero) by the product of (i) any Net Aggregate Prepayment Interest Shortfall for
such Distribution Date, multiplied by (ii) a fraction, the numerator of which is
the amount of Uncertificated Accrued Interest in respect of the subject REMIC II
Regular Interest for the related Interest Accrual Period, and the denominator of
which is the aggregate amount of Uncertificated Accrued Interest in respect of
all the REMIC II Regular Interests for the related Interest Accrual Period.


                                      -105-



          "Uncertificated Principal Balance" shall mean the principal balance of
any Loan REMIC Regular Interest, REMIC I Regular Interest or REMIC II Regular
Interest outstanding as of any date of determination. As of the Closing Date,
the Uncertificated Principal Balance of each Loan REMIC Regular Interest (if
any) and each REMIC I Regular Interest shall equal the Cut-off Date Balance of
the corresponding Trust Mortgage Loan. In addition, as of the Closing Date, the
Uncertificated Principal Balance of each REMIC II Regular Interest shall equal
the amount set forth in the Preliminary Statement hereto as its initial
Uncertificated Principal Balance. On each Distribution Date, the Uncertificated
Principal Balance of each REMIC II Regular Interest shall be reduced by all
distributions of principal deemed to have been made thereon on such Distribution
Date pursuant to Section 4.01(l), and shall be further reduced (subject to
Section 4.05) on such Distribution Date by all Realized Losses and Additional
Trust Fund Expenses deemed to have been allocated thereto on such Distribution
Date pursuant to Section 4.04(b). On each Distribution Date, the Uncertificated
Principal Balance of each REMIC I Regular Interest shall be reduced by all
distributions of principal deemed to have been made in respect of such REMIC I
Regular Interest on such Distribution Date pursuant to Section 4.01(m), and
shall be further reduced on such Distribution Date by all Realized Losses and
Additional Trust Fund Expenses deemed to have been allocated thereto on such
Distribution Date pursuant to Section 4.04(c). On each Distribution Date, the
Uncertificated Principal Balance of each Loan REMIC Regular Interest (if any)
shall be reduced by all distributions of principal deemed to have been made in
respect of such Loan REMIC Regular Interest on such Distribution Date pursuant
to Section 4.01(n), and shall be further reduced on such Distribution Date by
all Realized Losses and Additional Trust Fund Expenses deemed to have been
allocated thereto on such Distribution Date pursuant to Section 4.04(d).
Notwithstanding the foregoing, on any given Distribution Date, the
Uncertificated Principal Balance of any REMIC II Regular Interest shall be
subject to increase (and, when appropriate, shall be increased), as and to the
extent provided in Section 4.05(c).

          "Underlying Collection Period" shall mean the 200 Park Avenue
Underlying Collection Period, the Courtyard by Marriott Underlying Collection
Period, the 1345 Avenue of the Americas Underlying Collection Period or the Park
Avenue Plaza Underlying Collection Period, as applicable.

          "Underwriters" shall mean Lehman Brothers Inc. and UBS Securities LLC
and their respective successors in interest.

          "United States Tax Person" shall mean a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any state or the District of
Columbia, or an estate whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States persons have the authority to control all substantial
decisions of the trust (or to the extent provided in the Treasury regulations,
if the trust was in existence on August 20, 1996 and elected to be treated as a
United States person), all within the meaning of Section 7701(a) (30) of the
Code.

          "United States Securities Person" shall mean any "U.S. person" as
defined in Rule 902(k) of Regulation S.

          "Voting Rights" shall mean the portion of the voting rights of all of
the Certificates which is allocated to any Certificate. At all times during the
term of this Agreement, 99% of the Voting


                                      -106-



Rights shall be allocated among the Holders of the various Classes of the
Principal Balance Certificates in proportion to the respective Class Principal
Balances of their Certificates, and 1% of the Voting Rights shall be allocated
among the Holders of the various Classes of the Interest-Only Certificates in
proportion to the respective Class Notional Amounts of their Certificates.
Voting Rights allocated to a Class of Certificateholders shall be allocated
among such Certificateholders in standard proportion to the Percentage Interests
evidenced by their respective Certificates. No Voting Rights shall be allocated
to the Certificates that are not Regular Interest Certificates.

          "Wachovia" means Wachovia Bank, National Association or its successor
in interest.

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

          "Wells Fargo" means Wells Fargo Bank, National Association or its
successor in interest.

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

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

          "Yield Maintenance Charge" shall mean the amount paid or payable, as
the context requires, as the result of a Principal Prepayment on, or other early
collection of principal of, a Mortgage Loan, which amount is not otherwise due
thereon in respect of principal or interest and has been calculated (based on
scheduled payments of interest and/or principal on such Mortgage Loan) to
compensate the holder for reinvestment losses based on the value of an interest
rate index at or near the time of prepayment. Any other prepayment premiums,
penalties and fees not so calculated will not be considered "Yield Maintenance
Charges". In addition, any Excess Defeasance Deposit Proceeds will not be
considered "Yield Maintenance Charges". In the event that a Yield Maintenance
Charge shall become due for any particular Serviced Mortgage Loan, the Master
Servicer shall be required to follow the terms and provisions contained in the
applicable Mortgage Note, provided, however, that, in the event the particular
Mortgage Note shall not specify the U.S. Treasuries which shall be used in
determining the discount rate or the reinvestment yield to be applied in such
calculation, the Master Servicer shall be required to use those U.S. Treasuries
which shall generate the lowest discount rate or reinvestment yield for the
purposes thereof. Accordingly, if either no U.S. Treasury issue, or more than
one U.S. Treasury issue, shall coincide with the term over which the Yield
Maintenance Charge shall be calculated (which depending on the applicable
Mortgage Note is based on the remaining average life of the subject Serviced
Mortgage Loan or the actual term remaining through the related Stated Maturity
Date or Anticipated Repayment Date, as applicable), the Master Servicer shall
use the applicable U.S. Treasury whose reinvestment yield is the lowest, with
such yield being based on the bid price for such issue as published in The Wall
Street Journal on the date that is 14 days prior to the date that the Yield
Maintenance Charge shall become due and payable (or, if such bid price is not
published on that date, the next preceding date on which such bid price is so
published) and converted to a monthly


                                      -107-



compounded nominal yield. The monthly compounded nominal yield ("MEY") is
derived from the reinvestment yield or discount rate and shall be defined as MEY
= (12 X [{(1+ "BEY"/2) ^1/6}-1]) X 100, where BEY is defined as the U.S.
Treasury Reinvestment Yield which is in decimal form and not in percentage, and
1/6 is the exponential power to which a portion of the equation is raised. For
example, using a BEY of 5.50%, the MEY = (12 X [{(1+ .055/2) ^ 0.16667}- 1]) X
100 where .055 is the decimal version of the percentage 5.5% and 0.16667 is the
decimal version of the exponential power. The MEY in the above calculation is
5.44%.

          "Yield Maintenance Treasury Rate" shall mean, for purposes of
calculating a Discount Rate, the yield calculated by the Master Servicer by
linear interpolation of the yields, as such yields are reported in Federal
Reserve Statistical Release H.15-Selected Interest Rates (519), under the
heading U.S. Government Securities/Treasury Constant Maturities, with respect to
the maturity dates set forth thereunder, one longer and one shorter, most nearly
approximating the maturity date (or, in the case of an ARD Trust Mortgage Loan
or any successor REO Trust Mortgage Loan with respect thereto, the Anticipated
Repayment Date) of the relevant prepaid Trust Mortgage Loan or REO Trust
Mortgage Loan. If Federal Reserve Statistical Release H.15 is no longer
published or does not indicate the information set forth above, then the Master
Servicer shall select a comparable publication or source for the purposes of
determining the Yield Maintenance Treasury Rate.

          "YM Principal Balance Certificates" shall mean, collectively, the
Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J and Class K Certificates.

          SECTION 1.02. General Interpretive Principles.

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

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

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

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

               (iv) a reference to a Subsection without further reference to a
     Section is a reference to such Subsection as contained in the same Section
     in which the reference appears, and this rule shall also apply to
     Paragraphs and other subdivisions;

               (v) the words "herein", "hereof", "hereunder", "hereto", "hereby"
     and other words of similar import refer to this Agreement as a whole and
     not to any particular provision;

               (vi) the terms "include" or "including" shall mean without
     limitation by reason of enumeration; and


                                      -108-



               (vii) references to "Current Report on Form 8-K" and "Annual
     Report on Form 10-K" shall be deemed to include any successor or equivalent
     forms adopted by the Commission.

          SECTION 1.03. Certain Adjustments to the Principal Distributions on
                        the Certificates.

          (a) If any party hereto is reimbursed out of general collections on
the Mortgage Pool on deposit in the Pool Custodial Account for any unreimbursed
Advance that has been or is determined to be a Nonrecoverable Advance (together
with interest accrued and payable thereon pursuant to Section 3.11(g) or Section
4.03(d), as applicable, to the extent such interest was paid hereunder from a
source other than related Default Charges or Loss of Value Payments), then (for
purposes of calculating distributions on the Certificates) each such
reimbursement and payment of interest shall be deemed to have been made:

               first, out of any amounts then on deposit in the Pool Custodial
     Account that represent payments or other collections of principal Received
     by the Trust with respect to the Loan Group that includes the Trust
     Mortgage Loan or REO Trust Mortgage Loan in respect of which such
     Nonrecoverable Advance was made, and which amounts, but for their
     application to reimburse such Nonrecoverable Advance (and/or to pay
     interest thereon), would be included in the Available Distribution Amount
     for the related Distribution Date;

               second, out of any amounts then on deposit in the Pool Custodial
     Account that represent payments or other collections of principal Received
     by the Trust with respect to the Loan Group that does not include the Trust
     Mortgage Loan or REO Trust Mortgage Loan in respect of which such
     Nonrecoverable Advance was made, and which amounts, but for their
     application to reimburse such Nonrecoverable Advance (and/or to pay
     interest thereon), would be included in the Available Distribution Amount
     for the related Distribution Date;

               third, out of any amounts then on deposit in the Pool Custodial
     Account that represent any other payments and/or collections Received by
     the Trust with respect to the Loan Group that includes the Trust Mortgage
     Loan or REO Trust Mortgage Loan in respect of which such Nonrecoverable
     Advance was made, and which amounts, but for their application to reimburse
     such Nonrecoverable Advance (and/or to pay interest thereon), would be
     included in the Available Distribution Amount for the related Distribution
     Date;

               fourth, out of any amounts then on deposit in the Pool Custodial
     Account that represent any other payments and/or collections Received by
     the Trust with respect to the Loan Group that does not include the Trust
     Mortgage Loan or REO Trust Mortgage Loan in respect of which such
     Nonrecoverable Advance was made, and which amounts, but for their
     application to reimburse such Nonrecoverable Advance (and/or to pay
     interest thereon), would be included in the Available Distribution Amount
     for the related Distribution Date; and

               fifth, out of any other amounts then on deposit in the Pool
     Custodial Account that may be available to reimburse the subject
     Nonrecoverable Advance and/or to pay interest thereon.


                                      -109-



          (b) If and to the extent that any payment or other collection of
principal of any Trust Mortgage Loan or REO Trust Mortgage Loan is deemed to be
applied in accordance with clause first or clause second of Section 1.03(a) to
reimburse a Nonrecoverable Advance or to pay interest thereon, and further if
and to the extent that such payment or other collection of principal constitutes
part of the Principal Distribution Amount for any Distribution Date, then: (i)
the Adjusted Principal Distribution Amount for such Distribution Date shall
exclude such payment or other collection of principal; and (ii) in accordance
with clause (c) of the definition of "Adjusted Principal Distribution Amount",
in order to calculate the Adjusted Principal Distribution Amount for such
Distribution Date, the amount of such payment or other collection of principal
shall be subtracted from the Principal Distribution Amount for such Distribution
Date. In addition, for purposes of determining the respective portions of the
Adjusted Principal Distribution Amount for any Distribution Date that are
attributable to the two Loan Groups, the Trustee shall take into account whether
any payment or other collection of principal excluded from such Adjusted
Principal Distribution Amount in accordance with the preceding sentence relates
to a Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be, in Loan
Group No. 1 or Loan Group No. 2.

          (c) If and to the extent that (1) any Advance is determined to be a
Nonrecoverable Advance, (2) such Advance is reimbursed or interest thereon is
paid out of general principal collections on the Mortgage Pool as contemplated
by Section 1.03(a) above and (3) the particular item for which such Advance was
originally made or such interest on such Advance, as the case may be, is
subsequently Received by the Trust (in whole or in part) out of payments or
other collections in respect of the related Trust Mortgage Loan or REO Trust
Mortgage Loan (such item or such interest on such Advance, as the case may be,
if and to the extent so collected, a "Recovered Amount"), then: (i) without
duplication of any amounts already included therein, the Adjusted Principal
Distribution Amount for the Distribution Date that corresponds to the related
Collection Period in which such item or such interest on such Advance, as the
case may be, was Received by the Trust shall include such Recovered Amount; (ii)
in accordance with clause (b) of the definition of "Adjusted Principal
Distribution Amount", in order to calculate the Adjusted Principal Distribution
Amount for the Distribution Date that corresponds to the related Collection
Period in which such item was Received by the Trust, such Recovered Amount (to
the extent not already included therein) shall be added to the Principal
Distribution Amount for such Distribution Date; and (iii) such Advance or such
interest thereon, as the case may be, to the extent of such Recovered Amount,
will no longer be considered to have been reimbursed or paid, as the case may
be, out of general principal collections on the Mortgage Pool. In addition, if
and to the extent that any Advance is determined to be a Nonrecoverable Advance,
interest on such Advance is paid out of general principal collections on the
Mortgage Pool as contemplated by Section 1.03(a) above and such interest on such
Advance is subsequently reimbursed to the Trust out of Default Charges or Loss
of Value Payments collected on the Trust Mortgage Loan or REO Trust Mortgage
Loan as to which such Advance was made, then: (i) the Adjusted Principal
Distribution Amount for the Distribution Date that corresponds to the related
Collection Period in which such Default Charges were Received by the Trust or
such Loss of Value Payments were so applied shall include the portion of such
Default Charges or Loss of Value Payments that was applied to reimburse the
Trust for such interest on such Advance; (ii) in accordance with clause (b) of
the definition of "Adjusted Principal Distribution Amount", in order to
calculate the Adjusted Principal Distribution Amount for the Distribution Date
that corresponds to the related Collection Period in which such Default Charges
were Received by the Trust or such Loss of Value Payments were so applied, an
amount equal to the portion of such Default Charges or Loss of Value Payments
that was applied to reimburse the Trust for such interest on such Advance shall
be added to the Principal Distribution Amount for such Distribution Date; and
(iii) such interest on such


                                      -110-



Advance, to the extent of such Recovered Amount, will no longer be considered to
have been paid out of general principal collections on the Mortgage Pool. In
addition, for purposes of determining the respective portions of the Adjusted
Principal Distribution Amount for any Distribution Date that are attributable to
the two Loan Groups, the Trustee shall take into account whether any Recovered
Amount included in such Adjusted Principal Distribution Amount in accordance
with the foregoing sentences of this Section 1.03(c) relates to a Trust Mortgage
Loan or REO Trust Mortgage Loan, as the case may be, in Loan Group No. 1 or Loan
Group No. 2; provided that, if the Nonrecoverable Advance or interest thereon to
which such Recovered Amount corresponds was deemed reimbursed or paid, as the
case may be, out of payments and other collections of principal attributable to
both Loan Groups, then such Recovered Amount shall be deemed allocated to the
two Loan Groups, in each case up to the amount of payments and other collections
of principal attributable thereto that were deemed applied to reimburse or pay,
as the case may be, such Nonrecoverable Advance or interest thereon, in the
reverse order contemplated by Section 1.03(a).

          (d) Nothing contained in this Section 1.03 is intended to limit the
ability of any party hereto that is entitled to reimbursement hereunder for any
unreimbursed Advances that have been or are determined to be Nonrecoverable
Advances (together with interest accrued and payable thereon pursuant to Section
3.11(g) or Section 4.03(d)) to collections of principal Received by the Trust
with respect to the Mortgage Pool; instead the order of priority set forth in
Section 1.03(a) is a deemed allocation only for purposes of calculating
distributions on the Certificates.


                                      -111-



                                   ARTICLE II

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

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

          (a) It is the intention of the parties hereto that a common law trust
be established pursuant to this Agreement and that such trust be designated as
"LB-UBS Commercial Mortgage Trust 2005-C5". LaSalle is hereby appointed, and
does hereby agree, to act as Trustee hereunder and, in such capacity, to hold
the Trust Fund in trust for the exclusive use and benefit of all present and
future Certificateholders.

          The Depositor, concurrently with the execution and delivery hereof,
does hereby assign, sell, transfer, set over and otherwise convey to the Trustee
in trust, without recourse, for the benefit of the Certificateholders, all the
right, title and interest of the Depositor in, to and under (i) the Trust
Mortgage Loans, (ii) the UBS/Depositor Mortgage Loan Purchase Agreement, (iii)
the respective Co-Lender Agreements; and (iv) all other assets included or to be
included in the Trust Fund. Such assignment includes all interest and principal
received or receivable on or with respect to the Trust Mortgage Loans and due
after the Cut-off Date and, in the case of each Trust Mortgage Loan that is part
of a Loan Combination, is subject to the provisions of the related Co-Lender
Agreement. With respect to each Trust Mortgage Loan that is part of a Loan
Combination, the Trustee, on behalf of the Trust, assumes the obligations of the
holder of such Trust Mortgage Loan and the related Mortgage Note under, and
agrees to be bound by, the related Co-Lender Agreement.

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

          (b) In connection with the Depositor's assignment pursuant to Section
2.01(a) above, the Depositor shall, in the case of each Lehman Trust Mortgage
Loan, deliver to and deposit with, and the UBS Mortgage Loan Seller has
(pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement) agreed, in the
case of each UBS Trust Mortgage Loan, to deliver to and deposit with, on or
before the Closing Date: (i) the Trustee or a Custodian appointed thereby, the
Mortgage File for such Trust Mortgage Loan, with copies of each Mortgage File to
be delivered by the Trustee to, upon request, the Master Servicer (and at the
expense of the Trustee and not at the expense of the Trust Fund), within 10
Business Days of such request; and (ii) the Master Servicer (or, at the
direction of the Master Servicer, to the appropriate Sub-Servicer), all
unapplied Escrow Payments and Reserve Funds in the possession or under the
control of the Depositor or the UBS Mortgage Loan Seller, as the case may be,
that relate to such Trust Mortgage Loan (except in the case of an Outside
Serviced Trust Mortgage Loan). None of the Trustee, any Custodian, the Master
Servicer or the Special Servicer shall be liable for any failure by a Mortgage
Loan Seller or the Depositor to comply with the document delivery requirements
of the respective Mortgage Loan Purchase Agreements and this Section 2.01(b).

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


                                      -112-



          (c) The Depositor hereby covenants that it shall retain with respect
to each Lehman Trust Mortgage Loan (other than the Outside Serviced Trust
Mortgage Loans), and the UBS Mortgage Loan Seller has covenanted in the
UBS/Depositor Mortgage Loan Purchase Agreement that it shall retain with respect
to each UBS Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage
Loan), an Independent Person (each such Person, a "Recording/Filing Agent")
through which the Depositor or the UBS Mortgage Loan Seller, as applicable,
shall: (i) promptly (and in any event within 45 days following the later of the
Closing Date and the date on which all necessary recording 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 UCC Financing Statements, as appropriate,
(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 (as identified on Schedule VI hereto), each related
assignment of UCC Financing Statement in favor of, delivered under clause
(a)(xiv) 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 appropriate, with copies of any such returned
assignments to be delivered by the Trustee to the Master Servicer, at the
expense of the Depositor (in the case of Lehman Trust Mortgage Loans) or the UBS
Mortgage Loan Seller (in the case of UBS Trust Mortgage Loans), as applicable,
at least every 90 days after the Closing Date (or at such additional times upon
the request of the Master Servicer if reasonably necessary for the ongoing
administration and/or servicing of the related Serviced Trust Mortgage Loan by
the Master Servicer); provided that, in those instances where the public
recording office retains the original assignment of Mortgage or assignment of
Assignment of Leases, the Trustee shall obtain a certified copy of the recorded
original.

          Notwithstanding the foregoing, the Depositor may, in the case of a
Lehman Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan),
and the UBS Mortgage Loan Seller may, in the case of a UBS Trust Mortgage Loan
(other than an Outside Serviced Trust Mortgage Loan), request the Trustee to
submit for recording or filing, as applicable, any of the assignments of
Mortgage, assignments of Assignment of Leases or assignments of UCC Financing
Statements referred to in the prior paragraph, and in such event, the requesting
party shall cause any such unrecorded or unfiled document to be delivered to the
Trustee. The Trustee shall promptly undertake to submit for recording or filing
any such document upon its receipt thereof.

          Each assignment of Mortgage and assignment of Assignment of Leases
referred to in the prior two paragraphs that is submitted for recording shall
reflect that it should be returned by the public recording office to the Trustee
or its agent following recording, and each assignment of UCC Financing Statement
referred to in the prior two paragraphs that is submitted for filing shall
reflect that the file copy thereof should be returned to the Trustee or its
agent following filing; provided that, in those instances where the public
recording office retains the original assignment of Mortgage or assignment of
Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the
recorded original. At least every 90 days after the Closing Date (or at
additional times upon the request of the Master Servicer if reasonably necessary
for the ongoing administration and/or servicing of the related Trust Mortgage
Loan by the Master Servicer) and at the expense of the Depositor (in the case of
a Lehman Trust Mortgage Loan (other than an Outside Serviced Trust Mortgage
Loan)) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan
(other than an Outside Serviced Trust Mortgage Loan)), the Trustee shall forward
to the Master Servicer a copy of any of the aforementioned


                                      -113-



assignments of Mortgage, assignments of Assignment of Leases and/or assignments
of UCC Financing Statements that have been received by the Trustee.

          The Depositor shall bear the out-of-pocket costs and expenses of the
recording referred to in the first two paragraphs of this Section 2.01(c) with
respect to the Lehman Trust Mortgage Loans (other than the Outside Serviced
Trust Mortgage Loans), and the UBS/Depositor Mortgage Loan Purchase Agreement
provides that the UBS Mortgage Loan Seller shall bear the out-of-pocket costs
and expenses of the recording referred to in the first two paragraphs of this
Section 2.01(c) with respect to the UBS Trust Mortgage Loans (other than the
Outside Serviced Trust Mortgage Loans).

          If any of the assignments of Mortgage, assignments of Assignment of
Leases and/or assignments of UCC Financing Statements referred to in the first
two paragraphs of this Section 2.01(c) relating to a UBS Trust Mortgage Loan
(other than an Outside Serviced Trust Mortgage Loan) is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, then the
Trustee shall direct the UBS Mortgage Loan Seller (pursuant to the UBS/Depositor
Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation
of a substitute therefor or to cure such defect, as the case may be, and to
deliver to the Trustee the substitute or corrected document. If any of the
assignments of Mortgage, assignments of Assignment of Leases and/or assignments
of UCC Financing Statements referred to in the first two paragraphs of this
Section 2.01(c) relating to a Lehman Trust Mortgage Loan (other than an Outside
Serviced Trust Mortgage Loan) is lost or returned unrecorded or unfiled, as the
case may be, because of a defect therein, then the Depositor shall promptly
prepare or cause the preparation of a substitute therefor or cure such defect,
as the case may be, and shall deliver to the Trustee the substitute or corrected
document. The Trustee shall upon receipt, whether from the UBS Mortgage Loan
Seller or the Depositor, cause the same to be duly recorded or filed, as
appropriate.

          (d) In connection with the Depositor's assignment pursuant to Section
2.01(a) above, the Depositor shall, in the case of each Lehman Trust Mortgage
Loan (other than an Outside Serviced Trust Mortgage Loan), deliver to and
deposit with, and the UBS Mortgage Loan Seller has agreed (pursuant to the
UBS/Depositor Mortgage Loan Purchase Agreement), in the case of each UBS Trust
Mortgage Loan (other than an Outside Serviced Trust Mortgage Loan), to deliver
to and deposit with, the Master Servicer (or, at the direction of the Master
Servicer, to and with the applicable Sub-Servicer), within 45 days of the
Closing Date, the Mortgage Loan Origination Documents that relate to such
Serviced Trust Mortgage Loan; provided that neither the Depositor nor the UBS
Mortgage Loan Seller shall be required to deliver any draft documents,
privileged or other communications or correspondence, credit underwriting or due
diligence analyses or information, credit committee briefs or memoranda or other
internal approval documents or data or internal worksheets, memoranda,
communications or evaluations.

          The Master Servicer shall review the documents with respect to each
Serviced Trust Mortgage Loan delivered by the Depositor or the UBS Mortgage Loan
Seller pursuant to or as contemplated by the immediately preceding paragraph and
provide the Depositor or the UBS Mortgage Loan Seller, as applicable, with a
certificate (the "Master Servicer Certification") within 90 days of the Closing
Date acknowledging its (or, if the Master Servicer has directed that such
documents be delivered only to the applicable Sub-Servicer, the applicable
Sub-Servicer's) receipt as of the date of the Master Servicer Certification of
such documents actually received; provided that such review shall be limited to
identifying the document received, the Serviced Trust Mortgage Loan to which it
purports to relate, that it appears regular on its face and that it appears to
have been executed (where appropriate).


                                      -114-



Notwithstanding anything to the contrary set forth herein, to the extent the
Depositor or the UBS Mortgage Loan Seller, as applicable, has not been notified
in writing of its failure to deliver any document with respect to a Serviced
Trust Mortgage Loan required to be delivered pursuant to or as contemplated by
the immediately preceding paragraph prior to the first anniversary of the date
of the Master Servicer Certification, the Depositor or the UBS Mortgage Loan
Seller, as applicable, shall have no obligation to provide such document.

          In addition, pursuant to the related Mortgage Loan Purchase Agreement,
each Mortgage Loan Seller will be required to deliver, on the Closing Date, to
the Master Servicer for deposit in the Pool Custodial Account, the Initial
Deposit relating to each Initial Deposit Mortgage Loan, if any, being sold by
such Mortgage Loan Seller. The Master Servicer shall hold all documents and
records received by it in accordance with this Section 2.01(d) (as well as any
funds received by it pursuant to Section 2.01(b)) on behalf of the Trustee in
trust for the benefit of the Certificateholders (and, insofar as they also
relate to any Serviced Non-Trust Mortgage Loan, on behalf of and for the benefit
of the related Serviced Non-Trust Mortgage Loan Noteholder).

          (e) In connection with the obligations of the Master Servicer under
Sections 3.01(e) and 3.19(c), with regard to each Serviced Trust Mortgage Loan
that is secured by the interests of the related Mortgagor in a hospitality
property and each Serviced Trust Mortgage Loan that has a related letter of
credit, the Depositor (with respect to each such Serviced Trust Mortgage Loan
that is a Lehman Trust Mortgage Loan) shall, and the UBS Mortgage Loan Seller
(with respect to each such Serviced Trust Mortgage Loan that is a UBS Trust
Mortgage Loan) will be obligated under the UBS/Depositor Mortgage Loan Purchase
Agreement to, deliver to and deposit with the Master Servicer, on or before the
Closing Date, any related franchise agreement and franchise comfort letter and
the original of such letter of credit.

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

          SECTION 2.02. Acceptance of Trust Fund by Trustee.

          (a) The Trustee, by its execution and delivery of this Agreement,
hereby accepts receipt, directly or through a Custodian on its behalf, of (i)
the Trust Mortgage Loans and all documents delivered to it that constitute
portions of the related Mortgage Files and (ii) all other assets delivered to it
and included in the Trust Fund, in good faith and without notice of any adverse
claim, and declares that it or a Custodian on its behalf holds and will hold
such documents and any other documents subsequently received by it that
constitute portions of the Mortgage Files, and that it holds and will hold the
Trust Mortgage Loans and such other assets, together with any other assets
subsequently delivered to it that are to be included in the Trust Fund, in trust
for the exclusive use and benefit of all present and future Certificateholders.
To the extent that the Mortgage File for any Serviced Combination Trust Mortgage
Loan relates to a Serviced Non-Trust Mortgage Loan, the Trustee shall also hold
such Mortgage File in trust for the use and benefit of the related Serviced
Non-Trust Mortgage Loan Noteholder. In connection with the foregoing, the
Trustee hereby certifies to each of the other parties hereto, each Mortgage Loan
Seller and each Underwriter that, as to each Trust Mortgage Loan, (i) the
Specially Designated Mortgage Loan Documents are in its possession or the
possession of a Custodian on its behalf, and (ii) the original Mortgage Note
(or, if accompanied by a lost note affidavit, the copy of such Mortgage Note)
received by it or any Custodian with respect to such Trust Mortgage Loan has


                                      -115-



been reviewed by it or by such Custodian on its behalf and (A) appears regular
on its face (handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (B) appears to have been executed
(where appropriate) and (C) purports to relate to such Trust Mortgage Loan.

          (b) The Trustee or a Custodian on its behalf shall review the
documents delivered to it or such Custodian with respect to each Mortgage Loan
(such review to be conducted with respect to each document so delivered, prior
to the date that a certification or deemed certification, as applicable, is
required to be delivered in accordance with the following sentence), and the
Trustee shall, or shall cause a Custodian on its behalf to, subject to Sections
2.01, 2.02(c) and 2.02(d), certify (at the times and in the manner set forth
below) to each of the other parties hereto, each Mortgage Loan Seller and each
Underwriter and, in the case of a Serviced Non-Trust Mortgage Loan, to the
related Serviced Non-Trust Mortgage Loan Noteholder(s), that, as to each
Mortgage Loan then subject to this Agreement (except as specifically identified
in any exception report annexed to such certification or delivered with a deemed
certification, as applicable): (A) all documents specified in clauses (a)(i)
through (a)(viii) and (a)(xiv) (without regard to the second parenthetical in
such clause (a)(xiv)) of the definition of "Mortgage File" or, in the case of an
Outside Serviced Trust Mortgage Loan, in clauses (b)(i) through (b)(iii) of the
definition of "Mortgage File", are in its possession or the possession of a
Custodian on its behalf; (B) the recordation/filing contemplated by Section
2.01(c) (except in the case of an Outside Serviced Trust Mortgage Loan) has been
completed (based solely on receipt by the Trustee or by a Custodian on its
behalf of the particular recorded/filed documents); (C) all documents received
by it or any Custodian with respect to such Mortgage Loan have been reviewed by
it or by such Custodian on its behalf and (1) appear regular on their face
(handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (2) appear to have been executed
(where appropriate) and (3) purport to relate to such Mortgage Loan; and (D)
based on the examinations referred to in Section 2.02(a) above and this Section
2.02(b) and only as to the foregoing documents, the information set forth in the
Trust Mortgage Loan Schedule with respect to the items specified in clauses (v)
and (vi)(B) of the definition of "Trust Mortgage Loan Schedule" accurately
reflects the information set forth in the Mortgage File. The certification
referred to in the first sentence of this Section 2.02(b) shall be delivered in
writing, substantially in the form of Exhibit C hereto (with an exception report
annexed thereto), on or about (i) the 60th day following the Closing Date and
(ii) if any exceptions are noted, upon the earliest to occur of (X) the second
anniversary of the Closing Date, (Y) the day on which all material exceptions
have been removed and (Z) the day on which the Depositor has repurchased the
last affected Trust Mortgage Loan); provided that, if any exceptions are noted
following the initial certification in clause (i) of this sentence, then the
Trustee may deliver subsequent certifications in the form of an updated
exception report, on or about the 90th day following the Closing Date and
monthly thereafter until the final certification in clause (ii) of this sentence
is delivered (and upon and by delivery of each such updated exception report the
Trustee shall be deemed to have made the certifications set forth in clauses (A)
through (D) of the first sentence of this Section 2.02(b) as to each Mortgage
Loan then subject to this Agreement, except as specifically identified in such
updated exception report). If the Trustee's obligation to deliver the
certifications contemplated in this subsection terminates because two years have
elapsed since the Closing Date, the Trustee shall (or shall cause a Custodian on
its behalf to) deliver a comparable certification, upon request, to any party
hereto, any Serviced Non-Trust Mortgage Loan Noteholder and/or any Underwriter.

          (c) None of the Trustee, the Master Servicer, the Special Servicer or
any Custodian is under any duty or obligation to inspect, review or examine any
of the documents, instruments,


                                      -116-



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

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

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

          (a) If any party hereto (other than the Depositor) discovers or
receives written notice, with respect to any Trust Mortgage Loan, that (i) any
document constituting a part of the related Mortgage File pursuant to clauses
(a)(i) through (a)(x) (or, in the case of an Outside Serviced Trust Mortgage
Loan, clause (b)(i)) of the definition of "Mortgage File" has not been executed
(if applicable) or is missing (each, a "Document Defect") or (ii) there exists a
breach of any representation or warranty of the UBS Mortgage Loan Seller made
pursuant to Section 3(b) of the UBS/Depositor Mortgage Loan Purchase Agreement
with respect to any UBS Trust Mortgage Loan (a "Breach") or a breach of any
representation or warranty of the Depositor made pursuant to Section 2.04(b)
hereof with respect to any Lehman Trust Mortgage Loan (also, a "Breach"), then
such party shall give prompt written notice thereof to each Rating Agency, the
related Mortgage Loan Seller, the other parties hereto and the Controlling Class
Representative. If the Depositor (in the case of a Lehman Trust Mortgage Loan)
or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan)
receives written notice of a Document Defect or a Breach and such Document
Defect or Breach with respect to any Trust Mortgage Loan, materially and
adversely affects the value of such Trust Mortgage Loan at the time of such
notice, then such Document Defect shall constitute a "Material Document Defect"
or such Breach shall constitute a "Material Breach", as the case may be.

          Promptly upon becoming aware of any such Material Document Defect or
Material Breach with respect to a UBS Trust Mortgage Loan, the Trustee shall
deliver a Seller/Depositor Notification to the UBS Mortgage Loan Seller, the
Master Servicer and the Special Servicer and shall require the UBS Mortgage Loan
Seller, within the time period and subject to the conditions provided for in the
UBS/Depositor Mortgage Loan Purchase Agreement, except as otherwise contemplated
by Sections 2.03(d) and 2.03(e), to cure such Material Document Defect or
Material Breach, as the case may be, in all material respects, or repurchase the
affected Trust Mortgage Loan or any related REO Property (or, in the case of an
REO Property related to a Loan Combination, the Trust's interest therein) at the
applicable Purchase Price by wire transfer of immediately available funds to the
Pool Custodial Account. Promptly upon becoming aware of any such Material
Document Defect or Material Breach with respect to a Lehman Trust Mortgage Loan,
the Trustee shall deliver a Seller/Depositor Notification to the Depositor, the
Master Servicer and the Special Servicer, and the Depositor shall, subject to
Sections 2.03(d), 2.03(e) and 2.03(f), (A) not later than 90 days after (1) the
Depositor and the Trustee


                                      -117-



have agreed upon the existence of such Material Document Defect or Material
Breach or (2) a court of competent jurisdiction makes a final non-appealable
determination that a Material Document Defect or Material Breach exists or (B)
in the case of a Material Document Defect or Material Breach that affects
whether a Lehman Trust Mortgage Loan is or will continue to be a "qualified
mortgage" within the meaning of the REMIC Provisions (a "Qualified Mortgage"),
not later than 90 days following the discovery by any party of such Material
Document Defect or Material Breach (either such 90-day period, in the case of
(A) or (B) (with respect to a Lehman Trust Mortgage Loan), and any "Initial
Resolution Period", as defined in the UBS/Depositor Mortgage Loan Purchase
Agreement (with respect to a UBS Trust Mortgage Loan), as applicable, are each
referred to herein as an "Initial Resolution Period"), (i) cure such Material
Document Defect or Material Breach, as the case may be, in all material respects
(which cure shall include payment of any out-of-pocket expenses that are
reasonably incurred and directly attributable to pursuing such a claim based on
such Material Document Defect or Material Breach associated therewith) or (ii)
if any such Material Document Defect or Material Breach, as the case may be,
cannot be cured within the Initial Resolution Period, repurchase the affected
Lehman Trust Mortgage Loan or any related REO Property (or, in the case of an
REO Property related to a Loan Combination, the Trust's interest therein) at the
applicable Purchase Price by wire transfer of immediately available funds to the
Pool Custodial Account; provided, however, that if (w) such Material Document
Defect or Material Breach is capable of being cured but not within the Initial
Resolution Period, (x) such Material Document Defect or Material Breach, as the
case may be, does not affect whether any Lehman Trust Mortgage Loan is a
Qualified Mortgage, (y) the Depositor has commenced and is diligently proceeding
with the cure of such Material Document Defect or Material Breach, as the case
may be, within the Initial Resolution Period, and (z) the Depositor shall have
delivered to the Trustee an Officer's Certificate confirming that such Material
Breach or Material Document Defect, as the case may be, is not capable of being
cured within the applicable Initial Resolution Period, setting forth what
actions the Depositor is pursuing in connection with the cure thereof and
stating that the Depositor anticipates that such Material Breach or Material
Document Defect, as the case may be, will be cured within an additional period
not to exceed 90 days beyond the end of the Initial Resolution Period, then the
Depositor shall have an additional 90-day period (such additional 90-day period
(with respect to a Lehman Trust Mortgage Loan), and any "Resolution Extension
Period", as defined in the UBS/Depositor Mortgage Loan Purchase Agreement (with
respect to a UBS Trust Mortgage Loan), as applicable, are each referred to
herein as the "Resolution Extension Period"), to complete such cure or, failing
such, to repurchase the affected Trust Mortgage Loan (or the related Mortgaged
Property); and provided, further, that, if any such Material Document Defect is
still not cured after the Initial Resolution Period and any such Resolution
Extension Period solely due to the failure of the Depositor to have received a
recorded document, then the Depositor shall be entitled to continue to defer its
cure and repurchase obligations in respect of such Material Document Defect so
long as the Depositor certifies to the Trustee every six months thereafter that
the Material Document Defect is still in effect solely because of its failure to
have received the recorded document and that the Depositor is diligently
pursuing the cure of such defect (specifying the actions being taken). The
parties acknowledge that neither delivery of a certification or schedule of
exceptions to the Depositor (in the case of a Lehman Trust Mortgage Loan) or the
UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan) pursuant to
Section 2.02(b) or otherwise nor possession of such certification or schedule by
the Depositor (in the case of a Lehman Trust Mortgage Loan) or the UBS Mortgage
Loan Seller (in the case of a UBS Trust Mortgage Loan) shall, in and of itself,
constitute delivery of notice of any Material Document Defect or Material Breach
or knowledge or awareness by the Depositor or the UBS Mortgage Loan Seller, as
the case may be, of any Material Document Defect or Material Breach.


                                      -118-



          If, during the period of deferral by the Depositor of its cure and
repurchase obligations as contemplated by the last proviso of the penultimate
sentence of the preceding paragraph, or during any comparable deferral by the
UBS Mortgage Loan Seller of its cure and repurchase obligations as provided in
Section 5 of the UBS/Depositor Mortgage Loan Purchase Agreement, as applicable,
the Trust Mortgage Loan that is the subject of the Material Document Defect
either becomes a Specially Serviced Trust Mortgage Loan or becomes the subject
of a proposed or actual assumption of the obligations of the related Mortgagor
under such Trust Mortgage Loan, then (i) any party to this Agreement that
becomes aware of such event shall deliver a Seller/Depositor Notification to
such effect (unless a Seller/Depositor Notification with respect to such event
has already been delivered by another party) to the Master Servicer, the Special
Servicer, the Trustee, the Depositor (in the case of a Lehman Trust Mortgage
Loan) and the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage
Loan), and (ii) the Trustee, upon becoming aware of such event, shall deliver a
Seller/Depositor Notification to the Master Servicer, the Special Servicer, the
Depositor (in the case of a Lehman Trust Mortgage Loan) and the UBS Mortgage
Loan Seller (in the case of a UBS Trust Mortgage Loan), providing notice of such
event and directing the Depositor or the UBS Mortgage Loan Seller, as
applicable, to cure the subject Material Document Defect within 15 days of
receipt of such Seller/Depositor Notification. If, upon the expiration of such
15-day period, the Depositor or the UBS Mortgage Loan Seller, as applicable, has
failed to cure the subject Material Document Defect, the Master Servicer or the
Special Servicer, as applicable, shall be entitled (but not obligated) to
perform the obligations of the Depositor or the UBS Mortgage Loan Seller, as
applicable, with respect to curing the subject Material Document Defect; and,
upon electing to perform such obligations, the Master Servicer or the Special
Servicer, as applicable, shall promptly deliver a Seller/Depositor Notification
to such effect. In connection with the preceding sentence, the Depositor will,
and the UBS Mortgage Loan Seller will be obligated under the UBS/Depositor
Mortgage Loan Purchase Agreement to, pay all reasonable actual out-of-pocket
costs and expenses in connection with the applicable servicer's effecting such
cure.

          (b) In connection with the events in Section 2.03(a), the Trustee
shall prepare and deliver, in each case promptly upon becoming aware of such
event, to the Master Servicer, the Special Servicer and either the Depositor
(with respect to a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller
(with respect to a UBS Trust Mortgage Loan), as applicable, a Seller/Depositor
Notification identifying and describing the circumstances identified in the
definition of "Seller/Depositor Notification" (unless, in the case of an event
described in clauses (iii), (iv) and/or (vi), as applicable, of the definition
of "Seller/Depositor Notification", a Seller/Depositor Notification with respect
to such event has already been delivered by the Master Servicer or the Special
Servicer). Further, in connection with the events in Section 2.03(a), the Master
Servicer or the Special Servicer, as applicable, shall prepare and deliver, in
each case promptly upon becoming aware of such event, to the other such
servicer, the Trustee and either the Depositor (with respect to a Lehman Trust
Mortgage Loan) or the UBS Mortgage Loan Seller (with respect to a UBS Trust
Mortgage Loan), as applicable, a Seller/Depositor Notification identifying and
describing the circumstances identified in clauses (iii), (iv) and/or (vi), as
applicable, of the definition of "Seller/Depositor Notification" (unless such
notification has already been delivered). A copy of each such Seller/Depositor
Notification shall also be delivered to the Controlling Class Representative
and, in the case of an event described in clauses (v) and/or (vii) of the
definition of "Seller/Depositor Notification", to either internal counsel to the
Depositor (with respect to a Lehman Trust Mortgage Loan) or counsel to the UBS
Mortgage Loan Seller (with respect to a UBS Trust Mortgage Loan), as applicable,
to the extent the Trustee, Master Servicer or Special Servicer, as applicable,
knows the identity of such person.


                                      -119-



          (c) If one or more (but not all) of the Trust Mortgage Loans
constituting a Cross-Collateralized Group are to be repurchased by the Depositor
or the UBS Mortgage Loan Seller as contemplated by this Section 2.03, then,
prior to the subject repurchase, the Depositor or the UBS Mortgage Loan Seller,
as the case may be, or its designee shall use its reasonable efforts, subject to
the terms of the related Trust Mortgage Loan(s), to prepare and, to the extent
necessary and appropriate, have executed by the related Mortgagor and record,
such documentation as may be necessary to terminate the cross-collateralization
between the Trust Mortgage Loan(s) in such Cross-Collateralized Group that are
to be repurchased, on the one hand, and the remaining Trust Mortgage Loan(s)
therein, on the other hand, such that those two groups of Trust Mortgage Loans
are each secured only by the Mortgaged Properties identified in the Trust
Mortgage Loan Schedule as directly corresponding thereto; provided that no such
termination shall be effected unless and until (i) the Controlling Class
Representative, if one is then acting, has consented (which consent shall not be
unreasonably withheld and shall be deemed to have been given if no written
objection is received by the Depositor or the UBS Mortgage Loan Seller, as the
case may be, within ten (10) Business Days of the Controlling Class
Representative's receipt of a written request for such consent) and (ii) the
Trustee has received from the Depositor or the UBS Mortgage Loan Seller, as the
case may be, (A) an Opinion of Counsel to the effect that such termination would
not cause an Adverse REMIC Event to occur with respect to any REMIC Pool or an
Adverse Grantor Trust Event to occur with respect to the Grantor Trust and (B)
written confirmation from each Rating Agency that such termination would not
cause an Adverse Rating Event to occur with respect to any Class of
Certificates; and provided, further, that the Depositor, in the case of Lehman
Trust Mortgage Loans, or the UBS Mortgage Loan Seller, in the case of UBS Trust
Mortgage Loans, may, at its option, purchase the entire subject
Cross-Collateralized Group in lieu of effecting a termination of the
cross-collateralization. All costs and expenses incurred by the Trustee or any
Person on its behalf pursuant to this paragraph shall be included in the
calculation of the Purchase Price for the Trust Mortgage Loan(s) to be
repurchased. If the cross-collateralization of any Cross-Collateralized Group is
not or cannot be terminated as contemplated by this paragraph, then, for
purposes of (i) determining whether the subject Breach or Document Defect, as
the case may be, materially and adversely affects the value of such
Cross-Collateralized Group and (ii) the application of remedies, such
Cross-Collateralized Group shall be treated as a single Trust Mortgage Loan.

          (d) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of the Depositor set forth
in, or made pursuant to, paragraph (xlviii) of Schedule II hereto, or on the
part of the UBS Mortgage Loan Seller set forth in, or made pursuant to,
paragraph (xlviii) of Exhibit B to the UBS/Depositor Mortgage Loan Purchase
Agreement, in each case specifically relating to whether or not the Mortgage
Loan documents or any particular Mortgage Loan document for any Mortgage Loan
requires the related Mortgagor to bear the reasonable costs and expenses
associated with the subject matter of such representation or warranty, as set
forth in such representation or warranty, then the Master Servicer shall (and
the Special Servicer may) direct the Depositor (in the case of a Lehman Trust
Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a UBS Trust
Mortgage Loan) in writing to wire transfer to the Pool Custodial Account, within
90 days of such party's receipt of such direction, the amount of any such
reasonable costs and expenses incurred by the Trust that (i) are due from the
Mortgagor, (ii) otherwise would have been required to be paid by the Mortgagor
if such representation or warranty with respect to such costs and expenses had
in fact been true, as set forth in the related representation or warranty, (iii)
have not been paid by the Mortgagor, (iv) are the basis of such Breach and (v)
constitute "Covered Costs". Upon payment of such costs, the Depositor (in the
case of a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the
case of a UBS Trust Mortgage Loan) shall be deemed to have cured such Breach in
all respects.


                                      -120-



Provided that such payment is made, this paragraph describes the sole remedy
available to the Certificateholders and the Trustee on their behalf regarding
any such Breach, regardless of whether it constitutes a Material Breach, and
neither the Depositor (in the case of a Lehman Trust Mortgage Loan) nor the UBS
Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan) shall be
obligated to otherwise cure such Breach or repurchase the affected Trust
Mortgage Loan under any circumstances. Amounts deposited in the Pool Custodial
Account pursuant to this paragraph shall constitute "Liquidation Proceeds" for
all purposes of this Agreement (other than Section 3.11(c)).

          (e) Subject to the penultimate sentence of this paragraph and subject
to Section 2.03(d), if the Depositor determines that a Material Breach (other
than a Material Breach of a representation or warranty on the part of the
Depositor set forth in, or made pursuant to, paragraph (xvii) of Schedule II
hereto) or a Material Document Defect with respect to a Lehman Trust Mortgage
Loan is not capable of being cured in accordance with Section 2.03(a), or the
UBS Mortgage Loan Seller determines that a Material Breach (other than a
Material Breach of a representation or warranty on the part of the UBS Mortgage
Loan Seller set forth in, or made pursuant to, paragraph (xvii) of Exhibit B to
the UBS/Depositor Mortgage Loan Purchase Agreement) or Material Document Defect
with respect to a UBS Trust Mortgage Loan is not capable of being cured in
accordance with Section 5(a) of the UBS/Depositor Mortgage Loan Purchase
Agreement, then in lieu of repurchasing such Trust Mortgage Loan the Depositor
or the UBS Mortgage Loan Seller, as the case may be, may, at its sole option,
pay a cash amount equal to the loss of value (each such payment, a "Loss of
Value Payment") with respect to such Trust Mortgage Loan, which loss of value is
directly attributed to such Material Breach or Material Document Defect, as the
case may be. The amount of each such Loss of Value Payment shall be determined
either (i) by mutual agreement of the Special Servicer on behalf of the Trust
with respect to the subject Material Breach or Material Document Defect, as the
case may be, and either the Depositor or the UBS Mortgage Loan Seller, as the
case may be, or (ii) by judicial decision; provided that, in the event there is
a legal action for determining the existence of a Material Breach or a Material
Document Defect with respect to any Trust Mortgage Loan, such legal action must
also include a determination of the amount of the loss of value to such Trust
Mortgage Loan directly attributed to such Material Breach or such Material
Document Defect, as the case may be. Provided that such payment is made, this
paragraph describes the sole remedy available to the Certificateholders and the
Trustee on their behalf regarding any such Material Breach or Material Document
Defect and neither the Depositor (in the case of a Lehman Trust Mortgage Loan)
nor the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan)
shall be obligated to otherwise cure such Material Breach or Material Document
Defect or repurchase the affected Mortgage Loan based on such Material Breach or
Material Document Defect under any circumstances. Notwithstanding the foregoing
provisions of this Section 2.03(e), if substantially all of the loss of value to
a Mortgage Loan was caused by a Material Breach or Material Document Defect,
which Material Breach or Material Document Defect is not capable of being cured,
then this Section 2.03(e) shall not apply, and the Depositor (in the case of a
Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a
UBS Trust Mortgage Loan) shall be obligated to repurchase the affected Mortgage
Loan at the applicable Purchase Price in accordance with Section 2.03(a); and,
furthermore, neither the Depositor nor the UBS Mortgage Loan Seller shall have
the option of delivering Loss of Value Payments in connection with any Material
Breach relating to a Trust Mortgage Loan's failure to be a Qualified Mortgage.
In the event there is a Loss of Value Payment made by the Depositor or the UBS
Mortgage Loan Seller, as the case may be, in accordance with this Section
2.03(e), the amount of such Loss of Value Payment shall be deposited into the
Loss of Value Reserve Fund to be applied in accordance with Section 3.05(e).


                                      -121-



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

          (f) Notwithstanding the foregoing, if there exists a Material Breach
of the representation or warranty on the part of the Depositor set forth in, or
made pursuant to, paragraph (xvii) of Schedule II hereto or the UBS Mortgage
Loan Seller set forth in, or made pursuant to, paragraph (xvii) of Exhibit B to
the UBS/Depositor Mortgage Loan Purchase Agreement, and the subject Mortgage
Loan becomes a Qualified Mortgage prior to the expiration of the Initial
Resolution Period applicable to


                                      -122-



a Material Document Defect or Material Breach that affects whether a Mortgage
Loan is a Qualified Mortgage, and without otherwise causing an Adverse REMIC
Event or an Adverse Grantor Trust Event, then such breach will be cured and the
Depositor or the UBS Mortgage Loan Seller, as the case may be, will not be
obligated to repurchase or otherwise remedy such Breach.

          (g) In connection with any purchase or repurchase of a Trust Mortgage
Loan pursuant to or otherwise as contemplated by this Section 2.03, the Trustee,
the Custodian, the Master Servicer and the Special Servicer shall each tender to
the purchasing/repurchasing entity, upon delivery to each of them of a receipt
executed by the purchasing/repurchasing entity, all portions of the Mortgage
File and other documents pertaining to such Trust Mortgage Loan possessed by it,
and each document that constitutes a part of the Mortgage File shall be endorsed
or assigned to the extent necessary or appropriate to the
purchasing/repurchasing entity or its designee in the same manner, but only if
the respective documents have been previously assigned or endorsed to the
Trustee, and pursuant to appropriate forms of assignment, substantially similar
to the manner and forms pursuant to which such documents were previously
assigned to the Trustee; provided that such tender by the Trustee or by a
Custodian on its behalf shall be conditioned upon its receipt from the Master
Servicer of a Request for Release accompanied by a certification of a Servicing
Officer to the effect that all amounts received or to be received in connection
with such purchase or repurchase, as the case may be, which are required to be
deposited in the Pool Custodial Account pursuant to Section 3.04(a) have been
deposited. The Master Servicer shall, and is hereby authorized and empowered by
the Trustee to, prepare, execute and deliver in its own name, on behalf of the
Certificateholders and the Trustee or any of them, the endorsements and
assignments contemplated by this Section 2.03(g), and such other instruments as
may be necessary or appropriate to transfer title to an REO Property or any
interest therein in connection with the repurchase of an REO Trust Mortgage Loan
and the Trustee shall execute and deliver any powers of attorney necessary to
permit the Master Servicer to do so; provided, however, that the Trustee shall
not be held liable for any misuse of any such power of attorney by the Master
Servicer.

          (h) The UBS/Depositor Mortgage Loan Purchase Agreement provides the
sole remedies available to the Certificateholders, or the Trustee on behalf of
the Certificateholders, respecting any Document Defect or Breach with respect to
any UBS Trust Mortgage Loan. This Section 2.03 provides the sole remedies
available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect or Breach with respect to any
Lehman Trust Mortgage Loan. Any purchase of a Trust Mortgage Loan pursuant to or
as contemplated by this Section 2.03 shall be on a whole loan, servicing release
basis.

          (i) In the event that the Master Servicer receives notice from the
Mortgagor under any Early Defeasance Trust Mortgage Loan that (i) such Mortgagor
intends to defease such Early Defeasance Trust Mortgage Loan in whole on or
before the second anniversary of the Closing Date and the cash amount tendered
by such Mortgagor to purchase Defeasance Collateral or other permitted
collateral in order to defease such Early Defeasance Trust Mortgage Loan (in
accordance with the related loan documents) is less than the Purchase Price that
would be applicable in the event of a repurchase of such Trust Mortgage Loan in
connection with a Material Breach or a Material Document Defect, or (ii) such
Mortgagor intends to partially defease such Early Defeasance Trust Mortgage Loan
on or prior to the second anniversary of the Closing Date, or (iii) such
Mortgagor intends to defease such Early Defeasance Trust Mortgage Loan in whole
on or before the second anniversary of the Closing Date and such Mortgagor is to
tender Defeasance Collateral or such other collateral as is permitted in
connection with a defeasance under the related loan documents that does not
constitute a cash amount


                                      -123-



equal to or greater than the Purchase Price set forth in clause (i) above, then
the Master Servicer shall promptly notify the Trustee and either the Depositor
(with respect to a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller
(with respect to a UBS Trust Mortgage Loan) of such Mortgagor's intention, and
the Trustee shall direct the Depositor (with respect to a Lehman Trust Mortgage
Loan) or the UBS Mortgage Loan Seller (with respect to a UBS Trust Mortgage
Loan), as applicable, to repurchase (and the Depositor, with respect to a Lehman
Trust Mortgage Loan, hereby agrees, and the UBS Mortgage Loan Seller, with
respect to a UBS Trust Mortgage Loan, pursuant to the UBS/Depositor Mortgage
Loan Purchase Agreement, has agreed to repurchase) such Trust Mortgage Loan at
the Purchase Price that would be applicable in the event of a repurchase of such
Trust Mortgage Loan in connection with a Material Breach or a Material Document
Defect, upon deposit by the related Mortgagor of Defeasance Collateral, or cash
sufficient to purchase the Defeasance Collateral, as contemplated by the related
loan documents (if applicable), but in any event no later than the related
defeasance date.

          (j) In connection with any repurchase of any Early Defeasance Trust
Mortgage Loan, pursuant to or as contemplated by this Section 2.03, the Tax
Administrator shall in accordance with Section 9.02 effect a "qualified
liquidation" of the related Loan REMIC in accordance with the REMIC Provisions.
The Depositor (in the case of a Lehman Trust Mortgage Loan) hereby agrees to
pay, and the UBS Mortgage Loan Seller pursuant to the UBS/Depositor Mortgage
Loan Purchase Agreement (in the case of a UBS Trust Mortgage Loan) is obligated
to pay, all reasonable costs and expenses, including the costs of any Opinions
of Counsel, in connection with any such "qualified liquidation" of a Loan REMIC
in accordance with the REMIC Provisions.

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

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

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

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

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

               (iv) This Agreement, assuming due authorization, execution and
     delivery by each of the other parties hereto, constitutes a valid, legal
     and binding obligation of the Depositor, enforceable against the Depositor
     in accordance with the terms hereof, subject to (A) applicable bankruptcy,
     insolvency, reorganization, moratorium and other laws affecting the
     enforcement of


                                      -124-



     creditors' rights generally, and (B) general principles of equity,
     regardless of whether such enforcement is considered in a proceeding in
     equity or at law.

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

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

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

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

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

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

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

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

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


                                      -125-



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

          (b) The Depositor hereby makes to the Trustee, for the Trustee's own
benefit and the benefit of the Certificateholders, with respect to each Lehman
Trust Mortgage Loan only, the representations and warranties shown on Schedule
II hereto, as of the Closing Date or such other date specified in the particular
representation and warranty, subject to the exceptions set forth on Schedule III
hereto (the headings set forth in Schedule II hereto with respect to each
representation and warranty being for convenience of reference only and in no
way limiting, expanding or otherwise affecting the scope or subject matter
thereof).

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

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

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

          (a) It is the intention of the parties hereto that the segregated pool
of assets consisting of any collections of Additional Interest Received by the
Trust on or with respect to the ARD Trust Mortgage Loans, if any, and any
successor REO Trust Mortgage Loans with respect thereto constitute a grantor
trust for federal income tax purposes. The Trustee, by its execution and
delivery hereof, acknowledges the assignment to it of the Grantor Trust Assets,
if any, and declares that it holds and will hold any such assets in trust for
the exclusive use and benefit of all present and future Holders of the Class V
Certificates. Concurrently with the assignment to it of the Grantor Trust
Assets, subject to Section 2.05(b), the Certificate Registrar shall execute, and
the Authenticating Agent shall authenticate and deliver, to or upon the order of
the Depositor, the Class V Certificates in authorized denominations evidencing,
in the aggregate, the entire beneficial ownership of the Grantor Trust. Subject
to Section 2.05(b): (i) the Class V Certificates shall evidence the entire
beneficial ownership of the Grantor Trust; and (ii) the rights of Holders of the
Class V Certificates to receive distributions from the proceeds of the Grantor
Trust Assets, and all ownership interests of such Holders in and to such
distributions, shall be as set forth in this Agreement.

          (b) Notwithstanding Section 2.05(a) or anything else to the contrary
set forth in this Agreement, if the Mortgage Pool does not, on the Closing Date,
include any ARD Trust Mortgage Loans, then: (i) there shall be no Grantor Trust;
(ii) no Class V Certificates shall be issued; (iii) insofar as, but only insofar
as, the provisions of this Agreement specifically relate to the Grantor Trust,
Grantor


                                      -126-



Trust Assets, Class V Certificates, the Class V Sub-Account, ARD Mortgage Loans,
ARD Trust Mortgage Loan and/or Additional Interest, such provisions (other than
this Section 2.05(b), the definitions of such terms set forth in Section 1.01
and Schedule VII annexed hereto) shall, without otherwise affecting the
enforceability or validity of this Agreement with respect to any other matters,
be of no force and effect; and (iv) the parties hereto shall have no rights or
obligations with respect to the Grantor Trust, Grantor Trust Assets, Class V
Certificates, the Class V Sub-Account, ARD Mortgage Loans, ARD Trust Mortgage
Loans and/or Additional Interest.

          SECTION 2.06. Acceptance of Loan REMICs by Trustee; Execution,
                        Authentication and Delivery of Class R-LR Certificates;
                        Creation of Loan REMIC Regular Interests.

          (a) The Trustee hereby acknowledges the assignment to it of any assets
to be included in the Loan REMICs. Concurrently with such assignment and in
exchange therefor, subject to Section 2.06(b), (i) the Loan REMIC Regular
Interests have been issued, and (ii) pursuant to the written request of the
Depositor executed by an authorized officer thereof, the Trustee, as Certificate
Registrar, has executed, and the Trustee, as Authenticating Agent, has
authenticated and delivered to or upon the order of the Depositor, the Class
R-LR Certificates in authorized denominations. Subject to Section 2.06(b): the
interests evidenced by the Class R-LR Certificates, together with the related
Loan REMIC Regular Interests, constitute the entire beneficial ownership of the
respective Loan REMICs; and (ii) the rights of the Class R-LR Certificateholders
and REMIC I (as holder of the Loan REMIC Regular Interests) to receive
distributions from the proceeds of the Early Defeasance Trust Mortgage Loans (or
any successor REO Mortgage Loans with respect thereto) in respect of the Class
R-LR Certificates and the Loan REMIC Regular Interests, respectively, and all
ownership interests evidenced or constituted by the Class R-LR Certificates and
the Loan REMIC Regular Interests, shall be as set forth in this Agreement.

          (b) Notwithstanding Section 2.06(a) or anything else to the contrary
set forth in this Agreement, if the Mortgage Pool does not, on the Closing Date,
include any Early Defeasance Trust Mortgage Loans, then: (i) there shall be no
Loan REMICs; (ii) no Class R-LR Certificates and no Loan REMIC Interests shall
be issued; (iii) insofar as, but only insofar as, the provisions of this
Agreement specifically relate to Loan REMICs, Loan REMIC Interests, Class R-LR
Certificates, Excess Defeasance Deposit Proceeds and/or Early Defeasance Trust
Mortgage Loans, such provisions (other than this Section 2.06(b), the
definitions of such terms set forth in Section 1.01 and the Trust Mortgage Loan
Schedule) shall, without otherwise affecting the enforceability or validity of
this Agreement with respect to any other matters, be of no force and effect; and
(iv) the parties hereto and the respective Mortgage Loan Sellers shall have no
rights or obligations with respect to the Loan REMICs, Loan REMIC Interests,
Class R-LR Certificates, Excess Defeasance Deposit Proceeds and/or Early
Defeasance Trust Mortgage Loans.

          SECTION 2.07. Conveyance of Loan REMIC Regular Interests.

          The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all the right, title and interest of the Depositor in and to the Loan REMIC
Regular Interests, if any, to the Trustee for the benefit of the Holders of the
Class R-I Certificates and REMIC II as the holder of the REMIC I Regular
Interests. The Trustee acknowledges the assignment to it of the Loan REMIC
Regular Interests, if any, and declares that it


                                      -127-



holds and will hold the same in trust for the exclusive use and benefit of all
present and future Holders of the Class R-I Certificates, the Class R-II
Certificates and the REMIC III Certificates.

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

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

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

          The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all the right, title and interest of the Depositor in and to the REMIC I Regular
Interests to the Trustee for the benefit of the Holders of the Class R-II
Certificates and REMIC III as the holder of the REMIC II Regular Interests. The
Trustee acknowledges the assignment to it of the REMIC I Regular Interests and
declares that it holds and will hold the same in trust for the exclusive use and
benefit of all present and future Holders of the Class R-II Certificates and the
REMIC III Certificates.

          SECTION 2.10. Execution, Authentication and Delivery of Class R-II
                        Certificates; Creation of REMIC II Regular Interests.

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

          SECTION 2.11. Conveyance of REMIC II Regular Interests; Acceptance of
                        REMIC III by Trustee.

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


                                      -128-



Certificates. The Trustee acknowledges the assignment to it of the REMIC II
Regular Interests and declares that it holds and will hold the same in trust for
the exclusive use and benefit of all present and future Holders of the REMIC III
Certificates.

          SECTION 2.12. Execution, Authentication and Delivery of REMIC III
                        Certificates.

          Concurrently with the assignment to the Trustee of the REMIC II
Regular Interests and in exchange therefor, pursuant to the written request of
the Depositor executed by an officer thereof, the Trustee, as Certificate
Registrar, has executed, and the Trustee, as Authenticating Agent, has
authenticated and delivered to or upon the order of the Depositor, the REMIC III
Certificates in authorized denominations evidencing the entire beneficial
ownership of REMIC III. The rights of the Holders of the respective Classes of
REMIC III Certificates to receive distributions from the proceeds of REMIC III
in respect of their REMIC III Certificates, and all ownership interests
evidenced or constituted by the respective Classes of REMIC III Certificates in
such distributions, shall be as set forth in this Agreement.

          SECTION 2.13. Acceptance of Loss of Value Reserve Fund by Trustee.

          It is the intention of the parties hereto that any Loss of Value
Payments Received by the Trust pursuant to Section 2.03(e), together with the
Loss of Value Reserve Fund, shall collectively constitute an "outside reserve
fund" within the meaning of Treasury regulation section 1.860G-2(h). The
Trustee, by execution and delivery hereof, acknowledges the assignment to it of
the assets consisting of the Loss of Value Reserve Fund, including the amounts
held therein, and declares that it holds and will hold such assets, through the
Special Servicer, in accordance with Section 3.04(e), in trust and for the
benefit of the Certificateholders, as their interests may appear.
Notwithstanding anything herein to the contrary, based on applicable law as of
the date hereof, for all income and franchise tax purposes, the Holder or
Holders of the Class R-III Certificates shall be treated and reported as the
sole beneficial owner(s) of the Loss of Value Reserve Fund.


                                      -129-



                                  ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

          SECTION 3.01. Administration of the Mortgage Loans.

          (a) All of the Serviced Mortgage Loans and Administered REO Properties
are to be serviced and administered by the Master Servicer and/or the Special
Servicer hereunder. Each of the Master Servicer and the Special Servicer shall
service and administer the Serviced Mortgage Loans and Administered REO
Properties that it is obligated to service and administer pursuant to this
Agreement on behalf of the Trustee, for the benefit of the Certificateholders
(or, in the case of a Serviced Loan Combination, for the benefit of the
Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), as determined in the good faith and reasonable judgment of the
Master Servicer or the Special Servicer, as the case may be, in accordance with:
(i) any and all applicable laws; (ii) the express terms of this Agreement; (iii)
the express terms of the respective Serviced Mortgage Loans and any and all
related intercreditor, co-lender or similar agreements (including with respect
to performing the duties of the holders of the respective Serviced Mortgage
Loans thereunder (to the extent not inconsistent with this Agreement and to the
extent consistent with the Servicing Standard)); and (iv) to the extent
consistent with the foregoing, the Servicing Standard. The Master Servicer or
the Special Servicer, as applicable in accordance with this Agreement, shall
service and administer each Cross-Collateralized Group as a single Serviced
Mortgage Loan as and when necessary and appropriate consistent with the
Servicing Standard. Without limiting the foregoing and subject to Section 3.21,
(i) the Master Servicer shall service and administer all of the Performing
Serviced Mortgage Loans and shall render such services with respect to the
Specially Serviced Mortgage Loans as are specifically provided for herein, and
(ii) the Special Servicer shall service and administer each Specially Serviced
Mortgage Loan and Administered REO Property and shall render such services with
respect to Performing Serviced Mortgage Loans as are specifically provided for
herein. All references herein to the respective duties of the Master Servicer
and the Special Servicer, and to the areas in which they may exercise
discretion, shall be subject to Section 3.21.

          (b) Subject to Sections 3.01(a), 3.20, 6.11 and 6.12, the Master
Servicer and the Special Servicer shall each have full power and authority,
acting alone (or, to the extent contemplated by Section 3.22 of this Agreement,
through subservicers), to do or cause to be done any and all things in
connection with the servicing and administration contemplated by Section 3.01(a)
that it may deem necessary or desirable. Without limiting the generality of the
foregoing, each of the Master Servicer and the Special Servicer, in its own
name, with respect to each of the Serviced Mortgage Loans it is obligated to
service hereunder, is authorized and empowered by the Trustee and, to the extent
provided in the related Co-Lender Agreement, each related Serviced Non-Trust
Mortgage Loan Noteholder (if any) to execute and deliver, on behalf of the
Certificateholders, the Trustee and such Serviced Non-Trust Mortgage Loan
Noteholder or any of them, (i) any and all financing statements, continuation
statements and other documents or instruments necessary to maintain the lien
created by any Mortgage or other security document in the related Mortgage File
on the related Mortgaged Property and related collateral; (ii) in accordance
with the Servicing Standard and subject to Sections 3.01(a), 3.20, 6.11 and
6.12, any and all modifications, extensions, waivers, amendments or consents to
or with respect to any documents contained in the related Mortgage File; (iii)
any and all instruments of satisfaction or cancellation, or of partial or full
release or discharge or of assignment, and all other comparable instruments; and
(iv) any


                                      -130-



and all instruments that such party may be required to execute on behalf of the
Trustee in connection with the defeasance of a Serviced Mortgage Loan as
contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at
the written request of the Master Servicer or the Special Servicer, promptly
execute any limited powers of attorney and other documents furnished by the
Master Servicer or the Special Servicer that are necessary or appropriate to
enable them to carry out their servicing and administrative duties hereunder;
provided, however, that the Trustee shall not be held liable for any misuse of
any such power of attorney by the Master Servicer or the Special Servicer.
Notwithstanding anything contained herein to the contrary, neither the Master
Servicer nor the Special Servicer shall, without the Trustee's written consent:
(i) initiate any action, suit or proceeding solely under the Trustee's name
without indicating the Master Servicer's or Special Servicer's, as applicable,
representative capacity; or (ii) take any action with the intent to cause, and
that actually causes, the Trustee to be registered to do business in any state.

          (c) The parties hereto acknowledge that each Loan Combination is
subject to the terms and conditions of the related Co-Lender Agreement; and,
with respect to each Loan Combination, the parties hereto further recognize the
respective rights and obligations of the Trust, as holder of the related
Combination Trust Mortgage Loan, and of the related Non-Trust Mortgage Loan
Noteholder(s) under the related Co-Lender Agreement.

          (d) With respect to any Serviced Loan Combination, in the event that
neither the related Trust Mortgage Loan nor the related REO Property (or any
interest therein) is an asset of the Trust Fund and, except as contemplated in
the second paragraph of this Section 3.01(d), in accordance with the related
Co-Lender Agreement, the servicing and administration of such Serviced Loan
Combination and any related REO Property are to be governed by a separate
servicing agreement and not by this Agreement, then (either (i) with the consent
or at the request of the holders of each Mortgage Loan comprising such Serviced
Loan Combination or (ii) if expressly provided for in the related Co-Lender
Agreement) the Master Servicer and, if such Serviced Loan Combination is then
being specially serviced hereunder or the related Mortgaged Property has become
an REO Property, the Special Servicer, shall continue to act in such capacities
under such separate servicing agreement; provided that such separate servicing
agreement shall be reasonably acceptable to the Master Servicer and/or the
Special Servicer, as the case may be, and shall contain servicing and
administration, limitation of liability, indemnification and servicing
compensation provisions substantially similar to the corresponding provisions of
this Agreement, except for the fact that such Serviced Loan Combination and the
related Mortgaged Property shall be the sole assets serviced and administered
thereunder and the sole source of funds thereunder.

          Further, with respect to any Serviced Loan Combination, if at any time
neither the related Trust Mortgage Loan nor any related REO Property (or any
interest therein) is an asset of the Trust Fund, and if a separate servicing
agreement with respect to such Serviced Loan Combination or any related REO
Property, as applicable, has not been entered into as contemplated by the
related Co-Lender Agreement and the prior paragraph (for whatever reason,
including the failure to obtain any rating agency confirmation required in
connection therewith pursuant to the related Co-Lender Agreement), and
notwithstanding that neither the related Trust Mortgage Loan nor any related REO
Property (or any interest therein) is an asset of the Trust Fund, then, unless
directed otherwise by the then current holders of the Mortgage Notes comprising
such Serviced Loan Combination, the Master Servicer and, if applicable, the
Special Servicer shall continue to service and administer such Serviced


                                      -131-



Loan Combination and/or any related REO Property, for the benefit of the
respective holders of such Serviced Loan Combination, under this Agreement as if
such Serviced Loan Combination or any related REO Property were the sole assets
subject hereto, with certain references in this Agreement applicable to the
Trust, the Trustee, the Certificates, the Certificateholders (or any subgroup
thereof) or any representative of any such Certificateholders, all being
construed to refer to such similar terms as are applicable to the then current
holder of the Mortgage Note for the related Serviced Combination Trust Mortgage
Loan.

          (e) The Master Servicer shall use efforts consistent with the
Servicing Standard to have prepared, executed (with the cooperation of the
Depositor (in the case of a Lehman Trust Mortgage Loan) and the UBS Mortgage
Loan Seller (in the case of a UBS Trust Mortgage Loan) in obtaining requisite
signatures, if applicable) and delivered by the applicable party (and included
in the Servicing File), not later than the later of (i) 30 days following the
Master Servicer's receipt of the subject franchisor comfort letter, guaranty of
payment or letter of credit and (ii) the expiration of the period that may be
required for such transfer or assignment pursuant to the terms of the applicable
franchisor comfort letter, guaranty of payment or letter of credit, if any, (A)
with respect to any Serviced Mortgage Loan secured by a hospitality property (as
identified on Schedule VI hereto) (and with respect to which a franchise
agreement constitutes part of the related Mortgage File on the Closing Date),
any original transfer or assignment documents necessary to transfer or assign to
the Trustee any rights under the related franchisor comfort letter; and (B) with
respect to any Serviced Mortgage Loan that has a related guaranty or letter of
credit that constitutes part of the related Mortgage File on the Closing Date,
any original transfer or assignment documents necessary to transfer or assign to
the Trustee any rights under the related guaranty of payment or letter of
credit. In the event, with respect to a Serviced Trust Mortgage Loan with a
related letter of credit, it is determined by the Master Servicer that a draw
under such letter of credit has become necessary under the terms thereof prior
to the assignment under clause (B) of the preceding sentence having been
effected, the Master Servicer shall direct (in writing) the Depositor (in the
case of a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the
case of a UBS Trust Mortgage Loan) to make such draw or to cause such draw to be
made on behalf of the Trustee, and, the Depositor will, and the UBS Mortgage
Loan Seller will be obligated under the UBS/Depositor Mortgage Loan Purchase
Agreement to, use its best efforts to cause such draw to be made; provided that
neither the Depositor nor the UBS Mortgage Loan Seller shall have any liability
in connection with the determination to make, or the making of, such draw (other
than to remit the proceeds of such draw to the Master Servicer).

          (f) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee, to the Serviced Non-Trust Mortgage Loan Noteholders and
to each other under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.

          SECTION 3.02. Collection of Mortgage Loan Payments.

          (a) Each of the Master Servicer and the Special Servicer shall
undertake reasonable efforts to collect all payments required under the terms
and provisions of the Serviced Mortgage Loans it is obligated to service
hereunder and shall follow such collection procedures as are consistent with the
Servicing Standard; provided, however, that neither the Master Servicer nor the
Special Servicer shall, with respect to any Serviced Mortgage Loan that
constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any
enforcement action with respect to the payment of Additional Interest (other
than the making of requests for its collection), unless (i) the taking of an
enforcement action with respect to the payment of other amounts due under such
ARD Mortgage Loan is, in the good


                                      -132-



faith and reasonable judgment of the Special Servicer, necessary, appropriate
and consistent with the Servicing Standard or (ii) all other amounts due under
such ARD Mortgage Loan have been paid, the payment of such Additional Interest
has not been forgiven in accordance with Section 3.20 and, in the good faith and
reasonable judgment of the Special Servicer, the Liquidation Proceeds expected
to be recovered in connection with such enforcement action will cover the
anticipated costs of such enforcement action and, if applicable, any associated
interest accrued on Advances. The Special Servicer shall ensure that, with
respect to Specially Serviced Mortgage Loans, the Mortgagors make payments
directly to the Master Servicer; provided that, in the event the Special
Servicer receives a payment that should have been made directly to the Master
Servicer, the Special Servicer shall promptly forward such payment to the Master
Servicer. Upon receipt of any such payment with respect to a Specially Serviced
Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer,
and the Special Servicer shall direct the Master Servicer as to the proper
posting of such payment. Consistent with the foregoing, the Special Servicer,
with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with
regard to a Performing Serviced Mortgage Loan, may waive or defer any Default
Charges in connection with collecting any late payment on a Serviced Mortgage
Loan; provided that without the consent of the Special Servicer in the case of a
proposed waiver by the Master Servicer, no such waiver or deferral may be made
by the Master Servicer pursuant to this Section 3.02 if any Advance has been
made as to such delinquent payment.

          (b) All amounts Received by the Trust with respect to any
Cross-Collateralized Group in the form of payments from Mortgagors, Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds, shall be applied by
the Master Servicer among the Trust Mortgage Loans constituting such
Cross-Collateralized Group in accordance with the express provisions of the
related loan documents and, in the absence of such express provisions or to the
extent that such payments and other collections may be applied at the discretion
of the lender, on a pro rata basis in accordance with the respective amounts
then "due and owing" as to each such Mortgage Loan. Except as otherwise
contemplated by the following paragraphs in this Section 3.02(b), all amounts
Received by the Trust in respect of or allocable to any particular Trust
Mortgage Loan (whether or not such Trust Mortgage Loan constitutes part of a
Cross-Collateralized Group) in the form of payments from Mortgagors, Liquidation
Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied to
amounts due and owing under such Trust Mortgage Loan (including for principal
and accrued and unpaid interest) in accordance with the express provisions of
the related Mortgage Note, the related Mortgage and/or any related loan
agreement and, in the absence of such express provisions or to the extent that
such payments and other collections may be applied at the discretion of the
lender, as follows: first, as a recovery of any related unpaid servicing
expenses and unreimbursed Servicing Advances; second, as a recovery of accrued
and unpaid interest on such Trust Mortgage Loan at the related Mortgage Rate
(net, in the case of an Outside Serviced Trust Mortgage Loan, of related Outside
Servicing Fees) to, but not including, the date of receipt (or, in the case of a
full Monthly Payment from any Mortgagor, through the related Due Date),
exclusive, however, in the case of an ARD Trust Mortgage Loan after its
Anticipated Repayment Date, of any such accrued and unpaid interest that
constitutes Additional Interest; third, as a recovery of principal of such Trust
Mortgage Loan then due and owing, including by reason of acceleration of such
Trust Mortgage Loan following a default thereunder (or, if a Liquidation Event
has occurred in respect of such Trust Mortgage Loan, as a recovery of principal
to the extent of its entire remaining unpaid principal balance); fourth, unless
a Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a
recovery of amounts to be currently applied to the payment of, or escrowed for
the future payment of, real estate taxes, assessments, insurance premiums
(including premiums on any Environmental Insurance Policy), ground rents (if
applicable) and similar items; fifth, unless a


                                      -133-



Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a
recovery of Reserve Funds to the extent then required to be held in escrow;
sixth, as a recovery of any Prepayment Consideration then due and owing under
such Trust Mortgage Loan; seventh, as a recovery of any Default Charges then due
and owing under such Trust Mortgage Loan; eighth, as a recovery of any
assumption fees, modification fees and extension fees then due and owing under
such Trust Mortgage Loan; ninth, as a recovery of any other amounts then due and
owing under such Trust Mortgage Loan (other than remaining unpaid principal and,
in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date,
other than Additional Interest); tenth, as a recovery of any remaining principal
of such Trust Mortgage Loan to the extent of its entire remaining unpaid
principal balance; and, eleventh, in the case of an ARD Trust Mortgage Loan
after its Anticipated Repayment Date, as a recovery of accrued and unpaid
Additional Interest on such ARD Trust Mortgage Loan to but not including the
date of receipt; provided that, if one or more Advances previously made in
respect of a Trust Mortgage Loan have been reimbursed out of general collections
of principal on the Mortgage Pool as one or more Nonrecoverable Advances, then
collections in respect of such Trust Mortgage Loan available for application
pursuant to clauses second through eleventh of this sentence shall instead be
applied in the following order--(i) as a recovery of accrued and unpaid interest
on, and principal of, such Trust Mortgage Loan, to the extent of any outstanding
P&I Advances and unpaid Master Servicing Fees in respect of such Trust Mortgage
Loan, (ii) as a recovery of the item(s) for which such previously reimbursed
Nonrecoverable Advance(s) were made (together with, but only if a Liquidation
Event has occurred with respect to such Trust Mortgage Loan, any interest on
such previously reimbursed Nonrecoverable Advance(s) that was also paid out of
general collections of principal on the Mortgage Pool), and (iii) in accordance
with clauses second through eleventh of this sentence (taking into account the
applications pursuant to clauses (i) and (ii) of this proviso).

          Subject to the last paragraph of this Section 3.02(b), all amounts
received with respect to any Serviced Loan Combination shall be applied to
amounts due and owing under the Mortgage Loans comprising such Loan Combination
(including for principal and accrued and unpaid interest) in accordance with the
express provisions of the related Mortgage Notes, the related Mortgage, the
related loan agreement, if any, and the related Co-Lender Agreement.

          Subject to the last paragraph of this Section 3.02(b), all amounts
Received by the Trust with respect to an Outside Serviced Trust Mortgage Loan
shall be allocated among interest, principal and/or prepayment consideration due
thereon in accordance with the terms of any distribution date statement or
servicer report received from the related Outside Servicers with respect to such
Outside Serviced Trust Mortgage Loan and, in the absence of any such statement
or report, in accordance with the related Co-Lender Agreement and, in the
absence of any allocation in the related Co-Lender Agreement, in accordance with
the first paragraph of this Section 3.02(b). Any nonrecoverable payment made by
an Outside Servicer to cover interest shortfalls incurred with respect to an
Outside Serviced Trust Mortgage Loan by reason of a Principal Prepayment or
other early collection of principal being applied to such Outside Serviced Trust
Mortgage Loan prior to the related Due Date during the relevant Underlying
Collection Period, will be treated for purposes of this Agreement as if it was a
payment of interest by the related Mortgagor.

          Notwithstanding the foregoing, Loss of Value Payments shall not be
applied in accordance with the foregoing provisions of this Section 3.02(b)
unless and until such amounts are transferred to the Pool Custodial Account, and
deemed to constitute Liquidation Proceeds in respect of a particular Trust
Mortgage Loan, in accordance with Section 3.05(e); and Liquidation Proceeds
resulting


                                      -134-



from any purchase or repurchase out of the Trust Fund of, or any application of
Loss of Value Payments to, any Trust Mortgage Loan that is part of a Loan
Combination shall be applied in accordance with the provisions of the first
paragraph of this Section 3.02(b).

          (c) Promptly following the Closing Date, in the case of each Outside
Serviced Trust Mortgage Loan, the Trustee shall send written notice,
substantially in the form of Exhibit S hereto, to the related Outside Master
Servicer, stating that, as of the Closing Date, the Trustee is the holder of
such Outside Serviced Trust Mortgage Loan and directing the related Outside
Master Servicer to remit to the Master Servicer all amounts payable to, and to
forward, deliver or otherwise make available, as the case may be, to the Master
Servicer all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to,
the holder of the subject Outside Serviced Trust Mortgage Loan under the related
Co-Lender Agreement and the related Outside Servicing Agreement. The Master
Servicer shall, within one (1) Business Day of receipt thereof, deposit into the
Pool Custodial Account all amounts received by it from any Outside Servicer or
any other party under the related Outside Servicing Agreement and/or the related
Co-Lender Agreement with respect to any Outside Serviced Trust Mortgage Loan,
the related Mortgaged Property or any related REO Property. In connection with
the foregoing, the Master Servicer shall provide each Outside Master Servicer
wiring instructions for remittances to the Master Servicer. In the event that,
during any calendar month, the Master Servicer fails to so receive any amounts,
including advances, due to the holder of an Outside Serviced Trust Mortgage Loan
under the related Co-Lender Agreement and/or the related Outside Servicing
Agreement by the end of the related Collection Period ending in such calendar
month, then the Master Servicer shall promptly (i) notify the related Outside
Master Servicer and any related Outside Trustee that such amounts due with
respect to the subject Outside Serviced Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto have not been received (specifying the
amount of such deficiency), (ii) make inquiry of the related Outside Master
Servicer and any related Outside Trustee (and, to the extent learned, inform the
Trustee) as to the reason that such amounts have not been timely received, (iii)
as and to the extent appropriate, request that the related Outside Master
Servicer promptly remedy such failure to make a payment or an advance, as the
case may be, and (iv) make a P&I Advance with respect to such amounts as and if
required by the terms of this Agreement in accordance with Section 4.03.
Further, in accordance with Section 4.03, in the event the Master Servicer fails
to make such P&I Advance with respect to any Outside Serviced Trust Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto, then the
Trustee or, if it fails to do so, the Fiscal Agent, shall make such P&I Advance.

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

          (a) The Master Servicer shall, as to all Serviced Mortgage Loans,
establish and maintain one or more accounts (the "Servicing Accounts"), in which
all related Escrow Payments shall be deposited and retained; provided that, in
the case of a Serviced Loan Combination, if the related Servicing Account
includes funds with respect to any other Serviced Mortgage Loan, then the Master
Servicer shall maintain a separate sub-account of such Servicing Account that
relates solely to such Serviced Loan Combination. Subject to the terms of the
related loan documents, each Servicing Account shall be an Eligible Account.
Withdrawals of amounts so collected from a Servicing Account may be made (in
each case, to the extent of amounts on deposit therein in respect of the related
Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the
extent of interest or other income earned on such amounts) only for the
following purposes: (i) consistent with the related loan


                                      -135-



documents, to effect the payment of real estate taxes, assessments, insurance
premiums (including premiums on any Environmental Insurance Policy), ground
rents (if applicable) and comparable items in respect of the respective
Mortgaged Properties; (ii) insofar as the particular Escrow Payment represents a
late payment that was intended to cover an item described in the immediately
preceding clause (i) for which a Servicing Advance was made, to reimburse the
Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as
applicable, for such Servicing Advance; (iii) to refund to Mortgagors any sums
as may be determined to be overages; (iv) following an event of default under
the related Serviced Mortgage Loan, for such other purposes as are consistent
with the related loan documents, applicable law and the Servicing Standard; (v)
to pay interest, if required and as described below, to Mortgagors on balances
in such Servicing Account; (vi) to pay the Master Servicer interest and
investment income on balances in such Servicing Account as described in Section
3.06, if and to the extent not required by law or the terms of the related loan
documents to be paid to the Mortgagor; or (vii) to clear and terminate such
Servicing Account at the termination of this Agreement in accordance with
Section 9.01. To the extent permitted by law or the applicable loan documents,
funds in the Servicing Accounts may be invested only in Permitted Investments in
accordance with the provisions of Section 3.06. The Master Servicer shall pay or
cause to be paid to the Mortgagors interest, if any, earned on the investment of
funds in the related Servicing Accounts, if required by law or the terms of the
related Serviced Mortgage Loan. If the Master Servicer shall deposit in a
Servicing Account any amount not required to be deposited therein, it may at any
time withdraw such amount from such Servicing Account, any provision herein to
the contrary notwithstanding.

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

          (c) The Master Servicer shall, as to each and every Serviced Mortgage
Loan, make a Servicing Advance with respect to the related Mortgaged Property in
an amount equal to all such funds as are necessary for the purpose of effecting
the payment of (i) real estate taxes, assessments and other similar items, (ii)
ground rents (if applicable), and (iii) premiums on Insurance Policies
(including Environmental Insurance Policies), in each instance if and to the
extent Escrow Payments (if any) collected from the related Mortgagor are
insufficient to pay such item when due and the related Mortgagor (or any related
guarantor or party entitled to exercise cure rights) has failed to pay such item


                                      -136-



on a timely basis. All such Servicing Advances shall be reimbursable in the
first instance from related payments by or on behalf of the Mortgagors, and
further as provided in Section 3.05(a) and/or Section 3.05A. No costs incurred
by the Master Servicer in effecting the payment of real estate taxes,
assessments and, if applicable, ground rents on or in respect of the Mortgaged
Properties shall, for purposes of this Agreement, including the Trustee's
calculation of monthly distributions to Certificateholders, be added to the
unpaid Stated Principal Balances of the related Serviced Mortgage Loans,
notwithstanding that the terms of such Mortgage Loans so permit. The foregoing
shall in no way limit the Master Servicer's ability to charge and collect from
the Mortgagor such costs together with interest thereon.

          (d) The Master Servicer shall, as to all Serviced Mortgage Loans,
establish and maintain, as applicable, one or more accounts (the "Reserve
Accounts"), into which all related Reserve Funds, if any, shall be deposited and
retained; provided that, in the case of a Serviced Loan Combination, if the
related Reserve Account includes funds with respect to any other Mortgage Loan,
then the Master Servicer shall maintain a separate sub-account of such Reserve
Account that relates solely to such Serviced Loan Combination. Withdrawals of
amounts so deposited may be made (i) for the specific purposes for which the
particular Reserve Funds were delivered, in accordance with the Servicing
Standard and the terms of the related Mortgage Note, Mortgage and any other
agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay
the Master Servicer interest and investment income earned on amounts in the
Reserve Accounts as described below, and (iii) following an event of default
under the related Serviced Mortgage Loan, for such other purposes as are
consistent with the related loan documents, applicable law and the Servicing
Standard. To the extent permitted in the applicable loan documents, funds in the
Reserve Accounts may be invested in Permitted Investments in accordance with the
provisions of Section 3.06. Subject to the related loan documents, all Reserve
Accounts shall be Eligible Accounts. Consistent with the Servicing Standard, the
Master Servicer may waive or extend the date set forth in any agreement
governing Reserve Funds by which any required repairs, capital improvements
and/or environmental remediation at the related Mortgaged Property must be
completed; provided that any waiver, any extension for more than 120 days and
any subsequent extension may only be granted with the consent of the Special
Servicer.

          SECTION 3.04. Pool Custodial Account, Defeasance Deposit Account,
                        Collection Account, Interest Reserve Account, Excess
                        Liquidation Proceeds Account and Loss of Value Reserve
                        Fund.

          (a) The Master Servicer shall establish and maintain one or more
separate accounts (collectively, the "Pool Custodial Account"), in which the
amounts described in clauses (i) through (xi) below (which shall not include any
amounts allocable to the Non-Trust Mortgage Loans) shall be deposited and held
on behalf of the Trustee in trust for the benefit of the Certificateholders. The
Pool Custodial Account shall be an Eligible Account. The Master Servicer shall
deposit or cause to be deposited in the Pool Custodial Account, within one (1)
Business Day of receipt (in the case of payments by Mortgagors or other
collections on the Trust Mortgage Loans) or as otherwise required hereunder, the
following payments and collections received (including amounts Received by the
Trust with respect to the Outside Serviced Trust Mortgage Loans and/or any
successor REO Trust Mortgage Loans with respect thereto) or made by the Master
Servicer or on its behalf subsequent to the Cut-off Date (other than in respect
of principal and interest on the Trust Mortgage Loans due and payable on or
before the Cut-off Date, which amounts shall be delivered promptly to the
Depositor or its designee, with negotiable instruments endorsed as necessary and
appropriate without recourse, and other than


                                      -137-



amounts required to be deposited in the Defeasance Deposit Account), or any of
the following payments (other than Principal Prepayments) received by it on or
prior to the Cut-off Date but allocable to a period subsequent thereto:

               (i) all payments on account of principal of the Serviced Trust
     Mortgage Loans, including Principal Prepayments, and regardless of whether
     those payments are made by the related Mortgagor, any related guarantor or
     any party exercising cure rights under any related co-lender, intercreditor
     or similar agreement, out of any related Reserve Funds maintained for such
     purpose, out of collections on any related Defeasance Collateral or from
     any other source;

               (ii) all payments on account of interest on the Serviced Trust
     Mortgage Loans, including Default Interest and Additional Interest, and
     regardless of whether those payments are made by the related Mortgagor, any
     related guarantor or any party exercising cure rights under any related
     co-lender, intercreditor or similar agreement, out of any related Reserve
     Funds maintained for such purpose, out of collections on any related
     Defeasance Collateral or from any other source;

               (iii) all Prepayment Consideration and late payment charges
     Received by the Trust in respect of any Trust Mortgage Loan;

               (iv) all Insurance Proceeds, Condemnation Proceeds and
     Liquidation Proceeds Received by the Trust in respect of any Trust Mortgage
     Loan or, except to the extent such proceeds are to first be deposited in an
     REO Account, any REO Property;

               (v) any amounts representing a reimbursement, payment and/or
     contribution due and owing to the Trust from any Non-Trust Mortgage Loan
     Noteholder in accordance with the related Co-Lender Agreement;

               (vi) all remittances to the Trust under the related Outside
     Servicing Agreement and/or the related Co-Lender Agreement with respect to
     each Outside Serviced Trust Mortgage Loan or any successor REO Trust
     Mortgage Loan with respect thereto;

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

               (viii) any amounts required to be deposited by the Master
     Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
     with losses on the Mortgage Pool resulting from a deductible clause in a
     blanket or master force placed hazard insurance policy;

               (ix) any amounts required to be transferred from the Loss of
     Value Reserve Fund pursuant to Section 3.05(e), any Loan Combination
     Custodial Account pursuant to Section 3.05A or the Pool REO Account
     pursuant to Section 3.16(c);

               (x) insofar as they do not constitute Escrow Payments, any
     amounts paid by a Mortgagor with respect to a Serviced Trust Mortgage Loan
     specifically to cover items for which a Servicing Advance has been made;
     and


                                      -138-



               (xi) the Initial Deposits, if any;

provided that any amounts described in clauses (i) through (iv), (viii) and (x)
above that relate to a Serviced Combination Trust Mortgage Loan or any successor
REO Trust Mortgage Loan with respect thereto (other than Liquidation Proceeds
derived from the Permitted Purchase of such Trust Mortgage Loan or the Trust's
interest in any related REO Property) shall be deposited in the applicable Loan
Combination Custodial Account, and, in any such case, shall thereafter be
transferred to the Pool Custodial Account as provided in Section 3.05A, together
with any other amounts required to be transferred from such Loan Combination
Custodial Account to the Pool Custodial Account from time to time pursuant to
Section 3.05A.

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

          Upon receipt of any of the amounts described in clauses (i) through
(v) and (x) of the second preceding paragraph with respect to any Serviced Trust
Mortgage Loan, the Special Servicer shall promptly, but in no event later than
two (2) Business Days after receipt, remit such amounts to the Master Servicer
for deposit into the Pool Custodial Account in accordance with the second
preceding paragraph (or, if applicable, in the case of a Serviced Combination
Trust Mortgage Loan, into the applicable Loan Combination Custodial Account in
accordance with Section 3.04A(a) and the proviso to the second preceding
paragraph), unless the Special Servicer determines, consistent with the
Servicing Standard, that a particular item should not be deposited because of a
restrictive endorsement or other appropriate reason. With respect to any such
amounts paid by check to the order of the Special Servicer, the Special Servicer
shall endorse such check to the order of the Master Servicer, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular
item cannot be so endorsed and delivered because of a restrictive endorsement or
other appropriate reason. Any such amounts received by the Special Servicer with
respect to an Administered REO Property (other than an Administered REO Property
that relates to a Serviced Loan Combination) shall be deposited by the Special
Servicer into the Pool REO Account and thereafter remitted to the Master
Servicer for deposit into the Pool Custodial Account as and to the extent
provided in Section 3.16(c).


                                      -139-



          If and when any Mortgagor under any Defeasance Mortgage Loan that is
also a Serviced Mortgage Loan elects to defease all or any part of its Serviced
Mortgage Loan and, pursuant to the provisions of the related loan documents,
delivers cash to the Master Servicer to purchase the required Defeasance
Collateral, the Master Servicer shall establish and maintain one or more
separate segregated accounts (collectively, the "Defeasance Deposit Account"),
in which the Master Servicer shall deposit such cash within one (1) Business Day
of receipt by the Master Servicer. The Master Servicer shall retain such cash in
the Defeasance Deposit Account pending its prompt application to purchase
Defeasance Collateral. The Master Servicer shall hold such cash and maintain the
Defeasance Deposit Account on behalf of the Trustee and, in the case of a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s), to secure payment on the related Defeasance Mortgage Loan. The
Defeasance Deposit Account shall be an Eligible Account. To the extent permitted
by law or the applicable Defeasance Mortgage Loan, prior to the purchase of
Defeasance Collateral, funds in the Defeasance Deposit Account may be invested
only in Permitted Investments in accordance with the provisions of Section 3.06.
The Master Servicer shall pay or cause to be paid to the related Mortgagor(s)
interest, if any, earned on the investment of funds in the Defeasance Deposit
Account, if required by law or the terms of the related Defeasance Mortgage
Loan(s).

          Notwithstanding the foregoing, in the event that the Master Servicer
receives cash to purchase Defeasance Collateral for any Early Defeasance Trust
Mortgage Loan that the Depositor or the UBS Mortgage Loan Seller, as applicable,
is required to repurchase pursuant to or as otherwise contemplated by Section
2.03(j), the Master Servicer shall retain such cash in the Defeasance Deposit
Account on behalf of the Trust Fund until the Depositor or the UBS Mortgage Loan
Seller, as applicable, tenders the full Purchase Price in connection with such
repurchase and shall, on the date of such repurchase, transfer such cash to the
Depositor or the UBS Mortgage Loan Seller, as applicable.

          (b) The Trustee shall establish and maintain one or more trust
accounts (collectively, the "Collection Account") to be held in trust for the
benefit of the Certificateholders. Each account that constitutes the Collection
Account shall be an Eligible Account. Subject to Section 2.05(b), the Trustee
shall establish and maintain, on a book-entry basis, the Class V Sub-Account,
which sub-account shall be deemed to be held in trust for the benefit of the
Holders of the Class V Certificates. The Master Servicer shall deliver to the
Trustee each month on or before the Trust Master Servicer Remittance Date
therein, for deposit in the Collection Account, an aggregate amount of
immediately available funds equal to the Master Servicer Remittance Amount for
such Trust Master Servicer Remittance Date, together with, in the case of the
Final Distribution Date, any additional amounts contemplated by the second
paragraph of Section 9.01 and any Loss of Value Payments contemplated by Section
3.05(e). Immediately upon deposit of the Master Servicer Remittance Amount for
any Trust Master Servicer Remittance Date into the Collection Account, subject
to Section 2.05(b), any portion thereof that represents Additional Interest
shall be deemed to have been deposited into the Class V Sub-Account.

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

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

               (ii) any amounts required to be deposited by the Master Servicer
     pursuant to Section 3.19(a) in connection with Prepayment Interest
     Shortfalls.


                                      -140-



          The Trustee shall, upon receipt, deposit in the Collection Account any
and all amounts received by it that are required by the terms of this Agreement
to be deposited therein. In addition, as and when required pursuant to Section
3.06, the Trustee shall (in all cases prior to distributions on the Certificates
being made on the related Distribution Date) deposit in the Collection Account
any amounts required to be so deposited by the Trustee pursuant to Section 3.06
in connection with losses incurred with respect to Permitted Investments of
funds held in the Collection Account.

          In the event that the Master Servicer fails, on any Trust Master
Servicer Remittance Date, to remit to the Trustee any amount(s) required to be
so remitted to the Trustee hereunder by such date, the Master Servicer shall pay
the Trustee, for the account of the Trustee, interest, calculated at the Prime
Rate, on such amount(s) not timely remitted, from and including that Trust
Master Servicer Remittance Date, to but not including the related Distribution
Date.

          On the Trust Master Servicer Remittance Date in March of each year
(commencing in March 2006), the Trustee shall transfer from the Interest Reserve
Account to the Collection Account all Interest Reserve Amounts then on deposit
in the Interest Reserve Account with respect to the Interest Reserve Mortgage
Loans and any Interest Reserve REO Mortgage Loans.

          As and when required pursuant to Section 3.05(d), the Trustee shall
transfer monies from the Excess Liquidation Proceeds Account to the Collection
Account.

          (c) The Trustee shall establish and maintain one or more accounts
(collectively, the "Interest Reserve Account"), to be held in trust for the
benefit of the Certificateholders, for purposes of holding the Interest Reserve
Amounts in respect of the Interest Reserve Mortgage Loans and any Interest
Reserve REO Mortgage Loans. Each account that constitutes the Interest Reserve
Account shall be an Eligible Account. On each Distribution Date in February and,
during a year that is not a leap year, in January, commencing in January 2006,
prior to any distributions being made in respect of the Certificates on the
subject Distribution Date, the Trustee shall withdraw from the Collection
Account and deposit in the Interest Reserve Account with respect to each
Interest Reserve Mortgage Loan and Interest Reserve REO Mortgage Loan, an amount
equal to the Interest Reserve Amount, if any, in respect of such Mortgage Loan
or REO Mortgage Loan, as the case may be, for such Distribution Date; provided
that no such transfer of funds shall occur if the subject Distribution Date is
the Final Distribution Date. In addition, as and when required pursuant to
Section 3.06, the Trustee shall (in any event prior to any distributions on the
Certificates and any transfers to the Collection Account on or before the
related Distribution Date) deposit in the Interest Reserve Account any amounts
required to be so deposited by the Trustee pursuant to Section 3.06 in
connection with losses incurred with respect to Permitted Investments of funds
held in the Interest Reserve Account. Subject to the next paragraph, the
Interest Reserve Account may be a sub-account of the Collection Account.

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


                                      -141-



          (d) If any Excess Liquidation Proceeds are received on the Mortgage
Pool, the Trustee shall establish and maintain one or more accounts
(collectively, the "Excess Liquidation Proceeds Account") to be held in trust
for the benefit of the Certificateholders, for purposes of holding such Excess
Liquidation Proceeds. Each account that constitutes the Excess Liquidation
Proceeds Account shall be an Eligible Account. On each Trust Master Servicer
Remittance Date, the Master Servicer shall withdraw from the Pool Custodial
Account and remit to the Trustee for deposit in the Excess Liquidation Proceeds
Account all Excess Liquidation Proceeds received with respect to the Mortgage
Pool during the related Collection Period ending in the calendar month in which
such Trust Master Servicer Remittance Date occurs. In addition, as and when
required pursuant to Section 3.06, the Trustee shall (in any event prior to any
transfers to the Collection Account on or before the related Distribution Date)
deposit in the Excess Liquidation Proceeds Account any amounts required to be so
deposited by the Trustee pursuant to Section 3.06 in connection with losses
incurred with respect to Permitted Investments of funds held in the Excess
Liquidation Proceeds Account. Subject to the next paragraph, the Excess
Liquidation Proceeds Account may be a sub-account of the Collection Account.

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

          (e) If any Loss of Value Payments are received in connection with a
Material Document Defect or Material Breach, as the case may be, pursuant to or
as contemplated by Section 2.03(e), the Special Servicer shall establish and
maintain one or more non-interest bearing accounts (collectively, the "Loss of
Value Reserve Fund") to be held in trust for the benefit of the
Certificateholders, for purposes of holding such Loss of Value Payments. Each
account that constitutes the Loss of Value Reserve Fund shall be an Eligible
Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value
Reserve Fund all Loss of Value Payments received by it.

          (f) Funds (other than the Initial Deposits) in the Pool Custodial
Account, the Collection Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Account may be invested only in Permitted Investments in
accordance with the provisions of Section 3.06. Funds in the Loss of Value
Reserve Fund shall remain uninvested. The Master Servicer shall give notice to
the Trustee, the Special Servicer and the Rating Agencies of the location of the
Pool Custodial Account as of the Closing Date and of the new location of the
Pool Custodial Account prior to any change thereof. As of the Closing Date, the
Collection Account, the Interest Reserve Account and the Excess Liquidation
Proceeds Account shall be located at the Trustee's Corporate Trust Office. The
Trustee shall give notice to the Master Servicer, the Special Servicer and the
Rating Agencies of any change in the location of the Collection Account, the
Interest Reserve Account or the Excess Liquidation Proceeds Account prior to any
change thereof.


                                      -142-



          SECTION 3.04A. Loan Combination Custodial Accounts for Serviced Loan
                         Combinations.

          (a) With respect to each Serviced Loan Combination, the Master
Servicer shall establish and maintain one or more separate accounts
(collectively, with respect to such Serviced Loan Combination, the related "Loan
Combination Custodial Account") in which the amounts described in clauses (i)
through (ix) below, insofar as they are related to one or more Mortgage Loans
included in such Serviced Loan Combination, shall be deposited and held in trust
for the benefit of the holders of such Mortgage Loans, as their interests may
appear; provided that, subject to the last paragraph of this Section 3.04A(a),
each Loan Combination Custodial Account may be a sub-account of the Pool
Custodial Account. Each Loan Combination Custodial Account shall be an Eligible
Account or, subject to the last paragraph of this Section 3.04A(a), a
sub-account of an Eligible Account. The Master Servicer shall deposit or cause
to be deposited in each Loan Combination Custodial Account, within one (1)
Business Day of receipt (in the case of payments or other collections on the
related Serviced Loan Combination) or as otherwise required hereunder, the
following payments and collections received or made by the Master Servicer or on
its behalf with respect to the related Serviced Loan Combination subsequent to
the Cut-off Date (other than in respect of principal and interest on such
Serviced Loan Combination due and payable on or before the Cut-off Date, which
payments shall be held pursuant to the terms of the related Co-Lender Agreement,
and other than amounts required to be deposited in the Defeasance Deposit
Account):

               (i) all payments on account of principal of the related Serviced
     Loan Combination, including Principal Prepayments, and regardless of
     whether those payments are made by the related Mortgagor, any related
     guarantor or any party exercising any cure rights under the related
     Co-Lender Agreement or any related mezzanine intercreditor agreement, out
     of any related Reserve Funds maintained for such purpose, out of
     collections on any related Defeasance Collateral or from any other source;

               (ii) all payments on account of interest on the related Serviced
     Loan Combination, including Default Interest, and regardless of whether
     those payments are made by the related Mortgagor, any related guarantor, or
     any party exercising any cure rights under the related Co-Lender Agreement
     or any related mezzanine intercreditor agreement, out of any related
     Reserve Funds maintained for such purpose, out of collections on any
     related Defeasance Collateral or from any other source;

               (iii) all Prepayment Consideration and/or late payment charges
     received in respect of the related Serviced Loan Combination;

               (iv) all Insurance Proceeds, Condemnation Proceeds and
     Liquidation Proceeds received in respect of the related Serviced Loan
     Combination or, except to the extent such proceeds are to first be
     deposited in a Loan Combination REO Account, any related Administered REO
     Property;

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


                                      -143-



               (vi) any amounts required to be deposited by the Master Servicer
     or the Special Servicer pursuant to Section 3.07(b) in connection with
     losses with respect to the related Serviced Loan Combination resulting from
     a deductible clause in a blanket or master force placed hazard insurance
     policy;

               (vii) any amounts required to be transferred from the Loan
     Combination REO Account established with respect to the related Serviced
     Loan Combination pursuant to Section 3.16(c);

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

               (ix) any amounts representing a reimbursement, payment and/or
     contribution due and owing to a party other than the Trust from any related
     Non-Trust Mortgage Loan Noteholder in accordance with the related Co-Lender
     Agreement;

provided that, with respect to a Serviced Loan Combination, any Liquidation
Proceeds derived from a Permitted Purchase of the Trust Mortgage Loan included
in such Serviced Loan Combination or the Trust's interest in any related REO
Property, shall in each case be deposited into the Pool Custodial Account.

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

          Upon receipt of any of the amounts described in clauses (i) through
(iv), (viii) and (ix) of the second preceding paragraph with respect to any
Serviced Loan Combination, the Special Servicer shall promptly, but in no event
later than two (2) Business Days after receipt, remit such amounts to the Master
Servicer for deposit into the related Loan Combination Custodial Account in
accordance with the


                                      -144-



second preceding paragraph (or, if applicable, into the Pool Custodial Account
in accordance with Section 3.04(a) and the proviso to the second preceding
paragraph), unless the Special Servicer determines, consistent with the
Servicing Standard, that a particular item should not be deposited because of a
restrictive endorsement or other appropriate reason. With respect to any such
amounts paid by check to the order of the Special Servicer, the Special Servicer
shall endorse such check to the order of the Master Servicer, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular
item cannot be so endorsed and delivered because of a restrictive endorsement or
other appropriate reason. Any such amounts received by the Special Servicer with
respect to an Administered REO Property that relates to a Serviced Loan
Combination shall initially be deposited by the Special Servicer into the Loan
Combination REO Account established with respect to such Serviced Loan
Combination and thereafter remitted to the Master Servicer for deposit into the
related Loan Combination Custodial Account, all in accordance with Section
3.16(c).

          Notwithstanding that a Loan Combination Custodial Account may be a
sub-account of the Pool Custodial Account for reasons of administrative
convenience, such Loan Combination Custodial Account and the Pool Custodial
Account shall, for all purposes of this Agreement (including the obligations and
responsibilities of the Master Servicer hereunder), be considered to be and
shall be required to be treated as, separate and distinct accounts. The Master
Servicer shall indemnify and hold harmless the Trust Fund and the respective
related Non-Trust Mortgage Loan Noteholders against any losses arising out of
the failure by the Master Servicer to perform its duties and obligations
hereunder as if such accounts were separate accounts. The provisions of this
paragraph shall survive any resignation or removal of the Master Servicer and
appointment of a successor master servicer.

          (b) If and when the related Mortgagor elects to defease any Serviced
Loan Combination or any portion thereof, the provisions of the next to last
paragraph of Section 3.04(a) relating to the Defeasance Deposit Account shall
apply.

          (c) In connection with each Serviced Loan Combination, the Master
Servicer shall give notice to the Trustee, the related Non-Trust Mortgage Loan
Noteholder(s) and the Special Servicer of the location of the related Loan
Combination Custodial Account when first established and of the new location of
the related Loan Combination Custodial Account prior to any change thereof.

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

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

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

               (ii) to reimburse the Fiscal Agent, the Trustee and itself, in
     that order, for unreimbursed P&I Advances made thereby with respect to the
     Mortgage Pool (exclusive of any Serviced Combination Trust Mortgage Loan or
     any successor REO Trust Mortgage Loan with


                                      -145-



     respect thereto), the Fiscal Agent's, the Trustee's and the Master
     Servicer's, as the case may be, respective rights to reimbursement pursuant
     to this clause (ii) with respect to any such P&I Advance being limited to
     amounts on deposit in the Pool Custodial Account that represent Late
     Collections of interest and principal (net of related Master Servicing Fees
     and any related Workout Fees and/or Liquidation Fees) received in respect
     of the particular Trust Mortgage Loan or REO Trust Mortgage Loan as to
     which such P&I Advance was made;

               (iii) to pay to itself earned and unpaid Master Servicing Fees
     with respect to the Mortgage Pool (exclusive of any Serviced Combination
     Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
     thereto), the Master Servicer's right to payment pursuant to this clause
     (iii) with respect to any such Master Servicing Fees being limited to
     amounts on deposit in the Pool Custodial Account that are allocable as a
     recovery of interest on or in respect of the Trust Mortgage Loan or REO
     Trust Mortgage Loan as to which such Master Servicing Fees were earned;

               (iv) to pay (A) to the Special Servicer, out of general
     collections on the Mortgage Pool on deposit in the Pool Custodial Account,
     earned and unpaid Special Servicing Fees in respect of each Specially
     Serviced Trust Mortgage Loan and each REO Trust Mortgage Loan that relates
     to an Administered REO Property and (B) to itself, out of general
     collections on the Mortgage Pool on deposit in the Pool Custodial Account,
     any Master Servicing Fee earned in respect of any Trust Mortgage Loan or
     REO Trust Mortgage Loan that remains unpaid in accordance with clause (iii)
     above or Section 3.05A, as applicable, following a Final Recovery
     Determination made with respect to such Trust Mortgage Loan or the related
     REO Property and the deposit into the Pool Custodial Account of all amounts
     received in connection with such Final Recovery Determination;

               (v) to pay the Special Servicer (or, if applicable, a predecessor
     Special Servicer) any earned and unpaid Workout Fees and Liquidation Fees
     in respect of each Specially Serviced Trust Mortgage Loan, each Corrected
     Trust Mortgage Loan and/or each REO Trust Mortgage Loan that relates to an
     Administered REO Property (other than, if applicable, any Serviced
     Combination Trust Mortgage Loan or any successor REO Trust Mortgage Loan
     with respect thereto), as applicable, in the amounts and from the sources
     specified in Section 3.11(c);

               (vi) to reimburse the Fiscal Agent, the Trustee, itself and the
     Special Servicer, in that order, for any unreimbursed Servicing Advances
     made thereby with respect to any Serviced Trust Mortgage Loan or
     Administered REO Property (other than any Serviced Combination Trust
     Mortgage Loan or any related Administered REO Property), the Fiscal
     Agent's, the Trustee's, the Master Servicer's and the Special Servicer's
     respective rights to reimbursement pursuant to this clause (vi) with
     respect to any Servicing Advance being limited to amounts on deposit in the
     Pool Custodial Account that represent payments made by or on behalf of the
     related Mortgagor to cover the item for which such Servicing Advance was
     made, and to amounts on deposit in the Pool Custodial Account that
     represent Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds
     and, if applicable, REO Revenues (in each case, if applicable, net of any
     Liquidation Fee or Workout Fee payable therefrom) received in respect of
     the particular Serviced Trust Mortgage Loan or Administered REO Property as
     to which such Servicing Advance was made;


                                      -146-



               (vii) to reimburse the Fiscal Agent, the Trustee, itself and the
     Special Servicer, in that order, out of general collections on the Mortgage
     Pool on deposit in the Pool Custodial Account, for any unreimbursed
     Advances that have been or are determined to be Nonrecoverable Advances
     (provided that such amounts may be withdrawn over time in accordance with
     Sections 3.11(g) or 4.03(d), as applicable);

               (viii) to pay the Fiscal Agent, the Trustee, itself and the
     Special Servicer, in that order, any unpaid interest accrued and payable in
     accordance with Section 3.11(g) or 4.03(d), as applicable, on any Advance
     made thereby under this Agreement, the Fiscal Agent's, the Trustee's, the
     Master Servicer's and the Special Servicer's respective rights to payment
     pursuant to this clause (viii) with respect to interest on any such Advance
     being limited to amounts on deposit in the Pool Custodial Account that
     represent Default Charges collected on or in respect of the Trust Mortgage
     Loan or REO Trust Mortgage Loan, as applicable, as to which the subject
     Advance was made, as and to the extent contemplated by Section 3.26;

               (ix) to pay, out of general collections on the Mortgage Pool on
     deposit in the Pool Custodial Account, the Fiscal Agent, the Trustee,
     itself and the Special Servicer, in that order, any unpaid interest accrued
     and payable in accordance with Section 3.11(g) or 4.03(d), as applicable,
     on any Advance made thereby with respect to the Mortgage Pool (or, in the
     case of a Servicing Advance, made thereby with respect to a Serviced Loan
     Combination), but only to the extent that such Advance has been reimbursed
     or is then being reimbursed and the related Default Charges then on deposit
     in the Pool Custodial Account are not sufficient to make such payment as
     contemplated by the immediately preceding clause (viii); provided that, if
     such Advance relates to any Serviced Combination Trust Mortgage Loan or any
     successor REO Trust Mortgage Loan with respect thereto (or, in the case of
     Servicing Advance, relates to any Serviced Loan Combination), such payment
     pursuant to this clause (ix) is to be made only to the extent that the
     funds on deposit in the related Loan Combination Custodial Account are not
     sufficient to make such payment as contemplated by Section 3.05A and such
     payment cannot be made out of the Pool Custodial Account pursuant to clause
     (xviii) of this Section 3.05(a);

               (x) to pay, out of amounts on deposit in the Pool Custodial
     Account that represent Default Charges collected on or in respect of the
     Trust Mortgage Loan or REO Trust Mortgage Loan to which the subject expense
     relates (to the extent such Default Charges are not otherwise applied as
     contemplated by clause (viii) above), any unpaid expense (other than
     interest accrued on Advances, which is payable pursuant to clause (viii)
     above, and other than Special Servicing Fees, Liquidation Fees and Workout
     Fees) that is incurred with respect to such Trust Mortgage Loan or REO
     Trust Mortgage Loan and that, if paid from collections on the Mortgage Pool
     other than Default Charges collected with respect to such Trust Mortgage
     Loan or REO Trust Mortgage Loan, would constitute an Additional Trust Fund
     Expense, as and to the extent contemplated by Section 3.26;

               (xi) to pay, out of general collections on the Mortgage Pool on
     deposit in the Pool Custodial Account, for (A) costs and expenses incurred
     by the Trust Fund pursuant to Section 3.09(c) (other than the costs of
     environmental testing, which are to be covered by, and reimbursable as, a
     Servicing Advance), (B) the cost of an independent appraiser or other
     expert in real estate matters retained pursuant to Sections 3.11(h), 3.18
     or 4.03(c), and (C) the fees of any Independent Contractor retained with
     respect to any related Administered REO Property


                                      -147-



     pursuant to Section 3.17(d) (to the extent that it has not paid itself such
     fees prior to remitting collections on such REO Property to the Special
     Servicer); provided that, in the case of a Mortgaged Property that relates
     to a Serviced Loan Combination, such payment pursuant to this clause (xi)
     is to be made only to the extent that (X) it would not ultimately be
     payable out of collections on or in respect of such Loan Combination or (Y)
     it is in the best interests of the Certificateholders;

               (xii) to pay itself, as additional master servicing compensation
     in accordance with Section 3.11(b), any amounts on deposit in the Pool
     Custodial Account that represent (A) interest and investment income earned
     in respect of amounts held in the Pool Custodial Account as provided in
     Section 3.06(b), but only to the extent of the Net Investment Earnings with
     respect to the Pool Custodial Account for any related Investment Period,
     (B) Prepayment Interest Excesses collected on the Mortgage Pool and (C) Net
     Default Charges (after application pursuant to Section 3.26) actually
     Received by the Trust that accrued in respect of an Outside Serviced Trust
     Mortgage Loan or Performing Serviced Trust Mortgage Loan; and to pay the
     Special Servicer, as additional special servicing compensation in
     accordance with Section 3.11(d), any amounts on deposit in the Pool
     Custodial Account that represent Net Default Charges (after application to
     cover such other payments and reimbursements as are provided for under
     Section 3.26) actually collected that accrued in respect of a Specially
     Serviced Trust Mortgage Loan and/or an REO Trust Mortgage Loan that relates
     to an Administered REO Property;

               (xiii) to pay itself, the Special Servicer, the Depositor, or any
     of their respective members, managers, directors, officers, employees and
     agents, as the case may be, out of general collections on the Mortgage Pool
     on deposit in the Pool Custodial Account, any amounts payable to any such
     Person pursuant to Section 6.03; provided that such payment does not relate
     solely to a Serviced Non-Trust Mortgage Loan or any successor REO Mortgage
     Loan with respect thereto;

               (xiv) to pay, out of general collections on the Mortgage Pool on
     deposit in the Pool Custodial Account, for (A) the cost of the Opinion of
     Counsel contemplated by Section 11.02(a), (B) the cost of an Opinion of
     Counsel contemplated by Section 11.01(a) or 11.01(c) in connection with any
     amendment to this Agreement requested by the Master Servicer or the Special
     Servicer that protects or is in furtherance of the rights and interests of
     Certificateholders, and (C) the cost of recording this Agreement in
     accordance with Section 11.02(a); provided that, in the cases of clauses
     (xiv)(A) and (xiv)(C), such payment shall be made from the Pool Custodial
     Account only to the extent that it is not otherwise paid from the related
     Loan Combination Custodial Account by the Trust Master Servicer Remittance
     Date following the applicable Collection Period in which the expense is
     incurred;

               (xv) to pay itself, the Special Servicer, the Depositor, any
     Controlling Class Certificateholder or any other Person, as the case may
     be, with respect to each Trust Mortgage Loan, if any, previously purchased
     by such Person pursuant to this Agreement, all amounts received thereon
     subsequent to the date of purchase that have been deposited in the Pool
     Custodial Account;


                                      -148-



               (xvi) to pay, in accordance with Section 3.11(i), out of general
     collections on the Mortgage Pool on deposit in the Pool Custodial Account,
     any servicing expenses, that would, if advanced, constitute Nonrecoverable
     Servicing Advances (other than servicing expenses that relate solely to a
     Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect
     thereto);

               (xvii) to pay, out of general collections on the Mortgage Pool on
     deposit in the Pool Custodial Account, to a Non-Trust Mortgage Loan
     Noteholder or an Outside Servicer, any amount (other than normal monthly
     payments) specifically payable or reimbursable to such party by the Trust,
     in its capacity as holder of the related Trust Mortgage Loan or REO Trust
     Mortgage Loan that is part of the relevant Loan Combination, pursuant to
     the terms of the related Co-Lender Agreement;

               (xviii) to reimburse the Fiscal Agent, the Trustee, the Master
     Servicer and/or the Special Servicer, as applicable, for unreimbursed
     Advances, unpaid Master Servicing Fees and/or any unpaid interest on any
     Advances, but only if and to the extent that such items relate solely to a
     Serviced Combination Trust Mortgage Loan or any successor REO Trust
     Mortgage Loan with respect thereto, each such party's respective rights to
     reimbursement pursuant to this clause (xviii) to be limited to amounts on
     deposit in the Pool Custodial Account that represent Liquidation Proceeds
     derived from a Permitted Purchase of such Serviced Combination Trust
     Mortgage Loan or the Trust's interest in any related Administered REO
     Property; provided that, such items may only be reimbursed to any party
     pursuant to this clause (xviii) if and to the extent that such items have
     not been or are not simultaneously being reimbursed to such party pursuant
     to Section 3.05A; and provided, further, that, in the case of a sale of a
     Serviced Combination Trust Mortgage Loan with respect to which the Purchase
     Price therefor has been reduced by amounts set forth in the next to last
     proviso of the definition of "Purchase Price", the amount of any unpaid
     Master Servicing Fees, unreimbursed Advances and/or unpaid interest on
     Advances reimbursable to any party pursuant to this clause (xviii) shall be
     reduced by any related unpaid Master Servicing Fees, unreimbursed Advances
     and unpaid interest on Advances in respect of the subject Serviced
     Combination Trust Mortgage Loan or REO Trust Mortgage Loan that have served
     to so reduce such Purchase Price therefor and which, following the purchase
     or sale from which the subject Liquidation Proceeds have been derived, will
     continue to be payable or reimbursable under the related Co-Lender
     Agreement and/or any successor servicing agreement with respect to the
     related Serviced Loan Combination to the Master Servicer and/or the Special
     Servicer (and which amounts shall no longer be payable hereunder);

               (xix) on each Trust Master Servicer Remittance Date, to transfer
     Excess Liquidation Proceeds in respect of the Mortgage Pool to the Trustee,
     for deposit in the Excess Liquidation Proceeds Account, in accordance with
     Section 3.04(d); and

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

          The Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan basis when appropriate, in connection with any
withdrawal from the Pool Custodial Account pursuant to clauses (ii) through
(xix) above.


                                      -149-



          The Master Servicer shall pay to the Special Servicer (or to
third-party contractors at the direction of the Special Servicer), the Trustee
or the Fiscal Agent from the Pool Custodial Account, amounts permitted to be
paid to the Special Servicer (or to any such third-party contractor), the
Trustee or the Fiscal Agent therefrom promptly upon receipt of a written
statement of a Servicing Officer of the Special Servicer or of a Responsible
Officer of the Trustee or the Fiscal Agent describing the item and amount to
which the Special Servicer (or such third-party contractor), the Trustee or the
Fiscal Agent, as applicable, is entitled (unless such payment to the Special
Servicer, the Trustee (for example, the Trustee Fee) or the Fiscal Agent, as the
case may be, is clearly required pursuant to this Agreement, in which case a
written statement is not required). The Master Servicer may rely conclusively on
any such written statement and shall have no duty to re-calculate the amounts
stated therein.

          In connection with any payments required to be made to a Non-Trust
Mortgage Loan Noteholder or an Outside Servicer in accordance with Section
3.05(a)(xvii), the Master Servicer may request a written statement from a
servicing officer or responsible officer, as applicable, of such Non-Trust
Mortgage Loan Noteholder or an Outside Servicer, describing the nature and
amount of the item for which such party is seeking payment or reimbursement and
setting forth the provision(s) of the related Co-Lender Agreement pursuant to
which such party believes it is entitled to reimbursement; provided that the
Master Servicer may not condition payments required to be made to a Non-Trust
Mortgage Loan Noteholder or an Outside Servicer in accordance with Section
3.05(a)(xvii) upon receipt of such a written statement (other than as permitted
under the related Co-Lender Agreement); and provided, further, that to the
extent such a written statement from a servicing officer or responsible officer,
as applicable, of the subject Non-Trust Mortgage Loan Noteholder or an Outside
Servicer is received by the Master Servicer, the Master Servicer may reasonably
rely upon such statement as the nature and amount of the item for which
reimbursement is sought.

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

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

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

               (ii) to pay (A) the Trustee, the Fiscal Agent or any of their
     respective directors, officers, employees and agents, as the case may be,
     out of general collections on the Mortgage Pool on deposit in the
     Collection Account, any amounts payable or reimbursable to any such Person
     pursuant to Section 7.01(b) and/or Section 8.05, as applicable, and (B) as
     and when contemplated by Section 8.08, the cost of the Trustee's
     transferring Mortgage Files and other documents to a successor after being
     terminated by Certificateholders pursuant to Section 8.07(c) without cause;


                                      -150-



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

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

               (v) to pay the Tax Administrator, out of general collections on
     the Mortgage Pool on deposit in the Collection Account, any amounts
     reimbursable to it pursuant to Section 10.01(f) or Section 10.02(b);

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

               (vii) to transfer Interest Reserve Amounts in respect of the
     Interest Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans
     to the Interest Reserve Account as and when required by Section 3.04(c);

               (viii) to pay itself any Net Investment Earnings with respect to
     the Collection Account for any related Investment Period; and

               (ix) to clear and terminate the Collection Account at the
     termination of this Agreement pursuant to Section 9.01.

          On or prior to a Distribution Date, the Trustee shall be entitled to
withdraw amounts that are payable or reimbursable as set forth in clauses (ii)
through (viii) above from the Collection Account prior to making distributions
to Certificateholders on such Distribution Date.

          (c) On each Trust Master Servicer Remittance Date in March (commencing
in March 2006), the Trustee shall withdraw from the Interest Reserve Account and
deposit in the Collection Account all Interest Reserve Amounts that have been
deposited in the Interest Reserve Account in respect of the Interest Reserve
Mortgage Loans and any Interest Reserve REO Mortgage Loans during January and/or
February of the same year in accordance with Section 3.04(c). On each
Distribution Date, the Trustee may withdraw from the Interest Reserve Account
and pay itself any Net Investment Earnings with respect to the Interest Reserve
Account for the then most recently ended related Investment Period.

          (d) On each Trust Master Servicer Remittance Date, the Trustee shall
withdraw from the Excess Liquidation Proceeds Account and deposit in the
Collection Account, for distribution on the following Distribution Date, an
amount equal to the lesser of (i) the entire amount, if any, then on deposit in
the Excess Liquidation Proceeds Account and (ii) the excess, if any, of the
aggregate amount distributable with respect to the Regular Interest Certificates
on such Distribution Date pursuant to


                                      -151-



Sections 4.01(a) and 4.01(b), over the Available Distribution Amount for such
Distribution Date (calculated without regard to such transfer from the Excess
Liquidation Proceeds Account to the Collection Account); provided that on the
Trust Master Servicer Remittance Date immediately prior to the Final
Distribution Date, the Trustee shall withdraw from the Excess Liquidation
Proceeds Account and deposit in the Collection Account, for distribution on such
Distribution Date, any and all amounts then on deposit in the Excess Liquidation
Proceeds Account. On each Distribution Date, the Trustee may withdraw from the
Excess Liquidation Proceeds Account and pay itself any Net Investment Earnings
with respect to the Excess Liquidation Proceeds Account for the then most
recently ended related Investment Period.

          (e) If any Loss of Value Payments are deposited into the Loss of Value
Reserve Fund with respect to any Trust Mortgage Loan or any related REO
Property, then the Special Servicer shall, promptly when needed, transfer such
Loss of Value Payments (up to the remaining portion thereof) from the Loss of
Value Reserve Fund to the Pool Custodial Account for the following purposes:

               (i) to reimburse the Master Servicer, the Special Servicer, the
     Trustee or the Fiscal Agent, in accordance with Section 3.05(a), for any
     Nonrecoverable Advance made by such party with respect to such Trust
     Mortgage Loan or any related REO Property (together with interest thereon);

               (ii) to pay, in accordance with Section 3.05(a), or to reimburse
     the Trust for the prior payment of, any expense relating to such Trust
     Mortgage Loan or any related REO Property that constitutes or, if not paid
     out of such Loss of Value Payments, would constitute an Additional Trust
     Fund Expense;

               (iii) to offset any Realized Loss (as calculated without regard
     to the application of such Loss of Value Payments) incurred with respect to
     such Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
     respect thereto; and

               (iv) following the occurrence of a Liquidation Event with respect
     to such Trust Mortgage Loan or any related REO Property, to cover the items
     contemplated by the immediately preceding clauses (i)-(iii) in respect of
     any other Trust Mortgage Loan or REO Trust Mortgage Loan.

          Any Loss of Value Payments transferred to the Pool Custodial Account
pursuant to clauses (i)-(iii) of the prior paragraph shall, except for purposes
of Section 3.11(c), be deemed to constitute Liquidation Proceeds Received by the
Trust in respect of the related Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto for which such Loss of Value Payments were
received; and any Loss of Value Payments transferred to the Pool Custodial
Account pursuant to clause (iv) of the prior paragraph shall, except for
purposes of Section 3.11(c), be deemed to constitute Liquidation Proceeds
Received by the Trust in respect of the Trust Mortgage Loan or REO Trust
Mortgage Loan for which such Loss of Value Payments are being transferred to the
Pool Custodial Account to cover an item contemplated by clauses (i) - (iii) of
the prior paragraph.

          On the Trust Master Servicer Remittance Date related to the Final
Distribution Date, the Special Servicer shall withdraw from the Loss of Value
Reserve Fund and transfer to the Trustee, for deposit in the Collection Account
and, thereafter, for distribution on the Final Distribution Date, an amount
equal to the lesser of (i) the entire amount, if any, then on deposit in the
Loss of Value Reserve


                                      -152-



Fund and (ii) the excess, if any, of the aggregate amount needed to distribute
to the Holders of the Regular Interest Certificates in accordance with Section
9.01(a), all Distributable Certificate Interest then payable thereto, together
with the aggregate Certificate Principal Balance of, and all Loss Reimbursement
Amounts for such Final Distribution Date in respect of, the respective Classes
of the Regular Interest Certificates, over the Available Distribution Amount for
the Final Distribution Date (calculated without regard to such transfer from the
Loss of Value Reserve Fund to the Collection Account). Such Loss of Value
Payments so deposited in the Collection Account shall constitute part of the
Available Distribution Amount for the Final Distribution Date. Any amount
remaining in the Loss of Value Reserve Fund on the Final Distribution Date,
after application in accordance with the second preceding sentence, shall be
distributable to the Holders of the Class R-III Certificates on the Final
Distribution Date.

          SECTION 3.05A. Permitted Withdrawals From the Loan Combination
                         Custodial Accounts.

          The Master Servicer may, from time to time, make withdrawals from the
Loan Combination Custodial Account related to each Serviced Loan Combination for
any of the following purposes (the order set forth below not constituting an
order of priority for such withdrawals, except to the extent expressly provided
in the related Co-Lender Agreement):

               (i) to make remittances each month, on or before the related Loan
     Combination Master Servicer Remittance Date occurring in such month (and at
     such other times as may be required under the related Co-Lender Agreement),
     to the respective holders of the Mortgage Loans or any successor REO
     Mortgage Loans contained in the subject Serviced Loan Combination,
     including the Trust (as holder of the Trust Mortgage Loan contained in the
     subject Serviced Loan Combination or any successor REO Trust Mortgage Loan
     with respect thereto, as applicable), all in accordance with the related
     Co-Lender Agreement, such remittances to the Trust to be made into the Pool
     Custodial Account;

               (ii) to reimburse, first, the Fiscal Agent, second, the Trustee,
     and last, itself, in that order, for unreimbursed P&I Advances made by such
     party (with its own funds) with respect to the Trust Mortgage Loan included
     in the subject Serviced Loan Combination or any successor REO Trust
     Mortgage Loan with respect thereto, any such reimbursement pursuant to this
     clause (ii) with respect to any such P&I Advance to be made out of amounts
     on deposit in the related Loan Combination Custodial Account that would
     otherwise be distributable to the Trust as late collections of interest on
     and/or principal of the Trust Mortgage Loan included in the subject
     Serviced Loan Combination or any successor REO Mortgage Loan with respect
     thereto, as the case may be, without regard to such P&I Advance, such
     reimbursement to be deducted (if and to the extent so provided in the
     related Co-Lender Agreement) from the amounts otherwise so distributable;

               (iii) to reimburse, first, the Fiscal Agent, second, the Trustee,
     third, itself, and last, the Special Servicer, in that order, for any
     unreimbursed Servicing Advances made thereby with respect to the subject
     Serviced Loan Combination or any related REO Property, any such party's
     respective rights to reimbursement pursuant to this clause (iii) with
     respect to any Servicing Advance being limited to amounts on deposit in the
     related Loan Combination Custodial Account that represent payments made by
     or on behalf of the related Mortgagor to


                                      -153-



     cover the item for which such Servicing Advance was made, and to amounts on
     deposit in the related Loan Combination Custodial Account that represent
     Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and, if
     applicable, REO Revenues (in each case, if applicable, net of any
     Liquidation Fee or Workout Fee payable therefrom) received in respect of
     the subject Serviced Loan Combination or any related REO Property (with, if
     and to the extent applicable under the related Co-Lender Agreement, a
     corresponding allocation of such Servicing Advance and the reimbursement
     thereof to one or more of the Mortgage Loans comprising the subject
     Serviced Loan Combination or any successor REO Mortgage Loans with respect
     thereto, and a corresponding deduction of such Servicing Advance from the
     amounts otherwise distributable under the related Co-Lender Agreement to
     one or more of the respective holders of the Mortgage Loans comprising the
     subject Serviced Loan Combination or any successor REO Mortgage Loans with
     respect thereto, all in accordance with the related Co-Lender Agreement,
     and taking into account the subordination of the Non-Trust Mortgage Loan(s)
     included in the subject Serviced Loan Combination or any successor REO
     Mortgage Loan(s) with respect thereto);

               (iv) to pay the Fiscal Agent, the Trustee and itself for any
     unpaid interest accrued and payable hereunder on any P&I Advance made
     thereby under this Agreement on the Trust Mortgage Loan included in the
     subject Serviced Loan Combination or any successor REO Trust Mortgage Loan
     with respect thereto, any such payment (as and to the extent provided in
     the related Co-Lender Agreement) to be made pursuant to this clause (iv)
     out of: first, any amounts on deposit in the related Loan Combination
     Custodial Account that would otherwise be distributable under the related
     Co-Lender Agreement to the holders of the Mortgage Loans comprising the
     subject Serviced Loan Combination or any successor REO Mortgage Loans with
     respect thereto as Default Charges on their respective Mortgage Loans or
     any successor REO Mortgage Loans with respect thereto, all in accordance
     with Section 3.26, with such payment to be deducted from the amounts
     otherwise so distributable; and second, to the maximum extent permitted by
     the related Co-Lender Agreement, any amounts on deposit in the related Loan
     Combination Custodial Account that would otherwise be distributable under
     the related Co-Lender Agreement to the related Non-Trust Mortgage Loan
     Noteholder(s) as collections of interest on and/or principal of, or any
     other relevant amounts with respect to, the Non-Trust Mortgage Loan(s)
     included in the subject Serviced Loan Combination or any successor REO
     Mortgage Loan(s) with respect thereto, with such payment to be deducted (if
     and to the extent so provided in the related Co-Lender Agreement) from such
     amounts otherwise so distributable; and third, any remaining amounts on
     deposit in the related Loan Combination Custodial Account that would
     otherwise be distributable under the related Co-Lender Agreement to the
     holders of the Mortgage Loans comprising the subject Serviced Loan
     Combination or any successor REO Mortgage Loans with respect thereto (with,
     if and to the extent applicable under the related Co-Lender Agreement, a
     corresponding allocation of the remaining portion of such interest on such
     P&I Advance and the payment thereof to one or more of the Mortgage Loans
     comprising the subject Serviced Loan Combination or any successor REO
     Mortgage Loans with respect thereto, and a corresponding deduction of the
     remaining portion of such interest on such P&I Advance from such remaining
     amounts otherwise so distributable under the related Co-Lender Agreement to
     one or more of the respective holders of the Mortgage Loans comprising the
     subject Serviced Loan Combination or any successor REO Mortgage Loans with
     respect thereto, all in accordance with the related Co-Lender Agreement,
     and taking into account the subordination of the Non-Trust Mortgage Loan(s)
     included in the subject Serviced Loan Combination or any successor


                                      -154-



     REO Mortgage Loan(s) with respect thereto); provided that, in the case of
     subclauses second and third of this clause (iv), such payment shall be made
     only to the extent the related P&I Advance has been or is contemporaneously
     being reimbursed and only insofar as such unpaid interest is not then
     payable pursuant to a withdrawal made in accordance with subclause first of
     this clause (iv);

               (v) to pay the Fiscal Agent, the Trustee, itself and the Special
     Servicer for any unpaid interest accrued and payable hereunder on any
     Servicing Advance made thereby under this Agreement with respect to the
     subject Serviced Loan Combination or any related Administered REO Property,
     any such payment (as and to the extent provided in the related Co-Lender
     Agreement) to be made pursuant to this clause (v) out of: first, any
     amounts on deposit in the related Loan Combination Custodial Account that
     would otherwise be distributable under the related Co-Lender Agreement to
     the holders of the Mortgage Loans comprising the subject Serviced Loan
     Combination or any successor REO Mortgage Loans with respect thereto as
     Default Charges on their respective Mortgage Loans or any successor REO
     Mortgage Loans with respect thereto, all in accordance with Section 3.26,
     with such payment to be deducted from such amounts otherwise so
     distributable; second, to the maximum extent permitted by the related
     Co-Lender Agreement, any amounts on deposit in the related Loan Combination
     Custodial Account that would otherwise be distributable under the related
     Co-Lender Agreement to the related Non-Trust Mortgage Loan Noteholder(s) as
     collections of interest on and/or principal of, or any other relevant
     amounts with respect to, the Non-Trust Mortgage Loan(s) included in the
     subject Serviced Loan Combination or any successor REO Mortgage Loan with
     respect thereto, with such payment to be deducted (if and to the extent so
     provided in the related Co-Lender Agreement) from such amounts otherwise so
     distributable; and third, any remaining amounts on deposit in the related
     Loan Combination Custodial Account that would otherwise be distributable
     under the related Co-Lender Agreement to the holders of the Mortgage Loans
     comprising the subject Serviced Loan Combination or any successor REO
     Mortgage Loans with respect thereto (with, if and to the extent applicable
     under the related Co-Lender Agreement, a corresponding allocation of the
     remaining portion of such interest on such Servicing Advance and the
     payment thereof to one or more of the Mortgage Loans comprising the subject
     Serviced Loan Combination or any successor REO Mortgage Loans with respect
     thereto, and a corresponding deduction of the remaining portion of such
     interest on such Servicing Advance from such remaining amounts otherwise so
     distributable under the related Co-Lender Agreement to one or more of the
     respective holders of the Mortgage Loans comprising the subject Serviced
     Loan Combination or any successor REO Mortgage Loans with respect thereto,
     all in accordance with the related Co-Lender Agreement, and taking into
     account the subordination of the Non-Trust Mortgage Loan(s) included in the
     subject Serviced Loan Combination or any successor REO Mortgage Loan(s)
     with respect thereto); provided that, in the case of subclause second and
     third of this clause (v), such payment shall be made only to the extent the
     related Servicing Advance has been or is contemporaneously being reimbursed
     and only insofar as such unpaid interest is not then payable pursuant to a
     withdrawal made in accordance with subclause first above of this clause
     (v);

               (vi) to pay to itself any earned and unpaid Master Servicing Fees
     with respect to each Mortgage Loan and successor REO Mortgage Loan
     contained in the subject Serviced Loan Combination, the right of the Master
     Servicer to payment pursuant to this clause (vi) with respect to any such
     Mortgage Loan or successor REO Mortgage Loan being limited to amounts


                                      -155-



     on deposit in the related Loan Combination Custodial Account that were
     received on or in respect of such Mortgage Loan or such successor REO
     Mortgage Loan, as the case may be, and are allocable as a recovery of
     interest thereon;

               (vii) to reimburse, first, the Fiscal Agent, second, the Trustee,
     and last, itself, in that order, for any unreimbursed P&I Advances made by
     such party (with its own funds) with respect to the Trust Mortgage Loan
     included in the subject Serviced Loan Combination or any successor REO
     Trust Mortgage Loan with respect thereto that such party has determined are
     Nonrecoverable Advances, any such reimbursement (as and to the extent
     provided in the related Co-Lender Agreement) to be made pursuant to this
     clause (vii) out of: first, to the maximum extent permitted under the
     related Co-Lender Agreement, any amounts on deposit in the related Loan
     Combination Custodial Account that would otherwise be distributable under
     the related Co-Lender Agreement to the related Non-Trust Mortgage Loan
     Noteholder(s) as collections of interest on and/or principal of, or any
     other relevant amounts with respect to, the Non-Trust Mortgage Loan(s)
     included in the subject Serviced Loan Combination or any successor REO
     Mortgage Loan(s) with respect thereto, with such payment to be deducted (if
     and to the extent so provided in the related Co-Lender Agreement) from such
     amounts otherwise so distributable; and second, any remaining amounts on
     deposit in the related Loan Combination Custodial Account that would
     otherwise be distributable under the related Co-Lender Agreement to the
     holders of the Mortgage Loans comprising the subject Serviced Loan
     Combination or any successor REO Mortgage Loans with respect thereto (with,
     if and to the extent applicable under the related Co-Lender Agreement, a
     corresponding allocation of the remaining portion of such P&I Advances and
     the reimbursement thereof to one or more of the Mortgage Loans comprising
     the subject Serviced Loan Combination or any successor REO Mortgage Loans
     with respect thereto, and a corresponding deduction of the remaining
     portion of such P&I Advances from such remaining amounts otherwise so
     distributable under the related Co-Lender Agreement to one or more of the
     respective holders of the Mortgage Loans comprising the subject Serviced
     Loan Combination or any successor REO Mortgage Loans with respect thereto,
     all in accordance with the related Co-Lender Agreement, and taking into
     account the subordination of the Non-Trust Mortgage Loan(s) included in the
     subject Serviced Loan Combination or any successor REO Mortgage Loan(s)
     with respect thereto);

               (viii) to reimburse, first, the Fiscal Agent, second, the
     Trustee, third, itself, and last, the Special Servicer, in that order, for
     any unreimbursed Servicing Advance made by such party (with its own funds)
     with respect to the subject Serviced Loan Combination or any related
     Administered REO Property that such party has determined is a
     Nonrecoverable Advance, any such reimbursement (as and to the extent
     provided in the related Co-Lender Agreement) to be made pursuant to this
     clause (viii) out of: first, to the maximum extent permitted by the related
     Co-Lender Agreement, amounts on deposit in the related Loan Combination
     Custodial Account that would otherwise be distributable under the related
     Co-Lender Agreement to the related Non-Trust Mortgage Loan Noteholder(s) as
     collections of interest on and/or principal of, or any other relevant
     amounts with respect to, the Non-Trust Mortgage Loan(s) included in the
     subject Serviced Loan Combination or any successor REO Mortgage Loan(s)
     with respect thereto, with such reimbursement to be deducted (if and to the
     extent so provided in the related Co-Lender Agreement) from the amounts
     otherwise so distributable; and, second, any remaining amounts on deposit
     in the related Loan Combination Custodial Account that would otherwise be
     distributable under the related Co-Lender Agreement to the holders of the
     Mortgage Loans comprising the


                                      -156-



     subject Serviced Loan Combination or any successor REO Mortgage Loans with
     respect thereto (with, if and to the extent applicable under the related
     Co-Lender Agreement, a corresponding allocation of the remaining portion of
     such Servicing Advance and the reimbursement thereof to one or more of the
     Mortgage Loans comprising the subject Serviced Loan Combination or any
     successor REO Mortgage Loans with respect thereto, and a corresponding
     deduction of the remaining portion of such Servicing Advance from such
     remaining amounts otherwise so distributable under the related Co-Lender
     Agreement to one or more of the respective holders of the Mortgage Loans
     comprising the subject Serviced Loan Combination or any successor REO
     Mortgage Loans with respect thereto, all in accordance with the related
     Co-Lender Agreement, and taking into account the subordination of the
     Non-Trust Mortgage Loan(s) included in the subject Serviced Loan
     Combination or any successor REO Mortgage Loan(s) with respect thereto);

               (ix) to pay to the Special Servicer any earned and unpaid Special
     Servicing Fees in respect of the subject Serviced Loan Combination, any
     such payment (as and to the extent provided in the related Co-Lender
     Agreement) to be made pursuant to this clause (ix) out of: first, to the
     maximum extent permitted under the related Co-Lender Agreement, any amounts
     on deposit in the related Loan Combination Custodial Account that would
     otherwise be distributable under the related Co-Lender Agreement to the
     related Non-Trust Mortgage Loan Noteholder(s) as collections of interest on
     and/or principal of, or any other relevant amounts with respect to, the
     Non-Trust Mortgage Loan(s) included in the subject Serviced Loan
     Combination or any successor REO Mortgage Loan(s) with respect thereto,
     with such payment to be deducted (if and to the extent so provided in the
     related Co-Lender Agreement) from such amounts otherwise so distributable;
     and, second, any remaining amounts on deposit in the related Loan
     Combination Custodial Account that would otherwise be distributable under
     the related Co-Lender Agreement to the holders of the Mortgage Loans
     comprising the subject Serviced Loan Combination or any successor REO
     Mortgage Loans with respect thereto (with, if and to the extent applicable
     under the related Co-Lender Agreement, a corresponding allocation of the
     remaining portion of such Special Servicing Fees and the payment thereof to
     one or more of the Mortgage Loans comprising the subject Serviced Loan
     Combination or any successor REO Mortgage Loans with respect thereto, and a
     corresponding deduction of the remaining portion of such Special Servicing
     Fees from such remaining amounts otherwise so distributable under the
     related Co-Lender Agreement to one or more of the respective holders of the
     Mortgage Loans comprising the subject Serviced Loan Combination or any
     successor REO Mortgage Loans with respect thereto, all in accordance with
     the related Co-Lender Agreement, and taking into account the subordination
     of the Non-Trust Mortgage Loan(s) included in the subject Serviced Loan
     Combination or any successor REO Mortgage Loan(s) with respect thereto);

               (x) to pay the Special Servicer (or, if applicable, a predecessor
     Special Servicer) earned and unpaid Workout Fees and Liquidation Fees in
     respect of the subject Serviced Loan Combination, in the amounts and,
     subject to the following priority, from the sources specified in Section
     3.11(c) out of: first, to the maximum extent permitted under the related
     Co-Lender Agreement, any amounts on deposit in the related Loan Combination
     Custodial Account that would otherwise be distributable under the related
     Co-Lender Agreement to the related Non-Trust Mortgage Loan Noteholder(s) as
     collections of interest on and/or principal of, or any other relevant
     amounts with respect to, the Non-Trust Mortgage Loan(s) included in the
     subject Serviced Loan Combination or any successor REO Mortgage Loan(s)


                                      -157-



     with respect thereto, with such payment to be deducted (if and to the
     extent so provided in the related Co-Lender Agreement) from such amounts
     otherwise so distributable; and, second, any remaining amounts on deposit
     in the related Loan Combination Custodial Account that would otherwise be
     distributable under the related Co-Lender Agreement to the holders of the
     Mortgage Loans comprising the subject Serviced Loan Combination or any
     successor REO Mortgage Loans with respect thereto (with, if and to the
     extent applicable under the related Co-Lender Agreement, a corresponding
     allocation of the remaining portion of such Workout Fees and/or Liquidation
     Fees and the payment thereof to one or more of the Mortgage Loans
     comprising the subject Serviced Loan Combination or any successor REO
     Mortgage Loans with respect thereto, and a corresponding deduction of the
     remaining portion of such Workout Fees and/or Liquidation Fees from such
     remaining amounts otherwise so distributable under the related Co-Lender
     Agreement to one or more of the respective holders of the Mortgage Loans
     comprising the subject Serviced Loan Combination or any successor REO
     Mortgage Loans with respect thereto, all in accordance with the related
     Co-Lender Agreement, and taking into account the subordination of the
     Non-Trust Mortgage Loan(s) included in the subject Serviced Loan
     Combination or any successor REO Mortgage Loan(s) with respect thereto);

               (xi) to pay for (A) costs and expenses incurred with respect to
     the Mortgaged Property securing the subject Serviced Loan Combination
     pursuant to Section 3.09(c) (other than the costs of environmental testing,
     which are to be covered by, and reimbursable as, a Servicing Advance), (B)
     the costs and expenses of obtaining appraisals of such Mortgaged Property
     pursuant to Section 3.11(h), 3.18 or Section 4.03(c), as applicable, (C)
     any servicing expenses incurred with respect to the subject Serviced Loan
     Combination or any related REO Property, that would, if advanced,
     constitute Nonrecoverable Servicing Advances, in accordance with Section
     3.11(i), and (D) the fees of any Independent Contractor retained with
     respect to any Administered REO Property related to the subject Serviced
     Loan Combination pursuant to Section 3.17(d) (to the extent that it has not
     paid itself such fees prior to remitting collections on such Administered
     REO Property to the Special Servicer), any such payment (as and to the
     extent provided in the related Co-Lender Agreement) to be made pursuant to
     this clause (xi) out of: first, to the maximum extent permitted under the
     related Co-Lender Agreement, any amounts on deposit in the related Loan
     Combination Custodial Account that would otherwise be distributable under
     the related Co-Lender Agreement to the related Non-Trust Mortgage Loan
     Noteholder(s) as collections of interest on and/or principal of, or any
     other relevant amounts with respect to, the Non-Trust Mortgage Loan(s)
     included in the subject Serviced Loan Combination or any successor REO
     Mortgage Loan(s) with respect thereto, with such payment to be deducted (if
     and to the extent so provided in the related Co-Lender Agreement) from such
     amounts otherwise so distributable; and, second, any remaining amounts on
     deposit in the related Loan Combination Custodial Account that would
     otherwise be distributable under the related Co-Lender Agreement to the
     holders of the Mortgage Loans comprising the subject Serviced Loan
     Combination or any successor REO Mortgage Loans with respect thereto (with,
     if and to the extent applicable under the related Co-Lender Agreement, a
     corresponding allocation of the remaining portion of such items specified
     in subclauses (A)-(D) of this clause (xi) and the payment thereof to one or
     more of the Mortgage Loans comprising the subject Serviced Loan Combination
     or any successor REO Mortgage Loans with respect thereto, and a
     corresponding deduction of the remaining portion of such items specified in
     subclauses (A)-(D) of this clause (xi) from such remaining amounts
     otherwise so distributable under the related Co-Lender Agreement to one or
     more of the respective holders of the Mortgage Loans comprising the


                                      -158-



     subject Serviced Loan Combination or any successor REO Mortgage Loans with
     respect thereto, all in accordance with the related Co-Lender Agreement,
     and taking into account the subordination of the Non-Trust Mortgage Loan(s)
     included in the subject Serviced Loan Combination or any successor REO
     Mortgage Loan(s) with respect thereto);

               (xii) to pay itself, as additional master servicing compensation
     in accordance with Section 3.11(b), interest and investment income earned
     in respect of amounts held in the related Loan Combination Custodial
     Account as provided in Section 3.06(b), but only to the extent of the Net
     Investment Earnings with respect to the related Loan Combination Custodial
     Account for any related Investment Period;

               (xiii) to pay itself, the Special Servicer, the Depositor or any
     of their respective members, managers, directors, officers, employees and
     agents, as the case may be, any amounts payable to any such Person pursuant
     to Section 6.03, to the extent such amounts relate to the subject Loan
     Combination, any such payment (as and to the extent provided in the related
     Co-Lender Agreement) to be made pursuant to this clause (xiii) out of:
     first, to the maximum extent permitted under the related Co-Lender
     Agreement, any amounts on deposit in the related Loan Combination Custodial
     Account that would otherwise be distributable under the related Co-Lender
     Agreement to the related Non-Trust Mortgage Loan Noteholder(s) as
     collections of interest on and/or principal of, or any other relevant
     amounts with respect to, the Non-Trust Mortgage Loan(s) included in the
     subject Serviced Loan Combination or any successor REO Mortgage Loan(s)
     with respect thereto, with such payment to be deducted (if and to the
     extent so provided in the related Co-Lender Agreement) from such amounts
     otherwise so distributable; and, second, any remaining amounts on deposit
     in the related Loan Combination Custodial Account that would otherwise be
     distributable under the related Co-Lender Agreement to the holders of the
     Mortgage Loans comprising the subject Serviced Loan Combination or any
     successor REO Mortgage Loans with respect thereto (with, if and to the
     extent applicable under the related Co-Lender Agreement, a corresponding
     allocation of the remaining portion of such amounts payable pursuant to
     Section 6.03 and the payment thereof to one or more of the Mortgage Loans
     comprising the subject Serviced Loan Combination or any successor REO
     Mortgage Loans with respect thereto, and a corresponding deduction of the
     remaining portion of such amounts payable pursuant to Section 6.03 from
     such remaining amounts otherwise so distributable under the related
     Co-Lender Agreement to one or more of the respective holders of the
     Mortgage Loans comprising the subject Serviced Loan Combination or any
     successor REO Mortgage Loans with respect thereto, all in accordance with
     the related Co-Lender Agreement, and taking into account the subordination
     of the Non-Trust Mortgage Loan(s) included in the subject Serviced Loan
     Combination or any successor REO Mortgage Loan(s) with respect thereto);

               (xiv) to pay (out of amounts otherwise payable thereto under the
     related Co-Lender Agreement on any related Loan Combination Master Servicer
     Remittance Date) the respective shares of the holders of the Mortgage Loans
     or any REO Mortgage Loans contained in the subject Serviced Loan
     Combination of the cost of recording of the related Co-Lender Agreement in
     accordance with such Co-Lender Agreement;

               (xv) to pay for the cost of recording this Agreement and the cost
     of any corresponding Opinion of Counsel, insofar as such recordation is for
     the benefit of the holders of


                                      -159-



     the Mortgage Loans or any successor REO Mortgage Loans contained in the
     subject Serviced Loan Combination, any such payment (as and to the extent
     provided in the related Co-Lender Agreement) to be made pursuant to this
     clause (xv) out of: first, to the maximum extent permitted under the
     related Co-Lender Agreement, any amounts on deposit in the related Loan
     Combination Custodial Account that would otherwise be distributable under
     the related Co-Lender Agreement to the related Non-Trust Mortgage Loan
     Noteholder(s) as collections of interest on and/or principal of, or any
     other relevant amounts with respect to, the Non-Trust Mortgage Loan(s)
     included in the subject Serviced Loan Combination or any successor REO
     Mortgage Loan(s) with respect thereto, with such payment to be deducted (if
     and to the extent so provided in the related Co-Lender Agreement) from such
     amounts otherwise so distributable; and, second, any remaining amounts on
     deposit in the related Loan Combination Custodial Account that would
     otherwise be distributable under the related Co-Lender Agreement to the
     holders of the Mortgage Loans comprising the subject Serviced Loan
     Combination or any successor REO Mortgage Loans with respect thereto (with,
     if and to the extent applicable under the related Co-Lender Agreement, a
     corresponding allocation of the remaining portion of such costs and the
     payment thereof to one or more of the Mortgage Loans comprising the subject
     Serviced Loan Combination or any successor REO Mortgage Loans with respect
     thereto, and a corresponding deduction of the remaining portion of such
     costs from such remaining amounts otherwise so distributable under the
     related Co-Lender Agreement to one or more of the respective holders of the
     Mortgage Loans comprising the subject Serviced Loan Combination or any
     successor REO Mortgage Loans with respect thereto, all in accordance with
     the related Co-Lender Agreement, and taking into account the subordination
     of the Non-Trust Mortgage Loan(s) included in the subject Serviced Loan
     Combination or any successor REO Mortgage Loan(s) with respect thereto);

               (xvi) to the extent (A) consistent with the Co-Lender Agreement
     for the subject Serviced Loan Combination and (B) not otherwise included
     among the payments contemplated by clause (i) above of this Section 3.05A,
     to transfer to the Pool Custodial Account the aggregate of all Additional
     Trust Fund Expenses and/or any other amounts relating to the subject
     Serviced Loan Combination, that have been previously paid out of the Pool
     Custodial Account pursuant to Section 3.05(a) and that, if not previously
     paid out of the Pool Custodial Account in accordance with Section 3.05(a),
     would have been otherwise payable from such Loan Combination Custodial
     Account under this Section 3.05A;

               (xvii) if the related Co-Lender Agreement permits any related
     Non-Trust Mortgage Loan Noteholder to cure defaults under the Trust
     Mortgage Loan included in the subject Serviced Loan Combination, to
     reimburse any amounts paid by the applicable Non-Trust Mortgage Loan
     Noteholder in connection with exercising such cure rights, such Non-Trust
     Mortgage Loan Noteholder's right to reimbursement under this clause (xvii)
     to be limited to amounts on deposit in the related Loan Combination
     Custodial Account that represent collections on the subject Serviced Loan
     Combination that are specifically allocable to such reimbursement in
     accordance with the related Co-Lender Agreement; and

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


                                      -160-



          The Master Servicer shall keep and maintain separate accounting
records in connection with any withdrawal from each Loan Combination Custodial
Account pursuant to clauses (ii) through (xvii of the preceding paragraph.

          The Master Servicer shall pay to each of the Special Servicer (or to
third-party contractors at the direction of the Special Servicer), the Trustee
or the Fiscal Agent, as applicable, from each Loan Combination Custodial
Account, amounts permitted to be paid thereto from such account promptly upon
receipt of a written statement of (i) a Servicing Officer of the Special
Servicer or (ii) a Responsible Officer of the Trustee or the Fiscal Agent, as
the case may be, in each case describing the item and amount to which the
Special Servicer (or such third-party contractor), the Trustee or the Fiscal
Agent, as the case may be, is entitled (unless such payment to the Special
Servicer, the Trustee or the Fiscal Agent, as the case may be, is clearly
required pursuant to this Agreement, in which case written statements shall not
be required). The Master Servicer may rely conclusively on any such written
statement and shall have no duty to re-calculate the amounts stated therein. The
parties seeking payment pursuant to this section shall each keep and maintain
separate accounting for the purpose of justifying any request for withdrawal
from each Loan Combination Custodial Account, on a loan-by-loan basis.

          In the case of each Serviced Loan Combination, the Master Servicer
shall remit or cause to be remitted to the respective Serviced Non-Trust
Mortgage Loan Noteholder, within one Business Day of the Master Servicer's
receipt thereof, late collections (not including Principal Prepayments) received
on the related Serviced Non-Trust Mortgage Loan subsequent to the related
Determination Date therefor in any particular month (exclusive of any portion of
such amount payable or reimbursable to any third party in accordance in
accordance with this Agreement and the related Co-Lender Agreement), to the
extent such amount is not otherwise included or scheduled to be included in a
normal monthly remittance during such month to such Serviced Non-Trust Mortgage
Loan Noteholder and in respect of which an advance is required to be made or has
been made by a service provider of the related securitization trust.

          To the extent (i) consistent with the Co-Lender Agreement for the
related Serviced Loan Combination and (ii) not otherwise included as part of the
normal monthly remittance, the Master Servicer shall transfer from each Loan
Combination Custodial Account to the Pool Custodial Account, promptly upon
amounts for such purposes becoming available in such Loan Combination Custodial
Account, the aggregate of all Additional Trust Fund Expenses and/or any other
amounts relating to such Serviced Loan Combination, that have been previously
paid out of the Pool Custodial Account pursuant to Section 3.05(a) and that, if
not previously paid out of the Pool Custodial Account in accordance with Section
3.05(a), would have been otherwise payable from such Loan Combination Custodial
Account under this Section 3.05A.

          In accordance with Article IV of the Co-Lender Agreement for each
Serviced Loan Combination, the Master Servicer shall, on each applicable Loan
Combination Master Servicer Remittance Date, withdraw from the related Loan
Combination Custodial Account and (i) transfer to the Pool Custodial Account all
amounts required to be remitted to the Trust with respect to the Trust Mortgage
Loan included in such Serviced Loan Combination and/or any successor REO Trust
Mortgage Loan with respect thereto, pursuant to the related Co-Lender Agreement,
and (ii) remit to the related Serviced Non-Trust Mortgage Loan Noteholder(s) all
amounts required to be remitted thereto with respect to the Serviced Non-Trust
Mortgage Loan(s) included in such Serviced Loan Combination and/or any successor
REO Mortgage Loan with respect thereto, pursuant to the related Co-Lender


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Agreement. Monthly remittances to the holder(s) of the Non-Trust Mortgage
Loan(s) included in any Serviced Loan Combination and/or any successor REO
Mortgage Loan(s) with respect thereto shall, in each case, be made on the
applicable Loan Combination Master Servicer Remittance Date in accordance with
the reasonable instructions of such respective holder(s), including as to the
method of payment (which shall be by wire transfer of immediately available
funds, if so requested).

          SECTION 3.06. Investment of Funds in the Collection Account, the
                        Servicing Accounts, the Reserve Accounts, the Defeasance
                        Deposit Account, the Custodial Accounts, the REO
                        Accounts, the Interest Reserve Account and the Excess
                        Liquidation Proceeds Account.

          (a) (i) The Master Servicer may direct in writing any depository
institution maintaining a Servicing Account, a Reserve Account, the Defeasance
Deposit Account or a Custodial Account (any of the foregoing accounts listed in
this clause (i), a "Master Servicer Account"), (ii) the Special Servicer may
direct in writing any depository institution maintaining an REO Account, and
(iii) the Trustee may direct (pursuant to a standing order or otherwise) any
depository institution maintaining the Collection Account, the Interest Reserve
Account or the Excess Liquidation Proceeds Account (any of the foregoing
accounts listed in this clause (iii), a "Trustee Account"; and any of the Master
Servicer Accounts, the REO Accounts and Trustee Accounts, an "Investment
Account"), to invest, or if it is such depository institution, may itself
invest, the funds held therein (other than, in the case of the Pool Custodial
Account and the Collection Account, the Initial Deposits) in one or more
Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (x) no later than the Business Day immediately
preceding the next succeeding date on which such funds are required to be
withdrawn from such account pursuant to this Agreement or (y) if and to the
extent that the depository institution maintaining such Investment Account is
the obligor on such investment, no later than the time and date as of which such
funds are required to be withdrawn from such account pursuant to this Agreement
(but in any event prior to distributions on the Certificates or any transfers to
another Investment Account being made on or before the related Distribution
Date); provided that in the case of any Servicing Account, any Reserve Account
or the Defeasance Deposit Account, such investment direction shall be subject to
the related loan documents and applicable law.

          All such Permitted Investments shall be held to maturity, unless
payable on demand. Any investment of funds in an Investment Account shall be
made in the name of the Trustee (in its capacity as such) and, in the case of a
Permitted Investment in any Investment Account solely related to a Serviced Loan
Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s). The
Master Servicer (with respect to Permitted Investments of amounts in the Master
Servicer Accounts) and the Special Servicer (with respect to Permitted
Investments of amounts in the REO Accounts), on behalf of the Trustee and, in
the case of any Investment Account solely related to a Serviced Loan
Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s), or the
Trustee in its capacity as such (in the case of any Trustee Account), shall (i)
be the "entitlement holder" of any Permitted Investment that is a "security
entitlement" and (ii) maintain "control" of any Permitted Investment that is a
"certificated security", "uncertificated security" or "deposit account". The
Trustee hereby designates the Master Servicer (with respect to Permitted
Investments of amounts in the Master Servicer Accounts) and the Special Servicer
(with respect to Permitted Investments of amounts in the REO Accounts), as
applicable, as the Person that shall be the "entitlement holder" and maintain
"control" as set forth under clauses (i) and (ii) above. For purposes of this
Section 3.06(a), (i) the terms "entitlement holder", "security entitlement",
"control" (except with respect to deposit accounts),


                                      -162-



"certificated security" and "uncertificated security" shall have the meanings
given such terms in Revised Article 8 (1994 Revision) of the UCC, and the terms
"control" (with respect to deposit accounts) and "deposit account" shall have
the meanings given such terms in Revised Article 9 (1998 Revision) of the UCC,
and (ii) "control" of any Permitted Investment in any Investment Account by the
Master Servicer or the Special Servicer shall constitute "control" by a Person
designated by, and acting on behalf of, the Trustee and, in the case of any
Investment Account solely related to a Serviced Loan Combination, the related
Serviced Non-Trust Mortgage Loan Noteholder(s), for purposes of Revised Article
8 (1994 Revision) of the UCC or Revised Article 9 (1998 Revision) of the UCC, as
applicable. If amounts on deposit in an Investment Account are at any time
invested in a Permitted Investment payable on demand, the Master Servicer (in
the case of any Master Server Account), the Special Servicer (in the case of the
REO Accounts) or the Trustee (in the case of any Trustee Account) shall:

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

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

          (b) Whether or not the Master Servicer directs the investment of funds
in any of the Master Servicer Accounts, interest and investment income realized
on funds deposited therein, to the extent of the Net Investment Earnings, if
any, for each such Investment Account for each related Investment Period (and,
in the case of Servicing Accounts, Reserve Accounts and the Defeasance Deposit
Account, to the extent not otherwise payable to Mortgagors under applicable law
or the related loan documents), shall be for the sole and exclusive benefit of
the Master Servicer and shall be subject to its withdrawal in accordance with
Section 3.03(a), 3.03(d), 3.04(a), 3.04A(b), 3.05(a) or 3.05A, as applicable.
Whether or not the Special Servicer directs the investment of funds in any of
the REO Accounts, interest and investment income realized on funds deposited
therein, to the extent of the Net Investment Earnings, if any, for such
Investment Account for each related Investment Period, shall be for the sole and
exclusive benefit of the Special Servicer and shall be subject to its withdrawal
in accordance with Section 3.16(b). Whether or not the Trustee directs the
investment of funds in any of the Trustee Accounts, interest and investment
income realized on funds deposited therein, to the extent of the Net Investment
Earnings, if any, for such Investment Account for each related Investment
Period, shall be for the sole and exclusive benefit of the Trustee and shall be
subject to its withdrawal in accordance with Section 3.05(b), 3.05(c) or
3.05(d), as the case may be. If any loss shall be incurred in respect of any
Permitted Investment on deposit in any Investment Account, the Master Servicer
(in the case of (i) the Servicing Accounts, the Reserve Accounts and the
Defeasance Deposit Account (except to the extent that any investment of funds
with respect thereto is at the direction of a Mortgagor in accordance with the
related loan documents or applicable law) and (ii) the Custodial Accounts), the
Special Servicer (in the case of the REO Accounts) and the Trustee (in the case
of any Trustee Account) shall promptly deposit therein from its own funds,
without right of reimbursement, no later than the end of the related Investment
Period, during which such loss was incurred, the amount of the Net Investment
Loss, if any, for such Investment Account for such Investment Period.
Notwithstanding any of the foregoing provisions of this Section 3.06, no party
shall be required under this Agreement to deposit any


                                      -163-



loss on a deposit of funds in an Investment Account if such loss is incurred
solely as a result of the insolvency of the federal or state chartered
depository institution or trust company with which such deposit was maintained
so long as such depository institution or trust company satisfied the conditions
set forth in the definition of "Eligible Account" at the time such deposit was
made and also as of a date no earlier than 30 days prior to the insolvency.

          (c) Except as expressly provided otherwise in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may, and subject to Section 8.02, upon the request of
the Certificateholders entitled to a majority of the Voting Rights allocated to
any Class, shall take such action as may be appropriate to enforce such payment
or performance, including the institution and prosecution of appropriate
proceedings.

          (d) Notwithstanding the investment of funds held in any Investment
Account, for purposes of the calculations hereunder, including the calculation
of the Available Distribution Amount and the Master Servicer Remittance Amount,
the amounts so invested shall be deemed to remain on deposit in such Investment
Account.

          (e) Notwithstanding the foregoing, the Initial Deposits shall remain
uninvested.

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

          (a) The Master Servicer shall use reasonable efforts, consistent with
the Servicing Standard, to cause to be maintained for each Mortgaged Property
that secures a Serviced Mortgage Loan and is not an REO Property, all insurance
coverage as is required under the related Mortgage Loan (except to the extent
that the failure to maintain such insurance coverage is an Acceptable Insurance
Default); provided that, if and to the extent that any such Mortgage permits the
holder thereof any discretion (by way of consent, approval or otherwise) as to
the insurance coverage that the related Mortgagor is required to maintain, the
Master Servicer or Special Servicer, as the case may be, shall exercise such
discretion in a manner consistent with the Servicing Standard; and provided,
further, that, if and to the extent that a Mortgage so permits, the Master
Servicer or Special Servicer, as the case may be, shall use reasonable efforts
to require the related Mortgagor to obtain the required insurance coverage from
Qualified Insurers that, in each case, have the applicable Required Insurer
Rating; and provided, further, that the Master Servicer shall cause to be
maintained, with Qualified Insurers that, in each case, have the applicable
Required Insurer Rating, for any such Mortgaged Property any such insurance that
the related Mortgagor is required but fails to maintain, but only to the extent
that (i) the Trustee (as mortgagee of record on behalf of the Certificateholders
or, in the case of a Mortgaged Property that secures a Serviced Loan
Combination, the Certificateholders and the related Non-Trust Mortgage Loan
Noteholder(s)) has an insurable interest, and (ii) either (A) such insurance is
available at a commercially reasonable rate, or (B) solely in the case of
all-risk insurance or other insurance that covers losses from acts of terrorism,
the failure by the Mortgagor to maintain such insurance has not been determined
by the Special Servicer to constitute an Acceptable Insurance Default. The
related Serviced Loan Combination Controlling Party (in the case of a Mortgaged
Property that secures a Serviced Loan Combination) or the Controlling Class
Representative (in the case of any other Mortgaged Property securing a Serviced
Mortgage Loan) may request that earthquake insurance be secured for such
Mortgaged Property by the related Mortgagor, to the extent that (i) such
insurance may


                                      -164-



be obtained at a commercially reasonable price and (ii) the related loan
documents and applicable law give the mortgagee the right to request such
insurance coverage and such loan documents require the Mortgagor to obtain
earthquake insurance at the request of the mortgagee. Subject to Section
3.17(a), the Special Servicer, in accordance with the Servicing Standard, shall
also cause to be maintained for each Administered REO Property no less insurance
coverage than was previously required of the Mortgagor under the related
Mortgage; provided that such insurance is available at commercially reasonable
rates and the subject hazards are at the time commonly insured against for
properties similar to the subject Administered REO Property located in or around
the region in which such Administered REO Property is located (or, in the case
of all-risk insurance or other insurance that covers acts of terrorism, either
such insurance is available at a commercially reasonable rate or, based upon due
inquiry in accordance with the Servicing Standard, the subject hazards are at
the time commonly insured against for properties similar to the subject
Administered REO Property located in or around the region in which such
Administered REO Property is located); and provided, further, that all such
insurance shall be obtained from Qualified Insurers that, in each case, shall
have the applicable Required Insurer Rating. All such insurance policies shall
contain (if they insure against loss to property and do not relate to an REO
Property) a "standard" mortgagee clause, with loss payable to the Master
Servicer (in the case of insurance maintained in respect of Serviced Mortgage
Loans, including Specially Serviced Mortgage Loans), and shall be in the name of
the Special Servicer (in the case of insurance maintained in respect of
Administered REO Properties), on behalf of the Trustee. If the Special Servicer
is in the process of making a determination, in the case of all-risk insurance
or other insurance that covers losses from acts of terrorism, as to whether the
failure by the Mortgagor under any Mortgage Loan to maintain such insurance
constitutes an Acceptable Insurance Default, then, during the period of such
evaluation by the Special Servicer, the Master Servicer shall not be liable for
any loss related to its failure to require the related Mortgagor to maintain
terrorism insurance and shall not be in default of its obligations hereunder as
a result of such failure to maintain terrorism insurance provided that the
Master Servicer used reasonable efforts in accordance with the Servicing
Standard required by this Section 3.07(a) to cause such Mortgagor to maintain
such insurance and has given prompt written notice to the Special Servicer of
its determination that it will not be successful in its efforts to cause the
Mortgagor to obtain such insurance, along with its determination, and any
information in its possession, regarding the availability and cost of such
insurance. The Special Servicer shall promptly notify the Master Servicer of
each such determination under this paragraph.

          Any amounts collected by the Master Servicer or the Special Servicer
under any such policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or REO Property or amounts to be
released to the related Mortgagor, in each case subject to the rights of any
tenants and ground lessors, as the case may be, and in each case in accordance
with the terms of the related Mortgage and the Servicing Standard) shall be
deposited in the applicable Custodial Account in accordance with Section 3.04(a)
or 3.04A(a), as applicable, in the case of amounts received in respect of a
Serviced Mortgage Loan, or in the applicable REO Account in accordance with
Section 3.16(b), in the case of amounts received in respect of an Administered
REO Property. Any cost incurred by the Master Servicer or the Special Servicer
in maintaining any such insurance (including any earthquake insurance maintained
at the request of a Serviced Loan Combination Controlling Party or the
Controlling Class Representative, as applicable) shall not, for purposes hereof,
including calculating monthly distributions to Certificateholders, be added to
the unpaid principal balance or Stated Principal Balance of the related Serviced
Mortgage Loan(s) or REO Mortgage Loan(s), notwithstanding that the terms of such
loan so permit, but shall be recoverable by the Master Servicer or the Special
Servicer, as applicable, as a Servicing Advance.


                                      -165-



          (b) If either the Master Servicer or the Special Servicer shall obtain
and maintain, or cause to be obtained and maintained, a blanket policy or master
force placed policy insuring against hazard losses on all of the Serviced
Mortgage Loans and/or Administered REO Properties that it is required to service
and administer, then, to the extent such policy (i) is obtained from a Qualified
Insurer having (or whose obligations are guaranteed or backed, in writing, by an
entity having) the applicable Required Insurer Rating, and (ii) provides
protection equivalent to the individual policies otherwise required, then the
Master Servicer or the Special Servicer, as the case may be, shall conclusively
be deemed to have satisfied its obligation to cause hazard insurance to be
maintained on the related Mortgaged Properties and/or the subject Administered
REO Properties. Such blanket policy or master force placed policy may contain a
deductible clause (not in excess of a customary amount), in which case the
Master Servicer or the Special Servicer, as appropriate, shall, if there shall
not have been maintained on the related Mortgaged Property or subject
Administered REO Property an individual hazard insurance policy complying with
the requirements of Section 3.07(a), and there shall have been one or more
losses that would have been covered by such individual policy, promptly deposit
into the applicable Custodial Account from its own funds the amount not
otherwise payable under the blanket policy or master force placed policy because
of the deductible clause therein, to the extent that any such deductible exceeds
the deductible limitation that pertained to the related Serviced Mortgage Loan
(or in the absence of any such deductible limitation, the deductible limitation
for an individual policy which is consistent with the Servicing Standard). The
Master Servicer or the Special Servicer, as appropriate, shall prepare and
present, on behalf of itself, the Trustee, the Certificateholders and, in the
case of a Mortgaged Property that secures a Serviced Loan Combination, the
related Non-Trust Mortgage Loan Noteholder(s), claims under any such blanket
policy or master force placed policy in a timely fashion in accordance with the
terms of such policy.

          (c) Subject to the third paragraph of this Section 3.07(c), each of
the Master Servicer and the Special Servicer shall at all times during the term
of this Agreement (or, in the case of the Special Servicer, at all times during
the term of this Agreement in which Specially Serviced Mortgage Loans and/or
Administered REO Properties are part of the Trust Fund) keep in force with
Qualified Insurers that in each case have (or whose obligations are in each case
guaranteed or backed, in writing, by an entity that has) the applicable Required
Insurer Rating, a fidelity bond, which fidelity bond shall be in such form and
amount as would permit it to be a qualified Fannie Mae seller-servicer of
multifamily mortgage loans, or in such other form and amount as would not cause
an Adverse Rating Event with respect to any Class of Certificates (as evidenced
in writing from each Rating Agency). Each of the Master Servicer and the Special
Servicer shall be deemed to have complied with the foregoing provision if an
Affiliate thereof has such fidelity bond coverage and, by the terms of such
fidelity bond, the coverage afforded thereunder extends to the Master Servicer
or the Special Servicer, as the case may be.

          Subject to the third paragraph of this Section 3.07(c), each of the
Master Servicer and the Special Servicer shall at all times during the term of
this Agreement (or, in the case of the Special Servicer, at all times during the
term of this Agreement in which Specially Serviced Mortgage Loans and/or
Administered REO Properties are part of the Trust Fund) also keep in force with
Qualified Insurers that in each case have (or whose obligations are in each case
guaranteed or backed, in writing, by an entity that has) the applicable Required
Insurer Rating, a policy or policies of insurance covering loss occasioned by
the errors and omissions of its officers and employees in connection with its
servicing obligations hereunder, which policy or policies shall be in such form
and amount as would permit it to be a qualified Fannie Mae seller-servicer of
multifamily mortgage loans, or in such other


                                      -166-



form and amount as would not cause an Adverse Rating Event with respect to any
Class of Certificates (as evidenced in writing from each Rating Agency). Each of
the Master Servicer and the Special Servicer shall be deemed to have complied
with the foregoing provisions if an Affiliate thereof has such insurance and, by
the terms of such policy or policies, the coverage afforded thereunder extends
to the Master Servicer or the Special Servicer, as the case may be.

          Notwithstanding the foregoing, for so long as the long-term debt
obligations of the Master Servicer or Special Servicer (or its direct corporate
parent if such parent is responsible for the obligations of the Master Servicer
or Special Servicer, as applicable), as the case may be, are rated at least "A"
from S&P and "A" from Fitch (or, in the case of any such Rating Agency, such
lower rating as will not result in an Adverse Rating Event with respect to any
Class of Certificates rated by such Rating Agency, as evidenced in writing by
such Rating Agency), such Person may self-insure with respect to the risks
described in this Section 3.07(c).

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

          The Master Servicer (in the case of Performing Serviced Mortgage
Loans) and the Special Servicer (in the case of Specially Serviced Mortgage
Loans and Administered REO Properties) shall each abide by the terms and
conditions precedent to payment of claims under the Environmental Insurance
Policies with respect to the Environmentally Insured Mortgage Loans (other than,
if applicable, any Outside Serviced Trust Mortgage Loan) and take all such
actions as may be required to comply with the terms and provisions of such
policies in order to maintain such policies in full force and effect and to make
claims thereunder.

          In the event that either the Master Servicer or the Special Servicer
receives notice of a termination of any Environmental Insurance Policy with
respect to an Environmentally Insured Mortgage Loan (other than, if applicable,
an Outside Serviced Trust Mortgage Loan), then the party


                                      -167-



receiving such notice shall, within five (5) Business Days after receipt
thereof, provide written notice of such termination to the other such party and
the Trustee. Upon receipt of such notice, the Master Servicer, with respect to a
Performing Serviced Mortgage Loan, or the Special Servicer, with respect to a
Specially Serviced Mortgage Loan or an Administered REO Property, shall address
such termination in accordance with Section 3.07(a). Any legal fees, premiums or
other out-of-pocket costs incurred in accordance with the Servicing Standard in
connection with enforcing the obligations of the Mortgagor under any
Environmental Insurance Policy or a resolution of such termination of an
Environmental Insurance Policy shall be paid by the Master Servicer and shall be
reimbursable to it as a Servicing Advance.

          The Master Servicer (with respect to Performing Serviced Mortgage
Loans) and the Special Servicer (with respect to Specially Serviced Mortgage
Loans) shall monitor the actions, and enforce the obligations, of the related
Mortgagor under each Environmentally Insured Mortgage Loan (other than, if
applicable, an Outside Serviced Trust Mortgage Loan) insofar as such
actions/obligations relate to (i) to the extent consistent with Section 3.07(a),
the maintenance (including, without limitation, any required renewal) of an
Environmental Insurance Policy with respect to the related Mortgaged Property or
(ii) environmental testing or remediation at the related Mortgaged Property.

          SECTION 3.08. Enforcement of Alienation Clauses.

          (a) If, with respect to any Performing Serviced Mortgage Loan, the
Master Servicer receives a request from a Mortgagor regarding the transfer of
the related Mortgaged Property to, and assumption of such Performing Serviced
Mortgage Loan by, another Person and/or transfers of certain interests in such
Mortgagor (including, without limitation, sales or transfers of the related
Mortgaged Property (in full or in part) or the sale, transfer, pledge or
hypothecation of direct or indirect interests in the related Mortgagor or its
owners) or, in the case of a Performing Serviced Mortgage Loan that by its terms
permits transfer or assumption without the consent of the lender so long as
certain conditions are satisfied, a request by the related Mortgagor for a
determination that such conditions have been satisfied, then the Master Servicer
shall immediately notify the Special Servicer of such request, perform an
underwriting analysis in connection therewith and deliver to the Special
Servicer such underwriting analysis and any documents or other materials that
the Master Servicer shall have received regarding the proposed transfer and, if
applicable, the proposed assumption. The Special Servicer shall have the right
hereunder to, in accordance with the Servicing Standard, withhold or grant
consent to any such request for such transfer and/or assumption and/or to make a
determination as to whether the conditions to transfer or assumption (as
described above) have been satisfied, as applicable, each in accordance with the
terms of the subject Performing Serviced Mortgage Loan and this Agreement;
provided that any grant of consent on the part of the Special Servicer shall be
subject to Section 3.08(d), Section 6.11 and/or Section 6.12, in each case if
and as applicable. If the Special Servicer, in accordance with the Servicing
Standard, (i) withholds or denies its consent to any such request for such
transfer and/or assumption with respect to any Performing Serviced Mortgage Loan
and/or (ii) determines, with respect to any Performing Serviced Mortgage Loan
that by its terms permits transfer or assumption without lender consent so long
as certain conditions are satisfied, that such conditions have not been
satisfied, then in either case the Master Servicer shall not permit the
requested transfer or assumption of such Performing Serviced Mortgage Loan. If
the Special Servicer consents to such proposed transfer and/or assumption and/or
determines that the conditions to transfer or assumption have been satisfied,
the Master Servicer shall process such request of the related Mortgagor; and, in
the case of a transfer of the related Mortgaged Property to, and assumption of
such Performing Serviced Mortgage Loan by, another


                                      -168-



Person, the Master Servicer (subject to Section 3.08(d)) shall be authorized to
enter into an assumption or substitution agreement with the Person, which shall
be a Single Purpose Entity, to whom the related Mortgaged Property has been or
is proposed to be conveyed and/or release the original Mortgagor from liability
under such Performing Serviced Mortgage Loan and substitute as obligor
thereunder the Person to whom the related Mortgaged Property has been or is
proposed to be conveyed; provided, however, that the Master Servicer shall not
enter into any such agreement to the extent that any terms thereof would result
in an Adverse REMIC Event or Adverse Grantor Trust Event or create any lien on a
Mortgaged Property that is senior to, or on parity with, the lien of the related
Mortgage. The Master Servicer shall notify the Trustee, the Special Servicer,
each Rating Agency, the Controlling Class Representative and, in the case of a
Serviced Loan Combination that consists of Performing Serviced Mortgage Loans,
the related Serviced Non-Trust Mortgage Loan Noteholder(s), of any assumption or
substitution agreement executed pursuant to this Section 3.08(a) and shall
forward thereto a copy of such agreement together with a Review Package. Subject
to the terms of the related loan documents, no assumption of a
Cross-Collateralized Mortgage Loan shall be made without the assumption of all
other Serviced Trust Mortgage Loans making up the related Cross-Collateralized
Group. Further, subject to the terms of the related loan documents and
applicable law, no assumption of a Serviced Mortgage Loan shall be made or
transfer of interest in a Mortgagor approved, unless all costs in connection
therewith, including any arising from seeking Rating Agency confirmation, are
paid by the related Mortgagor.

          (b) If, with respect to a Specially Serviced Mortgage Loan, the Master
Servicer receives a request from a Mortgagor for consent to a transfer of the
related Mortgaged Property and assumption of such Specially Serviced Mortgage
Loan and/or consent to a transfer of interests in the related Mortgagor
(including, without limitation, sales or transfers of the related Mortgaged
Property (in full or in part) or the sale, transfer, pledge or hypothecation of
direct or indirect interests in the related Mortgagor or its owners) or in the
case of a Specially Serviced Mortgage Loan that by its terms permits transfer or
assumption without the consent of the lender so long as certain conditions are
satisfied, a request by the related Mortgagor for a determination that such
conditions have been satisfied, the Master Servicer shall immediately notify the
Special Servicer of such request and deliver to the Special Servicer any
documents that the Master Servicer shall have received regarding the proposed
transfer and assumption. Subject to Section 3.08(d), Section 6.11 and/or Section
6.12, in each case if and as applicable, the Special Servicer shall determine
whether to grant such consent, whether the conditions to transfer or assumption
(as described above) have been satisfied and/or whether to enforce any
restrictions on such transfer and/or assumption contained in the related loan
documents, as applicable, each in accordance with the Servicing Standard.

          Upon consent by the Special Servicer to any proposed transfer of a
Mortgaged Property and assumption by the proposed transferee of the related
Serviced Mortgage Loan pursuant to this Section 3.08(b), the Special Servicer
shall process the request of the related Mortgagor for such transfer and
assumption and shall be authorized to enter into an assumption or substitution
agreement with the Person, which shall be a Single Purpose Entity, to whom the
related Mortgaged Property has been or is proposed to be conveyed and/or release
the original Mortgagor from liability under the related Serviced Mortgage Loan
and substitute as obligor thereunder the Person to whom the related Mortgaged
Property has been or is proposed to be conveyed; provided, however, that the
Special Servicer shall not enter into any such agreement to the extent that any
terms thereof would result in an Adverse REMIC Event or Adverse Grantor Trust
Event or create any lien on a Mortgaged Property that is senior to, or on parity
with, the lien of the related Mortgage. The Special Servicer shall notify the
Trustee, the Master Servicer, each Rating Agency, the Controlling Class
Representative and, with respect to a Serviced Loan


                                      -169-



Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s), of any
assumption or substitution agreement executed pursuant to this Section 3.08(b)
and shall forward thereto a copy of such agreement. Subject to the terms of the
related loan documents, no assumption of a Cross-Collateralized Mortgage Loan
shall be made without the assumption of all other Serviced Trust Mortgage Loans
making up the related Cross-Collateralized Group. Further, subject to the terms
of the related loan documents and applicable law, no assumption of a Serviced
Mortgage Loan shall be made unless all costs in connection therewith, including
any arising from seeking Rating Agency confirmation, are paid by the related
Mortgagor.

          As used in this Section 3.08, the terms "sale" and "transfer" shall
include the matters contemplated by the parentheticals in the first sentence of
Section 3.08(a).

          (c) If, with respect to a Performing Serviced Mortgage Loan, the
Master Servicer receives a request from the related Mortgagor regarding a
further encumbrance of the related Mortgaged Property or of an interest in the
related Mortgagor (including, without limitation, any mezzanine financing of the
related Mortgagor or any direct or indirect owners of the related Mortgagor or
the Mortgaged Property or any sale, issuance or transfer of preferred equity in
the Mortgagor or its owners or, in the case of a Performing Serviced Mortgage
Loan that by its terms permits further encumbrance without the consent of the
lender provided certain conditions are satisfied, a request by the related
Mortgagor for a determination that such conditions have been satisfied), then
the Master Servicer shall promptly obtain relevant information for purposes of
evaluating such request. If the Master Servicer determines, consistent with the
Servicing Standard, to approve such further encumbrance or that the conditions
precedent to such further encumbrance have been satisfied, as applicable, then
the Master Servicer shall provide to the Special Servicer a written copy of such
recommendation (which shall include the reason therefor) and the materials upon
which such recommendation is based. The Special Servicer shall have the right
hereunder, within 15 days (or, in the case of a consent to a determination as to
whether the conditions precedent to a further encumbrance have been satisfied,
within 10 days) of receipt of such recommendation and supporting materials and
any other materials reasonably requested by the Special Servicer, to reasonably
withhold or, subject to Section 3.08(d) and, further, subject to the Special
Servicer obtaining any consent to the extent required pursuant to Section 6.11
and/or Section 6.12, in each case if and as applicable, grant consent to any
such request for such further encumbrance of the related Mortgaged Property or
of an interest in the related Mortgagor or to object or consent to the
determination by the Master Servicer as to whether the conditions to further
encumbrance (as described above) have been satisfied, as applicable, each in
accordance with the terms of such Performing Serviced Mortgage Loan and this
Agreement and subject to the Servicing Standard. If the Special Servicer does
not respond within such 15-day period or 10-day period, as applicable, such
party's consent shall be deemed granted. If the Special Servicer consents or is
deemed to have consented to such further encumbrance of the related Mortgaged
Property or of an interest in the related Mortgagor, as applicable, the Master
Servicer shall process such request of the related Mortgagor. If the Special
Servicer does not consent to, and is not deemed to have consented to, such
further encumbrance, then the Master Servicer, on behalf of the Trustee (as
mortgagee of record on behalf of the Certificateholders and, with respect to a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) shall, to the extent permitted by applicable law, enforce the
restrictions contained in the related loan documents on further encumbrances of
the related Mortgaged Property and/or of an interest in the related Mortgagor,
as applicable. To the extent permitted by the applicable loan documents and
applicable law, the Master Servicer may charge the related Mortgagor (and retain
to the extent permitted


                                      -170-



under Section 3.11) a fee in connection with any enforcement or waiver
contemplated in this paragraph of subsection (c).

          With respect to any Specially Serviced Mortgage Loan, the Special
Servicer, on behalf of the Trustee (as mortgagee of record on behalf of the
Certificateholders and, in the case of a Mortgaged Property that secures a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) shall, to the extent permitted by applicable law, enforce the
restrictions contained in the related loan documents on further encumbrances of
the related Mortgaged Property and/or of interests in the related Mortgagor, as
applicable, and shall, with respect to Specially Serviced Mortgage Loans that by
their terms permit further encumbrance without mortgagee consent so long as
certain conditions are satisfied, make all determinations as to whether such
conditions have been satisfied, and shall process all documentation in
connection therewith, unless the Special Servicer has determined, in its
reasonable, good faith judgment, that waiver of such restrictions or such
conditions, as the case may be, would be in accordance with the Servicing
Standard (as evidenced by an Officer's Certificate setting forth the basis for
such determination delivered to the Trustee, the Master Servicer, each Rating
Agency and, with respect to a Serviced Loan Combination, the related Serviced
Non-Trust Mortgage Loan Noteholder(s)); provided that any such waiver of such
restrictions shall be subject to Section 3.08(d) and Section 6.11 and/or Section
6.12, in each case if and as applicable. To the extent permitted by the
applicable loan documents and applicable law, the Special Servicer may charge
the related Mortgagor (and retain to the extent permitted under Section 3.11) a
fee in connection with any enforcement or waiver contemplated in this paragraph
of subsection (c).

          If the Special Servicer, in accordance with the Servicing Standard,
objects to the determination by the Master Servicer with respect to a Performing
Serviced Mortgage Loan (which by its terms permits further encumbrance without
lender consent provided certain conditions are satisfied) that such conditions
have been satisfied, then the Master Servicer shall not permit the requested
further encumbrance of such Performing Serviced Mortgage Loan. If the Special
Servicer, in accordance with the Servicing Standard, determines with respect to
any other Serviced Mortgage Loan (which by its terms permits further encumbrance
without lender consent provided certain conditions are satisfied) that such
conditions have not been satisfied, then the Master Servicer shall not permit
further encumbrance of such Serviced Mortgage Loan.

          As used in this Section 3.08, the term "encumbrance" shall include the
matters contemplated by the parentheticals in the first sentence of this Section
3.08(c).

          (d) Notwithstanding anything to the contrary contained in this Section
3.08, but subject to the related loan documents and applicable law: (i) if (A)
the then unpaid principal balance of the subject Serviced Trust Mortgage Loan is
at least equal to the lesser of (1) $35,000,000 and (2) 5% of the then aggregate
principal balance of the Mortgage Pool or (B) the subject Serviced Trust
Mortgage Loan is then one of the ten largest Trust Mortgage Loans in the
Mortgage Pool, then neither the Master Servicer nor the Special Servicer, as
applicable, shall waive any restrictions contained in the related Mortgage on
transfers of the related Mortgaged Property or on transfers of interests in the
related Mortgagor, and (ii) if (W) the then unpaid principal balance of the
subject Serviced Trust Mortgage Loan is at least equal to the lesser of (1)
$20,000,000 and (2) 2% of the then aggregate principal balance of the Mortgage
Pool or (X) the subject Serviced Trust Mortgage Loan is then one of the ten
largest Trust Mortgage Loans in the Mortgage Pool or (Y) the aggregate
loan-to-value ratio of the subject Serviced Trust Mortgage Loan (together with
any additional loans that would further encumber the


                                      -171-



related Mortgaged Property and/or interests in the related Mortgagor) would be
equal to or greater than 85% or (Z) the aggregate debt service coverage ratio of
the related Mortgaged Property (taking into account any additional loans that
would further encumber the related Mortgaged Property and/or interests in the
related Mortgagor) would be less than 1.20x, then neither the Special Servicer
nor the Master Servicer shall waive any restrictions contained in the related
Mortgage on further encumbrances of the related Mortgaged Property or of
interests in the related Mortgagor, unless, in the case of either (i) or (ii)
above, the Master Servicer or the Special Servicer, as the case may be, shall
have received prior written confirmation from each Rating Agency that such
action would not result in an Adverse Rating Event with respect to any Class of
Certificates rated by such Rating Agency. Neither the Master Servicer nor the
Special Servicer has the authority to perform any of the actions set forth above
in this paragraph with respect to an Outside Serviced Trust Mortgage Loan. In
connection with any request for rating confirmation from a Rating Agency
pursuant to this paragraph of Section 3.08(d), the Master Servicer or the
Special Servicer, as the case may be, shall deliver a Review Package to such
Rating Agency. Further, subject to the terms of the related loan documents and
applicable law, no waiver of a restriction contained in the related Mortgage on
transfers of the related Mortgaged Property or interests in the related
Mortgagor or on further encumbrances thereof may be waived by the Master
Servicer or the Special Servicer, as applicable, unless all costs in connection
therewith, including any arising from seeking Rating Agency confirmation, are
paid by the related Mortgagor. To the extent not collected from the related
Mortgagor (or from the Depositor or the UBS Mortgage Loan Seller pursuant to
Section 2.03), any rating agency charges in connection with the foregoing shall
be paid by the Master Servicer as a Servicing Advance.

          Notwithstanding the foregoing, with respect to any Outside Serviced
Trust Mortgage Loan, in the event that any action set forth in clause (i) or
(ii) of the first sentence of the preceding paragraph regarding such Trust
Mortgage Loan would require written confirmation from a Rating Agency that such
action would not result in an Adverse Rating Event with respect to any Class of
Certificates rated by such Rating Agency in accordance with clause (i) or (ii)
of the first sentence of the preceding paragraph if such Trust Mortgage Loan
were a Serviced Trust Mortgage Loan, then the Controlling Class Representative
shall not consent to a waiver of any restrictions contained in the related
Mortgage on transfers of the related Mortgaged Property or on transfers of
interests in the related Mortgagor or to a waiver of any restrictions contained
in the related Mortgage on further encumbrances of the related Mortgaged
Property or of interests in the related Mortgagor, in each case to the extent it
is permitted to do so under the related Outside Servicing Agreement and/or the
related Co-Lender Agreement, unless it has obtained written confirmation from
each Rating Agency that such action would not result in an Adverse Rating Event
with respect to any Class of Certificates rated by such Rating Agency. Upon
being asked to consent to any action set forth in the preceding sentence (i) if
the party initially in receipt of such request for consent is the Controlling
Class Representative, the Controlling Class Representative shall request from
the Master Servicer, and the Master Servicer shall thereupon provide, a
determination to the Controlling Class Representative as to, and (ii) if the
party initially in receipt of such request for consent is the Master Servicer,
the Master Servicer shall forward such request to the Controlling Class
Representative together with a determination as to, and (iii) if the party
initially in receipt of such request for consent is the Special Servicer, the
Special Servicer shall forward such request to the Master Servicer and the
Controlling Class Representative, and the Master Servicer shall thereupon
provide a determination to the Controlling Class Representative as to, in the
case of (i), (ii) and (iii) above, whether such action would require written
confirmation from each Rating Agency that such action would not result in an
Adverse Rating Event with respect to any Class of Certificates rated by such
Rating Agency in accordance with clause (i) or clause (ii) of the first sentence
of the preceding


                                      -172-



paragraph if such Trust Mortgage Loan were a Serviced Trust Mortgage Loan (and
the Controlling Class Representative shall be entitled to conclusively rely on
such determination by the Master Servicer). Further, subject to the terms of the
related loan documents and applicable law, the Controlling Class Representative
shall not consent to a waiver of any restrictions contained in the related
Mortgage on transfers of the related Mortgaged Property or on transfers of
interests in the related Mortgagor or to a waiver of any restrictions contained
in the related Mortgage on further encumbrances of the related Mortgaged
Property or of interests in the related Mortgagor, unless all costs in
connection therewith, including any arising from seeking Rating Agency
confirmation, are paid by the related Mortgagor. To the extent not payable by
and collected from the related Mortgagor, any rating agency charges in
connection with the foregoing shall be paid by the Master Servicer by
withdrawing the amount of such charges from the Pool Custodial Account.

          If and to the extent that any expenses paid by the Master Servicer in
connection with the actions contemplated by this Section 3.08(d) would result in
the failure of any one or more Holder(s) of Regular Interest Certificates to
receive any amount of principal or interest at the related Pass-Through Rate to
which such Holder(s) are entitled (in each case by the time any such amounts are
due and payable to such Holder(s)), then such amounts shall be deemed to have
been distributed to such Holder(s) from REMIC III, as of the time paid by the
Master Servicer, and then paid by such Holder(s) and not by any of the REMIC
Pools.

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

          (a) The Special Servicer shall, subject to Sections 3.09(b), 3.09(c),
3.09(d), 6.11 and 6.12, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert the
ownership of properties securing such of the Specially Serviced Mortgage Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments, including
pursuant to Section 3.20; provided that neither the Master Servicer nor the
Special Servicer shall, with respect to any Serviced Mortgage Loan that
constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any
enforcement action with respect to the payment of Additional Interest (other
than the making of requests for its collection) unless (i) the taking of an
enforcement action with respect to the payment of other amounts due under such
ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special
Servicer, necessary, appropriate and consistent with the Servicing Standard or
(ii) all other amounts due under such ARD Mortgage Loan have been paid, the
payment of such Additional Interest has not been forgiven in accordance with
Section 3.20 and, in the good faith and reasonable judgment of the Special
Servicer, the Liquidation Proceeds expected to be recovered in connection with
such enforcement action will cover the anticipated costs of such enforcement
action and, if applicable, any associated interest accrued on Advances. Subject
to Section 3.11(h), the Special Servicer shall request that the Master Servicer
advance all costs and expenses incurred by it in any such proceedings, and the
Master Servicer shall be entitled to reimbursement therefor as provided in
Section 3.05(a) or Section 3.05A, as applicable. The Special Servicer shall be
responsible, consistent with the Servicing Standard, for determining whether to
exercise any rights it may have under the cross-collateralization and/or
cross-default provisions of a Cross-Collateralized Mortgage Loan. Nothing
contained in this Section 3.09 shall be construed so as to require the Special
Servicer, on behalf of the Certificateholders and, in the case of a Mortgaged
Property that secures a Serviced Loan Combination, on behalf of the affected
Serviced Non-Trust Mortgage Loan Noteholder(s), to make a bid on any Mortgaged
Property at a


                                      -173-



foreclosure sale or similar proceeding that is in excess of the fair market
value of such property, as determined by the Special Servicer in its reasonable
and good faith judgment taking into account the factors described in Section
3.18 and the results of any appraisal obtained as provided below in this Section
3.09, all such bids to be made in a manner consistent with the Servicing
Standard.

          If and when the Master Servicer or the Special Servicer deems it
necessary and prudent for purposes of establishing the fair market value of any
Mortgaged Property securing a Specially Serviced Mortgage Loan, whether for
purposes of bidding at foreclosure or otherwise, it may have an appraisal
performed with respect to such property by an Independent Appraiser or other
expert in real estate matters, which appraisal shall take into account the
factors specified in Section 3.18, and the cost of which appraisal shall be
covered by, and be reimbursable as, a Servicing Advance; provided that if the
Master Servicer intends to obtain an appraisal in connection with the foregoing,
the Master Servicer shall so notify the Special Servicer and consult with the
Special Servicer regarding such appraisal.

          If any Serviced Mortgage Loan or Serviced Loan Combination becomes a
Required Appraisal Loan, then the Special Servicer shall (i) obtain or conduct,
as applicable, a Required Appraisal within 60 days (or, in the case of a
Serviced Loan Combination, such shorter time period (if any) as may be required
under the related Co-Lender Agreement) of such occurrence (unless a Required
Appraisal was obtained or conducted, as applicable, with respect to such
Required Appraisal Loan within the prior 12 months and the Special Servicer
reasonably believes, in accordance with the Servicing Standard, that no material
change has subsequently occurred with respect to the related Mortgaged Property
that would draw into question the applicability of such Required Appraisal) and
(ii) obtain or conduct, as applicable, an update of the most recent Required
Appraisal approximately 12 months following the most recent Required Appraisal
or subsequent update thereof for so long as such Serviced Mortgage Loan (or any
successor REO Mortgage Loan with respect thereto) or such Serviced Loan
Combination, as the case may be, remains a Required Appraisal Loan. The Special
Servicer shall deliver copies of all such Required Appraisals and updated
Required Appraisals to the Trustee, the Master Servicer and, in the case of a
Mortgaged Property that secures a Serviced Loan Combination, the related
Non-Trust Mortgage Loan Noteholder(s), in each such case, promptly following the
Special Servicer's receipt of the subject appraisal, and, upon request, to the
Controlling Class Representative. Based on each such Required Appraisal and
updated Required Appraisal, the Special Servicer shall (monthly, on each related
Determination Date, until the subject Required Appraisal Loan ceases to be such)
calculate and notify the Trustee, the Master Servicer, the Controlling Class
Representative, and, in the case of any Mortgaged Property that secures a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s), of any resulting Appraisal Reduction Amount in respect of the
subject Required Appraisal Loan. Such calculations by the Special Servicer shall
be subject to review and confirmation by the Master Servicer, provided that the
Master Servicer may rely on any information provided by the Special Servicer.
The Master Servicer shall, at the direction of the Special Servicer, advance the
cost of each such Required Appraisal and updated Required Appraisal; provided,
however, that such expense will be subject to reimbursement to the Master
Servicer as a Servicing Advance out of the related Custodial Account pursuant to
Section 3.05(a) or Section 3.05A, as applicable. At any time that an Appraisal
Reduction Amount exists with respect to any Required Appraisal Loan, the related
Serviced Loan Combination Controlling Party (in the case of a Serviced Loan
Combination or related REO Property) or the Controlling Class Representative (in
all other cases involving a Serviced Mortgage Loan or an Administered REO
Property), as applicable, may, at its own expense, obtain and deliver to the
Master Servicer, the Special Servicer and the Trustee an appraisal that is
reasonably satisfactory to the Special Servicer and satisfies the requirements
of a "Required Appraisal", and upon the written


                                      -174-



request of the related Serviced Loan Combination Controlling Party or the
Controlling Class Representative, as applicable, the Special Servicer shall
recalculate the Appraisal Reduction Amount in respect of the subject Required
Appraisal Loan based on such appraisal delivered by such party and shall notify
the Trustee, the Master Servicer, the Controlling Class Representative and, in
the case of a Serviced Loan Combination, the related Serviced Loan Combination
Controlling Party, of such recalculated Appraisal Reduction Amount.

          (b) Notwithstanding any other provision of this Agreement, no
Mortgaged Property shall be acquired by the Special Servicer on behalf of the
Certificateholders (and, in the case of a Mortgaged Property that secures a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) under such circumstances, in such manner or pursuant to such
terms as would, in the reasonable, good faith judgment of the Special Servicer
(exercised in accordance with the Servicing Standard), (i) cause such Mortgaged
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (unless the portion of such Mortgaged Property
that is not treated as "foreclosure property" and that is held by a REMIC Pool
at any given time constitutes not more than a de minimis amount of the assets of
such REMIC Pool within the meaning of Treasury regulations section
1.860D-1(b)(3)(i) and (ii)), or (ii) except as permitted by Section 3.17(a),
subject the Trust Fund to the imposition of any federal income taxes under the
Code. Subject to the foregoing, however, a Mortgaged Property may be acquired
through a single member limited liability company if the Special Servicer
determines that such an action is appropriate to protect the Trust (and, in the
case of a Mortgaged Property that secures a Serviced Loan Combination, the
related Non-Trust Mortgage Loan Noteholder(s)) from potential liability.

          In addition, the Special Servicer shall not acquire any personal
property pursuant to this Section 3.09 unless either:

               (i) such personal property is, in the reasonable, good faith
     judgment of the Special Servicer (exercised in accordance with the
     Servicing Standard), incident to real property (within the meaning of
     Section 856(e)(1) of the Code) so acquired by the Special Servicer; or

               (ii) the Special Servicer shall have obtained an Opinion of
     Counsel (the cost of which shall be covered by, and be reimbursable as, a
     Servicing Advance) to the effect that the holding of such personal property
     as part of the Trust Fund will not cause the imposition of a tax on any
     REMIC Pool under the REMIC Provisions or cause any REMIC Pool to fail to
     qualify as a REMIC at any time that any Certificate is outstanding.

          (c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Master Servicer nor the Special Servicer shall, on behalf of the
Trustee (and, in the case of a Mortgaged Property that secures a Serviced Loan
Combination, on behalf of the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), obtain title to a Mortgaged Property by foreclosure, deed in
lieu of foreclosure or otherwise, or take any other action with respect to any
Mortgaged Property, if, as a result of any such action, the Trustee, on behalf
of the Certificateholders (and, in the case of a Mortgaged Property that secures
a Serviced Loan Combination, on behalf of the related Serviced Non-Trust
Mortgage Loan Noteholder(s)), could, in the reasonable, good faith judgment of
the Special Servicer, exercised in accordance with the Servicing Standard, be
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an
"owner" or "operator" of such Mortgaged Property within the meaning of CERCLA or
any comparable law (a "potentially responsible party"), unless such action is
consistent


                                      -175-



with Section 6.11 and/or Section 6.12, in each case if and as applicable, and
the Special Servicer has previously determined (as evidenced by an Officer's
Certificate to such effect delivered to the Trustee (and, in the case of a
Mortgaged Property that secures a Serviced Loan Combination, to the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) that shall specify all of the
bases for such determination), in accordance with the Servicing Standard and
based on an Environmental Assessment of such Mortgaged Property performed by an
Independent Person, who regularly conducts Environmental Assessments, within six
months prior to any such acquisition of title or other action (a copy of which
Environmental Assessment shall be delivered to the Trustee, the Master Servicer
and, in the case of a Mortgaged Property that secures a Serviced Loan
Combination, on behalf of the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), that:

               (i) the Mortgaged Property is in compliance with applicable
     environmental laws and regulations or, if not, that it would (taking into
     account the coverage provided under any related Environmental Insurance
     Policy) maximize the recovery on the related Serviced Mortgage Loan to the
     Certificateholders (or, if a Serviced Loan Combination is involved, to the
     Certificateholders and the related Serviced Non-Trust Mortgage Loan
     Noteholder(s)), as a collective whole, on a present value basis (the
     relevant discounting of anticipated collections that will be distributable
     to Certificateholders (or, if a Serviced Loan Combination is involved, to
     the Certificateholders and the related Serviced Non-Trust Mortgage Loan
     Noteholder(s)), as a collective whole, to be performed at the related
     Mortgage Rate(s)) to acquire title to or possession of the Mortgaged
     Property and to take such actions as are necessary to bring the Mortgaged
     Property into compliance therewith in all material respects; and

               (ii) there are no circumstances or conditions present at the
     Mortgaged Property relating to the use, management or disposal of Hazardous
     Materials for which investigation, testing, monitoring, containment,
     clean-up or remediation could be required under any applicable
     environmental laws and regulations or, if such circumstances or conditions
     are present for which any such action could reasonably be expected to be
     required, that it would (taking into account the coverage provided under
     any related Environmental Insurance Policy) maximize the recovery on the
     related Serviced Mortgage Loan to the Certificateholders (or, if a Serviced
     Loan Combination is involved, to the Certificateholders and the related
     Serviced Non-Trust Mortgage Loan Noteholder(s)), as a collective whole, on
     a present value basis (the relevant discounting of anticipated collections
     that will be distributable to Certificateholders (or, if a Serviced Loan
     Combination is involved, to the Certificateholders and the related Serviced
     Non-Trust Mortgage Loan Noteholder(s)), as a collective whole, to be
     performed at the related Mortgage Rate(s)) to acquire title to or
     possession of the Mortgaged Property and to take such actions with respect
     to the affected Mortgaged Property.

          The Special Servicer shall, in good faith, undertake reasonable
efforts to make the determination referred to in the preceding paragraph and may
conclusively rely on the Environmental Assessment referred to above in making
such determination. The cost of any such Environmental Assessment shall be
covered by, and reimbursable as, a Servicing Advance; and if any such
Environmental Assessment so warrants, the Special Servicer shall perform or
cause to be performed such additional environmental testing as it deems
necessary and prudent to determine whether the conditions described in clauses
(i) and (ii) of the preceding paragraph have been satisfied (the cost of any
such additional testing also to be covered by, and reimbursable as, a Servicing
Advance). The cost of any remedial, corrective or other further action
contemplated by clause (i) and/or clause (ii) of the


                                      -176-



preceding paragraph, shall be payable out of the related Custodial Account
pursuant to Section 3.05(a) or Section 3.05A, as applicable (or, in the case of
a Mortgaged Property that secures a Serviced Loan Combination, to the extent the
funds in the applicable Loan Combination Custodial Account are insufficient,
shall be advanced by the Master Servicer, subject to Section 3.11(h)).

          (d) If the environmental testing contemplated by Section 3.09(c) above
establishes that any of the conditions set forth in clauses (i) and (ii) of the
first sentence thereof has not been satisfied with respect to any Mortgaged
Property securing a defaulted Serviced Mortgage Loan, the Special Servicer shall
take such action as is in accordance with the Servicing Standard (other than
proceeding against the Mortgaged Property). At such time as it deems
appropriate, the Special Servicer may, on behalf of the Trust (and, if a
Serviced Loan Combination is involved, the related Serviced Non-Trust Mortgage
Loan Noteholder(s)), subject to Section 6.11 and/or Section 6.12, in each case
if and as applicable, release all or a portion of such Mortgaged Property from
the lien of the related Mortgage.

          (e) The Special Servicer shall report to the Master Servicer, the
Underwriters, the Trustee and, if a Serviced Loan Combination is involved, the
related Serviced Non-Trust Mortgage Loan Noteholder(s), monthly in writing as to
any actions taken by the Special Servicer with respect to any Mortgaged Property
that represents security for a Specially Serviced Mortgage Loan as to which the
environmental testing contemplated in Section 3.09(c) above has revealed that
any of the conditions set forth in clauses (i) and (ii) of the first sentence
thereof has not been satisfied, in each case until the earlier to occur of
satisfaction of all such conditions and release of the lien of the related
Mortgage on such Mortgaged Property.

          (f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, with respect to any Specially Serviced
Mortgage Loan, the advisability of seeking to obtain a deficiency judgment if
the state in which the related Mortgaged Property is located and the terms of
the affected Serviced Mortgage Loan permit such an action, and shall, in
accordance with the Servicing Standard, seek such deficiency judgment if it
deems advisable (the cost of which undertaking shall be covered by, and be
reimbursable as, a Servicing Advance).

          (g) The Master Servicer shall, with the reasonable cooperation of the
Special Servicer, prepare and file information returns with respect to the
receipt of mortgage interest received with respect to any Serviced Mortgage Loan
required by Section 6050H of the Code and the reports of foreclosures and
abandonments of any Mortgaged Property (other than any Mortgaged Property that
secures an Outside Serviced Trust Mortgage Loan) and the information returns
relating to cancellation of indebtedness income with respect to any Mortgaged
Property required by Sections 6050J and 6050P of the Code. Such reports shall be
in form and substance sufficient to meet the reporting requirements imposed by
Sections 6050H, 6050J and 6050P of the Code.

          (h) As soon as the Special Servicer makes a Final Recovery
Determination with respect to any Specially Serviced Mortgage Loan or
Administered REO Property, it shall promptly notify the Trustee, the Master
Servicer and, if a Serviced Loan Combination is involved, the related Serviced
Non-Trust Mortgage Loan Noteholder(s). The Special Servicer shall maintain
accurate records, prepared by a Servicing Officer, of each such Final Recovery
Determination (if any) and the basis thereof. Each such Final Recovery
Determination (if any) shall be evidenced by an Officer's Certificate delivered
to the Trustee, the Master Servicer and, if a Serviced Loan Combination is


                                      -177-



involved, the related Serviced Non-Trust Mortgage Loan Noteholder(s), no later
than the seventh Business Day following such Final Recovery Determination.

          SECTION 3.10. Trustee and Custodian to Cooperate; Release of Mortgage
                        Files.

          (a) Upon the payment in full of any Serviced Mortgage Loan, or the
receipt by the Master Servicer or the Special Servicer of a notification that
payment in full shall be escrowed in a manner customary for such purposes, the
Master Servicer or the Special Servicer shall promptly notify the Trustee and
any related Custodian (and, in the case of a Serviced Non-Trust Mortgage Loan,
the related Serviced Non-Trust Mortgage Loan Noteholder) by a certification
(which certification shall be in the form of a Request for Release in the form
of Exhibit D-1 attached hereto and shall be accompanied by the form of a release
or discharge and shall include a statement to the effect that all amounts
received or to be received in connection with such payment which are required to
be deposited in the applicable Custodial Account pursuant to Section 3.04(a) or
Section 3.04A(a), as applicable, have been or will be so deposited) of a
Servicing Officer (a copy of which certification shall be delivered to the
Special Servicer) and shall request delivery to it of the related Mortgage File
and, in the case of a Serviced Non-Trust Mortgage Loan, the original of the
Mortgage Note for such Serviced Non-Trust Mortgage Loan. Upon receipt of such
certification and request, the Trustee shall release, or cause any related
Custodian to release, the related Mortgage File (and, in the case of a Serviced
Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust
Mortgage Loan Noteholder to release the Mortgage Note for such Serviced
Non-Trust Mortgage Loan) to the Master Servicer or Special Servicer and shall
deliver to the Master Servicer or Special Servicer, as applicable, such release
or discharge, duly executed. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
Collection Account or any Custodial Account.

          (b) If from time to time, and as appropriate for servicing or
foreclosure of any Serviced Mortgage Loan, the Master Servicer or the Special
Servicer shall otherwise require any Mortgage File (or any portion thereof) (or
the original of the Mortgage Note for a Serviced Non-Trust Mortgage Loan), the
Trustee, upon request of the Master Servicer and receipt from the Master
Servicer of a Request for Release in the form of Exhibit D-1 attached hereto
signed by a Servicing Officer thereof, or upon request of the Special Servicer
and receipt from the Special Servicer of a Request for Release in the form of
Exhibit D-2 attached hereto, shall release, or cause any related Custodian to
release, such Mortgage File (or such portion thereof) (and, in the case of a
Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced
Non-Trust Mortgage Loan Noteholder to release the original of the Mortgage Note
for such Non-Trust Mortgage Loan) to the Master Servicer or the Special
Servicer, as the case may be. Upon return of such Mortgage File (or such portion
thereof) to the Trustee or related Custodian (and, if applicable, such original
Mortgage Note for such Serviced Non-Trust Mortgage Loan to the related Serviced
Non-Trust Mortgage Loan Noteholder), or the delivery to the Trustee (and, if
applicable, to the related Serviced Non-Trust Mortgage Loan Noteholder) of a
certificate of a Servicing Officer of the Special Servicer stating that such
Serviced Mortgage Loan was liquidated and that all amounts received or to be
received in connection with such liquidation that are required to be deposited
into the related Custodial Account pursuant to Section 3.04(a) or Section
3.04A(a), as applicable, have been or will be so deposited, or that the related
Mortgaged Property has become an REO Property, the Request for Release shall be
released by the Trustee or related Custodian to the Master Servicer or the
Special Servicer, as applicable.


                                      -178-



          (c) Within seven (7) Business Days (or within such shorter period (but
no less than three (3) Business Days) as execution and delivery can reasonably
be accomplished if the Special Servicer notifies the Trustee (and, in the case
of a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) of an exigency) of the Special Servicer's request therefor, the
Trustee shall execute and deliver to the Special Servicer (or the Special
Servicer may execute and deliver in the name of the Trustee (on behalf of the
Certificateholders and, in the case of a Mortgaged Property that secures a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)) based on a limited power of attorney issued in favor of the
Special Servicer pursuant to Section 3.01(b)), in the form supplied to the
Trustee, with respect to any Serviced Mortgage Loan, any court pleadings,
requests for trustee's sale or other documents stated by the Special Servicer to
be reasonably necessary to the foreclosure or trustee's sale in respect of the
related Mortgaged Property or to any legal action brought to obtain judgment
against any Mortgagor on the related Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
related Mortgage Note or Mortgage or otherwise available at law or in equity or
to defend any legal action or counterclaim filed against the Trust Fund, the
Master Servicer, the Special Servicer or, if applicable, any Serviced Non-Trust
Mortgage Loan Noteholder. Together with such documents or pleadings, the Special
Servicer shall deliver to the Trustee (and, if applicable, any affected Serviced
Non-Trust Mortgage Loan Noteholder) a certificate of a Servicing Officer
requesting that such pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings are required and that
the execution and delivery thereof by the Trustee (on behalf of the
Certificateholders and, in the case of a Serviced Loan Combination, also on
behalf of the related Serviced Non-Trust Mortgage Loan Noteholder(s)) will not
invalidate or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure or trustee's sale.
Notwithstanding anything contained herein to the contrary, neither the Master
Servicer nor the Special Servicer shall, without the Trustee's written consent:
(i) initiate any action, suit or proceeding solely under the Trustee's name
without indicating the Master Servicer's or Special Servicer's, as applicable,
representative capacity, or (ii) take any action with the intent to cause, and
that actually causes, the Trustee to be registered to do business in any state.

          (d) If from time to time, pursuant to the terms of the related
Co-Lender Agreement and the related Outside Servicing Agreement, and as
appropriate for enforcing the terms of any Outside Serviced Trust Mortgage Loan,
any related Outside Servicer or the appropriate Non-Trust Mortgage Loan
Noteholder requests delivery to it of the original Mortgage Note for such
Outside Serviced Trust Mortgage Loan, then the Trustee shall release or cause
the release of such original Mortgage Note to the requesting party or its
designee. In connection with the release of the original Mortgage Note for any
Outside Serviced Trust Mortgage Loan in accordance with the preceding sentence,
the Trustee shall obtain such documentation (such as a custodial receipt) as is
appropriate to evidence the holding by the related Outside Servicer or the
appropriate Non-Trust Mortgage Loan Noteholder as custodian on behalf of and for
the benefit of the Trustee.

          SECTION 3.11. Servicing Compensation; Payment of Expenses; Certain
                        Matters Regarding Servicing Advances.

          (a) As compensation for its activities hereunder, the Master Servicer
shall be entitled to receive the Master Servicing Fee with respect to each Trust
Mortgage Loan, each REO Trust Mortgage Loan, each Serviced Non-Trust Mortgage
Loan and any successor REO Mortgage Loan with respect to a Serviced Non-Trust
Mortgage Loan. As to each such Mortgage Loan and REO Mortgage


                                      -179-



Loan, the Master Servicing Fee shall: (i) accrue from time to time at the
related Master Servicing Fee Rate on the same principal amount as interest
accrues from time to time on such Mortgage Loan or is deemed to accrue from time
to time on such REO Mortgage Loan; and (ii) be calculated on a 30/360 Basis (or,
in the event that a Principal Prepayment in full or other Liquidation Event
shall occur with respect to any such Mortgage Loan or REO Mortgage Loan on a
date that is not a Due Date, on the basis of the actual number of days to elapse
from and including the most recently preceding related Due Date to but excluding
the date of such Principal Prepayment or Liquidation Event in a month consisting
of 30 days). The Master Servicing Fee with respect to any such Mortgage Loan or
REO Mortgage Loan shall cease to accrue if a Liquidation Event occurs in respect
thereof. Earned but unpaid Master Servicing Fees shall be payable monthly, on a
loan-by-loan basis, from payments of interest on each such Mortgage Loan and REO
Revenues allocable as interest on each such REO Mortgage Loan. The Master
Servicer shall be entitled to recover unpaid Master Servicing Fees in respect of
any such Mortgage Loan or REO Mortgage Loan out of that portion of related
Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds allocable as
recoveries of interest, to the extent permitted by Section 3.05(a) or Section
3.05A, as applicable, and in the case of a Trust Mortgage Loan or an REO Trust
Mortgage Loan, out of such other amounts as may be permitted by Section 3.05(a).
The right to receive the Master Servicing Fee may not be transferred in whole or
in part except in connection with the transfer of all of the Master Servicer's
responsibilities and obligations under this Agreement.

          (b) Additional master servicing compensation, in the form of the items
set forth in clauses (i) through (iii) below in this paragraph, shall be
retained by the Master Servicer or promptly paid to the Master Servicer by the
Special Servicer and such additional master servicing compensation is not
required to be deposited in any Custodial Account: (i) Net Default Charges,
charges for beneficiary statements or demands, amounts collected for checks
returned for insufficient funds, and any similar fees (excluding Prepayment
Premiums and Yield Maintenance Charges), in each case to the extent actually
paid by a Mortgagor with respect to any Serviced Mortgage Loan (or, in the case
of Net Default Charges, any Serviced Trust Mortgage Loan) and accrued during the
time that such Serviced Mortgage Loan (or, in the case of Net Default Charges,
such Serviced Trust Mortgage Loan) was a Performing Serviced Mortgage Loan (or,
in the case of Net Default Charges, a Performing Serviced Trust Mortgage Loan),
and any Net Default Charges Received by the Trust with respect to an Outside
Serviced Trust Mortgage Loan; (ii) 100% of each modification fee, extension fee
or other similar fee actually paid by a Mortgagor with respect to a
modification, consent, extension, waiver, amendment or encumbrance of the
related Mortgaged Property agreed to by the Master Servicer pursuant to Section
3.20(c) or Section 3.08(c), and 100% of any fee actually paid by a Mortgagor in
connection with a defeasance of a Serviced Mortgage Loan as contemplated under
Section 3.20; and (iii) with respect to any Performing Serviced Mortgage Loan,
50% of any and all assumption fees, 100% of any and all assumption application
fees (or, in the event that (x) the Master Servicer enters into an assumption or
substitution agreement pursuant to Section 3.08(a) and the related loan
documents do not provide for an assumption fee in connection therewith, or (y)
the proposed transfer or assumption under Section 3.08(a) is approved and/or
processed but does not occur or (z) the proposed transfer or assumption under
Section 3.08(a) is not approved or is denied and does not occur and,
additionally, in the case of (x), (y) and (z), assumption application fees are
paid by the Mortgagor in connection therewith, then 50% of such assumption
application fees) and other applicable fees actually paid by a Mortgagor in
accordance with the related loan documents with respect to any assumption or
substitution agreement entered into by the Master Servicer on behalf of the
Trust (or, in the case of a Serviced Loan Combination, on behalf of the Trust
and the related Non-Trust Mortgage Loan Noteholder(s)) pursuant to Section
3.08(a) or paid by a Mortgagor with respect to any transfer of an interest in a
Mortgagor pursuant to Section 3.08(a). The


                                      -180-



Master Servicer shall also be entitled to additional master servicing
compensation in the form of (i) Prepayment Interest Excesses Received by the
Trust with respect to the Trust Mortgage Loans; (ii) interest or other income
earned on deposits in the Custodial Accounts in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to
such account for each related Investment Period); and (iii) to the extent not
required to be paid to any Mortgagor under applicable law, any interest or other
income earned on deposits in the Servicing Accounts, the Reserve Accounts and
the Defeasance Deposit Account maintained thereby (but only to the extent of the
Net Investment Earnings, if any, with respect to each such account for each
related Investment Period).

          The parties hereto acknowledge that, with regard to each Outside
Serviced Trust Mortgage Loan, as and to the extent provided in the related
Outside Servicing Agreement and/or the related Co-Lender Agreement, as
applicable, amounts in the nature of the foregoing may be payable to one of the
related Outside Servicers, and there can be no assurance that any related
Prepayment Interest Excesses and/or Default Charges shall be Received by the
Trust with respect to an Outside Serviced Trust Mortgage Loan.

          (c) As compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Special Servicing Fee with respect to each
Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an
Administered REO Property. With respect to each Specially Serviced Mortgage Loan
and each REO Mortgage Loan that relates to an Administered REO Property, the
Special Servicing Fee shall: (i) accrue from time to time at the Special
Servicing Fee Rate on the same principal amount as interest accrues from time to
time on such Mortgage Loan or is deemed to accrue from time to time on such REO
Mortgage Loan; and (ii) be calculated on a 30/360 Basis (or, in the event that a
Principal Prepayment in full or other Liquidation Event shall occur with respect
to any Specially Serviced Mortgage Loan or REO Mortgage Loan on a date that is
not a Due Date, on the basis of the actual number of days to elapse from and
including the most recently preceding related Due Date to but excluding the date
of such Principal Prepayment or Liquidation Event, in a month consisting of 30
days and, in the case of any other partial period that does not run from one Due
Date through and including the day immediately preceding the next Due Date, on
the basis of the actual number of days in such period in a month consisting of
30 days); provided that the Special Servicing Fee with respect to each Specially
Serviced Mortgage Loan and each REO Mortgage Loan that relates to an
Administered REO Property (or, in the case of each Serviced Loan Combination in
the event they constitute Specially Serviced Mortgage Loans or REO Mortgage
Loans, with respect to the entire Serviced Loan Combination), shall not be less
than $4,000 for any one-month period during which such Special Servicing Fee
accrues (or, in those cases where such Special Servicing Fee is accruing for a
partial period of less than one month, shall not be less than the prorated
portion of such $4,000 amount). The Special Servicing Fee with respect to any
Specially Serviced Mortgage Loan or REO Mortgage Loan shall cease to accrue as
of the date a Liquidation Event occurs in respect thereof or it becomes a
Corrected Mortgage Loan. Earned but unpaid Special Servicing Fees in respect of
Specially Serviced Trust Mortgage Loans and, to the extent they relate to
Administered REO Properties, REO Trust Mortgage Loans shall be payable monthly
out of general collections on the Mortgage Pool on deposit in the Pool Custodial
Account, to the extent permitted by Section 3.05(a). In addition, earned but
unpaid Special Servicing Fees in respect of a Serviced Loan Combination
consisting of Specially Serviced Mortgage Loans or REO Mortgage Loans shall be
payable out of collections on such Loan Combination on deposit in the applicable
Loan Combination Custodial Account, to the extent permitted pursuant to Section
3.05A and the related Co-Lender Agreement.


                                      -181-



          As further compensation for its services hereunder, the Special
Servicer shall be entitled to receive the Workout Fee with respect to each
Corrected Mortgage Loan. As to each Corrected Mortgage Loan, subject to the
second following paragraph, the Workout Fee shall be payable from, and shall be
calculated by application of the Workout Fee Rate, to all collections of
principal, interest (other than any Default Interest, Additional Interest and
Excess Defeasance Deposit Proceeds), Prepayment Premiums and/or Yield
Maintenance Charges received on the subject Serviced Mortgage Loan for so long
as it remains a Corrected Mortgage Loan; provided that no Workout Fee shall be
payable from, or based upon the receipt of, Liquidation Proceeds collected in
connection with a Permitted Purchase, or out of any Loss of Value Payments,
Insurance Proceeds or Condemnation Proceeds. The Workout Fee with respect to any
Corrected Mortgage Loan will cease to be payable if such Corrected Mortgage Loan
again becomes a Specially Serviced Mortgage Loan or if the related Mortgaged
Property becomes an REO Property; provided that a new Workout Fee will become
payable if and when the particular Serviced Mortgage Loan again becomes a
Corrected Mortgage Loan. If the Special Servicer is terminated or removed (other
than for cause) or resigns in accordance with the first sentence of the first
paragraph of Section 6.04, it shall retain the right to receive any and all
Workout Fees (and the successor Special Servicer (including the Trustee if it is
the successor Special Servicer as provided in the first paragraph of Section
7.02) shall not be entitled to any portion of such Workout Fees) that are
payable in respect of:

               (i) each Mortgage Loan that became a Corrected Mortgage Loan
     during the period that the terminated, removed or resigning Special
     Servicer acted as Special Servicer and was still such at the time of such
     termination, removal or resignation; and

               (ii) each Mortgage Loan that would have been a "Corrected
     Mortgage Loan" at the time of such termination, removal or resignation but
     for the payment (in accordance with clause (w) of the definition of
     "Specially Serviced Mortgage Loan") by the related Mortgagor of the three
     consecutive full and timely Monthly Payments under the terms of such
     Serviced Mortgage Loan (as such terms may have been changed or modified in
     connection with a bankruptcy or similar proceeding involving the related
     Mortgagor or by reason of a modification, extension, waiver or amendment
     granted or agreed to by the Master Servicer or the Special Servicer
     pursuant to Section 3.20), but only if such three consecutive full and
     timely Monthly Payments are in fact made within three months of such
     termination, removal or resignation;

in each case until the Workout Fee for any such Serviced Mortgage Loan ceases to
be payable in accordance with the preceding sentence.

          As further compensation for its activities hereunder, the Special
Servicer shall also be entitled to receive the Liquidation Fee with respect to
each Specially Serviced Mortgage Loan as to which it receives a full, partial or
discounted payoff and, subject to the provisos to the next sentence, each
Specially Serviced Mortgage Loan and Administered REO Property as to which it
receives Net Liquidation Proceeds. As to each such Specially Serviced Mortgage
Loan or Administered REO Property, subject to the following paragraph, the
Liquidation Fee shall be payable from, and shall be calculated by application of
the Liquidation Fee Rate to, such full, partial or discounted payoff and/or such
Net Liquidation Proceeds (exclusive of any portion of such payoff or proceeds
that represents Default Interest and/or Additional Interest); provided that no
Liquidation Fee shall be payable (i) with respect to any Specially Serviced
Mortgage Loan that becomes a Corrected Mortgage Loan or (ii) from,


                                      -182-



or based upon the receipt of, Liquidation Proceeds collected in connection with
the purchase of any Specially Serviced Trust Mortgage Loan by a Purchase Option
Holder pursuant to Section 3.18, by the Special Servicer, a Controlling Class
Certificateholder, the Master Servicer, the Depositor or Lehman Brothers
pursuant to Section 9.01, by a Non-Trust Mortgage Loan Noteholder or its
designee pursuant to the related Co-Lender Agreement (unless such purchase
occurs after the expiration of 60 days from the date such Non-Trust Mortgage
Loan Noteholder's right to purchase such Specially Serviced Trust Mortgage Loan
arose under such Co-Lender Agreement and such Liquidation Fee is actually paid),
by the Depositor pursuant to Section 2.03 or by or on behalf of the UBS Mortgage
Loan Seller pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement in
connection with a Material Document Defect or a Material Breach (in either such
case, prior to the expiration of the Seller/Depositor Resolution Period), by the
Depositor pursuant to Section 2.03 or by or on behalf of the UBS Mortgage Loan
Seller pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement in
connection with the defeasance of an Early Defeasance Trust Mortgage Loan prior
to the second anniversary of the Closing Date, or by the holder of a related
mezzanine loan pursuant to a purchase right in connection with a Mortgage Loan
default as set forth in the related intercreditor agreement (unless, to the
extent permitted under the related intercreditor agreement, such purchase occurs
after the expiration of 60 days from the date such mezzanine lender's right to
purchase such defaulted Mortgage Loan arose under such intercreditor agreement
and such Liquidation Fee is actually paid; provided that, if the Master Servicer
or Special Servicer, as applicable, consents subsequent to the Closing Date to
the incurrence by the principal(s) of a Mortgagor under a Trust Mortgage Loan of
mezzanine financing in accordance with the related loan documents and enters
into an intercreditor agreement, such servicer (to the extent it is permitted to
do so under the related loan documents and applicable law and in accordance with
the Servicing Standard) shall require the related mezzanine lender to pay a
Liquidation Fee in connection with any purchase right that arises upon a
Mortgage Loan default in the event such purchase occurs after the expiration of
60 days from the date the right to purchase arises under such mezzanine
intercreditor agreement) or (iii) from, or based upon the receipt or application
of, Loss of Value Payments; and provided, further, that, in connection with any
purchase by the Depositor pursuant to Section 2.03 or the UBS Mortgage Loan
Seller pursuant to the UBS/Depositor Mortgage Loan Purchase Agreement in
connection with a Material Document Defect or a Material Breach (in either case,
subsequent to the expiration of the Seller/Depositor Resolution Period), the
Liquidation Fee shall equal 1% of the Stated Principal Balance of the
repurchased Trust Mortgage Loan (or, if an REO Property is being repurchased, 1%
of the Stated Principal Balance of the related REO Trust Mortgage Loan).

          Notwithstanding the foregoing, any Workout Fee and/or Liquidation Fee
payable in accordance with the two preceding paragraphs with respect to Mortgage
Loans or REO Mortgage Loans that comprise a Serviced Loan Combination shall be
paid from collections received on such Loan Combination on deposit in the
applicable Loan Combination Custodial Account, to the extent permitted pursuant
to Section 3.05A and the related Co-Lender Agreement.

          Notwithstanding anything to the contrary herein, a Liquidation Fee and
a Workout Fee relating to the same Mortgage Loan shall not be paid from the same
proceeds with respect to such Mortgage Loan.


                                      -183-



          Notwithstanding anything to the contrary herein, the Special Servicer
shall not be entitled to any Special Servicing Fees, Workout Fees or Liquidation
Fees with respect to any Mortgage Loan or REO Mortgage Loan or comparable deemed
mortgage loan comprising an Outside Serviced Loan Combination.

          The Special Servicer's right to receive the Special Servicing Fee, the
Workout Fee and the Liquidation Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under this Agreement.

          (d) Additional special servicing compensation in the form of the items
set forth below in clauses (i) through (v) below shall be retained by the
Special Servicer or promptly paid to the Special Servicer by the Master
Servicer, as the case may be, and shall not be required to be deposited in any
Custodial Account pursuant to Section 3.04(a) or Section 3.04A(a): (i) Net
Default Charges actually collected with respect to any Serviced Trust Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto that accrued
while the subject loan was a Specially Serviced Trust Mortgage Loan or an REO
Trust Mortgage Loan; (ii) with respect to any Specially Serviced Mortgage Loan,
100% of any and all assumption fees, assumption application fees and other
applicable fees, actually paid by a Mortgagor in accordance with the related
loan documents, with respect to any assumption or substitution agreement entered
into by the Special Servicer on behalf of the Trust (or, in the case of a
Serviced Loan Combination, on behalf of the Trust and the related Serviced
Non-Trust Mortgage Loan Noteholder(s)) pursuant to Section 3.08(b) or paid by a
Mortgagor with respect to any transfer of an interest in a Mortgagor pursuant to
Section 3.08(b); (iii) with respect to any Performing Serviced Mortgage Loan,
50% of any and all assumption fees actually paid by a Mortgagor in accordance
with the related loan documents, with respect to any assumption or substitution
agreement entered into by the Master Servicer on behalf of the Trust (or, in the
case of a Serviced Loan Combination, on behalf of the Trust and the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) pursuant to Section 3.08(a) or
paid by a Mortgagor with respect to any transfer of an interest in a Mortgagor
pursuant to Section 3.08(a); (iv) with respect to any Performing Serviced
Mortgage Loan, in the event that (x) the Master Servicer enters into an
assumption or substitution agreement pursuant to Section 3.08(a) and the related
loan documents do not provide for an assumption fee in connection therewith or
(y) the proposed transfer or assumption under Section 3.08(a) is approved and/or
processed but does not occur or (z) the proposed transfer or assumption under
Section 3.08(a) is not approved or is denied and does not occur and,
additionally, in the case of (x), (y) and (z), assumption application fees are
paid by the Mortgagor in connection therewith, then 50% of such assumption
application fees; and (v) any and all modification fees, consent fees, extension
fees and similar fees actually collected on the Serviced Mortgage Loans that are
not otherwise payable to the Master Servicer as additional master servicing
compensation pursuant to Section 3.11(b). The Special Servicer shall also be
entitled to additional special servicing compensation in the form of interest or
other income earned on deposits in any REO Account, if established, in
accordance with Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to such account for each related Investment
Period).

          (e) The Master Servicer and the Special Servicer shall each be
required to pay out of its own funds all expenses incurred by it in connection
with its servicing activities hereunder (including payment of any amounts due
and owing to any of its Sub-Servicers and the premiums for any blanket policy or
the standby fee or similar premium for any master force placed policy obtained
by it insuring against hazard losses pursuant to Section 3.07(b)), if and to the
extent such expenses are not payable directly out of any of the Custodial
Accounts or, in the case of the Special Servicer, any of the REO


                                      -184-



Accounts, and neither the Master Servicer nor the Special Servicer shall be
entitled to reimbursement for such expenses except as expressly provided in this
Agreement.

          (f) If the Master Servicer or Special Servicer is required under any
provision of this Agreement to make a Servicing Advance, but it does not do so
within 15 days after such Advance is required to be made, the Trustee shall, if
it has actual knowledge of such failure on the part of the Master Servicer or
Special Servicer, as the case may be, give written notice of such failure to, as
applicable, the Master Servicer or the Special Servicer. If such Servicing
Advance is not made by the Master Servicer or the Special Servicer, as
applicable, within three (3) Business Days after such notice is given to the
Master Servicer or the Special Servicer, as the case may be, then (subject to
Section 3.11(h)) the Trustee shall make such Servicing Advance. If the Trustee
fails to make any Servicing Advance required to be made under this Agreement,
then (subject to Section 3.11(h)) the Fiscal Agent shall make such Servicing
Advance within one (1) Business Day of such failure by the Trustee and, if so
made, the Trustee shall be deemed not to be in default under this Agreement.

          (g) The Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent shall each be entitled to receive interest at the Reimbursement
Rate in effect from time to time, compounded annually, accrued on the amount of
each Servicing Advance made thereby (with its own funds) for so long as such
Servicing Advance is outstanding, such interest to be payable: (i) first, in
accordance with Sections 3.05(a) and 3.26, out of any Default Charges on deposit
in the Pool Custodial Account that were collected on or in respect of the
particular Trust Mortgage Loan or REO Trust Mortgage Loan as to which such
Servicing Advance relates (provided that such Default Charges will only be
applied to pay interest accrued on such Servicing Advance through the date that
such Default Charges were received); and (ii) then, if and to the extent that
such Default Charges are insufficient to cover such interest, but not before the
related Advance has been reimbursed pursuant to this Agreement, out of general
collections on the Trust Mortgage Loans and REO Trust Mortgage Loans on deposit
in the Pool Custodial Account; provided that, if such Servicing Advance was made
with respect to a Serviced Loan Combination or any related Mortgaged Property,
then such interest shall first be payable out of amounts on deposit in the
related Loan Combination Custodial Account in accordance with Section 3.05A and
the related Co-Lender Agreement. The Master Servicer shall reimburse itself, the
Special Servicer, the Trustee or the Fiscal Agent, as appropriate, in accordance
with Section 3.03, Section 3.05(a) or Section 3.05A, as applicable, for any
Servicing Advance as soon as practicable after funds available for such purpose
are deposited in the applicable Custodial Account. Notwithstanding the
foregoing, upon a determination that a previously made Servicing Advance is a
Nonrecoverable Servicing Advance, instead of obtaining reimbursement out of
general collections on the Mortgage Pool immediately, any of the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as applicable,
may, in its sole discretion, elect to obtain reimbursement for such
Nonrecoverable Servicing Advance over a period of time (not to exceed 12 months
or such longer period of time as is approved in writing by the Controlling Class
Representative) and the unreimbursed portion of such Servicing Advance will
accrue interest at the Reimbursement Rate in effect from time to time. At any
time after such a determination to obtain reimbursement over time in accordance
with the preceding sentence, the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent, as applicable, may, in its sole discretion, decide
to obtain reimbursement immediately. The fact that a decision to recover such
Nonrecoverable Servicing Advance over time, or not to do so, benefits some
Classes of Certificateholders to the detriment of other Classes shall not
constitute a violation of the Servicing Standard by the Master Servicer, or a
breach of any fiduciary duty owed to the Certificateholders by the Trustee or
the Fiscal Agent, or a breach of any other contractual obligation owed to the
Certificateholders by any party to this Agreement.


                                      -185-



          (h) Notwithstanding anything herein to the contrary, none of the
Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent shall be
required to make out of its own funds any Servicing Advance that would, if made,
constitute a Nonrecoverable Servicing Advance. The determination by the Master
Servicer or the Special Servicer that it has made (or, in the case of the
Special Servicer, that the Master Servicer has, with respect to a Specially
Serviced Mortgage Loan or an REO Property, made) a Nonrecoverable Servicing
Advance or that any proposed Servicing Advance, if made, would constitute a
Nonrecoverable Servicing Advance, shall be made in accordance with the Servicing
Standard and shall be evidenced by an Officer's Certificate delivered promptly
to the Trustee and the Depositor (and, in the case of a Servicing Advance with
respect to a Serviced Loan Combination, the related Non-Trust Mortgage Loan
Noteholder(s)), setting forth the basis for such determination, together with a
copy of any appraisal of the related Mortgaged Property or REO Property, as the
case may be (which appraisal shall be an expense of the Trust, shall take into
account the factors specified in Section 3.18 and shall have been conducted by
an Independent Appraiser in accordance with the standards of the Appraisal
Institute within the twelve months preceding such determination of
nonrecoverability), and further accompanied by related Mortgagor operating
statements and financial statements, budgets and rent rolls of the related
Mortgaged Property (to the extent available and/or in the Master Servicer's or
the Special Servicer's possession) and any engineers' reports, environmental
surveys or similar reports that the Master Servicer or the Special Servicer may
have obtained and that support such determination. If the Master Servicer
intends to obtain an appraisal in connection with the foregoing, the Master
Servicer shall so notify the Special Servicer and consult with the Special
Servicer regarding such appraisal. In determining whether any Servicing Advance
constitutes a Nonrecoverable Servicing Advance, the Master Servicer and the
Special Servicer shall each be entitled to consider (among other things) only
the obligations of the related Mortgagor under the terms of the related Mortgage
Loan (as such terms may have been modified), to consider (among other things)
the related Mortgaged Property in its "as is" or then current condition and
occupancies, as modified by such party's reasonable assumptions regarding the
possibility and effects of future adverse change with respect to the related
Mortgaged Property, to estimate and consider (among other things) future
expenses and to estimate and consider (among other things) the timing of
recoveries. In addition, the Master Servicer or the Special Servicer may update
or change its recoverability determination at any time with respect to any
Servicing Advance, and the Master Servicer may obtain from the Special Servicer
any analysis, appraisals or market value estimates or other information in the
possession of the Special Servicer for purposes of determining whether a
Servicing Advance is a Nonrecoverable Servicing Advance. The Trustee and the
Fiscal Agent shall be entitled to rely, conclusively, on any determination by
the Master Servicer or the Special Servicer that a Servicing Advance, if made,
would be a Nonrecoverable Servicing Advance; provided, however, that if the
Master Servicer or the Special Servicer has failed to make a Servicing Advance
for reasons other than a determination by the Master Servicer or the Special
Servicer, as applicable, that such Servicing Advance would be a Nonrecoverable
Advance, the Trustee or the Fiscal Agent, as applicable, shall make such
Servicing Advance within the time periods required by Section 3.11(f) unless the
Trustee or the Fiscal Agent, in good faith, makes a determination that such
Servicing Advance would be a Nonrecoverable Advance.

          (i) Notwithstanding anything set forth herein to the contrary, the
Master Servicer shall (at the direction of the Special Servicer if a Specially
Serviced Mortgage Loan or an Administered REO Property is involved) pay directly
out of the Pool Custodial Account and/or (if a Serviced Loan Combination is
involved) the related Loan Combination Custodial Account, in accordance with
Section 3.05(a) or Section 3.05A, as applicable, any servicing expense that, if
advanced by the Master Servicer or the Special Servicer, would constitute a
Nonrecoverable Servicing Advance; provided that the Master


                                      -186-



Servicer (or the Special Servicer, if a Specially Serviced Mortgage Loan or an
Administered REO Property is involved) has determined in accordance with the
Servicing Standard that making such payment, in the case of withdrawals from a
Loan Combination Custodial Account, is in the best interests of the
Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s) (as a collective whole), or, in the case of withdrawals from the
Pool Custodial Account, is in the best interests of the Certificateholders (as a
collective whole), as evidenced in each case by an Officer's Certificate
delivered promptly to the Trustee, the Depositor, the Controlling Class
Representative and any affected Serviced Non-Trust Mortgage Loan Noteholder(s),
setting forth the basis for such determination and accompanied by any
information that such Person may have obtained that supports such determination.
A copy of any such Officer's Certificate (and accompanying information) of the
Master Servicer shall also be promptly delivered to the Special Servicer, and a
copy of any such Officer's Certificate (and accompanying information) of the
Special Servicer shall also be promptly delivered to the Master Servicer. The
Master Servicer may conclusively rely on any information in this regard provided
by the Special Servicer (if other than the Master Servicer or an Affiliate
thereof).

          SECTION 3.12. Property Inspections; Collection of Financial
                        Statements; Delivery of Certain Reports.

          (a) The Special Servicer shall perform or cause to be performed a
physical inspection of the Mortgaged Property securing a Serviced Mortgage Loan
as soon as practicable after such Serviced Mortgage Loan becomes a Specially
Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan
remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by
the Master Servicer, at the direction of the Special Servicer, and shall be
reimbursable as a Servicing Advance. In addition, the Special Servicer shall
perform or cause to be performed a physical inspection of each of the
Administered REO Properties at least once per calendar year, the cost of which
shall be paid by the Master Servicer, at the direction of the Special Servicer,
and shall be reimbursable as a Servicing Advance. Beginning in 2006, the Master
Servicer shall at its expense perform or cause to be performed a physical
inspection of each Mortgaged Property securing a Performing Serviced Mortgage
Loan: (i) at least once every two calendar years in the case of Mortgaged
Properties securing Performing Serviced Mortgage Loans that have outstanding
principal balances of (or Mortgaged Properties having allocated loan amounts of)
$2,000,000 or less; and (ii) at least once every calendar year in the case of
all other such Mortgaged Properties; provided that, the Master Servicer will not
be required to perform or cause to be performed an inspection on a Mortgaged
Property if such Mortgaged Property has been inspected by the Master Servicer or
the Special Servicer in the preceding six months. The Master Servicer and the
Special Servicer shall each promptly prepare or cause to be prepared and deliver
to the Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if
the subject Mortgaged Property secures a Serviced Loan Combination) and each
other a written report of each such inspection performed by it that sets forth
in detail the condition of the Mortgaged Property and that specifies the
existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of
which the Master Servicer or the Special Servicer, as applicable, is aware, (ii)
any change in the condition or value of the Mortgaged Property that the Master
Servicer or the Special Servicer, as applicable, in its reasonable, good faith
judgment, considers material, or (iii) any waste committed on the Mortgaged
Property. The Master Servicer and Special Servicer shall each forward copies of
any such inspection reports prepared by it to the Underwriters and the
Controlling Class Representative upon request, subject to payment of a
reasonable fee.


                                      -187-



          The Special Servicer, in the case of each Specially Serviced Mortgage
Loan and each REO Mortgage Loan that relates to an Administered REO Property,
and the Master Servicer, in the case of each Performing Serviced Mortgage Loan,
shall each, consistent with the Servicing Standard, use reasonable efforts to
obtain quarterly, annual and other periodic operating statements and rent rolls
with respect to each of the related Mortgaged Properties and REO Properties. The
Special Servicer shall, promptly following receipt, deliver copies of the
operating statements and rent rolls received or obtained by it to the Master
Servicer. The Master Servicer shall promptly deliver copies of the operating
statements and rent rolls received or obtained by it (including pursuant to the
preceding sentence) to the Trustee, the Special Servicer, any related Serviced
Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property secures
a Serviced Loan Combination) or any Controlling Class Certificateholder, in each
case upon request.

          Within 30 days after receipt by the Master Servicer or Special
Servicer, as applicable, of any annual operating statements with respect to any
Mortgaged Property (other than a Mortgaged Property that secures an Outside
Serviced Loan Combination) or Administered REO Property, the Master Servicer
(with respect to a Mortgaged Property that secures a Performing Serviced
Mortgage Loan) and the Special Servicer (with respect to a Mortgaged Property
that secures a Specially Serviced Mortgage Loan or with respect to an
Administered REO Property) shall prepare or update and forward to the Trustee a
CMSA NOI Adjustment Worksheet for such Mortgaged Property or Administered REO
Property (with, upon request, the annual operating statements attached thereto
as an exhibit).

          The Master Servicer, with respect to a Mortgaged Property that secures
a Performing Serviced Mortgage Loan, and the Special Servicer, with respect to a
Mortgaged Property that secures a Specially Serviced Mortgage Loan or with
respect to an Administered REO Property, shall prepare and maintain one CMSA
Operating Statement Analysis Report for each such Mortgaged Property and
Administered REO Property. The CMSA Operating Statement Analysis Report for each
such Mortgaged Property and REO Property is to be updated by the Master Servicer
or Special Servicer, as applicable, within 30 days after its receipt of updated
operating statements for a Mortgaged Property or REO Property, as the case may
be. The Master Servicer or Special Servicer, as applicable, shall use the
"Normalized" column from the CMSA NOI Adjustment Worksheet for any Mortgaged
Property or REO Property, as the case may be, to update and normalize the
corresponding annual year-end information in the CMSA Operating Statement
Analysis Report and shall use any annual operating statements and related data
fields received with respect to any Mortgaged Property or REO Property, as the
case may be, to prepare the CMSA NOI Adjustment Worksheet for such property.
Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment
Worksheets (as well as any comparable items received with respect to an Outside
Serviced Trust Mortgage Loan or any related REO Property) are to be forwarded by
the Master Servicer or the Special Servicer, as applicable, to each other, the
Trustee and any Controlling Class Certificateholder, in each case upon request.

          (b) Not later than 12:00 p.m. (New York City time) on the Business Day
after each Trust Determination Date, the Special Servicer shall deliver or cause
to be delivered to the Master Servicer the following reports with respect to the
Specially Serviced Trust Mortgage Loans and any Administered REO Properties and,
to the extent that the subject information relates to when they were Specially
Serviced Trust Mortgage Loans, with respect to any Corrected Trust Mortgage
Loans, providing the required information as of the related Determination Date:
(A) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a
CMSA Delinquent Loan Status Report; (D) a


                                      -188-



Loan Payoff Notification Report; (E) a CMSA Historical Liquidation Report; (F) a
CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (G) a
CMSA REO Status Report.

          (c) Not later than 1:00 p.m. (New York City time) on the second
Business Day prior to each Distribution Date, the Master Servicer shall furnish
to the Trustee and, upon request, to the Depositor, the Underwriters and the
Special Servicer, by electronic transmission (or in such other form to which the
Trustee or the Depositor, as the case may be, and the Master Servicer may
agree), an accurate and complete CMSA Loan Periodic Update File providing the
required information for the Trust Mortgage Loans and any REO Trust Mortgage
Loans as of the related Determination Date (or, in the case of an Outside
Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect thereto, as of the end of the related Underlying Collection Period). Not
later than 2:00 p.m. (New York City time) on the first Business Day prior to
each Distribution Date, the Master Servicer shall deliver or cause to be
delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon
request, any Controlling Class Certificateholder: (i) the most recent CMSA
Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical
Liquidation Report and CMSA REO Status Report received from the Special Servicer
pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA
Financial File, CMSA Loan Setup File (if modified), CMSA Loan Level Reserve/LOC
Report, CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status
Report and Loan Payoff Notification Report (in each case combining the reports
prepared by the Special Servicer and the Master Servicer); (iii) a CMSA Servicer
Watch List with information that is current as of the related Determination Date
with respect to each subject Trust Mortgage Loan; and (iv) a CMSA Advance
Recovery Report providing the required information for the Trust Mortgage Loans
and any REO Trust Mortgage Loans as of the related Determination Date (or, in
the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto, as of the end of the related Underlying
Collection Period). The Master Servicer shall incorporate in the foregoing
reports referred to above in this Section 3.12(c) any information and reports
received (by the date in the month of such Distribution Date that such
information and reports are scheduled to be received in accordance with the
related Outside Servicing Agreement) from the applicable Outside Servicer with
respect to each Outside Serviced Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto. The Master Servicer shall include on one of
such reports updated information as of the applicable Determination Date
regarding the amount of accrued and unpaid interest on Advances in accordance
with Section 3.11(g) and/or 4.03(d), such information to be presented on a
loan-by-loan basis.

          (d) If the Master Servicer or the Special Servicer determines, in its
reasonable judgment, that information regarding the Trust Mortgage Loans and REO
Properties (in addition to the information otherwise required to be contained in
the CMSA Investor Reporting Package) should be disclosed to Certificateholders
and Certificate Owners, then the Master Servicer or, solely as to Specially
Serviced Mortgage Loans and Administered REO Properties, the Special Servicer,
shall so notify the Trustee, set forth such information in an additional report,
in a format reasonably acceptable to the Trustee and the Master Servicer and, if
applicable, the Special Servicer (the "Supplemental Report"), and deliver such
report to the Trustee upon preparation thereof or simultaneously with the
delivery of the Master Servicer's reports described in Section 3.12(c).

          In addition, during any fiscal year of the Trust until the Trustee
provides written notice that it has filed a Form 15 with respect to the Trust as
to that fiscal year in accordance with Section 8.15(c), each of the Master
Servicer (solely with respect to Performing Serviced Mortgage Loans) and


                                      -189-



the Special Servicer (solely with respect to Specially Serviced Mortgage Loans
and Administered REO Properties and any material impairment to any such Mortgage
Loan or REO Property), shall monitor for the occurrence of any events specified
under Section 8.15(b) and (to the extent the Master Servicer or the Special
Servicer, as applicable, has actual knowledge of, or should (in performing its
obligations in accordance with the Servicing Standard) have actual knowledge of,
any such event) shall promptly, but not later than one Business Day after
obtaining knowledge of such event, so notify the Trustee and the Depositor, set
forth such information in a Supplemental Report, and deliver such report to the
Trustee upon preparation thereof.

          (e) The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.12(b) in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer, and the Master
Servicer shall deliver to the Trustee, the Special Servicer and, upon request,
any Controlling Class Certificateholder the reports set forth in Section 3.12(c)
in an electronic format reasonably acceptable to the Master Servicer and the
Trustee. The Master Servicer may, absent manifest error, conclusively rely on
the reports to be provided by the Special Servicer pursuant to Section 3.12(b)
and, with respect to an Outside Serviced Trust Mortgage Loan or an Outside
Administered REO Property, by a related Outside Servicer pursuant to the related
Outside Servicing Agreement. The Trustee may, absent manifest error,
conclusively rely on the reports to be provided by the Master Servicer pursuant
to Section 3.12(c) to the extent that the underlying information is solely
within the control of the Master Servicer or the Special Servicer, and the
Trustee shall not be responsible to recompute, recalculate or verify the
information provided to it by the Master Servicer. In the case of information or
reports to be furnished by the Master Servicer to the Trustee pursuant to
Section 3.12(c), if and to the extent that such information is based on reports
to be provided by the Special Servicer pursuant to Section 3.12(b) or by an
Outside Servicer pursuant to an Outside Servicing Agreement, or if and to the
extent such reports are to be prepared and delivered by the Special Servicer
pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside
Servicing Agreement, then, so long as the Master Servicer and the party required
to provide the subject reports are not the same Person or Affiliates, the Master
Servicer shall have no obligation to provide such information or reports to the
Trustee until it has received such information or reports from the Special
Servicer or the relevant Outside Servicer, as applicable. The Master Servicer
shall not be in default hereunder due to a delay in providing the reports
required by Section 3.12(c) caused by the Special Servicer's failure to timely
provide any report required under Section 3.12(b) of this Agreement, or by an
Outside Servicer's failure to provide any report required to be provided to the
holder of the related Outside Serviced Trust Mortgage Loan pursuant to the
related Outside Servicing Agreement or the related Co-Lender Agreement, as
applicable.

          (f) The preparation and maintenance by the Master Servicer and the
Special Servicer of all the reports specified in this Section 3.12, including
the calculations made therein, shall be done in accordance with CMSA standards
to the extent applicable thereto.

          SECTION 3.12A. Preparation and Delivery of Certain Statements and
                         Reports to the Serviced Non-Trust Mortgage Loan
                         Noteholders.

          (a) The Master Servicer shall promptly deliver to each Serviced
Non-Trust Mortgage Loan Noteholder: (i) copies of operating statements and rent
rolls; (ii) upon request, annual CMSA NOI Adjustment Worksheets (with annual
operating statements as exhibits); and (iii) annual CMSA


                                      -190-



Operating Statement Analysis Reports, in each case prepared, received or
obtained by it pursuant to Section 3.12 with respect to the Mortgaged Property
securing the related Serviced Loan Combination.

          (b) If the Mortgage Loans forming a Serviced Loan Combination
constitute Specially Serviced Mortgage Loans, or if a Mortgaged Property
securing a Serviced Loan Combination has become an REO Property, then each
calendar month, not later than 12:00 p.m. (New York City time) on the Business
Day after the applicable Loan Combination Determination Date in such month, the
Special Servicer shall deliver or cause to be delivered to the Master Servicer
the following reports with respect to such Serviced Loan Combination and/or the
related Mortgaged Property, providing the required information as of such Loan
Combination Determination Date: (i) a CMSA Property File (or similar report
satisfactory to the Master Servicer); and (ii) a CMSA Comparative Financial
Status Report (or similar report satisfactory to the Master Servicer). If the
Mortgage Loans forming a Serviced Loan Combination constitute Specially Serviced
Mortgage Loans, or if a Mortgaged Property securing a Serviced Loan Combination
has become an REO Property, then each calendar month, not later than 10:00 a.m.
(New York City time) on the second Business Day prior to the applicable Loan
Combination Master Servicer Remittance Date in such month, the Special Servicer
shall deliver or cause to be delivered to the Master Servicer such of the
following reports as may be relevant with respect to such Serviced Loan
Combination and/or the related Mortgaged Property: (i) a CMSA Delinquent Loan
Status Report; (ii) a Loan Payoff Notification Report, (iii) a CMSA Historical
Liquidation Report; (iv) a CMSA Historical Loan Modification and Corrected
Mortgage Loan Report; and (v) a CMSA REO Status Report.

          (c) Prior to 12:00 noon (New York City time) on each applicable Master
Servicer Remittance Date, the Master Servicer shall, with respect to each
Serviced Loan Combination, prepare all Loan Combination Servicing Reports as may
be relevant and that are not otherwise required to be prepared by the Special
Servicer pursuant to Section 3.12A(b). The Master Servicer shall also include on
one of such reports updated information as of the applicable Loan Combination
Determination Date regarding the amount of accrued and unpaid interest on
Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to
be presented on a loan-by-loan basis.

          (d) The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.12A(b) in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer. The Master Servicer
may, absent manifest error, conclusively rely on the reports to be provided by
the Special Servicer pursuant to Section 3.12A(b). In the case of information or
reports to be furnished by the Master Servicer to a Serviced Non-Trust Mortgage
Loan Noteholder pursuant to Section 3.12A(f), to the extent that such
information is based on reports to be provided by the Special Servicer pursuant
to Section 3.12A(b) and/or that such reports are to be prepared and delivered by
the Special Servicer pursuant to Section 3.12A(b), so long as the Master
Servicer and the Special Servicer are not the same Person or Affiliates, the
Master Servicer shall have no obligation to provide such information or reports
until it has received such information or reports from the Special Servicer, and
the Master Servicer shall not be in default hereunder due to a delay in
providing the reports required by Section 3.12A(f) caused by the Special
Servicer's failure to timely provide any report required under Section 3.12A(b)
of this Agreement.

          (e) The preparation and maintenance by the Master Servicer and the
Special Servicer of all the reports specified in this Section 3.12A, including
the calculations made therein, shall be done in accordance with CMSA standards,
to the extent applicable thereto.


                                      -191-



          (f) Not later than 12:00 noon (New York City time) on each related
Master Servicer Remittance Date, the Master Servicer shall forward to the
related Non-Trust Mortgage Loan Noteholder(s) all related Loan Combination
Servicing Reports prepared with respect to each Serviced Loan Combination,
pursuant to this Section 3.12A, during the calendar month in which such Master
Servicer Remittance Date occurs.

          (g) The Master Servicer shall only be obligated to deliver the
statements, reports and information contemplated by Section 3.12A(f) to the
extent it receives the necessary underlying information from the Special
Servicer and shall not be liable for its failure to deliver such statements,
reports and information on the prescribed due dates, to the extent caused by the
failure of the Special Servicer to deliver timely such underlying information.
Nothing herein shall obligate the Master Servicer or the Special Servicer to
violate any applicable law prohibiting disclosure of information with respect to
the related Mortgagor, and the failure of the Master Servicer or the Special
Servicer to disseminate information for such reason shall not be a breach
hereunder.

          Absent manifest error of which it has actual knowledge, neither the
Master Servicer nor the Special Servicer shall be responsible for the accuracy
or completeness of any information supplied to it by a Mortgagor, a Mortgage
Loan Seller or third party that is included in any reports, statements,
materials or information prepared or provided by the Master Servicer or the
Special Servicer, as applicable, pursuant to this Agreement. Neither the Master
Servicer nor the Special Servicer shall have any obligation to verify the
accuracy or completeness of any information provided by a Mortgagor, a Mortgage
Loan Seller, a third party or each other.

          SECTION 3.13. Annual Statement as to Compliance.

          Each of the Master Servicer and the Special Servicer shall deliver to
the Trustee, the Rating Agencies, the Depositor, the Underwriters, each Serviced
Non-Trust Mortgage Loan Noteholder and each other, on or before April 30 of each
year, beginning in 2006 (or, as to any such year, such earlier date as is
contemplated by the last sentence of this Section 3.13), an Officer's
Certificate (the "Annual Performance Certification") stating, as to the signer
thereof, that (i) a review of the activities of the Master Servicer or the
Special Servicer, as the case may be, during the preceding calendar year (or, in
the case of the first such certification, during the period from the Closing
Date to December 31, 2005, inclusive) and, in particular, of its performance
under this Agreement, has been made under such officer's supervision, (ii) to
the best of such officer's knowledge, based on such review, the Master Servicer
or the Special Servicer, as the case may be, has fulfilled all of its material
obligations under this Agreement in all material respects throughout such
preceding calendar year or portion thereof (or, if there has been a default in
the fulfillment of any such obligation, specifying each such default known to
such officer and the nature and status thereof), and (iii) the Master Servicer
or the Special Servicer, as the case may be, has received no notice regarding
the qualification, or challenging the status, of any REMIC Pool as a REMIC or
the Grantor Trust (if created hereunder taking into account Section 2.05(b)) as
a grantor trust, from the IRS or any other governmental agency or body (or, if
it has received any such notice, specifying the details thereof).
Notwithstanding the timing provided for in the first sentence of this paragraph,
if (as confirmed in writing by the Depositor) the Depositor or any other party
hereto is required to file an Annual Report on Form 10-K with the Commission in
respect of the Trust covering any particular calendar year, or (if applicable)
any other depositor, trustee and/or other certifying party and certifying
officer with respect to a related securitization trust is required to file an
Annual Report on Form 10-K with the Commission in connection with the
securitization of any Serviced Non-Trust


                                      -192-



Mortgage Loan covering any particular calendar year, then the Annual Performance
Certification to be delivered by each of the Master Servicer and the Special
Servicer during the following year, shall be delivered on or before March 20 of
such following year to the Depositor, each Serviced Non-Trust Mortgage Loan
Noteholder and any such depositor, trustee and/or other certifying party and
certifying officer with respect to a related securitization trust, as
applicable; and the Master Servicer and the Special Servicer are hereby notified
that the Depositor is required to file an Annual Report on Form 10-K with the
Commission in respect of the Trust covering calendar year 2005.

          SECTION 3.14. Reports by Independent Public Accountants.

          On or before April 30 of each year, beginning in 2006 (or, as to any
such year, such earlier date as is contemplated by the last sentence of this
paragraph), each of the Master Servicer and the Special Servicer at its expense
shall cause a firm of independent public accountants (which may also render
other services to the Master Servicer or the Special Servicer) that is a member
of the American Institute of Certified Public Accountants to furnish a statement
(the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the
Depositor, the Underwriters, each Serviced Non-Trust Mortgage Loan Noteholder
and each other, to the effect that (i) such firm has obtained a letter of
representation regarding certain matters from the management of the Master
Servicer or the Special Servicer, as applicable, which includes an assertion
that the Master Servicer or the Special Servicer, as applicable, has complied
with certain minimum mortgage loan servicing standards (to the extent applicable
to commercial and multifamily mortgage loans), identified in the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America, with respect to the servicing of commercial and
multifamily mortgage loans during the most recently completed calendar year, and
(ii) on the basis of an examination conducted by such firm in accordance with
standards established by the American Institute of Certified Public Accountants,
such representation is fairly stated in all material respects, subject to such
exceptions and other qualifications that may be appropriate. In rendering its
report such firm may rely, as to matters relating to the direct servicing of
commercial and multifamily mortgage loans by sub-servicers, upon comparable
reports of firms of independent certified public accountants rendered (within
one year of such report) on the basis of examinations conducted in accordance
with the same standards with respect to those sub-servicers. Notwithstanding the
timing provided for in the first sentence of this paragraph, if (as confirmed in
writing by the Depositor) the Depositor is required to file an Annual Report on
Form 10-K with the Commission in respect of the Trust covering any particular
calendar year, or (if applicable) any other depositor, trustee and/or other
certifying party and certifying officer with respect to a related securitization
trust is required to file an Annual Report on Form 10-K with the Commission in
connection with the securitization of any Serviced Non-Trust Mortgage Loan
covering any particular calendar year, then the Annual Accountants' Report to be
delivered on behalf of each of the Master Servicer and the Special Servicer
during the following year shall be delivered to the Depositor, the Trustee, each
Serviced Non-Trust Mortgage Loan Noteholder and any such depositor, trustee
and/or other certifying party and certifying officer with respect to a related
securitization trust, as applicable, on or before March 20 of such following
year and shall not contain any restrictions on the filing thereof with the
Commission with respect to calendar year 2005; and the Master Servicer and the
Special Servicer are hereby notified that the Depositor is required to file an
Annual Report on Form 10-K (including the foregoing Annual Accountants' Report)
with the Commission in respect of the Trust covering calendar year 2005. In the
event the Trustee does not receive the Annual Accountants' Report from the
Master Servicer or the Special Servicer, as applicable, by March 20th of any
year during which an Annual Report on Form 10-K is required to be filed with the
Commission with respect to the Trust, then the Trustee shall forward a Servicer
Notice to the Master


                                      -193-



Servicer or the Special Servicer, as the case may be, and the Depositor within
one (1) Business Day of such failure. For the purposes of the preceding sentence
of this Section 3.14 and Section 7.01(v)(B) of this Agreement, a "Servicer
Notice" shall constitute either any writing forwarded to such party or, solely
in the case of the Master Servicer, notwithstanding the provisions of Section
11.05, e-mail notice which shall be forwarded to all of the following e-mail
addresses: recmcres.compliance@wachovia.com; clyde.alexander@wachovia.com; and
lars.carlsten@wachovia.com, or such other e-mail addresses as are provided in
writing by the Master Servicer to the Trustee and the Depositor; provided that
any party to this Agreement (or someone acting on their behalf) shall only be
required to forward any such notice to be delivered to the Master Servicer to no
more than three e-mail addresses in the aggregate in order to fulfill its
notification requirement as set forth in the preceding sentence and/or under the
provisions of Section 7.01(v)(B).

          The Master Servicer and the Special Servicer, to the extent
applicable, will reasonably cooperate with the Depositor in conforming any
reports delivered pursuant to this Section 3.14 to requirements imposed by the
Commission on the Depositor in connection with the Depositor's reporting
requirements in respect of the Trust Fund pursuant to the Exchange Act, provided
that the Master Servicer and Special Servicer shall each be entitled to charge
the Depositor for any reasonable additional costs and expenses incurred in
affording the Depositor such cooperation.

          SECTION 3.15. Access to Certain Information.

          (a) Each of the Master Servicer and the Special Servicer shall afford
to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any
Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any
Certificate Owner (identified as such to the reasonable satisfaction of the
Master Servicer or the Special Servicer, as the case may be), and to the OTS,
the FDIC and any other banking or insurance regulatory authority that may
exercise authority over any Certificateholder, any Certificate Owner (identified
as such to the reasonable satisfaction of the Master Servicer or the Special
Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan
Noteholder, access to any records regarding the Serviced Mortgage Loans and the
servicing thereof within its control (which access shall be limited, in the case
of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority
seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder,
to records relating to the related Serviced Non-Trust Mortgage Loan), except to
the extent it is prohibited from doing so by applicable law or contract or to
the extent such information is subject to a privilege under applicable law to be
asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage
Loan Noteholders. Such access shall be afforded only upon reasonable prior
written request and during normal business hours at the offices of the Master
Servicer or the Special Servicer, as the case may be, designated by it.

          In connection with providing or granting any information or access
pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a
Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may
exercise authority over a Certificateholder, a Certificate Owner or a Serviced
Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer
each may require payment from such Certificateholder, a Certificate Owner or a
Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the
reasonable costs and expenses of providing such information or access, including
copy charges and reasonable fees for employee time and for space; provided that
no charge may be made if such information or access was required to be given or
made available under applicable law. In connection with providing
Certificateholders and Certificate Owners


                                      -194-



access to the information described in the preceding paragraph, the Master
Servicer and the Special Servicer shall require (prior to affording such access)
a written confirmation executed by the requesting Person substantially in such
form as may be reasonably acceptable to the Master Servicer or the Special
Servicer, as the case may be, generally to the effect that such Person is a
Holder of Certificates or a beneficial holder of Book-Entry Certificates and
will keep such information confidential.

          Upon the reasonable request of any Certificateholder, or any
Certificate Owner identified to the Master Servicer to the Master Servicer's
reasonable satisfaction, the Master Servicer may provide (or forward
electronically) (at the expense of such Certificateholder or Certificate Owner)
copies of any operating statements, rent rolls and financial statements obtained
by the Master Servicer or the Special Servicer; provided that, in connection
therewith, the Master Servicer shall require a written confirmation executed by
the requesting Person substantially in such form as may be reasonably acceptable
to the Master Servicer, generally to the effect that such Person is a Holder of
Certificates or a beneficial holder of Book-Entry Certificates and will keep
such information confidential.

          (b) No less often than on a monthly basis, upon reasonable prior
notice and during normal business hours, each of the Master Servicer and the
Special Servicer shall, without charge, make a knowledgeable Servicing Officer
available to answer questions (if and to the extent the Master Servicer or the
Special Servicer, as the case may be, is responsible (or, in the case of the
Special Servicer, would be responsible upon the occurrence of a Servicing
Transfer Event) for the servicing thereof) from the following parties: (i) the
Controlling Class Representative regarding the performance and servicing of the
Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan
Combination Controlling Party regarding the performance and servicing of each
Serviced Loan Combination and/or any related REO Property. Except as provided in
the following sentence, in connection with providing the Controlling Class
Representative with the information described in the preceding sentence, the
Master Servicer and the Special Servicer shall require (prior to providing such
information for the first time to such Controlling Class Representative) a
Controlling Class Representative Confirmation (as defined in Section 6.09(b)),
generally to the effect that such Person will keep any information received by
it from time to time pursuant to this Agreement confidential (other than with
respect to communications with the Controlling Class). In the case of the
initial Controlling Class Representative, upon its or an Affiliate's acquisition
of the Class T Certificates, such entity shall be deemed to have agreed to keep
all non-public information received by it in such capacity from time to time
pursuant to this Agreement confidential, subject to applicable law, and such
initial Controlling Class Representative shall be deemed to have made such
agreement without delivery of the Controlling Class Representative Confirmation.

          SECTION 3.16. Title to REO Property; REO Accounts.

          (a) If title to any Mortgaged Property (other than a Mortgaged
Property that secures an Outside Serviced Loan Combination) is acquired, the
deed or certificate of sale shall be issued to the Trustee or its nominee on
behalf of the Certificateholders and, in the case of a Mortgaged Property that
secures a Serviced Loan Combination, on behalf of the related Serviced Non-Trust
Mortgage Loan Noteholder(s). If, pursuant to Section 3.09(b), the Special
Servicer formed or caused to be formed, at the expense of the Trust, a single
member limited liability company (of which the Trust is the sole member) for the
purpose of taking title to one or more Administered REO Properties pursuant to
this Agreement, then (subject to the interests of any affected Serviced
Non-Trust Mortgage Loan Noteholder), the deed or certificate of sale with
respect to any such Administered REO Property shall be


                                      -195-



issued to such single member limited liability company. The limited liability
company shall be a manager-managed limited liability company, with the Special
Servicer to serve as the initial manager to manage the property of the limited
liability company, including any applicable Administered REO Property, in
accordance with the terms of this Agreement as if such property was held
directly in the name of the Trust or Trustee under this Agreement.

          The Special Servicer, on behalf of the Trust Fund and, in the case of
any Administered REO Property that relates to a Serviced Loan Combination, the
related Serviced Non-Trust Mortgage Loan Noteholder(s), shall sell any
Administered REO Property by the end of the third calendar year following the
calendar year in which the applicable REMIC Pool acquires ownership of such REO
Property for purposes of Section 860G(a)(8) of the Code, unless the Special
Servicer either (i) applies, more than 60 days prior to the end of such third
succeeding year, for and is granted an extension of time (an "REO Extension") by
the IRS to sell such REO Property or (ii) obtains for the Trustee an Opinion of
Counsel, addressed to the Trustee, the Special Servicer and the Master Servicer,
to the effect that the holding by the applicable REMIC Pool of such Administered
REO Property subsequent to the end of such third succeeding year will not result
in the imposition of taxes on "prohibited transactions" (as defined in Section
860F of the Code) of any REMIC Pool or cause any REMIC Pool to fail to qualify
as a REMIC at any time that any Certificates are outstanding. If the Special
Servicer is granted the REO Extension contemplated by clause (i) of the
immediately preceding sentence or obtains the Opinion of Counsel contemplated by
clause (ii) of the immediately preceding sentence, the Special Servicer shall
sell the subject Administered REO Property within such extended period as is
permitted by such REO Extension or such Opinion of Counsel, as the case may be.
Any expense incurred by the Special Servicer in connection with its obtaining
the REO Extension contemplated by clause (i) of the second preceding sentence or
its obtaining the Opinion of Counsel contemplated by clause (ii) of the second
preceding sentence, or for the creation of and the operating of a single member
limited liability company, shall be covered by, and reimbursable as, a Servicing
Advance.

          (b) The Special Servicer shall segregate and hold all funds collected
and received in connection with any Administered REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur in
respect of any Mortgaged Property (other than a Mortgaged Property that secures
a Loan Combination), the Special Servicer shall establish and maintain one or
more accounts (collectively, the "Pool REO Account"), to be held on behalf of
the Trustee in trust for the benefit of the Certificateholders, for the
retention of revenues and other proceeds derived from each REO Property (other
than any REO Property that relates to a Loan Combination). If such REO
Acquisition occurs with respect to the Mortgaged Property that secures any
Serviced Loan Combination, then the Special Servicer shall establish one or more
accounts solely with respect to such property (the related "Loan Combination REO
Account"), to be held for the benefit of the Certificateholders and the related
Serviced Non-Trust Mortgage Loan Noteholder(s). The Pool REO Account and each
Loan Combination REO Account shall each be an Eligible Account. The Special
Servicer shall deposit, or cause to be deposited, in the applicable REO Account,
upon receipt, all REO Revenues, Insurance Proceeds, Condemnation Proceeds and
Liquidation Proceeds received in respect of any Administered REO Property. Funds
in an REO Account (other than any such funds representing Additional Interest)
may be invested in Permitted Investments in accordance with Section 3.06. The
Special Servicer shall be entitled to make withdrawals from an REO Account to
pay itself, as additional special servicing compensation in accordance with
Section 3.11(d), interest and investment income earned in respect of amounts
held in such REO Account as provided in Section 3.06(b) (but only to the extent
of the Net Investment Earnings with respect to such REO Account for any related
Investment Period). The Special


                                      -196-



Servicer shall give notice to the Trustee and the Master Servicer of the
location of each REO Account, and shall give notice to the related Serviced
Non-Trust Mortgage Loan Noteholder(s) of the location of any Loan Combination
REO Account, in each case when first established and of the new location of any
such REO Account prior to any change thereof.

          (c) The Special Servicer shall withdraw from the related REO Account
funds necessary for the proper operation, management, leasing, maintenance and
disposition of any Administered REO Property, but only to the extent of amounts
on deposit in such REO Account relating to such REO Property. On the Business
Day following each Trust Determination Date, the Special Servicer shall withdraw
from any Pool REO Account and deposit into the Pool Custodial Account (or
deliver to the Master Servicer or such other Person as may be designated by the
Master Servicer for deposit into the Pool Custodial Account) the aggregate of
all amounts received in respect of each Administered REO Property (other than
any Administered REO Property relating to a Serviced Loan Combination) during
the Trust Collection Period ending on such Trust Determination Date, net of any
withdrawals made out of such amounts pursuant to the preceding sentence and,
further, net of any reserves to be maintained in the Pool REO Account in
accordance with the last sentence of this Section 3.16(c). On the Business Day
following each related Loan Combination Determination Date, the Special Servicer
shall withdraw from the Loan Combination REO Account related to any Serviced
Loan Combination and deposit into the Loan Combination Custodial Account that
relates to such Serviced Loan Combination (or deliver to the Master Servicer or
such other Person as may be designated by the Master Servicer for deposit into
such Loan Combination Custodial Account) the aggregate of all amounts received
in respect of any Administered REO Property that relates to such Serviced Loan
Combination during the related Loan Combination Collection Period ending on such
related Loan Combination Determination Date, net of any withdrawals made out of
such amounts pursuant to the second preceding sentence and, further, net of any
reserves to be maintained in the related Loan Combination REO Account in
accordance with the last sentence of this Section 3.16(c). Notwithstanding the
foregoing, the Special Servicer may retain in the related REO Account such
portion of proceeds and collections in respect of any Administered REO Property
as may be necessary to maintain a reserve of sufficient funds for the proper
operation, management, leasing, maintenance and disposition of such REO Property
(including the creation of a reasonable reserve for repairs, replacements,
necessary capital replacements and other related expenses), such reserve not to
exceed an amount sufficient to cover such items to be incurred during the
following twelve-month period.

          (d) The Special Servicer shall keep and maintain separate records, on
a property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, each REO Account pursuant to Section 3.16(b) or (c). The
Special Servicer shall provide the Master Servicer any information with respect
to each REO Account as is reasonably requested by the Master Servicer.

          (e) Notwithstanding anything to the contrary, this Section 3.16 shall
not apply to any Outside Administered REO Property.

          SECTION 3.17. Management of REO Property.

          (a) Prior to the acquisition by it of title to a Mortgaged Property
(other than a Mortgaged Property that secures an Outside Serviced Loan
Combination), the Special Servicer shall review the operation of such Mortgaged
Property and determine the nature of the income that would be


                                      -197-



derived from such property if it were acquired by the Trust Fund. If the Special
Servicer determines from such review that:

               (i) None of the income from Directly Operating such Mortgaged
     Property would be subject to tax as "net income from foreclosure property"
     within the meaning of the REMIC Provisions or would be subject to the tax
     imposed on "prohibited transactions" under Section 860F of the Code (either
     such tax referred to herein as an "REO Tax"), then such Mortgaged Property
     may be Directly Operated by the Special Servicer as REO Property;

               (ii) Directly Operating such Mortgaged Property as REO Property
     could result in income from such property that would be subject to an REO
     Tax, but that a lease of such property to another party to operate such
     property, or the performance of some services by an Independent Contractor
     with respect to such property, or another method of operating such property
     would not result in income subject to an REO Tax, then the Special Servicer
     may (provided that in the good faith and reasonable judgment of the Special
     Servicer, it is commercially reasonable) acquire such Mortgaged Property as
     REO Property and so lease or operate such REO Property; or

               (iii) It is reasonable to believe that Directly Operating such
     property as REO Property could result in income subject to an REO Tax and
     that no commercially reasonable means exists to operate such property as
     REO Property without the Trust Fund incurring or possibly incurring an REO
     Tax on income from such property, the Special Servicer shall deliver to the
     Tax Administrator, in writing, a proposed plan (the "Proposed Plan") to
     manage such property as REO Property. Such plan shall include potential
     sources of income, and, to the extent reasonably possible, estimates of the
     amount of income from each such source. Upon request of the Special
     Servicer, the Tax Administrator shall advise the Special Servicer of the
     Tax Administrator's federal income tax reporting position with respect to
     the various sources of income that the Trust Fund would derive under the
     Proposed Plan. After receiving the information described in the preceding
     sentence from the Tax Administrator, the Special Servicer shall implement
     the Proposed Plan (after acquiring the respective Mortgaged Property as REO
     Property), with any amendments required to be made thereto as a result of
     the Tax Administrator's tax reporting position.

          The Special Servicer's decision as to how each Administered REO
Property shall be managed and operated shall be based on the Servicing Standard
and, further, based on the good faith and reasonable judgment of the Special
Servicer as to which means would be in the best interest of the
Certificateholders (and, in the case of any Administered REO Property related to
a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s)), as a collective whole, by maximizing (to the extent commercially
reasonable and consistent with Section 3.17(b)) the net after-tax REO Revenues
received with respect to such property without materially impairing the Special
Servicer's ability to promptly sell such property for a fair price. In
connection with performing their respective duties under this Section 3.17(a),
both the Special Servicer and the Tax Administrator may consult with counsel and
tax accountants, the reasonable cost of which consultation shall be covered by,
and be reimbursable as, a Servicing Advance to be made by the Special Servicer.

          (b) If title to any Administered REO Property is acquired, the Special
Servicer shall manage, conserve, protect and operate such REO Property for the
benefit of the Certificateholders (and,


                                      -198-



in the case of any Administered REO Property related to a Serviced Loan
Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)) solely
for the purpose of its prompt disposition and sale in a manner that does not and
will not: (i) cause such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code for purposes of
Section 860D(a) of the Code; or (ii) except as contemplated by Section 3.17(a),
either result in the receipt by any REMIC Pool of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code or result in an
Adverse REMIC Event or an Adverse Grantor Trust Event. Subject to the foregoing,
however, the Special Servicer shall have full power and authority to do any and
all things in connection therewith as are consistent with the Servicing Standard
and, consistent therewith, shall withdraw from the related REO Account, to the
extent of amounts on deposit therein with respect to any Administered REO
Property, funds necessary for the proper operation, management, maintenance and
disposition of such REO Property, including:

               (i) all insurance premiums due and payable in respect of such REO
     Property;

               (ii) all real estate taxes and assessments in respect of such REO
     Property that may result in the imposition of a lien thereon;

               (iii) any ground rents in respect of such REO Property; and

               (iv) all costs and expenses necessary to maintain, lease, sell,
     protect, manage, operate and restore such REO Property.

          To the extent that amounts on deposit in the related REO Account in
respect of any Administered REO Property are insufficient for the purposes set
forth in the preceding sentence with respect to such REO Property, the Master
Servicer shall, at the direction of the Special Servicer, make Servicing
Advances in such amounts as are necessary for such purposes unless the Master
Servicer determines, in accordance with the Servicing Standard, that such
payment would be a Nonrecoverable Advance; provided, however, that the Master
Servicer may make any such Servicing Advance without regard to recoverability if
it is a necessary fee or expense incurred in connection with the defense or
prosecution of legal proceedings.

          (c) Without limiting the generality of the foregoing, the Special
Servicer shall not, with respect to any Administered REO Property:

               (i) enter into, renew or extend any New Lease with respect to
     such Administered REO Property, if the New Lease, by its terms would give
     rise to any income that does not constitute Rents from Real Property;

               (ii) permit any amount to be received or accrued under any New
     Lease other than amounts that will constitute Rents from Real Property;

               (iii) authorize or permit any construction on such Administered
     REO Property, other than the completion of a building or other improvement
     thereon, and then only if more than 10% of the construction of such
     building or other improvement was completed before default on the related
     Serviced Mortgage Loan became imminent, all within the meaning of Section
     856(e)(4)(B) of the Code; or


                                      -199-



               (iv) Directly Operate, or allow any other Person, other than an
     Independent Contractor, to Directly Operate such Administered REO Property
     on any date more than 90 days after the related REO Acquisition;

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Master Servicer, at the
direction of the Special Servicer, and shall be reimbursable as a Servicing
Advance) to the effect that such action would not cause such Administered REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code for purposes of Section 860D(a) of the Code at
any time that it is held by a REMIC Pool, in which case the Special Servicer may
take such actions as are specified in such Opinion of Counsel.

          (d) The Special Servicer may contract with any Independent Contractor
for the operation and management of any Administered REO Property; provided
that:

               (i) the terms and conditions of any such contract shall not be
     inconsistent herewith and shall reflect an agreement reached at arm's
     length;

               (ii) the fees of such Independent Contractor (which shall be
     expenses of the Trust Fund and, in the case of any Administered REO
     Property that relates to a Serviced Loan Combination, the related Serviced
     Non-Trust Mortgage Loan Noteholder(s)) shall be reasonable and customary in
     consideration of the nature and locality of such Administered REO Property;

               (iii) except as permitted under Section 3.17(a), any such
     contract shall require, or shall be administered to require, that the
     Independent Contractor, in a timely manner, (A) pay out of related REO
     Revenues all costs and expenses incurred in connection with the operation
     and management of such Administered REO Property, including those listed in
     Section 3.17(b) above, and (B) except to the extent that such revenues are
     derived from any services rendered by the Independent Contractor to tenants
     of such Administered REO Property that are not customarily furnished or
     rendered in connection with the rental of real property (within the meaning
     of Section 1.856-4(b)(5) of the Treasury regulations or any successor
     provision), remit all related revenues collected (net of its fees and such
     costs and expenses) to the Special Servicer upon receipt;

               (iv) none of the provisions of this Section 3.17(d) relating to
     any such contract or to actions taken through any such Independent
     Contractor shall be deemed to relieve the Special Servicer of any of its
     duties and obligations hereunder with respect to the operation and
     management of such Administered REO Property; and

               (v) the Special Servicer shall be obligated with respect thereto
     to the same extent as if it alone were performing all duties and
     obligations in connection with the operation and management of such
     Administered REO Property.

          (e) The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations under Section 3.16 and this Section 3.17 for indemnification of
the Special Servicer by any such Independent Contractor, and nothing in this
Agreement shall be deemed to limit or modify such indemnification. No agreement
entered into pursuant to this Section 3.17(d) shall be deemed a Sub-Servicing
Agreement for purposes of Section 3.22.


                                      -200-



          (f) Notwithstanding anything to the contrary, this Section 3.17 shall
not apply to any Outside Administered REO Property.

          SECTION 3.18. Sale of Trust Mortgage Loans and Administered REO
                        Properties.

          (a) The Master Servicer, the Special Servicer or the Trustee may sell
or purchase, or permit the sale or purchase of, a Trust Mortgage Loan or
Administered REO Property only in connection with a Permitted Purchase of such
Trust Mortgage Loan or Administered REO Property, as the case may be, and/or in
connection with a sale of such Administered REO Property in accordance with this
Section 3.18.

          (b) Within five (5) Business Days after any Trust Mortgage Loan has
become a Specially Serviced Trust Mortgage Loan, the Special Servicer shall give
notice of such event to the related Serviced Non-Trust Mortgage Loan
Noteholder(s) (if such Trust Mortgage Loan is part of a Serviced Loan
Combination), each Holder of a Certificate of the Controlling Class and the
Trustee. The Special Servicer, any single Certificateholder or any group of
Certificateholders entitled to a majority of the Voting Rights allocated to the
Controlling Class and any assignees of the foregoing parties (collectively, the
"Purchase Option Holders") shall each have the option to purchase such Specially
Serviced Trust Mortgage Loan at a cash price that is at least equal to the
Purchase Price; provided that a material default exists with respect to such
Specially Serviced Trust Mortgage Loan. The Special Servicer shall accept the
first offer by a Purchase Option Holder that is at least equal to the Purchase
Price for the subject Trust Mortgage Loan.

          (c) If none of the Purchase Option Holders exercises its option to
purchase any Specially Serviced Trust Mortgage Loan as described in subsection
(b) above, then each Purchase Option Holder will also have the option to
purchase that Specially Serviced Trust Mortgage Loan at a price equal to the
fair value (the "FV Price") of such Specially Serviced Trust Mortgage Loan;
provided that a material default exists with respect to such Specially Serviced
Trust Mortgage Loan. Upon receipt of a request from any Purchase Option Holder
to determine the FV Price in contemplation of its intention to exercise its
option to purchase a Specially Serviced Trust Mortgage Loan as to which a
material default exists at a price that is below the Purchase Price, the Special
Servicer shall promptly obtain an MAI appraisal of the related Mortgaged
Property by an Independent Appraiser (unless such an appraisal was obtained
within one year of such date and the Special Servicer has no knowledge of any
circumstances that would materially affect the validity of such appraisal).
Promptly after obtaining such appraisal, the Special Servicer shall determine
the FV Price for the subject Specially Serviced Trust Mortgage Loan in
accordance with the Servicing Standard and the provisions of subsection (i)
below. Promptly after determining such FV Price, the Special Servicer shall
report such FV Price to the Trustee and each Purchase Option Holder.

          (d) If the Special Servicer determines that it is willing, or another
Purchase Option Holder notifies the Special Servicer that it is willing, to
purchase any Specially Serviced Trust Mortgage Loan as to which a material
default exists (the party submitting such bid, the "Initial Bidder") at a price
equal to or above the FV Price (a "FV Bid"), then the Special Servicer shall
notify all other Purchase Option Holders that it has made or received, as the
case may be, such FV Bid (without disclosing the amount of such FV Bid). All
other Purchase Option Holders may submit competing bids within the ten (10)
Business Day period following such notice. At the conclusion of the
above-described ten (10) Business Day period, the Special Servicer shall accept
the highest bid received from any Purchase


                                      -201-



Option Holder that is at least equal to the FV Price for the subject Specially
Serviced Trust Mortgage Loan.

          (e) If the Special Servicer accepts the bid of any Purchase Option
Holder, such Purchase Option Holder shall be required to purchase the subject
Specially Serviced Trust Mortgage Loan within ten (10) Business Days of receipt
of notice of such acceptance.

          (f) If the Special Servicer has not accepted a FV Bid prior to the
expiration of 120 days from its determination of the FV Price and thereafter
receives a FV Bid or a request from a Purchase Option Holder for an updated FV
Price, the Special Servicer shall within 45 days recalculate the FV Price (with
no presumption that such FV Price should be reduced on account of the lack of an
FV Bid) and repeat the notice and bidding procedure provided in subsection (d)
above until the purchase option terminates under subsection (j) below.

          (g) If the party exercising the purchase option at the FV Price for
any Specially Serviced Trust Mortgage Loan is the Special Servicer or an
Affiliate thereof, the Trustee shall verify that the FV Price of such Trust
Mortgage Loan is at least equal to the fair value of such Trust Mortgage Loan.
In conducting such verification, the Trustee will be permitted to conclusively
rely on an appraisal obtained by the Trustee from an Independent Appraiser at
the time it is required to verify such FV Price and/or the opinion of an
Independent expert in real estate matters (including the Master Servicer) with
at least five years' experience in valuing or investing in loans, similar to the
subject Specially Serviced Trust Mortgage Loan, that has been selected by the
Trustee with reasonable care at the expense of the Trust Fund.

          (h) Any Purchase Option Holder may, once such purchase option is
exercisable pursuant to this Section 3.18, assign its purchase option with
respect to any Specially Serviced Trust Mortgage Loan to a third party other
than the related Mortgagor or, if such assignment would violate the terms of any
related co-lender, intercreditor or similar agreement, any Affiliate of the
related Mortgagor; and, upon such assignment such third party shall have all of
the rights that had been granted to the Purchase Option Holder hereunder in
respect of the purchase option. Such assignment shall only be effective upon
written notice (together with a copy of the executed assignment and assumption
agreement) being delivered to the Trustee, the Master Servicer and the Special
Servicer. Any Purchase Option Holder that acquires, pursuant to this Section
3.18, a Trust Mortgage Loan that is part of a Loan Combination must satisfy the
requirements for an acceptable transferee under the related Co-Lender Agreement.

          (i) In determining the FV Price for any Specially Serviced Trust
Mortgage Loan under this Section 3.18, the Special Servicer may take into
account, among other factors, the results of any appraisal or updated appraisal
that it or the Master Servicer may have obtained in accordance with this
Agreement within the prior twelve months; the opinions on fair value expressed
by Independent investors in mortgage loans comparable to the subject Specially
Serviced Trust Mortgage Loan; the period and amount of any delinquency on the
subject Specially Serviced Trust Mortgage Loan; the physical condition of the
related Mortgaged Property; the state of the local economy; and the expected
recoveries from the subject Specially Serviced Trust Mortgage Loan if the
Special Servicer were to pursue a workout or foreclosure strategy instead of
selling such Mortgage Loan to a Purchase Option Holder.


                                      -202-



          (j) The purchase option for any Specially Serviced Trust Mortgage Loan
pursuant to this Section 3.18 shall terminate, and shall not be exercisable as
set forth in subsections (b) and (c) above (or if exercised, but the purchase of
such Specially Serviced Mortgage Loan has not yet occurred, shall terminate and
be of no further force or effect) if and when (i) the Special Servicer has
accepted a FV Bid (although the purchase option shall resume if the Person that
submitted that FV Bid does not complete the purchase of the subject Specially
Serviced Trust Mortgage within the time period provided for under Section
3.18(e)), (ii) such Specially Serviced Trust Mortgage Loan has become a
Corrected Mortgage Loan or is otherwise no longer in material default, (iii) the
related Mortgaged Property has become an REO Property, (iv) a Final Recovery
Determination has been made with respect to such Specially Serviced Mortgage
Loan or (v) the subject Specially Serviced Trust Mortgage Loan has been removed
from the Trust Fund.

          (k) Notwithstanding anything herein to the contrary, if and for so
long as an Outside Serviced Trust Mortgage Loan constitutes a "Specially
Serviced Mortgage Loan" (or the equivalent) under the related Outside Servicing
Agreement as to which there exists a material default, then such Outside
Serviced Trust Mortgage Loan shall be deemed a "Specially Serviced Trust
Mortgage Loan" for purposes of, and be subject to the purchase options
contemplated by, Sections 3.18(b) through 3.18(j); provided that the FV Bid may
be calculated based upon, among other things, appraisals and other information
obtained from the related Outside Servicers under the related Outside Servicing
Agreement.

          (l) Until such time as a FV Bid is accepted with respect to any
Specially Serviced Trust Mortgage Loan, the Special Servicer shall continue to
pursue all of the other resolution options available to it with respect to such
Specially Serviced Trust Mortgage Loan in accordance with the Servicing
Standard.

          (m) Any Specially Serviced Trust Mortgage Loan that is purchased
pursuant to the purchase option provided for in this Section 3.18 will remain
subject to any cure and/or purchase rights of any holder of a related mezzanine
loan in connection with a Mortgage Loan default as set forth in the related
intercreditor agreement. Further, any Trust Mortgage Loan that is part of a Loan
Combination and is purchased pursuant to the purchase option provided for in
this Section 3.18 will remain subject to any cure and/or purchase rights of the
related Serviced Non-Trust Mortgage Loan Noteholder(s) provided for under the
related Co-Lender Agreement.

          (n) The Special Servicer shall use its best efforts to solicit bids
for each Administered REO Property in such manner as will be reasonably likely
to realize a fair price within the time period provided for by Section 3.16(a).
Subject to Section 6.11 and/or Section 6.12, if and as applicable, the Special
Servicer shall accept the first (and, if multiple bids are received
contemporaneously or subsequently, the highest) cash bid received from any
Person that constitutes a fair price for such Administered REO Property. If the
Special Servicer reasonably believes that it will be unable to realize a fair
price for any Administered REO Property within the time constraints imposed by
Section 3.16(a), then (subject to Section 6.11 and/or Section 6.12, in each case
if and as applicable) the Special Servicer shall dispose of such Administered
REO Property upon such terms and conditions as the Special Servicer shall deem
necessary and desirable to maximize the recovery thereon under the circumstances
and, in connection therewith, shall accept the highest outstanding cash bid,
regardless of from whom received.


                                      -203-



          (o) The Special Servicer shall give the Trustee and the Depositor
prior written notice of its intention to sell any Administered REO Property
pursuant to this Section 3.18.

          (p) No Interested Person shall be obligated to submit a bid to
purchase any Administered REO Property, and notwithstanding anything to the
contrary herein, neither the Trustee, in its individual capacity, nor any of its
Affiliates may bid for or purchase any Administered REO Property pursuant
hereto.

          (q) Whether any cash bid constitutes a fair price for any Administered
REO Property for purposes of this Section 3.18, shall be determined by the
Special Servicer or, if such cash bid is from the Special Servicer or an
Affiliate of the Special Servicer, by the Trustee. In determining whether any
bid received from the Special Servicer or an Affiliate of the Special Servicer
represents a fair price for any Administered REO Property, the Trustee shall be
supplied with and shall be entitled to rely on the most recent appraisal in the
related Servicing File conducted in accordance with this Agreement within the
preceding 12-month period (or, in the absence of any such appraisal or if there
has been a material change at the subject Administered REO Property since any
such appraisal, on a new appraisal to be obtained by the Special Servicer (the
cost of which shall be covered by, and be reimbursable as, a Servicing
Advance)). The appraiser conducting any such new appraisal shall be an
Independent Appraiser selected by the Special Servicer if neither the Special
Servicer nor any Affiliate thereof is bidding with respect to an Administered
REO Property and selected by the Trustee if either the Special Servicer or any
Affiliate thereof is so bidding. Where any Interested Person is among those
bidding with respect to an Administered REO Property, the Special Servicer shall
require that all bids be submitted to it (and, if the Special Servicer or any
Affiliate thereof is bidding, to the Trustee) in writing and be accompanied by a
refundable deposit of cash in an amount equal to 5% of the bid amount. In
determining whether any bid from a Person other than itself or one of its
Affiliates constitutes a fair price for any Administered REO Property, the
Special Servicer shall take into account the results of any appraisal or updated
appraisal that it or the Master Servicer may have obtained in accordance with
this Agreement within the prior twelve months, and any Independent Appraiser
shall be instructed to take into account, as applicable, among other factors,
the occupancy level and physical condition of the subject Administered REO
Property, the state of the local economy and the obligation to dispose of the
subject Administered REO Property within the time period specified in Section
3.16(a). The Purchase Price for any Administered REO Property shall in all cases
be deemed a fair price. Notwithstanding the other provisions of this Section
3.18, no cash bid from the Special Servicer or any Affiliate thereof shall
constitute a fair price for any Administered REO Property unless such bid is the
highest cash bid received and at least two independent bids (not including the
bid of the Special Servicer or any Affiliate thereof) have been received. In the
event the bid of the Special Servicer or any Affiliate thereof is the only bid
received or is the higher of only two bids received, then additional bids shall
be solicited. If an additional bid or bids, as the case may be, are received and
the original bid of the Special Servicer or any Affiliate thereof is the highest
of all cash bids received, then the bid of the Special Servicer or such
Affiliate shall be accepted, provided that the Trustee has otherwise determined,
as provided above in this Section 3.18(q), that such bid constitutes a fair
price for any Administered REO Property. Any bid by the Special Servicer shall
be unconditional; and, if accepted, the subject Administered REO Property shall
be transferred to the Special Servicer without recourse, representation or
warranty other than customary representations as to title given in connection
with the sale of a real property.

          (r) Subject to Sections 3.18(a) through 3.18(q) above, and further
subject to Section 6.11 and/or Section 6.12, in each case if and as applicable,
the Special Servicer shall act on behalf of the


                                      -204-



Trustee in negotiating with independent third parties seeking to purchase an
Administered REO Property and taking any other action necessary or appropriate
in connection with the sale of any Specially Serviced Trust Mortgage Loan or
Administered REO Property pursuant to this Section 3.18, and the collection of
all amounts payable in connection therewith. In connection therewith, the
Special Servicer may charge prospective bidders for any Administered REO
Property, and may retain, fees that approximate the Special Servicer's actual
costs in the preparation and delivery of information pertaining to, or
evaluating bids for, such Administered REO Property without obligation to
deposit such amounts into any Custodial Account. Any sale of a Specially
Serviced Trust Mortgage Loan or an Administered REO Property pursuant to this
Section 3.18 shall be final and without recourse to the Trustee or the Trust,
and if such sale is consummated in accordance with the terms of this Agreement,
neither the Special Servicer nor the Trustee shall have any liability to any
Certificateholder with respect to the purchase price therefor accepted by the
Special Servicer or the Trustee.

          (s) Any sale of a Specially Serviced Trust Mortgage Loan or an
Administered REO Property pursuant to this Section 3.18 shall be for cash only
and shall be on a servicing released basis.

          SECTION 3.19. Additional Obligations of the Master Servicer and
                        Special Servicer; Obligations to Notify Ground Lessors
                        and Hospitality Franchisors; the Special Servicer's
                        Right to Request the Master Servicer to Make Servicing
                        Advances; Mortgage Enforcement Actions.

          (a) The Master Servicer shall deliver to the Trustee for deposit in
the Collection Account on each Trust Master Servicer Remittance Date, without
any right of reimbursement therefor, an amount equal to the lesser of: (i) the
aggregate amount of all Prepayment Interest Shortfalls, if any, incurred in
connection with Principal Prepayments Received by the Trust, during the most
recently ended applicable Collection Period, with respect to Performing Serviced
Trust Mortgage Loans and, if it constitutes a "Performing Serviced Mortgage
Loan" (or the equivalent) under the related Outside Servicing Agreement, any
Outside Serviced Trust Mortgage Loan; and (ii) the sum of (1) the aggregate of
all Master Servicing Fees received by the Master Servicer during such Collection
Period with respect to the entire Mortgage Pool (but only to the extent of that
portion thereof calculated at a rate of 0.01% per annum with respect to each and
every Trust Mortgage Loan and REO Trust Mortgage Loan) and (2) the aggregate
amount of Prepayment Interest Excesses received in respect of the entire
Mortgage Pool during such Collection Period; provided, however, that if any
Prepayment Interest Shortfall occurs with respect to any Serviced Trust Mortgage
Loan as a result of the Master Servicer's allowing the Mortgagor to deviate from
the terms of the related loan documents regarding principal prepayments, the
Master Servicer shall be obligated to pay an amount equal to the entire
Prepayment Interest Shortfall with respect to the subject Serviced Trust
Mortgage Loan without any limitation of the kind set forth in clauses (1) and
(2) above.

          (b) The Master Servicer shall, as to each Serviced Trust Mortgage Loan
which is secured by the interest of the related Mortgagor under a Ground Lease,
even if the corresponding fee interest is encumbered, promptly (and in any event
within 60 days) following the Closing Date, notify the related ground lessor of
the transfer of such Serviced Trust Mortgage Loan to the Trust Fund pursuant to
this Agreement and inform such ground lessor that any notices of default under
the related Ground Lease should thereafter be forwarded to the Master Servicer.


                                      -205-



          (c) The Master Servicer shall, as to each Serviced Trust Mortgage Loan
which is secured by the interest of the related Mortgagor in a hospitality
property (as identified on Schedule VI hereto), not later than the later of (i)
30 days following the Master Servicer's receipt of the subject franchise
agreement and (ii) the expiration of the period that may be required for such
notice pursuant to the terms of the applicable franchise documents, if any,
notify the related hospitality franchisor of the transfer of such Serviced Trust
Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such
hospitality franchisor that any notices of default under the related franchise
agreement should thereafter be forwarded to the Master Servicer.

          (d) Notwithstanding anything to the contrary contained in this
Agreement, if the Special Servicer is required under this Agreement to make any
Servicing Advance but does not desire to do so, the Special Servicer may, in its
sole discretion, request that the Master Servicer make such Servicing Advance,
such request to be made, in writing, at least five (5) Business Days (or, in an
emergency situation or on an urgent basis, two (2) Business Days, provided that
the written request sets forth the nature of the emergency or the basis of the
urgency) in advance of the date on which such Servicing Advance is required to
be made hereunder and to be accompanied by such information and documentation
regarding the subject Servicing Advance as the Master Servicer may reasonably
request. The Master Servicer shall have the obligation to make any such
Servicing Advance that it is so requested by the Special Servicer to make,
within five (5) Business Days (or, in an emergency situation or on an urgent
basis, two (2) Business Days) of the Master Servicer's receipt of such request.
If the request is timely and properly made, the Special Servicer shall be
relieved of any obligations with respect to a Servicing Advance that it so
requests the Master Servicer to make (regardless of whether or not the Master
Servicer shall make such Servicing Advance). The Master Servicer shall be
entitled to reimbursement for any Servicing Advance made by it at the direction
of the Special Servicer, together with interest thereon in accordance with
Sections 3.05(a) or 3.05A and/or 3.11(g), as applicable, at the same time, in
the same manner and to the same extent as the Master Servicer is entitled with
respect to any other Servicing Advances made thereby.

          Notwithstanding the foregoing provisions of this Section 3.19(d), the
Master Servicer shall not be required to make at the direction of the Special
Servicer, any Servicing Advance if the Master Servicer determines in its
reasonable, good faith judgment that such Servicing Advance, although not
characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is
in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the
Special Servicer in writing of such determination, which shall be made pursuant
to Section 3.11(h). Any request by the Special Servicer that the Master Servicer
make a Servicing Advance shall be deemed to be a determination by the Special
Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing
Advance, and the Master Servicer, the Trustee and the Fiscal Agent shall be
entitled to conclusively rely on such determination. Upon making a
determination, in accordance with the applicable requirements under Section
3.11(h), that any Servicing Advance previously made or proposed to be made with
respect to a Specially Serviced Mortgage Loan or an Administered REO Property is
a Nonrecoverable Servicing Advance, the Special Servicer shall report to the
Master Servicer and the Trustee the Special Servicer's determination. The Master
Servicer shall be entitled to conclusively rely on such a determination by the
Special Servicer.

          (e) The Master Servicer (if a Performing Serviced Trust Mortgage Loan
is involved) and the Special Servicer (if a Specially Serviced Trust Mortgage
Loan or an REO Trust Mortgage Loan is involved) shall each be responsible for:
(i) providing on a timely basis to any lender of any related


                                      -206-



mezzanine debt such notices (including with respect to Mortgage Loan defaults),
reports and other information as may be required from the Trust, as holder of
any Trust Mortgage Loan, under any related co-lender, intercreditor or similar
agreement; and (ii) otherwise taking such actions as are required under or
contemplated by the related co-lender, intercreditor or similar agreement to
permit any lender of related mezzanine debt to exercise any purchase option or
cure rights that it may have with respect to any Trust Mortgage Loan under such
related co-lender, intercreditor or similar agreement.

          (f) Upon termination of the Trust Fund, any funds or other assets
remaining in the Loss of Value Reserve Fund, to the extent not otherwise
required to be part of the Available Distribution Amount for the Final
Distribution Date in accordance with Section 3.05(e), shall be distributed to
the Holder or Holders of the Class R-III Certificates. The Trustee and the
Special Servicer shall account for the Loss of Value Reserve Fund as an outside
reserve fund within the meaning of Treasury regulations section 1.860G-2(h) and
not an asset of any REMIC Pool or the Grantor Trust (if created hereunder taking
into account Section 2.05(b)). Furthermore, for all federal tax purposes, the
Trustee and the Special Servicer shall treat: (i) any amounts paid out of the
Loss of Value Reserve Fund to the Certificateholders as distributions by the
REMIC Pools for all federal tax purposes; and (ii) any amounts transferred by a
REMIC Pool to the Loss of Value Reserve Fund as amounts distributed by such
REMIC Pool to the beneficial owner of the Loss of Value Reserve Fund. The Holder
or Holders of the Class R-III Certificates will be the sole beneficial owner(s)
of the Loss of Value Reserve Fund for all income and franchise tax purposes.

          (g) Notwithstanding anything to the contrary in this Agreement, the
Special Servicer (and not the Master Servicer) will have the right to direct,
manage, prosecute and/or defend any and all litigation and/or claims relating to
(i) the enforcement of the obligations of a Mortgagor under the related loan
documents (except with respect to the Outside Serviced Trust Mortgage Loans) and
(ii) any claim or action brought by a Mortgagor against the Trust; provided
that, in the event there is a litigation or claim solely relating to or
affecting the Master Servicer or directed solely against the Master Servicer
(and not the Trust or any other party to this Agreement) then the Master
Servicer and not the Special Servicer will have the right, to direct, manage,
prosecute and/or defend such litigation and/or claim; and provided, further,
that in the event there is a litigation or claim relating to or affecting the
Master Servicer and, additionally, the Trust and/or any other party to this
Agreement, then the Special Servicer and not the Master Servicer will have the
right, to direct, manage, prosecute and/or defend such litigation and/or claim,
and the Master Servicer shall (i) be entitled to participate therein and (ii)
consent to any settlement or judgment that may impose liability on or otherwise
materially and adversely affect the Master Servicer; and provided, further, that
(i) in the event that any action, suit, litigation or proceeding names the
Trustee in its individual capacity, or in the event that any judgment is
rendered against the Trustee in its individual capacity, the Trustee, upon prior
written notice to the Special Servicer, may retain counsel and appear in any
such proceeding on its own behalf in order to protect and represent its
interests, except that the Special Servicer shall retain the right to manage and
direct any such action, suit, litigation or proceeding, (ii) in the event of any
action, suit, litigation or proceeding, other than an action, suit, litigation
or proceeding relating to the enforcement of the obligations of a Mortgagor
under the related Mortgage Loan documents, the Special Servicer shall not,
without the prior written consent of the Trustee, (A) initiate any action, suit,
litigation or proceeding in the name of the Trustee, whether in such capacity or
individually, (B) engage counsel to represent the Trustee, or (C) prepare,
execute or deliver any government filings, forms, permits, registrations or
other documents or take any other similar action with the intent to cause, and
that actually causes, the Trustee to be registered to do business in any state,
and (iii) in the event that any court finds that the Trustee is a


                                      -207-



necessary party in respect of any action, suit, litigation or proceeding
relating to or arising from this Agreement or any Mortgage Loan, the Trustee
shall have the right to retain counsel and appear in any such proceeding on its
own behalf in order to protect and represent its interest, whether as Trustee or
individually, except that the Special Servicer shall retain the right to manage
and direct any such action, suit, litigation or proceeding.

          (h) Without the prior written consent of the applicable Mortgage Loan
Seller, the Master Servicing Group (as defined below) shall not disclose to any
Person employed by the Master Servicer or an affiliate thereof that is part of a
business unit that originates or refinances mortgage loans any information that
the Master Servicing Group has received or obtained or generated or is otherwise
in its possession as a result of its acting as Master Servicer hereunder. In
addition, without the prior written consent of the applicable Mortgage Loan
Seller, the Master Servicing Group shall not take any direct action, nor will it
direct a third party to take any action, to refinance or solicit the refinancing
of any Mortgage Loan. For purposes of this Section 3.19(h), the "Master
Servicing Group" shall mean the business unit of the Master Servicer (which,
with respect to Wachovia Bank, National Association, is called Commercial Real
Estate Services) that is in the business of master servicing and/or primary
servicing commercial mortgage loans that are in securitizations. Notwithstanding
the foregoing, the following shall not constitute violations of this Section
3.19(h): (i) dissemination of information or reports as contemplated by this
Agreement, (ii) promotions undertaken by the Master Servicer or any Affiliate of
the Master Servicer which are directed to commercial mortgage loan borrowers,
originators and mortgage brokers generally, which promotions, in each case, are
based upon information that has been acquired from a source other than the
Master Servicing Group, including, without limitation, commercially acquired
mailing lists or information generally available in the public domain, or (iii)
actions taken in connection with serving the refinancing needs of a Mortgagor
who, without such solicitation by the Master Servicer as described in the second
preceding sentence, contacts the Master Servicer in connection with the
refinance of such Mortgage Loan.

          (i) If any Serviced Mortgage Loan provides that the applicable grace
period during which any Monthly Payment is due (without giving rise to a
default) does not commence until after notice is given to the related Mortgagor,
then the Master Servicer shall monitor the receipt of all Monthly Payments with
respect to such Mortgage Loan. If any such Monthly Payment on any such Mortgage
Loan is not received by the related Due Date, then the Master Servicer shall use
reasonable efforts to provide, in accordance with the Servicing Standard, as
soon as reasonably practicable, written notice of such failure to the related
Mortgagor sufficient to cause the commencement of the applicable grace period.

          SECTION 3.20. Modifications, Waivers, Amendments and Consents;
                        Defeasance.

          (a) Subject to Sections 3.20(b) through 3.20(f) and 3.20(m) below, and
further subject to Section 6.11 and/or Section 6.12, in each case if and as
applicable, and any related intercreditor, co-lender or similar agreement
(including, in the case of a Mortgage Loan that is part of a Serviced Loan
Combination, the related Co-Lender Agreement), the Special Servicer (or, under
the limited circumstances set forth in Section 3.20(c), the Master Servicer)
may, on behalf of the Trustee and, in the case of a Serviced Non-Trust Mortgage
Loan, the related Serviced Non-Trust Mortgage Loan Noteholder, agree to any
modification, extension, waiver or amendment of any term of any Serviced
Mortgage Loan and respond to various Mortgagor requests for consent on the part
of the mortgagee (including the lease reviews and lease consents related
thereto), without the consent of the Trustee, any


                                      -208-



Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder, the Master
Servicer (in the case of any such action taken by the Special Servicer) or,
except as expressly set forth below, the Special Servicer (in the case of any
such action taken by the Master Servicer). Neither the Master Servicer nor the
Special Servicer (in its capacity as such) may agree with the related Mortgagor
to any modification, extension, waiver or amendment of a Mortgage Loan in an
Outside Serviced Loan Combination.

          (b) All modifications, extensions, waivers or amendments of any
Serviced Mortgage Loan, including the lease reviews and lease consents related
thereto, shall be in writing and shall be considered and effected in a manner
consistent with the Servicing Standard. All modifications, extensions, waivers
or amendments of a Co-Lender Agreement shall be in writing and shall be
considered and effected in a manner consistent with the Servicing Standard.

          (c) In the case of any Performing Serviced Mortgage Loan, and subject
to the rights of the Special Servicer set forth below, the Master Servicer shall
(without the consent of the Trustee, any Certificateholder, any Serviced
Non-Trust Mortgage Loan Noteholder or, except as expressly set forth below, the
Special Servicer), be responsible for the following:

               (i) consenting to subordination of the lien of the subject
     Performing Serviced Mortgage Loan to an easement or right-of-way for
     utilities, access, parking, public improvements or another purpose,
     provided that the Master Servicer has determined in accordance with the
     Servicing Standard that such easement or right-of-way shall not materially
     interfere with the then-current use of the related Mortgaged Property, the
     security intended to be provided by the related Mortgage or the related
     Mortgagor's ability to repay the subject Performing Serviced Mortgage Loan,
     or materially or adversely affect the value of the related Mortgaged
     Property;

               (ii) granting waivers of minor covenant defaults (other than
     financial covenants) including late financial statements;

               (iii) granting releases of non-material parcels of the related
     Mortgaged Property (provided that, if the related loan documents expressly
     require the mortgagee thereunder to grant its consent to a particular
     release upon the satisfaction of certain conditions, then such release
     shall be granted as required by the related loan documents);

               (iv) approving routine leasing activity with respect to (A)
     leases (other than Ground Leases) for less than 5,000 square feet, provided
     that no subordination, non-disturbance and attornment agreement exists with
     respect to the subject lease, or (B) leases (other than Ground Leases) of
     more than 5,000 square feet and less than 10,000 square feet, provided that
     (1) no subordination, non-disturbance and attornment agreement exists with
     respect to the subject lease and (2) the subject lease does not constitute
     more than 20% of the related Mortgaged Property;

               (v) approving or consenting to grants of easements and
     rights-of-way that do not materially affect the use or value of the related
     Mortgaged Property or the related Mortgagor's ability to make any payments
     with respect to the subject Performing Serviced Mortgage Loan; and


                                      -209-



               (vi) granting other non-material waivers, consents, modifications
     or amendments;

provided that, (1) any such modification, waiver or amendment would not in any
way affect a payment term (including (except as provided in Section 3.20(o)
below) a waiver of the payment of assumption fees) of the subject Performing
Serviced Mortgage Loan (other than in the case of a waiver of the payment of
Default Charges), (2) agreeing to such modification, waiver or amendment would
be consistent with the Servicing Standard, (3) agreeing to such modification,
waiver or amendment will not violate the terms, provisions or limitations of
this Agreement, (4) the Master Servicer shall not grant or enter into any
subordination, non-disturbance and attornment agreements (or waivers, consents,
approvals, amendments or modifications in connection therewith) without the
prior written consent of the Special Servicer and (5) any such modification,
waiver or amendment does not materially violate the terms, conditions and
limitations of Section 3.08, if applicable. With respect to any action proposed
to be taken by the Master Servicer under this Section 3.20(c) where any
thresholds in clauses (i) through (vi) of the preceding sentence are exceeded,
or which cannot be taken by the Master Servicer by reason of the proviso to the
previous sentence, the Special Servicer only may take such action (if and to the
extent otherwise permitted under this Agreement).

          Except as permitted by Section 3.02(a), Section 3.03(d), Section 3.07,
Section 3.08(a), this Section 3.20(c), Section 3.20(m) and Section 3.20(o), the
Master Servicer may not agree to waive, modify or amend any term of any Serviced
Mortgage Loan (including allowing the Mortgagor to deviate from the terms of the
related loan documents regarding principal prepayments) or respond to any
Mortgagor requests for mortgagee consent and shall forward such requests to the
Special Servicer. Furthermore, the Master Servicer may not agree to any
modification, extension, waiver or amendment of any term of any Serviced
Mortgage Loan that would cause an Adverse REMIC Event with respect to any REMIC
Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust (if
created hereunder taking into account Section 2.05(b)).

          (d) Except as provided in Section 3.02(a), Section 3.07, Section 3.08,
Section 3.20(e), Section 3.20(m) and Section 3.20(o), the Special Servicer, on
behalf of the Trustee or, in the case of a Serviced Non-Trust Mortgage Loan, the
related Serviced Non-Trust Mortgage Loan Noteholder, shall not agree or consent
to any modification, extension, waiver or amendment of any term of any Serviced
Mortgage Loan that would:

               (i) affect the amount or timing of any scheduled payment of
     principal, interest or other amount (including Prepayment Premiums or Yield
     Maintenance Charges, but excluding Default Interest and, subject to Section
     3.20(o), other amounts payable as additional servicing compensation)
     payable thereunder;

               (ii) affect the obligation of the related Mortgagor to pay a
     Prepayment Premium or Yield Maintenance Charge, or effectuate the waiver of
     any prepayment restriction thereunder or permit a Principal Prepayment
     during any period in which the related loan documents prohibit Principal
     Prepayments;

               (iii) except as expressly contemplated by the related Mortgage or
     pursuant to Section 3.09(d), result in a release of the lien of the
     Mortgage on any material portion of the related Mortgaged Property without
     a corresponding Principal Prepayment in an amount not less than the fair
     market value (as determined by an appraisal by an Independent Appraiser
     delivered


                                      -210-



     to the Special Servicer at the expense of the related Mortgagor and upon
     which the Special Servicer may conclusively rely) of the property to be
     released; or

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

          (e) Notwithstanding Section 3.20(d), but subject to Section 3.20(o),
Section 6.11 and/or Section 6.12, in each case if and as applicable, and the
second and third paragraphs of this Section 3.20(e), the Special Servicer may--

               (i) reduce the amounts owing under any Specially Serviced
     Mortgage Loan by forgiving principal, accrued interest (including
     Additional Interest) or any Prepayment Premium or Yield Maintenance Charge,

               (ii) reduce the amount of the Monthly Payment on any Specially
     Serviced Mortgage Loan, including by way of a reduction in the related
     Mortgage Rate,

               (iii) forbear in the enforcement of any right granted under any
     Mortgage Note, Mortgage or other loan document relating to a Specially
     Serviced Mortgage Loan,

               (iv) accept a Principal Prepayment on any Specially Serviced
     Mortgage Loan during any Lockout Period, or

               (v) extend the maturity of any Specially Serviced Mortgage Loan;

provided that (A) the related Mortgagor is in monetary default or material
non-monetary default with respect to such Specially Serviced Mortgage Loan or,
in the reasonable, good faith judgment of the Special Servicer, such default is
reasonably foreseeable, (B) in the reasonable, good faith judgment of the
Special Servicer, such modification, extension, waiver or amendment would
increase the recovery on such Specially Serviced Mortgage Loan to
Certificateholders (as a collective whole) or, if a Serviced Loan Combination is
involved, would increase the recovery on such Loan Combination to
Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s) (as a collective whole), on a present value basis (the relevant
discounting of anticipated collections that will be distributable to the
Certificateholders (or, in the case of a Serviced Loan Combination, to
Certificateholders and the related Non-Trust Mortgage Loan Noteholder(s)), to be
performed at the related Mortgage Rate(s)), and (C) such modification,
extension, waiver or amendment would not cause an Adverse REMIC Event in respect
of any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor
Trust (if created hereunder taking into account Section 2.05(b)); and provided,
further, that any modification, extension, waiver or amendment of the payment
terms of a Serviced Loan Combination shall be structured so as to be consistent
with the allocation and payment priorities set forth in the related loan
documents and the related Co-Lender Agreement, such that neither the Trust, as
holder of the Trust Mortgage Loan that constitutes part of that Serviced Loan
Combination, on the one hand, nor any of the related Serviced Non-Trust Mortgage
Loan Noteholders, on the other hand, shall gain a priority over any other such
holder with respect to any payment, which priority is not, as of the date of the
related Co-Lender Agreement, reflected in such loan documents and such Co-Lender
Agreement; and provided, further, that, with respect to any Serviced Loan
Combination, to the extent consistent with the Servicing Standard (taking into
account the extent to which each Serviced Non-Trust


                                      -211-



Mortgage Loan that is part of such Serviced Loan Combination is junior to the
Trust Mortgage Loan that is part of the same Serviced Loan Combination), (1) no
waiver, reduction or deferral of any particular amounts due on the Trust
Mortgage Loan that is part of such Serviced Loan Combination shall be effected
prior to the waiver, reduction or deferral of the entire corresponding item in
respect of each Serviced Non-Trust Mortgage Loan that is part of such Serviced
Loan Combination, and (2) no reduction of the Mortgage Rate on the Trust
Mortgage Loan that is part of such Serviced Loan Combination shall be effected
prior to the reduction of the Mortgage Rate on each Non-Trust Mortgage Loan that
is part of such Serviced Loan Combination, to the fullest extent possible.

          Notwithstanding the foregoing, in no event shall the Special Servicer:
(i) extend the maturity date of a Serviced Mortgage Loan beyond the date that is
five years prior to the last Rated Final Distribution Date; (ii) extend the
maturity date of any Serviced Mortgage Loan for more than five years beyond its
Stated Maturity Date; or (iii) if the subject Serviced Mortgage Loan is secured
solely or primarily by a Mortgage on the leasehold interest under a Ground Lease
(but not the related fee interest), extend the maturity date of such Serviced
Mortgage Loan beyond the date which is 20 years (or, to the extent consistent
with the Servicing Standard, giving due consideration to the remaining term of
the Ground Lease, 10 years) prior to the expiration of the term of such Ground
Lease.

          The determination of the Special Servicer contemplated by clause (B)
of the proviso to the first paragraph of this Section 3.20(e) shall be evidenced
by an Officer's Certificate to such effect delivered to the Trustee and the
Master Servicer (and, in the case of a Serviced Loan Combination, the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) and describing in reasonable
detail the basis for the Special Servicer's determination. The Special Servicer
shall attach to such Officer's Certificate any information including but not
limited to income and expense statements, rent rolls, property inspection
reports and appraisals that support such determination.

          (f) Notwithstanding anything to the contrary in this Agreement, none
of the Trustee, the Master Servicer or the Special Servicer, as applicable,
shall give any consent, approval or direction regarding the termination of the
related property manager or the designation of any replacement property manager
or, if such Mortgaged Property is hospitality property, give any consent,
approval or direction regarding the termination of the franchise or the
designation of a new franchise, with respect to any Mortgaged Property that
secures a Serviced Trust Mortgage Loan that has an unpaid principal balance that
is at least equal to the lesser of $20,000,000 and 2% of the then aggregate
principal balance of the Mortgage Pool, unless: (1) the mortgagee is not given
discretion under the terms of the related Mortgage Loan to withhold its consent;
or (2) it has received prior written confirmation from each Rating Agency that
such action will not result in an Adverse Rating Event with respect to any Class
of Certificates rated by such Rating Agency.

          Any party hereto seeking Rating Agency confirmation with respect to
the matters described above shall deliver a Review Package to such Rating
Agency.

          (g) Any payment of interest that is deferred pursuant to any
modification, extension, waiver or amendment permitted hereunder, shall not, for
purposes hereof, including calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Serviced Mortgage Loan, notwithstanding that the terms of
such modification, extension, waiver or amendment so permit. The foregoing shall
in no way limit the Special Servicer's ability to


                                      -212-



charge and collect from the Mortgagor costs otherwise collectible under the
terms of the related Mortgage Note.

          (h) The Special Servicer or Master Servicer may, as a condition to
granting any request by a Mortgagor for consent, modification, extension, waiver
or indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Serviced Mortgage Loan and, further, by the terms of this Agreement and
applicable law, require that such Mortgagor pay to it (i) as additional
servicing compensation, a reasonable or customary fee for the additional
services performed in connection with such request, and (ii) any related costs
and expenses incurred by it. Any such fee that is to be shared by the Master
Servicer and the Special Servicer may not be waived or reduced by either such
party without the consent of the other party. In no event shall the Special
Servicer or Master Servicer be entitled to payment for such fees or expenses
unless such payment is collected from the related Mortgagor.

          (i) The Special Servicer and Master Servicer shall each notify the
other, any related Sub-Servicers, the Trustee and, if a Serviced Non-Trust
Mortgage Loan is affected, the related Serviced Non-Trust Mortgage Loan
Noteholder, in writing, of any modification, extension, waiver or amendment of
any term of any Serviced Mortgage Loan (including fees charged the Mortgagor)
agreed to by it and the date thereof, and shall deliver to the Trustee or any
related Custodian for deposit in the related Mortgage File (with a copy to be
delivered to or retained by, as applicable, the Master Servicer) and, if a
Serviced Non-Trust Mortgage Loan is affected, the related Serviced Non-Trust
Mortgage Loan Noteholder)), an executed counterpart of the agreement relating to
such modification, extension, waiver or amendment promptly following execution
and delivery thereof, to be followed by an original recorded counterpart
promptly following the recordation (and receipt) thereof.

          (j) To the extent that either the Master Servicer or Special Servicer
waives any Default Charge in respect of any Serviced Mortgage Loan, whether
pursuant to Section 3.02(a) or this Section 3.20, the respective amounts of
additional servicing compensation payable to the Master Servicer and the Special
Servicer as Net Default Charges out of such Default Charges shall be reduced
proportionately based upon the respective amounts that would have been payable
thereto as Net Default Charges out of such Default Charges if such waiver had
not been granted.

          (k) If, with respect to any Serviced Mortgage Loan (1) under which the
lender can require defeasance in lieu of prepayment, or (2) that permits
defeasance, the Master Servicer shall receive a notice from the related
Mortgagor that it intends to prepay or defease, as applicable, such Serviced
Mortgage Loan in accordance with the terms thereof, then the Master Servicer
shall, subject to the next paragraph and the related loan documents, (i) only in
the case of a Serviced Mortgage Loan under clause (1) above, promptly respond to
such notice in a manner which would require that the Mortgagor pledge Defeasance
Collateral in lieu of such prepayment pursuant to the terms of the related
Mortgage Note, and (ii) notify each Rating Agency, the Trustee, the Underwriters
and the Special Servicer of the intent to defease such Mortgage Loan, and (iii)
upon the written confirmation from each Rating Agency that the acceptance of a
pledge of the Defeasance Collateral (or, in the case of a Serviced Mortgage Loan
under clause (1) above, that the acceptance of a pledge of the Defeasance
Collateral in lieu of a full prepayment) will not result in an Adverse Rating
Event with respect to any Class of Certificates rated by such Rating Agency,
take such further action as provided in such Mortgage Note to effectuate such
defeasance, including the purchase and perfection of the Defeasance Collateral
on behalf of the Trustee (as mortgagee of record on behalf of the
Certificateholders and, in the case of a Serviced


                                      -213-



Loan Combination, the affected Serviced Non-Trust Mortgage Loan Noteholder(s));
provided that the written confirmation contemplated by clause (iii) above shall
not be required (A) from S&P in the case of a Serviced Trust Mortgage Loan (1)
with an unpaid principal balance less than or equal to $20,000,000, (2) that
constitutes less than 5% of the aggregate unpaid principal balance of the
Mortgage Pool and (3) that does not then constitute one of the ten largest
(measured by unpaid principal balance) Trust Mortgage Loans in the Mortgage
Pool, provided that, in lieu of obtaining such written confirmation from S&P,
the Master Servicer delivers to S&P a certification in the form attached hereto
as Exhibit M (a "Defeasance Certificate"), or (B) from Fitch in the case of any
Serviced Trust Mortgage Loan that does not then constitute one of the ten
largest (measured by unpaid principal balance) Trust Mortgage Loans in the
Mortgage Pool or that does not then constitute one of the ten largest groups
(measured by aggregate unpaid principal balance) of Trust Mortgage Loans with
related Mortgagors, provided that, in lieu of obtaining such written
confirmation from Fitch, the Master Servicer may deliver to Fitch a Defeasance
Certificate; and provided, further, that, the written confirmation contemplated
by clause (iii) above shall not be required from S&P and/or Fitch (provided the
Master Servicer delivers a Defeasance Certificate to the applicable Rating
Agency), as applicable, in the event the subject Serviced Trust Mortgage Loan
complies with the then current applicable guidelines set forth by such Rating
Agency, or the unpaid principal balance of the subject Serviced Trust Mortgage
Loan, the percentage the subject Serviced Trust Mortgage Loan constitutes of the
Mortgage Pool or the relative size of the subject Serviced Trust Mortgage Loan
with respect to the Mortgage Pool, as applicable, does not exceed the then
current applicable threshold for review as set forth by such Rating Agency.

          Notwithstanding the foregoing, but subject to the related loan
documents, the Master Servicer shall not permit a pledge of Defeasance
Collateral under any Serviced Mortgage Loan that is also a Defeasance Mortgage
Loan if (i) such defeasance would occur within two years of the Startup Day,
(ii) the defeasance collateral shall not be Government Securities, (iii) all
costs to be incurred in connection with such defeasance (including Rating Agency
fees, accountants' fees and costs incurred in connection with any required
opinions of counsel) would not be paid by the related Mortgagor, or (iv) unless
such confirmation is not required pursuant to the first paragraph of this
Section 3.20(k), either Rating Agency does not confirm in writing to the Master
Servicer that the acceptance of a pledge of the Defeasance Collateral (in lieu
of a full prepayment, if applicable) will not result in an Adverse Rating Event
with respect to any Class of Certificates rated by such Rating Agency.

          All expenses related to the defeasance of a Serviced Mortgage Loan
shall be charged to the related Mortgagor or other responsible party.

          With respect to any Defeasance Serviced Trust Mortgage Loan that is a
Lehman Trust Mortgage Loan, to the extent the related Mortgage Loan documents
expressly grant the lender or its designee the right to appoint a successor
borrower (or words of similar import) thereunder in connection with a
defeasance, the Trustee hereby designates LBHI as its designee with respect to
the exercise of, and hereby grants to LBHI the right, in its capacity as
designee of the Trustee as holder of the subject Serviced Trust Mortgage Loan,
to exercise, the right and/or obligation of the lender under the related
Mortgage Loan documents to appoint a "successor borrower" (as defined under the
related Mortgage Loan documents) or words of similar import, to hold and pledge
the related Defeasance Collateral in the event a related Mortgagor exercises its
right pursuant to the related Mortgage Loan documents to defease the subject
Serviced Trust Mortgage Loan and obtain the release of all or a portion of the
related Mortgaged Property from the lien of the related Mortgage (provided that
such rights and/or obligations as successor borrower shall be exercised in
accordance with customary terms and costs). In connection


                                      -214-



with the foregoing, if the Master Servicer or the Trustee, as holder of the
subject Defeasance Serviced Trust Mortgage Loan, receives written notice from
the related Mortgagor that it intends to defease the subject Lehman Trust
Mortgage Loan in accordance with the related Mortgage Loan documents, then the
Trustee or the Master Servicer, as the case may be, shall send a copy of such
written notice to LBHI or (if LBHI has notified the Master Servicer or the
Trustee, as the case may be, in writing that it has appointed a designee and has
provided such party with such designee's contact information for any notice
required in connection therewith) LBHI's designee, promptly after receipt of
such written notice. If, however, the Master Servicer, in accordance with the
Servicing Standard, determines that neither LBHI nor its designee is performing
the duties related to the appointment of a successor borrower in a timely manner
and/or in accordance with the provisions of the related Mortgage Loan documents
(after LBHI and such designee having been provided with written notice in
accordance with this paragraph and a reasonable period of time (which shall not
be less than five (5) Business Days) to perform such duties), then the Master
Servicer (or a designee of the Master Servicer) shall itself perform those
obligations under the related Mortgage Loan documents in accordance with the
Servicing Standard, applicable law and the related Mortgage Loan documents, and
thereupon the appointment of LBHI or its designee in connection therewith shall
be null and void. In the event, with respect to a Defeasance Serviced Trust
Mortgage Loan that is a Lehman Trust Mortgage Loan, LBHI, the Master Servicer or
a designee of LBHI or the Master Servicer actually appoints a successor borrower
in accordance with the related Mortgage Loan documents and the foregoing
provisions of this paragraph and the relevant portion or all, as applicable, of
the subject Mortgaged Property is released from the lien of the related
Mortgage, then, to the extent provided under the related Mortgage Loan
documents, such successor borrower shall succeed to all of the rights and
obligations of the original Mortgagor under such Lehman Trust Mortgage Loan. In
the event LBHI, by written notice to the Trustee and the Master Servicer,
designates a third party to exercise its rights under this paragraph and
provides contact information therefor, the Trustee and the Master Servicer shall
be entitled to rely on such notice and, in such event, all notices required to
be delivered to LBHI pursuant to this paragraph shall be delivered to LBHI's
designee

          (l) If the Master Servicer receives notice from the Mortgagor under
any Early Defeasance Trust Mortgage Loan that such Mortgagor intends to defease
such Early Defeasance Trust Mortgage Loan, in whole or in part, on or before the
second anniversary of the Closing Date, then promptly after receipt of such
notice the Master Servicer shall calculate or cause to be calculated the cash
amount required to be tendered by such Mortgagor to purchase the Defeasance
Collateral or other permitted collateral required to defease such Early
Defeasance Trust Mortgage Loan. If (i) the defeasance is to be in full and the
cash amount required to be tendered by the Mortgagor to purchase the Defeasance
Collateral or other permitted collateral required to defease the subject Early
Defeasance Trust Mortgage Loan (in accordance with the related loan documents)
is less than an amount equal to the Purchase Price (calculated as if the subject
Serviced Trust Mortgage Loan was to be repurchased in connection with a Material
Breach or Material Document Defect as of the date such defeasance is scheduled
to occur), or (ii) the defeasance is to be in part, or (iii) the defeasance is
to be in full and the related Mortgagor is to tender Defeasance Collateral or
such other collateral as is permitted in connection with a defeasance under the
related loan documents that does not constitute a cash amount equal to or
greater than the Purchase Price set forth in clause (i) above, then the Master
Servicer shall promptly notify the Depositor (if such Early Defeasance Trust
Mortgage Loan is a Lehman Trust Mortgage Loan) or the UBS Mortgage Loan Seller
(if such Early Defeasance Trust Mortgage Loan is a UBS Trust Mortgage Loan), and
upon delivery by the related Mortgagor of the Defeasance Collateral, or cash
sufficient to purchase the Defeasance Collateral, contemplated by the related
loan documents, the


                                      -215-



Depositor (if such Early Defeasance Trust Mortgage Loan is a Lehman Trust
Mortgage Loan) or the UBS Mortgage Loan Seller (if such Early Defeasance Trust
Mortgage Loan is a UBS Trust Mortgage Loan) shall be required, pursuant to or as
contemplated by Section 2.03(j) (if applicable), to repurchase such Early
Defeasance Trust Mortgage Loan on or before the proposed date on which such
Early Defeasance Trust Mortgage Loan will be defeased. The Master Servicer shall
use reasonable efforts to require the Depositor or the UBS Mortgage Loan Seller,
as applicable, to make any such required repurchase described above. If the
defeasance is to be in full and the cash amount required to be tendered by the
Mortgagor to purchase the Defeasance Collateral or other permitted collateral
required to purchase the Defeasance Collateral or other permitted collateral
required to defease the subject Early Defeasance Trust Mortgage Loan is equal to
or exceeds an amount equal to the Purchase Price set forth in clause (i) of the
preceding sentence (as calculated as of the date such purchase is to be made),
then the Master Servicer shall, notwithstanding the related loan documents, (i)
treat the cash amount tendered by such Mortgagor to defease the subject Early
Defeasance Trust Mortgage Loan as a prepayment in full of such Early Defeasance
Trust Mortgage Loan by the related Mortgagor on the related Due Date coinciding
with or next succeeding the defeasance date (and any Excess Defeasance Deposit
Proceeds shall be allocated by the Trustee among and paid to the
Certificateholders in accordance with Section 4.01, with any Excess Defeasance
Deposit Proceeds to constitute, and be treated in the same manner as a payment
of any other type of, Prepayment Consideration), (ii) deposit in the Pool
Custodial Account the cash amount tendered by such Mortgagor to purchase the
Defeasance Collateral or other permitted collateral required to defease the
subject Early Defeasance Trust Mortgage Loan, (iii) mark the Mortgage Note
"cancelled" and return it to such Mortgagor, and (iv) take such other and
further action, including the release of the Mortgage with respect to the
related Mortgaged Property, consistent with the prepayment in full of such
Mortgage Loan. The Master Servicer shall promptly notify the Depositor and/or
the UBS Mortgage Loan Seller, as applicable, of the foregoing.

          (m) With respect to any ARD Mortgage Loan after its Anticipated
Repayment Date, the Master Servicer shall be permitted, subject to obtaining the
Special Servicer's consent, to waive (such waiver to be in writing addressed to
the related Mortgagor, with a copy to the Trustee) all or any portion of the
accrued Additional Interest on such ARD Mortgage Loan if (i) such ARD Mortgage
Loan is a Performing Serviced Mortgage Loan, (ii) prior to the related maturity
date, the related Mortgagor has requested the right to prepay such ARD Mortgage
Loan in full together with all payments required under such ARD Mortgage Loan in
connection with such prepayment (except for all or a portion of such accrued
Additional Interest), and (iii) the Master Servicer has determined, in its
reasonable, good faith judgment, that the waiver of the Trust's right to receive
such accrued Additional Interest is reasonably likely to produce a greater
payment to Certificateholders (as a collective whole) on a present value basis
(the relevant discounting of anticipated collections that will be distributable
to Certificateholders to be performed at the related Mortgage Rate) than a
refusal to waive the right to such Additional Interest. Neither the Master
Servicer nor the Special Servicer shall have any liability to the Trust, the
Certificateholders or any other Person so long as such determination is
exercised in accordance with the Servicing Standard.

          (n) Notwithstanding anything to the contrary in this Agreement, none
of the Special Servicer, the Master Servicer or the Trustee shall: (i) enter
into to any amendment or modification of any Co-Lender Agreement, the effect of
which would materially and adversely affect the interests or materially increase
or change the obligations of any other such Person under such Co-Lender
Agreement, without first consulting with and obtaining the consent of such other
Person; or (ii) enter into any amendment or modification of any Co-Lender
Agreement unless such amendment or


                                      -216-



modification was consistent with the Servicing Standard and satisfied the
requirements for such amendments and modifications set forth in the Co-Lender
Agreement.

          (o) Notwithstanding anything to the contrary in this Agreement,
neither the Master Servicer nor the Special Servicer shall waive, modify or
reduce any amount constituting an assumption fee (or portion thereof) payable by
a Mortgagor if and to the extent such assumption fee (or applicable portion
thereof) would be payable to the other such party as additional servicing
compensation, as the case may be, without the consent of such other party. To
the extent that the Master Servicer and the Special Servicer, in accordance with
the preceding sentence, waive (or consent to a waiver of, as applicable) any
amount constituting an assumption fee (or applicable portion thereof) in respect
of any Mortgage Loan, the respective amounts of additional servicing
compensation payable to the Master Servicer and the Special Servicer from such
assumption fee (or applicable portion thereof) shall be reduced proportionately
based upon the respective amounts that would have been payable thereto as
additional servicing compensation from such assumption fee (or applicable
portion thereof) if such waiver had not been granted.

          SECTION 3.21. Transfer of Servicing Between Master Servicer and
                        Special Servicer; Record Keeping.

          (a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Serviced Mortgage Loan that had otherwise been a Performing
Serviced Mortgage Loan, and if the Master Servicer is not also the Special
Servicer, the Master Servicer shall immediately give notice thereof (or, if
applicable, the Special Servicer shall immediately give notice thereof to the
Master Servicer), and the Master Servicer shall deliver a copy of the related
Servicing File, to the Special Servicer and shall use reasonable efforts to
provide the Special Servicer with all information, documents (or copies thereof)
and records (including records stored electronically on computer tapes, magnetic
discs and the like) relating to such Mortgage Loan, either in the Master
Servicer's or any of its directors', officers', employees', affiliates' or
agents' possession or control or otherwise available to the Master Servicer
without undue burden or expense, and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect thereto
without acting through a Sub-Servicer. The Master Servicer shall use reasonable
efforts to comply with the preceding sentence within five (5) Business Days of
the occurrence of each related Servicing Transfer Event (or of notice of the
occurrence of such Servicing Transfer Event, if applicable); provided, however,
that if the information, documents and records requested by the Special Servicer
are not contained in the Servicing File, the Master Servicer shall have such
period of time as reasonably necessary to make such delivery. The Special
Servicer may conclusively rely on the Master Servicer's determination (and the
Master Servicer may conclusively rely on the Special Servicer's determination,
as applicable) that a Servicing Transfer Event has occurred giving rise to a
Serviced Mortgage Loan's becoming a Specially Serviced Mortgage Loan. The
Special Servicer shall not be liable or in default hereunder for any reasonable
act or failure to act because of or arising out of the Master Servicer's failure
to deliver information, documents or records with respect to any Specially
Serviced Mortgage Loan in accordance with the requirements hereof.

          Upon determining that a Specially Serviced Mortgage Loan has become a
Corrected Mortgage Loan, and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall immediately give notice thereof, and shall
within five (5) Business Days of such occurrence return the related Servicing
File, together with any and all new information, documents and records relating
to the subject Mortgage Loan that were not part of the Servicing File when it
was delivered to the Special


                                      -217-



Servicer, to the Master Servicer (or such other Person as may be directed by the
Master Servicer) and upon giving such notice, and returning such Servicing File,
to the Master Servicer (or such other Person as may be directed by the Master
Servicer), the Special Servicer's obligation to service such Mortgage Loan, and
the Special Servicer's right to receive the Special Servicing Fee with respect
to such Mortgage Loan shall terminate, and the obligations of the Master
Servicer to service and administer such Mortgage Loan shall resume.

          Notwithstanding anything herein to the contrary, in connection with
the transfer to the Special Servicer of the servicing of a Cross-Collateralized
Mortgage Loan as a result of a Servicing Transfer Event or the re-assumption of
servicing responsibilities by the Master Servicer with respect to any such
Serviced Mortgage Loan upon its becoming a Corrected Mortgage Loan, the Master
Servicer and the Special Servicer shall each transfer to the other, as and when
applicable, the servicing of all other Cross-Collateralized Mortgage Loans
constituting part of the same Cross-Collateralized Group; provided that no
Cross-Collateralized Mortgage Loan may become a Corrected Mortgage Loan at
anytime that a continuing Servicing Transfer Event exists with respect to
another Cross-Collateralized Mortgage Loan in the same Cross-Collateralized
Group.

          (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Custodian originals of newly executed documents
included within the definition of "Mortgage File" for inclusion in the related
Mortgage File (with a copy of each such original to the Master Servicer), and
shall provide to the Master Servicer copies of any additional related Mortgage
Loan information, including correspondence with the related Mortgagor.

          (c) Upon request (and to the extent not otherwise already provided by
the Special Servicer pursuant to its reporting obligations hereunder), the
Special Servicer shall deliver to the Master Servicer, the Trustee and each
Rating Agency (or such other Person as may be directed by the Master Servicer) a
statement in writing and in computer readable format (the form of such statement
to be agreed upon by the Master Servicer and the Special Servicer) describing,
on a loan-by-loan and property-by-property basis, (1) insofar as it relates to
Specially Serviced Mortgage Loans and REO Properties, the information described
in clauses (vii) through (xv) of Section 4.02(a) (with respect to information
set forth in such clauses related to prior Distribution Dates and/or periods,
the Special Servicer may conclusively rely on information furnished to it by the
Master Servicer or the Trustee) and, insofar as it relates to the Special
Servicer, the information described in clauses (xxiv) and (xxx) of Section
4.02(a), (2) the amount of all payments, Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds received, and the amount of any Realized Loss
incurred, with respect to each Specially Serviced Mortgage Loan during the
related Collection Period, and the amount of Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds received, and the amount of any Realized Loss
incurred, with respect to each Administered REO Property during the related
Collection Period, (3) the amount, purpose and date of all Servicing Advances
made by the Special Servicer with respect to each Specially Serviced Mortgage
Loan and Administered REO Property during the related Collection Period, (4) in
writing, a brief narrative summary of the status of each Specially Serviced
Mortgage Loan and (5) such additional information relating to the Specially
Serviced Mortgage Loans and Administered REO Properties as the Master Servicer
reasonably requests to enable it to perform its responsibilities under this
Agreement. Notwithstanding the foregoing provisions of this subsection (c), the
Master Servicer shall maintain ongoing payment records with respect to each of
the Specially Serviced Mortgage Loans and Administered REO Properties and shall
provide the Special Servicer with any


                                      -218-



information reasonably available to the Master Servicer required by the Special
Servicer to perform its duties under this Agreement.

          SECTION 3.22. Sub-Servicing Agreements.

          (a) Subject to Section 3.22(b) and Section 3.22(f), the Master
Servicer and the Special Servicer may enter into Sub-Servicing Agreements to
provide for the performance by third parties of any or all of their respective
obligations hereunder, provided that in each case, the Sub-Servicing Agreement:
(i) is consistent with this Agreement in all material respects, requires the
Sub-Servicer to comply with all of the applicable conditions of this Agreement
and, with the exception of Sections 7.01(a)(x) through (xii), provides for
events of default with respect to the Sub-Servicer substantially the same as
those set forth in Section 7.01 (modified as necessary to apply to the
Sub-Servicer's obligations under the Sub-Servicing Agreement); (ii) provides
that if the Master Servicer or the Special Servicer, as the case may be, shall
for any reason no longer act in such capacity hereunder (including by reason of
an Event of Default), the Trustee or its designee may thereupon assume all of
the rights and, except to the extent they arose prior to the date of assumption,
obligations of the Master Servicer or the Special Servicer, as the case may be,
under such agreement or may terminate such sub-servicing agreement without cause
and without payment of any penalty or termination fee (provided, however, that
those Sub-Servicing Agreements in effect as of the Closing Date (or, if being
negotiated as of the Closing Date, in effect within 90 days thereafter) may only
be terminated by the Trustee or its designee as contemplated by Section 3.22(d)
hereof and in such additional manner as is provided in such Sub-Servicing
Agreement); (iii) provides that the Trustee, for the benefit of the
Certificateholders and, in the case of a Sub-Servicing Agreement relating to a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan
Noteholder(s), shall each be a third-party beneficiary under such agreement, but
that (except to the extent the Trustee or its designee assumes the obligations
of the Master Servicer or the Special Servicer, as the case may be, thereunder
as contemplated by the immediately preceding clause (ii)) none of the Trustee,
the Trust, any successor Master Servicer or the Special Servicer, as the case
may be, any Serviced Non-Trust Mortgage Loan Noteholder or any Certificateholder
shall have any duties under such agreement or any liabilities arising therefrom;
(iv) permits any purchaser of a Serviced Trust Mortgage Loan pursuant to this
Agreement to terminate such agreement with respect to such purchased Trust
Mortgage Loan at its option and without penalty; (v) does not permit the
Sub-Servicer to enter into or consent to any modification, extension, waiver or
amendment or otherwise take any action on behalf of the Master Servicer or the
Special Servicer contemplated by Section 3.08, Section 3.09 and Section 3.20
hereof without the consent of the Master Servicer or Special Servicer, as the
case may be; (vi) does not permit the Sub-Servicer any direct rights of
indemnification that may be satisfied out of assets of the Trust Fund; (vii)
provides that the Sub-Servicer will deliver to the Master Servicer (A) an annual
accountants' report from a firm of independent public accountants that is a
member of the American Institute of Certified Public Accountants with respect to
the Sub-Servicer and (B) a backup certification substantially similar to the
Master Servicer Backup Certification with respect to the Sub-Servicer, with such
delivery, in the case of the backup certification, to occur at or before the
same times, and under the same circumstances, as the Master Servicer Backup
Certification to be delivered by or with respect to the Master Servicer (except
that each such document delivered by the Sub-Servicer shall only cover the
Mortgage Loans being subserviced thereby); and (viii) includes a representation
by the Sub-Servicer that such Sub-Servicer is not an "affiliate" (as such term
is defined in Section III of PTE 2000-58) of the Trustee or of any "affiliate"
(as such term is defined in Section III of PTE 2000-58) of the Trustee (provided
that this clause (viii) shall not apply to a Sub-Servicer listed on Exhibit K
hereto). In addition, each Sub-Servicing Agreement entered into by the Master
Servicer (including any with an


                                      -219-



effective date on or before the Closing Date) shall provide that such agreement
shall, with respect to any Serviced Mortgage Loan serviced thereunder, terminate
at the time such Mortgage Loan becomes a Specially Serviced Mortgage Loan (or,
alternatively, be subject to the Special Servicer's rights to service such
Serviced Mortgage Loan for so long as such Mortgage Loan continues to be a
Specially Serviced Mortgage Loan), and each Sub-Servicing Agreement entered into
by the Special Servicer shall relate only to Specially Serviced Mortgage Loans
and shall terminate with respect to any such Mortgage Loan which ceases to be a
Specially Serviced Mortgage Loan. The Master Servicer and the Special Servicer
each shall deliver to the Trustee and each other copies of all Sub-Servicing
Agreements (and, to the related Serviced Non-Trust Mortgage Loan Noteholder, a
copy of any Sub-Servicing Agreement in respect of a Serviced Non-Trust Mortgage
Loan), as well as any amendments thereto and modifications thereof, entered into
by it promptly upon its execution and delivery of such documents. References in
this Agreement to actions taken or to be taken by the Master Servicer or the
Special Servicer include actions taken or to be taken by a Sub-Servicer on
behalf of the Master Servicer or the Special Servicer, as the case may be; and,
in connection therewith, all amounts advanced by any Sub-Servicer to satisfy the
obligations of the Master Servicer or the Special Servicer hereunder to make P&I
Advances or Servicing Advances shall be deemed to have been advanced by the
Master Servicer or the Special Servicer, as the case may be, out of its own
funds and, accordingly, such P&I Advances or Servicing Advances shall be
recoverable by such Sub-Servicer in the same manner and out of the same funds as
if such Sub-Servicer were the Master Servicer or the Special Servicer, as the
case may be. For so long as they are outstanding, Advances shall accrue interest
in accordance with Sections 3.11(g) or 4.03(d), as applicable, such interest to
be allocable between the Master Servicer or the Special Servicer, as the case
may be, and such Sub-Servicer as they may agree. For purposes of this Agreement,
the Master Servicer and the Special Servicer each shall be deemed to have
received any payment when a Sub-Servicer retained by it receives such payment.
The Master Servicer and the Special Servicer each shall notify the other, the
Trustee, the Depositor, the Controlling Class Certificateholders and, if a
Serviced Loan Combination is involved, the related Non-Trust Mortgage Loan
Noteholder(s) in writing promptly of the appointment by it of any Sub-Servicer.

          (b) Each Sub-Servicer (i) shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law, and (ii) except
for any Sub-Servicer that is servicing any of the Serviced Mortgage Loans on the
Closing Date, shall be an approved conventional seller/servicer of mortgage
loans for FHLMC or Fannie Mae or a HUD-Approved Servicer.

          (c) The Master Servicer and the Special Servicer, for the benefit of
the Trustee, the Certificateholders and, in the case of a Serviced Loan
Combination, also for the benefit of the related Serviced Non-Trust Mortgage
Loan Noteholder(s), shall (at no expense to the Trustee, any Certificateholder,
any Serviced Non-Trust Mortgage Loan Noteholder or the Trust Fund) monitor the
performance and enforce the obligations of their respective Sub-Servicers under
the related Sub-Servicing Agreements. Such enforcement, including the legal
prosecution of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the Master
Servicer or the Special Servicer, as applicable, in its good faith business
judgment, would require were it the owner of the subject Serviced Mortgage
Loans.

          (d) In the event of the resignation, removal or other termination of
the Master Servicer or any successor Master Servicer hereunder for any reason,
the Trustee or other Person


                                      -220-



succeeding such resigning, removed or terminated party as Master Servicer, shall
elect, with respect to any Sub-Servicing Agreement in effect as of the Closing
Date (or, if being negotiated as of the Closing Date, in effect within 90 days
thereafter) that still exists at the time of such termination: (i) to assume the
rights and obligations of the Master Servicer under such Sub-Servicing Agreement
and continue the sub-servicing arrangements thereunder on the same terms
(including the obligation to pay the same sub-servicing fee); (ii) to enter into
a new Sub-Servicing Agreement with such Sub-Servicer on such terms as the
Trustee or other successor Master Servicer and such Sub-Servicer shall mutually
agree (it being understood that such Sub-Servicer is under no obligation to
accept any such new Sub-Servicing Agreement or to enter into or continue
negotiations with the Trustee or other successor Master Servicer), provided that
neither the Trustee nor any successor Master Servicer shall enter into a new
Sub-Servicing Agreement with a Sub-Servicer that was a party to a Sub-Servicing
Agreement as of the Closing Date, if such new Sub-Servicing Agreement amends,
alters or fails to restate any rights of any Underwriter or Mortgage Loan Seller
under the existing Sub-Servicing Agreement with respect to the termination of
the Sub-Servicer and the appointment of a successor thereto or any rights of any
Underwriter or Mortgage Loan Seller as a third-party beneficiary under such
Sub-Servicing Agreement, unless the successor Master Servicer has obtained the
prior written consent to the terms of such new Sub-Servicing Agreement from such
Underwriter or Mortgage Loan Seller, as the case may be; or (iii) to terminate
the Sub-Servicing Agreement if (but only if) an Event of Default (as defined in
such Sub-Servicing Agreement) has occurred and is continuing, without paying any
sub-servicer termination fee, and in any additional manner provided for in such
Sub-Servicing Agreement.

          The Sub-Servicers as to which Sub-Servicing Agreements are in effect
or being negotiated as of the Closing Date are listed on Exhibit K hereto.

          (e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer
and the Special Servicer shall remain obligated and liable to the Trustee, the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholder(s) for
the performance of their respective obligations and duties under this Agreement
in accordance with the provisions hereof to the same extent and under the same
terms and conditions as if each alone were servicing and administering the
Serviced Mortgage Loans and/or Administered REO Properties for which it is
responsible. The Master Servicer and the Special Servicer shall each be
responsible (without right of reimbursement) for all compensation of each
Sub-Servicer retained by it.

          (f) Notwithstanding the above, the Special Servicer may not enter into
any Sub-Servicing Agreement without the approval of the Controlling Class
Representative.

          SECTION 3.23. Representations and Warranties of the Master Servicer.

          (a) The Master Servicer, in such capacity, hereby represents, warrants
and covenants to the other parties hereto and for the benefit of the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of
the Closing Date, that:

               (i) The Master Servicer is a national banking association, duly
     organized under the laws of the United States, and the Master Servicer is
     in compliance with the laws of each state in which any Mortgaged Property
     is located to the extent necessary to perform its obligations under this
     Agreement.


                                      -221-



               (ii) The execution and delivery of this Agreement by the Master
     Servicer, and the performance and compliance with the terms of this
     Agreement by the Master Servicer, will not: (A) violate the Master
     Servicer's organizational documents; or (B) constitute a default (or an
     event which, with notice or lapse of time, or both, would constitute a
     default) under, or result in the breach of, any material agreement or other
     material instrument to which it is a party or which is applicable to it or
     any of its assets, which default or breach, in the good faith and
     reasonable judgment of the Master Servicer, would reasonably be expected to
     affect materially and adversely either the ability of the Master Servicer
     to perform its obligations under this Agreement or the financial condition
     of the Master Servicer.

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

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

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

               (vi) No litigation is pending or, to the best of the Master
     Servicer's knowledge, threatened, against the Master Servicer, the outcome
     of which, in the Master Servicer's good faith and reasonable judgment,
     could reasonably be expected to prohibit the Master Servicer from entering
     into this Agreement or materially and adversely affect the ability of the
     Master Servicer to perform its obligations under this Agreement.

               (vii) Any consent, approval, authorization or order of any court
     or governmental agency or body required under federal or state law for the
     execution, delivery and performance by the Master Servicer of or compliance
     by the Master Servicer with this Agreement or the consummation of the
     transactions contemplated by this Agreement has been obtained and is
     effective except where the lack of consent, approval, authorization or
     order would not have a material adverse effect on the performance by the
     Master Servicer under this Agreement.

               (viii) The Master Servicer possesses all insurance required
     pursuant to Section 3.07(c) of this Agreement.


                                      -222-



               (ix) The Master Servicer has reviewed all Sub-Servicing
     Agreements in effect as of the Closing Date and will review all
     Sub-Servicing Agreements entered into by it after the Closing Date.

          (b) The representations and warranties of the Master Servicer set
forth in Section 3.23(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.

          (c) Any successor Master Servicer shall be deemed to have made, as of
the date of its succession, each of the representations and warranties set forth
in Section 3.23(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 3.23(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.

          SECTION 3.24. Representations and Warranties of the Special Servicer.

          (a) The Special Servicer, in such capacity, hereby represents,
warrants and covenants to the other parties hereto and for the benefit of the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of
the Closing Date, that:

               (i) The Special Servicer is a corporation validly existing and in
     good standing under the laws of the State of Florida, and the Special
     Servicer is in compliance with the laws of each state in which any
     Mortgaged Property is located to the extent necessary to perform its
     obligations under this Agreement.

               (ii) The execution and delivery of this Agreement by the Special
     Servicer, and the performance and compliance with the terms of this
     Agreement by the Special Servicer, will not: (A) violate the Special
     Servicer's organizational documents; or (B) constitute a default (or an
     event which, with notice or lapse of time, or both, would constitute a
     default) under, or result in the breach of, any material agreement or other
     material instrument to which it is a party or which is applicable to it or
     any of its assets, which default or breach, in the good faith and
     reasonable judgment of the Special Servicer, would reasonably be expected
     to affect materially and adversely either the ability of the Special
     Servicer to perform its obligations under this Agreement or the financial
     condition of the Special Servicer.

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

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


                                      -223-



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

               (vi) No litigation is pending or, to the best of the Special
     Servicer's knowledge, threatened, against the Special Servicer, the outcome
     of which, in the Special Servicer's good faith and reasonable judgment,
     could reasonably be expected to prohibit the Special Servicer from entering
     into this Agreement or materially and adversely affect the ability of the
     Special Servicer to perform its obligations under this Agreement.

               (vii) Any consent, approval, authorization or order of any court
     or governmental agency or body required under federal or state law for the
     execution, delivery and performance by the Special Servicer of or
     compliance by the Special Servicer with this Agreement or the consummation
     of the transactions contemplated by this Agreement has been obtained and is
     effective except where the lack of consent, approval, authorization or
     order would not have a material adverse effect on the performance by the
     Special Servicer under this Agreement.

               (viii) The Special Servicer possesses all insurance required
     pursuant to Section 3.07(c) of this Agreement.

          (b) The representations and warranties of the Special Servicer set
forth in Section 3.24(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.

          (c) Any successor Special Servicer shall be deemed to have made, as of
the date of its succession, each of the representations and warranties set forth
in Section 3.24(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 3.24(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.

          SECTION 3.25. Certain Matters Regarding the Purchase of the Trust
                        Mortgage Loan in a Loan Combination.

          If, in connection with a Permitted Purchase, a Trust Mortgage Loan
that is part of a Loan Combination is purchased or repurchased from the Trust
Fund, the purchaser(s) thereof shall be bound by the terms of the related
Co-Lender Agreement and shall assume the rights and obligations of the holder of
such Mortgage Loan under such Co-Lender Agreement. Subject to the terms of the
related Co-Lender Agreement, all portions of the related Mortgage File and other
documents pertaining to the subject Trust Mortgage Loan shall be endorsed or
assigned, to the extent necessary or appropriate, to the purchaser(s) of such
Trust Mortgage Loan in their capacity as holder of such Trust Mortgage Loan (as
a result of such purchase or repurchase) under the related Co-Lender Agreement
in the manner


                                      -224-



contemplated thereunder, which such purchaser(s) shall be deemed to acknowledge.
Thereafter, in the case of a Serviced Combination Trust Mortgage Loan, such
Mortgage File shall be held by the lender responsible for maintaining custody
thereof under the related Co-Lender Agreement, or a custodian appointed thereby,
for the benefit of each of the "Lenders" as defined under, and as their
interests appear under, the related Co-Lender Agreement; provided that the
Mortgage Note for such Serviced Combination Trust Mortgage Loan may be held by
the purchaser(s) of such Mortgage Loan. If the related Servicing File is not
already in the possession of such party, it shall be delivered to the successor
master servicer or special servicer, as the case may be, with respect to the
subject Loan Combination under, or otherwise in accordance with, any applicable
separate servicing agreement for such Loan Combination or as otherwise
contemplated by the related Co-Lender Agreement.

          SECTION 3.26. Application of Default Charges.

          (a) Any and all Default Charges that are actually Received by the
Trust and deposited in the Pool Custodial Account with respect to any Trust
Mortgage Loan or REO Trust Mortgage Loan during any applicable Collection
Period, shall be applied for the following purposes and in the following order,
in each case to the extent of the remaining portion of such Default Charges:

               first, to pay to the Fiscal Agent, the Trustee, the Master
     Servicer and the Special Servicer, in that order, any interest due and
     owing to such party on any outstanding Advances made thereby with respect
     to such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be,
     which interest on such outstanding Advance accrued on or prior to the date
     on which the subject Default Charges were received;

               second, to pay any other outstanding expenses (exclusive of
     Special Servicing Fees, Liquidation Fees and Workout Fees) incurred with
     respect to such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case
     may be, that, if paid from collections on the Mortgage Pool other than such
     Default Charges, would constitute an Additional Trust Fund Expense;

               third, to reimburse the Trust for any interest on Advances paid
     to the Fiscal Agent, the Trustee, the Master Servicer or the Special
     Servicer since the Closing Date with respect to such Trust Mortgage Loan or
     REO Trust Mortgage Loan, as the case may be, which interest payment was
     made from collections on the Mortgage Pool (other than Default Charges on
     such Trust Mortgage Loan or REO Trust Mortgage Loan) and was not previously
     reimbursed under this clause third;

               fourth, to reimburse the Trust for any other Additional Trust
     Fund Expenses (exclusive of Special Servicing Fees, Liquidation Fees and
     Workout Fees) paid since the Closing Date with respect to such Trust
     Mortgage Loan or REO Trust Mortgage Loan, as the case may be, which payment
     was made from collections on the Mortgage Pool (other than Default Charges
     on such Trust Mortgage Loan or REO Trust Mortgage Loan) and was not
     previously reimbursed under this clause fourth; and

               fifth, to pay any remaining portion of such Default Charges (such
     remaining portion, "Net Default Charges") to the extent actually Received
     by the Trust as additional master servicing compensation to the Master
     Servicer, if they were accrued in respect of an Outside Serviced Trust
     Mortgage Loan or a Performing Serviced Trust Mortgage Loan, or as
     additional special servicing compensation to the Special Servicer, if they
     were accrued in respect of a


                                      -225-



     Specially Serviced Trust Mortgage Loan or an REO Trust Mortgage Loan, in
     each case pursuant to Section 3.11;

provided that any and all Default Charges that are actually collected with
respect to a Serviced Combination Trust Mortgage Loan shall first be applied
pursuant to the applicable section of this Agreement related to permitted
withdrawals from the related Loan Combination Custodial Account (Section 3.05A)
and the applicable provisions of the related Co-Lender Agreement; and provided,
further, that the total interest on Advances payable pursuant to clause first
above and other expenses payable pursuant to clause second above in connection
with a Serviced Combination Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto shall take into account the application of
funds on deposit in the related Loan Combination Custodial Account with respect
to the related Serviced Non-Trust Mortgage Loan(s) or any successor REO Mortgage
Loan(s) with respect thereto to pay such interest on Advances or such other
expenses, as the case may be; and provided, further, that, with respect to a
Serviced Loan Combination, Default Charges that are actually Received by the
Trust with respect to any Serviced Combination Trust Mortgage Loan or REO Trust
Mortgage Loan with respect thereto during any applicable Collection Period shall
be applied to cover the items set forth in clauses first through fourth above
only to the extent that such item or portion of such item (i) is allocable to
such Serviced Combination Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto in accordance with the related Co-Lender
Agreement and (ii) is not otherwise first payable, pursuant to Section 3.26(c)
or Section 3.26(d) (and consistent with the related Co-Lender Agreement), out of
amounts otherwise distributable to a related Serviced Non-Trust Mortgage Loan
Noteholder as Default Charges with respect to a related Serviced Non-Trust
Mortgage Loan or any successor REO Mortgage Loan with respect thereto or,
pursuant to Section 3.05A (and consistent with the related Co-Lender Agreement)
out of any other amounts otherwise distributable to a related Serviced Non-Trust
Mortgage Loan Noteholder with respect to a related Serviced Non-Trust Mortgage
Loan or any successor REO Mortgage Loan with respect thereto.

          (b) Default Charges applied to reimburse the Trust pursuant to clauses
third and fourth of subsection (a), are intended to be part of the amounts to be
delivered by the Master Servicer to the Trustee pursuant to the first paragraph
of Section 3.04(b) on or before the Trust Master Servicer Remittance Date next
following the applicable Collection Period during which they were received, for
deposit in the Collection Account, subject to application pursuant to Section
3.05(a) for any items payable out of general collections on the Mortgage Pool.
Default Charges applied to pay outstanding interest on Advances in respect of
the related Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable, to
any particular party, pursuant to clause first of subsection (a), shall be
applied to pay such party such interest on Advances in such manner that the
interest that accrued first and has been outstanding the longest shall be paid
first. Default Charges applied to pay outstanding expenses in respect of the
related Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable, pursuant
to clause second of subsection (a), shall be applied to pay such expenses in the
chronological order in which they were incurred. Default Charges applied to
reimburse the Trust pursuant to clauses third and fourth of subsection (a) shall
be deemed to offset either interest paid on Advances or other Additional Trust
Fund Expenses, depending on which clause is applicable, in respect of the
related Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable, in the
chronological order in which such interest accrued or such expenses were
incurred, as applicable (whereupon such interest paid on Advances or such other
Additional Trust Fund Expenses, depending on which clause is applicable, shall
thereafter be deemed to have been paid out of Default Charges in respect of the
related Trust Mortgage Loan or REO Trust Mortgage Loan, as applicable).


                                      -226-



          (c) Any and all amounts otherwise distributable to the related
Serviced Non-Trust Mortgage Loan Noteholder as Default Charges with respect to
any Serviced Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect thereto, in accordance with the related Co-Lender Agreement, shall be
applied for the following purposes and in the following order, in each case to
the extent of the remaining portion of such amounts and as and to the extent
permitted under the related Co-Lender Agreement, prior to being so distributed
to the related Serviced Non-Trust Mortgage Loan Noteholder:

               first, to pay to the Fiscal Agent, the Trustee, the Master
     Servicer and the Special Servicer any and all interest on any Servicing
     Advances made thereby with respect to the applicable Serviced Loan
     Combination or any related REO Property, which interest accrued on or prior
     to the date on which such amounts otherwise so distributable as Default
     Charges were received (such amounts to be applied in accordance with this
     clause first with respect to any such particular party in such manner that
     the earliest accrued interest shall be paid first);

               second, to pay to the Fiscal Agent, the Trustee and the Master
     Servicer any and all interest on any P&I Advances made thereby with respect
     to the related Trust Mortgage Loan or any successor REO Trust Mortgage Loan
     with respect thereto, which interest accrued on or prior to the date on
     which such amounts otherwise so distributable as Default Charges were
     received (such amounts to be applied with respect to any such particular
     party in such manner that the earliest accrued interest shall be paid
     first); and

               third, to pay any other expenses reimbursable to any party to
     this Agreement from Default Charges pursuant to the related Co-Lender
     Agreement, out of amounts otherwise distributable to the related Serviced
     Non-Trust Mortgage Loan Noteholder as Default Charges with respect to the
     subject Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
     respect thereto.

          Any amounts otherwise distributable to the related Serviced Non-Trust
Mortgage Loan Noteholder as Default Charges with respect to any Serviced
Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect thereto
that are applied pursuant to clause first or clause second, as applicable, of
the preceding paragraph shall be paid to the Fiscal Agent, the Trustee, the
Master Servicer and, if applicable, the Special Servicer, in that order, in each
case up to the total amount of interest on any Advances so payable to such party
in accordance with such clause first or clause second, as applicable.


                                      -227-



                                   ARTICLE IV

          PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS

          SECTION 4.01. Distributions.

          (a) On each Distribution Date, through and including the Final
Distribution Date, the Trustee shall, based on, among other things, information
provided by the Master Servicer and, if applicable, the Special Servicer,
withdraw from the Collection Account and apply the Available Distribution Amount
for such Distribution Date, such application to be made for the following
purposes and in the following order of priority, in each case to the extent of
remaining available funds:

          first, concurrently, (i) from that portion, if any, of the Available
Distribution Amount for such Distribution Date attributable to Loan Group No. 1,
to make distributions of interest to the Holders of the Class A-1, Class A-2,
Class A-3, Class A-AB and Class A-4 Certificates, pro rata as among such Classes
of Certificateholders in accordance with the respective amounts of Distributable
Certificate Interest payable in respect of such Classes of Certificates on such
Distribution Date, in an amount equal to all Distributable Certificate Interest
in respect of each such Class of Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates, if any, (ii)
from that portion, if any, of the Available Distribution Amount for such
Distribution Date that is attributable to Loan Group No. 2, to make
distributions of interest to the Holders of the Class A-1A Certificates, in an
amount equal to all Distributable Certificate Interest in respect of such Class
of Certificates for such Distribution Date and, to the extent not previously
paid, for all prior Distribution Dates, if any, and (iii) from the entire
Available Distribution Amount for such Distribution Date, distributions of
interest to the Holders of the Class X-CL and Class X-CP Certificates, pro rata
in accordance with the respective amounts of Distributable Certificate Interest
payable in respect of such Classes of Certificates on such Distribution Date, in
an amount equal to all Distributable Certificate Interest in respect of each
such Class of Certificates for such Distribution Date and, to the extent not
previously paid, for all prior Distribution Dates, if any; provided, however,
that if the Available Distribution Amount for the subject Distribution Date or
the applicable portion thereof attributable to either Loan Group is insufficient
to pay in full the total amount of Distributable Certificate Interest, as
provided above, payable in respect of any Class of Senior Certificates on such
Distribution Date, then the entire Available Distribution Amount shall be
applied to make distributions of interest to the Holders of the respective
Classes of the Senior Certificates, pro rata as among such Classes of
Certificateholders in accordance with the respective amounts of Distributable
Certificate Interest payable in respect of such Classes of Certificates on such
Distribution Date, up to an amount equal to all Distributable Certificate
Interest in respect of each such Class of Certificates for such Distribution
Date and, to the extent not previously paid, for all prior Distribution Dates,
if any;

          second, to make distributions of principal to the Holders of the
respective Classes of the Senior Class A Certificates, in the following amounts
and order of priority:

               (i) to the Holders of the Class A-1A Certificates, up to an
     amount (not to exceed the Class Principal Balance of the Class A-1A
     Certificates outstanding immediately prior to such Distribution Date) equal
     to the entire portion of the Adjusted Principal Distribution Amount for
     such Distribution Date attributable to Loan Group No. 2;


                                      -228-



               (ii) to the Holders of the Class A-AB Certificates, up to an
     amount equal to the lesser of (A) the excess, if any, of the Class
     Principal Balance of the Class A-AB Certificates outstanding immediately
     prior to such Distribution Date, over the Class A-AB Planned Principal
     Balance for such Distribution Date, and (B) the entire Adjusted Principal
     Distribution Amount for such Distribution Date (net of any portion thereof
     distributed on such Distribution Date to the Holders of the Class A-1A
     Certificates pursuant to subclause (i) of this clause second);

               (iii) to the Holders of the Class A-1 Certificates, up to an
     amount (not to exceed the Class Principal Balance of the Class A-1
     Certificates outstanding immediately prior to such Distribution Date) equal
     to the entire Adjusted Principal Distribution Amount for such Distribution
     Date (net of any portion thereof distributed on such Distribution Date to
     the Holders of any other Class of Senior Class A Certificates pursuant to a
     prior subclause of this clause second);

               (iv) to the Holders of the Class A-2 Certificates, up to an
     amount (not to exceed the Class Principal Balance of the Class A-2
     Certificates outstanding immediately prior to such Distribution Date) equal
     to the entire Adjusted Principal Distribution Amount for such Distribution
     Date (net of any portion thereof distributed on such Distribution Date to
     the Holders of any other Class of Senior Class A Certificates pursuant to a
     prior subclause of this clause second);

               (v) to the Holders of the Class A-3 Certificates, up to an amount
     (not to exceed the Class Principal Balance of the Class A-3 Certificates
     outstanding immediately prior to such Distribution Date) equal to the
     entire Adjusted Principal Distribution Amount for such Distribution Date
     (net of any portion thereof distributed on such Distribution Date to the
     Holders of any other Class of Senior Class A Certificates pursuant to a
     prior subclause of this clause second);

               (vi) to the Holders of the Class A-AB Certificates, up to an
     amount (not to exceed the Class Principal Balance of the Class A-AB
     Certificates outstanding immediately prior to such Distribution Date, net
     of any distributions of principal made with respect to the Class A-AB
     Certificates on such Distribution Date pursuant to subclause (ii) of this
     clause second), up to an amount equal to the entire Adjusted Principal
     Distribution Amount for such Distribution Date (net of any portion thereof
     distributed on such Distribution Date to the Holders of the Class A-AB
     Certificates and/or to the Holders of any other Class of Senior Class A
     Certificates pursuant to a prior subclause of this clause second);

               (vii) to the Holders of the Class A-4 Certificates, up to an
     amount (not to exceed the Class Principal Balance of the Class A-4
     Certificates outstanding immediately prior to such Distribution Date) equal
     to the entire Adjusted Principal Distribution Amount for such Distribution
     Date (net of any portion thereof distributed on such Distribution Date to
     the Holders of any other Class of Senior Class A Certificates pursuant to a
     prior subclause of this clause second); and

               (viii) to the Holders of the Class A-1A Certificates, up to an
     amount (not to exceed the Class Principal Balance of the Class A-1A
     Certificates outstanding immediately prior to such Distribution Date, net
     of any distributions of principal made with respect to the Class A-1A
     Certificates on such Distribution Date pursuant to subclause (i) of this
     clause second), up to


                                      -229-



     an amount equal to the entire Adjusted Principal Distribution Amount for
     such Distribution Date (net of any portion thereof distributed on such
     Distribution Date to the Holders of the Class A-1A Certificates and/or to
     the Holders of any other Class of Senior Class A Certificates pursuant to a
     prior subclause of this clause second);

provided, however, that, notwithstanding the immediately preceding clauses (i)
through (viii) of this clause second, on each Distribution Date coinciding with
or following the Senior Class A Principal Distribution Cross-Over Date, and in
any event on the Final Distribution Date, the Trustee shall, pursuant to this
clause second, subject to remaining available funds, make distributions of
principal to the Holders of the respective Classes of the Senior Class A
Certificates, on a pro rata basis, in accordance with the respective Class
Principal Balances of those Classes of Certificates outstanding immediately
prior to such Distribution Date, until the Class Principal Balance of each such
Class of Certificates has been reduced to zero (such distributions of principal
to be made without regard to the Adjusted Principal Distribution Amount for such
Distribution Date);

          third, to reimburse the Holders of the respective Classes of the
     Senior Class A Certificates, up to an amount equal to, and on a pro rata
     basis as among such Classes of Certificateholders in accordance with, the
     Loss Reimbursement Amount with respect to each such Class of Certificates
     for such Distribution Date; and

          fourth, to make distributions of interest to the Holders of the Class
     A-M Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          fifth, after the Class Principal Balances of the respective Classes of
     the Senior Class A Certificates have been reduced to zero, to make
     distributions of principal to the Holders of the Class A-M Certificates, up
     to an amount (not to exceed the Class Principal Balance of the Class A-M
     Certificates outstanding immediately prior to such Distribution Date) equal
     to the entire Adjusted Principal Distribution Amount for such Distribution
     Date (net of any portion thereof distributed on such Distribution Date to
     the Holders of the respective Classes of the Senior Class A Certificates
     pursuant to clause second of this Section 4.01(a)); provided, however,
     that, on the Final Distribution Date, the Trustee shall, pursuant to this
     clause fifth, subject to remaining available funds, make distributions of
     principal to the Holders of the Class A-M Certificates, until the Class
     Principal Balance of such Class of Certificates is reduced to zero;

          sixth, to reimburse the Holders of the Class A-M Certificates, up to
     an amount equal to the Loss Reimbursement Amount with respect to such Class
     of Certificates for such Distribution Date;

          seventh, to make distributions of interest to the Holders of the Class
     A-J Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          eighth, after the Class Principal Balance of the Class A-M
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class A-J Certificates, up to an


                                      -230-



     amount (not to exceed the Class Principal Balance of the Class A-J
     Certificates outstanding immediately prior to such Distribution Date) equal
     to the entire Adjusted Principal Distribution Amount for such Distribution
     Date (net of any portion thereof distributed on such Distribution Date to
     the Holders of the respective Classes of the Senior Class A Certificates
     pursuant to clause second of this Section 4.01(a) and/or to the Holders of
     the Class A-M Certificates pursuant to clause fifth of this Section
     4.01(a)); provided, however, that, on the Final Distribution Date, the
     Trustee shall, pursuant to this clause eighth, subject to remaining
     available funds, make distributions of principal to the Holders of the
     Class A-J Certificates, until the Class Principal Balance of such Class of
     Certificates is reduced to zero;

          ninth, to reimburse the Holders of the Class A-J Certificates, up to
     an amount equal to the Loss Reimbursement Amount with respect to such Class
     of Certificates for such Distribution Date; and

          tenth, to make distributions to the Holders of the remaining Classes
     of the Regular Interest Certificates as provided in Section 4.01(b).

          All distributions of interest, if any, made with respect to either the
Class X-CL Certificates or the Class X-CP Certificates on any Distribution Date,
pursuant to this Section 4.01(a), shall be made, and shall be deemed to have
been made, in respect of the various REMIC III Components of the subject Class
of Interest-Only Certificates, pro rata in accordance with the respective
amounts of Distributable Component Interest in respect of such REMIC III
Components for such Distribution Date and, to the extent not previously deemed
paid pursuant to this paragraph, for all prior Distribution Dates, if any.

          (b) On each Distribution Date, through and including the Final
Distribution Date, after making the distributions with respect to the Senior
Certificates, the Class A-M Certificates and the Class A-J Certificates provided
for in Section 4.01(a), the Trustee shall, based on information provided by the
Master Servicer and, if applicable, the Special Servicer, apply the remaining
portion, if any, of the Available Distribution Amount for such Distribution to
make the distributions described in the next paragraph to the Holders of the
various Classes of the Class B Through T Certificates, such distributions to be
made sequentially among such Classes of Certificateholders in the alphabetic
order of the Class designations of their respective Certificates (beginning with
the Class B Certificates and ending with the Class T Certificates), in each case
to the extent of the Remaining Available Distribution Amount with respect to the
subject Class of Certificates for such Distribution Date.

          On each Distribution Date, through and including the Final
Distribution Date, the Holders of each Class of the Class B Through T
Certificates will be entitled to receive, subject to the Remaining Available
Distribution Amount with respect to such Class of Certificates for such
Distribution Date, the following distributions in the following order of
priority, in each case to the extent of the remaining available funds:

          first, distributions of interest, up to an amount equal to all
     Distributable Certificate Interest with respect to the subject Class of
     Certificates for such Distribution Date and, to the extent not previously
     received, for all prior Distribution Dates, if any;

          second, distributions of principal, up to an amount (not to exceed the
     Class Principal Balance of the subject Class of Certificates outstanding
     immediately prior to such Distribution


                                      -231-



     Date) equal to the Remaining Adjusted Principal Distribution Amount with
     respect to the subject Class of Certificates for such Distribution Date
     (or, if such Distribution Date is the Final Distribution Date, then up to
     an amount equal to the entire Class Principal Balance of the subject Class
     of Certificates immediately prior to, and without regard to the Remaining
     Adjusted Principal Distribution Amount with respect to the subject Class of
     Certificates for, such Distribution Date); and

          third, reimbursements of any and all reductions made in the Class
     Principal Balance of the subject Class of Certificates pursuant to Section
     4.04(a), up to an amount equal to the Loss Reimbursement Amount with
     respect to the subject Class of Certificates for such Distribution Date;

provided that no distributions of principal will be made with respect to any
Class of the Class B Through T Certificates until the reduction to zero of the
Class Principal Balance of each Class of the Class A Certificates, as well as
the Class Principal Balance of each other Class of the Class B Through T
Certificates, if any, that has an earlier alphabetic Class designation (that is,
"Class B" comes before "Class C", "Class C" comes before "Class D", and so
forth) then does the subject Class of Certificates.

          Any portion of the Available Distribution Amount that remains after
the distributions with respect to the Regular Interest Certificates in
accordance with Section 4.01(a) and this Section 4.01(b) shall be applied to
make distributions to the Holders of the Residual Interest Certificates in
accordance with Section 4.01(c).

          (c) On each Distribution Date, through and including the Final
Distribution Date, after making the distributions with respect to the Regular
Interest Certificates provided for in Sections 4.01(a) and 4.01(b), the Trustee
shall apply the remaining portion, if any, of the Available Distribution Amount
for such Distribution Date for the following purposes and in the following order
of priority, in each case to the extent of remaining available funds:

               (i) to make distributions to the Holders of the Class R-III
     Certificates, up to an amount equal to the excess, if any, of (A) the
     aggregate distributions (other than distributions of Net Prepayment
     Consideration) deemed made with respect to the REMIC II Regular Interests
     on such Distribution Date pursuant to Section 4.01(l), over (B) the
     aggregate distributions made with respect to the Regular Interest
     Certificates on such Distribution Date pursuant to Section 4.01(a) and/or
     Section 4.01(b);

               (ii) to make distributions to the Holders of the Class R-II
     Certificates, up to an amount equal to the excess, if any, of (A) the
     aggregate distributions (other than distributions of Net Prepayment
     Consideration) deemed made with respect to the REMIC I Regular Interests on
     such Distribution Date pursuant to Section 4.01(m), over (B) the aggregate
     distributions (other than distributions of Net Prepayment Consideration)
     deemed made with respect to the REMIC II Regular Interests on such
     Distribution Date pursuant to Section 4.01(l);

               (iii) subject to Section 2.06(b), to make distributions to the
     Holders of the Class R-LR Certificates, up to an amount equal to the
     excess, if any, of (A) that portion of the Available Distribution Amount
     for such Distribution Date that is allocable to the Early Defeasance Trust
     Mortgage Loans and/or any related REO Properties, over (B) the aggregate
     distributions (other than distributions of Net Prepayment Consideration)
     deemed made with


                                      -232-



     respect to the Loan REMIC Regular Interests on such Distribution Date
     pursuant to Section 4.01(n); and

               (iv) to distribute to the Holders of the Class R-I Certificates
     the remaining portion, if any, of the Available Distribution Amount.

          (d) On each Distribution Date, through and including the Final
Distribution Date, the Trustee shall withdraw from the Collection Account any
amount Received by the Trust with respect to any Trust Mortgage Loan or REO
Trust Mortgage Loan during the related Collection Period that represents Net
Prepayment Consideration and shall distribute such Net Prepayment Consideration:
first, to the Holders of the respective Classes of YM Principal Balance
Certificates that are entitled to distributions of principal on such
Distribution Date, pursuant to Section 4.01(a) or Section 4.01(b), as
applicable, with respect to the Loan Group that includes the prepaid Trust
Mortgage Loan or REO Trust Mortgage Loan, as the case may be, up to an amount
equal to, and pro rata based on, the respective Prepayment Consideration
Entitlements for such Classes of Certificates for such Distribution Date in
connection with such Net Prepayment Consideration; and second, as follows--(i)
if the subject Distribution Date occurs during or prior to August 2008, on a
pari passu basis to (A) the Holders of the Class X-CL Certificates, in an amount
equal to 93% of any remaining portion of such Net Prepayment Consideration, and
(B) the Holders of the Class X-CP Certificates, in an amount equal to 7% of any
remaining portion of such Net Prepayment Consideration, or (ii) if the subject
Distribution Date occurs after August 2008, but during or prior to August 2010,
on a pari passu basis to (A) the Holders of the Class X-CL Certificates, in an
amount equal to 98% of any remaining portion of such Net Prepayment
Consideration, and (B) the Holders of the Class X-CP Certificates, in an amount
equal to 2% of any remaining portion of such Net Prepayment Consideration, or
(iii) if the subject Distribution Date occurs after August 2010, to the Holders
of the Class X-CL Certificates, in an amount equal to 100% of any remaining
portion of such Net Prepayment Consideration.

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

          Any Net Prepayment Consideration or portion thereof distributed with
respect to either the Class X-CL Certificates or the Class X-CP Certificates on
any Distribution Date shall be deemed to have been distributed with respect to
the respective REMIC III Components of the subject Class of Interest-Only
Certificates, on a pro rata basis in accordance with the respective amounts by
which the


                                      -233-



Component Notional Amounts of such REMIC III Components were reduced on such
Distribution Date by deemed distributions of principal pursuant to Section
4.01(l).

          (e) On each Distribution Date, through and including the Final
Distribution Date, subject to Section 2.05(b), the Trustee shall withdraw from
the Collection Account, and distribute to the Holders of the Class V
Certificates, any amounts that represent Additional Interest Received by the
Trust during the related Collection Period with respect to the ARD Trust
Mortgage Loans (and any successor REO Trust Mortgage Loans with respect
thereto).

          (f) On the Final Distribution Date, the Special Servicer shall
withdraw from the Loss of Value Reserve Fund and remit to the Trustee, and (upon
receipt) the Trustee shall distribute to the Holders of the Class R-III
Certificates, any Loss of Value Payments remaining on deposit in the Loss of
Value Reserve Fund as of the Final Distribution Date (after taking into account
any transfer of Loss of Value Payments from the Loss of Value Reserve Fund to
the Collection Account on the immediately preceding Trust Master Servicer
Remittance Date in accordance with Section 3.05(e)).

          (g) All distributions made with respect to each Class of Certificates
on each Distribution Date shall be allocated pro rata among the outstanding
Certificates in such Class based on their respective Percentage Interests.
Except as otherwise provided below, all such distributions with respect to each
Class on each Distribution Date shall be made to the Certificateholders of the
respective Class of record at the close of business on the related Record Date
and shall be made by wire transfer of immediately available funds to the account
of any such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have provided the Trustee
with wiring instructions no less than five (5) Business Days prior to the
related Record Date or, in the case of the initial Distribution Date, no later
than the close of business on the later of (i) the fifth Business Day prior to
the related Record Date and (ii) the Closing Date (which wiring instructions may
be in the form of a standing order applicable to all subsequent Distribution
Dates), or otherwise by check mailed to the address of such Certificateholder as
it appears in the Certificate Register. The final distribution on each
Certificate (determined, in the case of a Principal Balance Certificate, without
regard to any possible future reimbursement of any related Loss Reimbursement
Amount) will be made in a like manner, but only upon presentation and surrender
of such Certificate at the offices of the Certificate Registrar or such other
location specified in the notice to Certificateholders of such final
distribution. Prior to any termination of the Trust Fund pursuant to Section
9.01, any distribution that is to be made with respect to a Certificate in
reimbursement of any related Loss Reimbursement Amount, which reimbursement is
to occur after the date on which such Certificate is surrendered as contemplated
by the preceding sentence, will be made by check mailed to the address of the
Certificateholder that surrendered such Certificate as such address last
appeared in the Certificate Register or to any other address of which the
Trustee was subsequently notified in writing. If such check is returned to the
Trustee, then the Trustee, directly or through an agent, shall take such
reasonable steps to contact the related Holder and deliver such check as it
shall deem appropriate. Any funds in respect of a check returned to the Trustee
shall be set aside by the Trustee and held uninvested in trust and credited to
the account of the appropriate Holder. The costs and expenses of locating the
appropriate Holder and holding such funds shall be paid out of such funds. No
interest shall accrue or be payable to any former Holder on any amount held in
trust hereunder. If the Trustee has not, after having taken such reasonable
steps, located the related Holder by the second anniversary of the initial
sending of a check, the Trustee shall, subject to applicable law, distribute the
unclaimed funds to the Class R-III Certificateholders.


                                      -234-



          (h) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm for which it acts as agent. Each indirect
participating brokerage firm shall be responsible for disbursing funds to the
related Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law. The Trustee and the Depositor shall perform their respective
obligations under each Letter of Representations among the Depositor, the
Trustee and the initial Depository dated as of the Closing Date and pertaining
to the Book-Entry Certificates.

          (i) The rights of the Certificateholders to receive distributions from
the proceeds of the Trust Fund with respect to the Certificates, and all rights
and interests of the Certificateholders in and to such distributions, shall be
as set forth in this Agreement. Neither the Holders of any Class of Certificates
nor any party hereto shall in any way be responsible or liable to the Holders of
any other Class of Certificates with respect to amounts properly previously
distributed on the Certificates.

          (j) Except as otherwise provided in Section 9.01, whenever the Trustee
receives written notification of or expects that the final distribution with
respect to any Class of Certificates (determined, in the case of a Class of
Principal Balance Certificates, without regard to any possible future
reimbursement of any related Loss Reimbursement Amount) will be made on the next
Distribution Date, the Trustee shall, as soon as reasonably practicable and, in
any event, no later than the second Business Day prior to such Distribution
Date, mail to each Holder of record of such Class of Certificates on such date a
notice to the effect that:

               (i) the Trustee expects that the final distribution with respect
     to such Class of Certificates will be made on such Distribution Date but
     only upon presentation and surrender of such Certificates at the office of
     the Certificate Registrar or at such other location therein specified, and

               (ii) no interest shall accrue on such Certificates from and after
     the end of the Interest Accrual Period for such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(j) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, then the Trustee, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such non-tendering
Certificateholders following the first anniversary of the delivery of such
second notice thereto shall be paid out of such funds. No interest shall accrue
or be payable to any former Holder on


                                      -235-



any amount held in trust pursuant to this paragraph. If all of the Certificates
as to which notice has been given pursuant to this Section 4.01(j) shall not
have been surrendered for cancellation by the second anniversary of the delivery
of the second notice, the Trustee shall, subject to applicable law, distribute
to the Class R-III Certificateholders all unclaimed funds and other assets which
remain subject thereto.

          (k) Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. If the Trustee
does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholder.

          (l) All distributions made in respect of each Class of Principal
Balance Certificates on each Distribution Date (including the Final Distribution
Date) pursuant to Section 4.01(a), Section 4.01(b) or Section 4.01(d) shall be
deemed to have first been distributed on such Distribution Date from REMIC II to
REMIC III with respect to the Corresponding REMIC II Regular Interest(s) for
such Class of Certificates; and all distributions made with respect to each
Class of Interest-Only Certificates on each Distribution Date pursuant to
Section 4.01(a) or Section 4.01(d) and allocable to any particular REMIC III
Component of such Class of Certificates, shall be deemed to have first been
distributed on such Distribution Date from REMIC II to REMIC III in respect of
the Corresponding REMIC II Regular Interest for such REMIC III Component. In
each case, if such distribution on any such Class of Certificates was a
distribution of accrued interest, of principal, of additional interest (in the
form of Net Prepayment Consideration or any portion thereof) or in reimbursement
of any Loss Reimbursement Amount with respect to such Class of Certificates,
then the corresponding distribution deemed to be made on a REMIC II Regular
Interest pursuant to the preceding sentence (and, if applicable, the following
paragraph of this Section 4.01(l)) shall be deemed to also be, respectively, a
distribution of accrued interest, of principal, of additional interest (in the
form of Net Prepayment Consideration or any portion thereof) or in reimbursement
of any Loss Reimbursement Amount with respect to such REMIC II Regular Interest.

          If a Class of Principal Balance Certificates has two or more
Corresponding REMIC II Regular Interests, then:

               (i) deemed distributions of accrued interest made on such
     Corresponding REMIC II Regular Interests on any Distribution Date shall be
     allocated between or among them, as applicable, on a pro rata basis in
     accordance with the respective amounts of Uncertificated Distributable
     Interest in respect of such Corresponding REMIC II Regular Interests for
     such Distribution Date and, to the extent not previously deemed
     distributed, for all prior Distribution Dates, if any;

               (ii) deemed distributions of principal made on such Corresponding
     REMIC II Regular Interests on any Distribution Date shall be allocated to
     them in numeric order (i.e., from lowest number to highest number) of the
     respective ending numbers of the respective alphanumeric designations for
     such Corresponding REMIC II Regular Interests, in each case up to an amount
     equal to the Uncertificated Principal Balance of the subject Corresponding
     REMIC II Regular Interest outstanding immediately prior to such
     Distribution Date (such that no deemed


                                      -236-



     distributions of principal will be made on any such Corresponding REMIC II
     Regular Interest until the Uncertificated Principal Balance of each other
     such Corresponding REMIC II Regular Interest, if any, with an alphanumeric
     designation that ends in a lower number, has been paid in full);

               (iii) deemed distributions of additional interest (in the form of
     Net Prepayment Consideration or any portion thereof) made on such
     Corresponding REMIC II Regular Interests on any Distribution Date shall be
     allocated between or among them, as applicable, on a pro rata basis in
     accordance with the respective amounts of principal deemed distributed in
     respect of such Corresponding REMIC II Regular Interests on such
     Distribution Date; and

               (iv) deemed distributions made on such Corresponding REMIC II
     Regular Interests on any Distribution Date in reimbursement of the Loss
     Reimbursement Amounts with respect thereto shall be allocated to them in
     the same order that deemed distributions of principal made on such
     Corresponding REMIC II Regular Interests are allocated to them pursuant to
     subclause (ii) of this paragraph, in each case up to the amount of the Loss
     Reimbursement Amount with respect to the subject REMIC II Regular Interest
     for such Distribution Date.

          The actual distributions made by the Trustee on each Distribution Date
in respect of the REMIC III Certificates pursuant to Section 4.01(a), Section
4.01(b), Section 4.01(c) or Section 4.01(d), as applicable, shall be deemed to
have been so made from the amounts deemed distributed with respect to the REMIC
II Regular Interests on such Distribution Date pursuant to this Section 4.01(l).
Notwithstanding the deemed distributions on the REMIC II Regular Interests
described in this Section 4.01(l), actual distributions of funds from the
Collection Account shall be made only in accordance with Section 4.01(a),
Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section 4.01(e), as
applicable.

          (m) On each Distribution Date, through and including the Final
Distribution Date, the Available Distribution Amount for such Distribution Date
shall be deemed to have been distributed from REMIC I to REMIC II for the
following purposes and in the following order of priority, in each case to the
extent of the remainder of such funds:

               (i) as deemed distributions of interest with respect to all the
     REMIC I Regular Interests, up to an amount equal to, and pro rata in
     accordance with, all Uncertificated Distributable Interest with respect to
     each REMIC I Regular Interest for such Distribution Date and, to the extent
     not previously deemed distributed, for all prior Distribution Dates, if
     any;

               (ii) as deemed distributions of principal with respect to all the
     REMIC I Regular Interests, up to an amount equal to, and pro rata in
     accordance with, as to each REMIC I Regular Interest, the portion of the
     Principal Distribution Amount for such Distribution Date attributable to
     the related Trust Mortgage Loan or any successor REO Trust Mortgage Loan
     with respect thereto; and

               (iii) as deemed distributions of reimbursement with respect to
     all the REMIC I Regular Interests, up to an amount equal to, and pro rata
     in accordance with, any Loss Reimbursement Amount with respect to each
     REMIC I Regular Interest for such Distribution Date (with compounded
     interest at the related REMIC I Remittance Rate in effect from time to


                                      -237-



     time on the aggregate amount of unreimbursed reductions made from time to
     time in the Uncertificated Principal Balance of such REMIC I Regular
     Interest pursuant to Section 4.04(c)).

          Any Net Prepayment Consideration distributed to any Class of Regular
Interest Certificates on any Distribution Date shall, in each case, be deemed to
have been distributed on such Distribution Date from REMIC I to REMIC II in
respect of the REMIC I Regular Interest corresponding to the prepaid Trust
Mortgage Loan or REO Trust Mortgage Loan, as the case may be, in respect of
which such Net Prepayment Consideration was received.

          The actual distributions made by the Trustee on each Distribution Date
in respect of the REMIC III Certificates and the Class R-II Certificates
pursuant to Section 4.01(a), Section 4.01(b), Section 4.01(c) or Section
4.01(d), as applicable, as well as the deemed distributions made on each
Distribution Date in respect of the REMIC II Regular Interests pursuant to
Section 4.01(l), shall be deemed to have been so made from the amounts deemed
distributed with respect to the REMIC I Regular Interests on such Distribution
Date pursuant to this Section 4.01(m). Notwithstanding the deemed distributions
on the REMIC I Regular Interests described in this Section 4.01(m), actual
distributions of funds from the Collection Account shall be made only in
accordance with Section 4.01(a), Section 4.01(b), Section 4.01(c), Section
4.01(d) or Section 4.01(e), as applicable.

          (n) On each Distribution Date, through and including the Final
Distribution Date, any portion of the Available Distribution Amount for such
date allocable to an Early Defeasance Trust Mortgage Loan (or any successor REO
Trust Mortgage Loan with respect thereto) shall be deemed to have first been
distributed from the related Loan REMIC to REMIC I in respect of the
corresponding Loan REMIC Regular Interest, in each case to the extent of the
remaining portions of such funds, for the following purposes and in the
following order of priority:

               (i) as deemed distributions of interest in respect of the related
     Loan REMIC Regular Interest, up to an amount equal to all Uncertificated
     Distributable Interest in respect of such Loan REMIC Regular Interest for
     such Distribution Date and, to the extent not previously deemed
     distributed, for all prior Distribution Dates, if any;

               (ii) as deemed distributions of principal in respect of the
     related Loan REMIC Regular Interest, up to an amount equal to the portion
     of the Principal Distribution Amount for such Distribution Date
     attributable to such Early Defeasance Trust Mortgage Loan (or any successor
     REO Trust Mortgage Loan with respect thereto); and

               (iii) as deemed distributions of reimbursement with respect to
     the related Loan REMIC Regular Interest, up to an amount equal to any Loss
     Reimbursement Amount with respect to the related Loan REMIC Regular
     Interest for such Distribution Date (with compounded interest at the
     related Loan REMIC Remittance Rate in effect from time to time on the
     aggregate amount of unreimbursed reductions made from time to time in the
     Uncertificated Principal Balance of the related Loan REMIC Regular Interest
     pursuant to Section 4.04(d)).

          Any Net Prepayment Consideration distributed to any Class of Regular
Interest Certificates on any Distribution Date that is allocable to an Early
Defeasance Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto) shall, in each case, be deemed to have been distributed on such
Distribution Date from the related Loan REMIC to REMIC I in respect of the Loan
REMIC Regular Interest corresponding to the prepaid Early Defeasance Trust
Mortgage Loan (or


                                      -238-



any successor REO Trust Mortgage Loan with respect thereto) as to which such Net
Prepayment Consideration was received.

          The actual distributions made by the Trustee on each Distribution Date
in respect of the REMIC III Certificates, the Class R-II Certificates and the
Class R-I Certificates pursuant to Section 4.01(a), Section 4.01(b), Section
4.01(c) or Section 4.01(d), as applicable, shall be deemed to have been so made
in part from the amounts deemed distributed with respect to the Loan REMIC
Regular Interests, if any, on such Distribution Date pursuant to this Section
4.01(n). Notwithstanding the deemed distributions on the Loan REMIC Regular
Interests, if any, described in this Section 4.01(n), actual distributions of
funds from the Collection Account shall be made only in accordance with Section
4.01(a), Section 4.01(b), Section 4.01(c), Section 4.01(d) or Section 4.01(e),
as applicable.

          Notwithstanding the foregoing, the applicability of this Section
4.01(n) shall be subject to Section 2.06(b).

          SECTION 4.02. Statements to Certificateholders and Others.

          (a) On each Distribution Date, the Trustee shall provide or make
available electronically to the Depositor, the Underwriters, the Master
Servicer, the Special Servicer, the Controlling Class Representative, each
Rating Agency, the Holders of each Class of Certificates and, upon their written
request to the Trustee, any Certificate Owners of the Book-Entry Certificates as
may be identified to the reasonable satisfaction of the Trustee, a statement,
substantially in the form attached hereto as Exhibit B (a "Distribution Date
Statement"), together with the CMSA Bond Level File, the CMSA Collateral Summary
File and the Mortgage Pool Data Update Report, based on information provided to
it by the Master Servicer and/or the Special Servicer, setting forth, without
limitation:

               (i) the amount of the distribution on such Distribution Date to
     the Holders of each Class of Principal Balance Certificates in reduction of
     the Class Principal Balance thereof;

               (ii) the amount of the distribution on such Distribution Date to
     the Holders of each Class of Regular Interest Certificates allocable to
     Distributable Certificate Interest;

               (iii) the amount of the distribution on such Distribution Date to
     the Holders of each Class of Regular Interest Certificates allocable to
     Prepayment Consideration;

               (iv) the amount of the distribution on such Distribution Date to
     the Holders of each Class of Principal Balance Certificates in
     reimbursement of any related Loss Reimbursement Amount for such
     Distribution Date;

               (v) the Available Distribution Amount for such Distribution Date
     and the respective portions of such Available Distribution Amount
     attributable to each Loan Group;

               (vi) the aggregate amount of P&I Advances made in respect of the
     Mortgage Pool for such Distribution Date pursuant to Section 4.03(a);

               (vii) (A) the aggregate amount of unreimbursed P&I Advances that
     had been outstanding with respect to the Mortgage Pool at the close of
     business on the related


                                      -239-



     Determination Date and the aggregate amount of any interest accrued and
     payable to the Master Servicer, the Trustee or the Fiscal Agent in respect
     of any such unreimbursed P&I Advances in accordance with Section 4.03(d) as
     of the close of business on such related Determination Date and (B) the
     aggregate amount of unreimbursed Servicing Advances (and/or comparable
     advances made in respect of an Outside Serviced Trust Mortgage Loan or
     related REO Property pursuant to the related Outside Servicing Agreement)
     that had been outstanding with respect to the Mortgage Pool as of the close
     of business on the related Determination Date (or, in the case of an
     Outside Serviced Trust Mortgage Loan or any related REO Property, as of the
     end of the related Underlying Collection Period) and the aggregate amount
     of interest accrued and payable to the Master Servicer, the Special
     Servicer, the Trustee or the Fiscal Agent (or, if applicable, to a party
     under an Outside Servicing Agreement) in respect of such unreimbursed
     Servicing Advances in accordance with Section 3.11(g) (or, if applicable,
     any such comparable advance(s) in accordance with the related Outside
     Servicing Agreement) as of the close of business on such related
     Determination Date (or, in the case of an Outside Serviced Trust Mortgage
     Loan or any related REO Property, as of the end of the related Underlying
     Collection Period);

               (viii) the aggregate unpaid principal balance of the Mortgage
     Pool and each Loan Group outstanding as of the close of business on the
     related Determination Date (or, in the case of an Outside Serviced Trust
     Mortgage Loan or any successor REO Trust Mortgage Loan with respect
     thereto, as of the end of the related Underlying Collection Period) and the
     aggregate Stated Principal Balance of the Mortgage Pool and each Loan Group
     outstanding immediately before and immediately after such Distribution
     Date;

               (ix) the number, aggregate unpaid principal balance, weighted
     average remaining term to maturity and weighted average Mortgage Rate of
     the Trust Mortgage Loans (but not the REO Trust Mortgage Loans) as of the
     close of business on the related Determination Date (or, in the case of an
     Outside Serviced Trust Mortgage Loan, as of the end of the related
     Underlying Collection Period);

               (x) the number, aggregate unpaid principal balance (as of the
     close of business on the related Determination Date (or, in the case of an
     Outside Serviced Trust Mortgage Loan, as of the end of the related
     Underlying Collection Period) and aggregate Stated Principal Balance
     (immediately after such Distribution Date) of Trust Mortgage Loans (A)
     delinquent 30 to 59 days, (B) delinquent 60 to 89 days, (C) delinquent 90
     or more days, (D) as to which foreclosure proceedings have been commenced,
     and (E) as to which, to the knowledge of the Master Servicer or the Special
     Servicer, as applicable, bankruptcy proceedings have commenced in respect
     of the related Mortgagor;

               (xi) as to each Trust Mortgage Loan referred to in the preceding
     clause (x) above, (A) the loan number thereof, (B) the Stated Principal
     Balance thereof immediately following such Distribution Date and (C)
     whether the delinquency is in respect of its Balloon Payment;

               (xii) with respect to any Trust Mortgage Loan as to which a
     Liquidation Event occurred during the related Collection Period (or, in the
     case of a Final Recovery Determination with respect to an Outside Serviced
     Trust Mortgage Loan, during the related Underlying Collection Period), (A)
     the loan number thereof, (B) the nature of the Liquidation


                                      -240-



     Event and, in the case of a Final Recovery Determination, a brief
     description of the basis for such Final Recovery Determination, (C) the
     aggregate of all Liquidation Proceeds and other amounts received in
     connection with such Liquidation Event (separately identifying the portion
     thereof allocable to distributions on the Certificates), and (D) the
     aggregate amount of any Realized Loss and Additional Trust Fund Expenses in
     connection with such Liquidation Event;

               (xiii) with respect to any REO Property that was included (or an
     interest in which was included) in the Trust Fund as of the close of
     business on the related Determination Date (or, in the case of an Outside
     Administered REO Property, as of the end of the related Underlying
     Collection Period), the loan number of the related Trust Mortgage Loan, the
     book value of such REO Property and the amount of REO Revenues and other
     amounts, if any, Received by the Trust with respect to such REO Property
     during the related Collection Period (separately identifying the portion
     thereof allocable to distributions on the Certificates) and, if available,
     the Appraised Value of such REO Property as expressed in the most recent
     appraisal thereof and the date of such appraisal;

               (xiv) with respect to any Trust Mortgage Loan as to which the
     related Mortgaged Property became an REO Property during the related
     Collection Period (or, in the case of an REO Acquisition of an Outside
     Administered REO Property, during the related Underlying Collection
     Period), the loan number of such Trust Mortgage Loan and the Stated
     Principal Balance of such Trust Mortgage Loan as of the related Acquisition
     Date;

               (xv) with respect to any REO Property as to which a Final
     Recovery Determination was made during the related Collection Period (or,
     in the case of an Outside Administered REO Property, during the related
     Underlying Collection Period), (A) the loan number of the related Trust
     Mortgage Loan, (B) a brief description of the basis for the Final Recovery
     Determination, (C) the aggregate of all Liquidation Proceeds and other
     amounts Received by the Trust with respect to such REO Property during the
     related Collection Period (separately identifying the portion thereof
     allocable to distributions on the Certificates), (D) the aggregate amount
     of any Realized Loss and Additional Trust Fund Expenses in respect of the
     related REO Trust Mortgage Loan in connection with such Final Recovery
     Determination and (E), if available, the Appraised Value of such REO
     Property as expressed in the most recent appraisal thereof and the date of
     such appraisal;

               (xvi) the Distributable Certificate Interest and Accrued
     Certificate Interest in respect of each Class of Regular Interest
     Certificates for such Distribution Date or the related Interest Accrual
     Period, as applicable;

               (xvii) any unpaid Distributable Certificate Interest in respect
     of each Class of Regular Interest Certificates after giving effect to the
     distributions made on such Distribution Date, and if the full amount of the
     Adjusted Principal Distribution Amount was not distributed on such
     Distribution Date, the portion of the shortfall affecting each Class of
     Principal Balance Certificates;

               (xviii) the Pass-Through Rate for each Class of Regular Interest
     Certificates for such Distribution Date;


                                      -241-



               (xix) the Principal Distribution Amount and the Adjusted
     Principal Distribution Amount, respectively, for such Distribution Date,
     separately identifying the respective components thereof (and, in the case
     of any Principal Prepayment or other unscheduled collection of principal
     Received by the Trust during the related Collection Period, the loan number
     for the related Trust Mortgage Loan and the amount of such prepayment or
     other collection of principal), and the respective portions thereof
     attributable to each Loan Group;

               (xx) the aggregate of (A) all Realized Losses incurred during the
     related Collection Period (or, in the case of an Outside Serviced Trust
     Mortgage Loan or an Outside Administered REO Property, during the related
     Underlying Collection Period) and, as of the related Determination Date,
     from the Closing Date and (B) all Additional Trust Fund Expenses (with a
     description thereof) incurred during the related Collection Period (or, in
     the case of an Outside Serviced Trust Mortgage Loan or an Outside
     Administered REO Property, during the related Underlying Collection Period)
     and, as of the related Determination Date, from the Closing Date;

               (xxi) the aggregate of all Realized Losses and Additional Trust
     Fund Expenses that remain unallocated immediately following such
     Distribution Date;

               (xxii) the Class Principal Balance of each Class of Principal
     Balance Certificates and the Class Notional Amount of each Class of
     Interest-Only Certificates, outstanding immediately before and immediately
     after such Distribution Date, separately identifying any reduction therein
     pursuant to Section 4.04 on such Distribution Date;

               (xxiii) the Certificate Factor for each Class of Regular Interest
     Certificates immediately following such Distribution Date;

               (xxiv) the aggregate amount of any interest on Advances in
     respect of the Mortgage Pool paid to the Master Servicer, the Trustee, the
     Fiscal Agent or any other party hereto during the related Collection Period
     in accordance with Section 3.11(g) and/or Section 4.03(d) (and the
     aggregate amount of interest on servicing advances in respect of an Outside
     Serviced Trust Mortgage Loan or any Outside Administered REO Property paid
     to any Outside Servicer or other applicable party during the related
     Underlying Collection Period in accordance with the related Outside
     Servicing Agreement);

               (xxv) (A) the loan number for each Required Appraisal Loan (and
     each Outside Serviced Trust Mortgage Loan or any successor REO Trust
     Mortgage Loan with respect thereto with a similar status under the related
     Outside Servicing Agreement) and any related Appraisal Reduction Amount
     (including an itemized calculation thereof) as of the related Determination
     Date and (B) the aggregate Appraisal Reduction Amount for all Required
     Appraisal Loans (and each Outside Serviced Trust Mortgage Loan or any
     successor REO Trust Mortgage Loan with respect thereto with a similar
     status under the related Outside Servicing Agreement) as of the related
     Determination Date (or, in the case of an Outside Serviced Trust Mortgage
     Loan or any successor REO Trust Mortgage Loan with respect thereto, if
     applicable, as of the end of the related Underlying Collection Period);


                                      -242-



               (xxvi) on a cumulative basis from the Cut-off Date, the number,
     aggregate Stated Principal Balance immediately after such Distribution Date
     (in the case of subclauses (A), (B) and (E)), aggregate Cut-off Date
     Balance (in the case of subclauses (C) and (D)), weighted average extension
     period (except in the case of subclause (B) and which shall be zero in the
     case of subclause (C)), and weighted average anticipated extension period
     (in the case of subclause (B)) of Trust Mortgage Loans (A) as to which the
     maturity dates have been extended, (B) as to which the maturity dates are
     in the process of being extended, (C) that have paid off and were never
     extended, (D) as to which the maturity dates had previously been extended
     and have paid off and (E) as to which the maturity dates had been
     previously extended and are in the process of being further extended;

               (xxvii) the original and then current credit support levels for
     each Class of Regular Interest Certificates;

               (xxviii) the original and then current ratings, if any, for each
     Class of Regular Interest Certificates;

               (xxix) the aggregate amount of Prepayment Consideration Received
     by the Trust (A) during the related Collection Period and (B) during the
     period from and including the Closing Date to and including the related
     Determination Date;

               (xxx) (A) the aggregate amount of servicing compensation in
     respect of the Mortgage Pool (separately identifying the amount of each
     category of compensation) paid to the Master Servicer, the Special Servicer
     and, if payable directly out of the Trust Fund without a reduction in the
     servicing compensation otherwise payable to the Master Servicer or the
     Special Servicer, to each Sub-Servicer, during the related Collection
     Period, (B) the aggregate amount of servicing compensation in respect of
     each Outside Serviced Trust Mortgage Loan or any successor REO Trust
     Mortgage Loan with respect thereto (separately identifying the amount of
     each category of compensation) paid to the related Outside Servicers during
     the related Underlying Collection Period and (C) such other information as
     the Trustee is required by the Code or other applicable law to furnish to
     enable Certificateholders to prepare their tax returns; and

               (xxxi) the amounts, if any, actually distributed with respect to
     each Class of Residual Interest Certificates on such Distribution Date.

          In the case of information to be furnished pursuant to clauses (i)
through (iv) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per Single
Certificate. In the case of information provided to the Trustee as a basis for
information to be furnished pursuant to clauses (vi) through (xv), (xix), (xx),
(xxi), (xxiv), (xxv), (xxvi), (xxix) and (xxx) above, insofar as the underlying
information is solely within the control of the Special Servicer or the Master
Servicer, the Trustee may, absent manifest error, conclusively rely on the
reports to be provided by the Special Servicer or the Master Servicer.

          The Trustee shall forward electronically a copy of each Distribution
Date Statement to the Depository.


                                      -243-



          (b) The Trustee shall make available each month, to
Certificateholders, Certificate Owners, the Underwriters, the Rating Agencies,
the Controlling Class Representative, any party hereto, any Person identified by
any Certificateholder or Certificate Owner as a prospective transferee or any
designee of the Depositor, via the Trustee's internet website, on a restricted
basis, with the use of a password provided by the Trustee to such Person upon
request and, in the case of a Certificateholder, a Certificate Owner or a
prospective transferee of a Certificate or any interest therein, upon receipt by
the Trustee from such Person of a certification substantially in the form of
Exhibit L-1 or Exhibit L-2, as applicable, all Certificateholder Reports and any
additional files containing substantially similar information in an alternative
format and, with the consent or at the direction of the Depositor, such other
information regarding the Certificates and/or the Mortgage Pool as the Trustee
may have in its possession. Notwithstanding the foregoing, any reports required
to be included in the Certificateholder Reports with respect to an Outside
Serviced Trust Mortgage Loan or any Outside Administered REO Property shall be
forwarded or otherwise made available by the Trustee in accordance with this
paragraph only to the extent that such information is actually received by the
Trustee. The Trustee will make no representations or warranties as to the
accuracy or completeness of such documents and will assume no responsibility
therefor.

          The Trustee's internet website shall initially be located at
www.etrustee.net or at such other address as shall be specified by the Trustee
from time to time in the Distribution Date Statement and in one or more written
notices delivered to the parties hereto, the Controlling Class Representative
(if any), the Certificateholders and the Rating Agencies. In connection with
providing access to the Trustee's internet website, the Trustee may require the
acceptance of a disclaimer. The Trustee shall not be liable for the
dissemination of information in accordance with this Agreement.

          The Master Servicer may, but is not required to, make available each
month, to Certificateholders, Certificate Owners (that have been confirmed as
such by the Trustee), the Controlling Class Representative, the Underwriters,
the Rating Agencies or any party hereto, the Certificateholder Reports, on its
internet website. The Master Servicer will make no representations or warranties
as to the accuracy or completeness of any report not prepared by it and will
assume no responsibility for any information for which it is not the original
source.

          The Master Servicer's internet website shall initially be located at
"www.wachovia.com" or at such other address as shall be specified by the Master
Servicer from time to time in one or more written notices delivered to the other
parties hereto, the Controlling Class Representative (if any), the
Certificateholders and the Rating Agencies. In connection with providing access
to the Master Servicer's internet website, the Master Servicer may require
registration, issuance and use of a password and username, execution of an
access agreement and acceptance of a disclaimer. The Master Servicer shall not
be liable for the dissemination of information to Certificateholders and
Certificate Owners in accordance with this Agreement. Access to the Master
Servicer's internet website shall be coordinated with the Trustee and shall be
with the use of a password provided by the Master Servicer, which, in the case
of a Certificateholder or a Certificate Owner, shall only be provided upon
receipt by the Master Servicer from such Person of a certification substantially
in the form of Exhibit L-1. Notwithstanding the foregoing, upon the Depositor's
notifying the Master Servicer that the Non-Registered Certificates have been
sold by the Underwriters to unaffiliated third parties, the Master Servicer may
make the Servicer Reports available on its internet website without a password,
provided that, for so long as reports are required to be filed with the
Commission in respect of the Trust pursuant to Section 15(d) of


                                      -244-



the Exchange Act, the subject reports shall have been previously filed with the
Commission (which shall be confirmed by the Master Servicer by request made to
the Trustee).

          (c) If the Master Servicer or the Special Servicer, as the case may
be, delivers a Supplemental Report to the Trustee, in accordance with the first
paragraph of Section 3.12(d), then the Trustee shall include the Supplemental
Report in or as an attachment to the Distribution Date Statement for the
following Distribution Date and, to the extent required by Section 8.15(a),
shall file such Supplemental Report, together with such Distribution Date
Statement, on the related Current Report on Form 8-K and/or the related Annual
Report on Form 10-K, as applicable, in accordance with Section 8.15(a). In
addition, during any fiscal year of the Trust until the Trustee provides written
notice that it has filed a Form 15 with respect to the Trust as to that fiscal
year in accordance with Section 8.15(c), in the event the Master Servicer or the
Special Servicer (with respect to the Special Servicer, solely with respect to
Specially Serviced Mortgage Loans and Administered REO Properties and any
material impairment to any such Mortgage Loan or REO Property) delivers a
Supplemental Report, in accordance with the second paragraph of Section 3.12(d),
regarding the occurrence of any event specified under Section 8.15(b), the
Trustee shall file such information on a Current Report on Form 8-K in
accordance with Section 8.15(a).

          During any period that reports are required to be filed with the
Commission with respect to the Trust pursuant to Section 15(d) of the Exchange
Act, each recipient of a Certificateholder Report, a CMSA NOI Adjustment
Worksheet or a CMSA Operating Statement Analysis Report shall be deemed to have
agreed to keep confidential the information therein until such statement or
report is filed with the Commission, and each Certificateholder Report, CMSA NOI
Adjustment Worksheet and CMSA Operating Statement Analysis Report shall bear a
legend to the effect that: "Until this statement/report is filed with the
Commission with respect to the Trust pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended, the recipient hereof shall be deemed to keep
the information contained herein confidential and such information will not,
without the prior consent of the Master Servicer or the Trustee, be disclosed by
such recipient or by its officers, directors, partners, employees, agents or
representatives in any manner whatsoever, in whole or in part."

          (d) Absent manifest error of which it has actual knowledge, none of
the Master Servicer, the Special Servicer or the Trustee shall be responsible
for the accuracy or completeness of any information supplied to it by a
Mortgagor, a Mortgage Loan Seller or third party that is included in any
reports, statements, materials or information prepared or provided by the Master
Servicer, the Special Servicer or the Trustee, as applicable, pursuant to this
Agreement. None of the Trustee, the Master Servicer or the Special Servicer
shall have any obligation to verify the accuracy or completeness of any
information provided by a Mortgagor, a Mortgage Loan Seller, a third party or
each other. The Master Servicer may conclusively rely on any information
provided by the respective Mortgage Loan Sellers or any Mortgagor with respect
to the CMSA Loan Periodic Update File, CMSA Loan Setup File, CMSA Property File
and CMSA Financial File.

          (e) Within a reasonable period of time after the end of each calendar
year, upon request, the Trustee shall send to each Person who at any time during
the calendar year was a Certificateholder of record, a report summarizing on an
annual basis (if appropriate) the items relating to distributions of interest
(including any Prepayment Consideration and Additional Interest) and principal
to such Certificateholder during such calendar year (or the applicable portion
of such calendar year during which such Person was a Certificateholder) set
forth in the Distribution Date Statements and such


                                      -245-



other information as may be required to enable such Certificateholder to prepare
its federal income tax returns. Such information shall include the amount of
original issue discount accrued on each Class of Certificates and information
regarding the expenses of the Trust Fund. Such requirement shall be deemed to be
satisfied to the extent such information is provided pursuant to applicable
requirements of the Code from time to time in force.

          (f) Upon receipt of notice from the Depositor that the Underwriters
have sold the Non-Registered Certificates to unaffiliated third parties, the
Trustee shall make available electronically or, if so requested, forward by hard
copy, on each Distribution Date, to (i) Trepp, LLC (at 477 Madison Avenue, 18th
Floor, New York, New York 10022 or such other address as Trepp, LLC may
designate), (ii) Intex Solutions, Inc. (at 110 A Street, Needham, Massachusetts
02494, or such other address as Intex Solutions, Inc. may hereafter designate),
(iii) Charter Research Corporation (at Two Oliver Street, 10th Floor, Boston,
Massachusetts 02109-4904, or such other address as Charter Research Corporation
may hereafter designate), and (iv) any other similar third party information
provider designated by the Depositor, a copy of the reports made available to
the Holders of the Certificates on such Distribution Date as described above.

          (g) Upon written request of the Depositor or any Underwriter, without
payment of any fee, and upon written request of any Certificateholder or any
other Person, together with payment of a reasonable fee specified by the
Trustee, the Trustee shall provide any statements, reports and/or information
contemplated by this Section 4.02 electronically to such party (such electronic
distribution and such statements, reports, and/or information thereon to bear
such appropriate disclaimers and qualifications as the Depositor and the Trustee
shall determine in their reasonable discretion).

          If any Certificate Owner does not receive through the Depository or
any of its Depository Participants any of the statements, reports and/or other
written information described above in this Section 4.02 that it would otherwise
be entitled to receive if it were the Holder of a Definitive Certificate
evidencing its ownership interest in the related Class of Book-Entry
Certificates, then the Trustee shall forward such statements, reports and/or
other written information to such Certificate Owner as provided above, upon the
request of such Certificate Owner made in writing to the Corporate Trust Office
(accompanied by current verification of such Certificate Owner's ownership
interest). Such portion of such information as may be agreed upon by the
Depositor and the Trustee shall be furnished to any such Person via overnight
courier delivery or telecopy from the Trustee; provided that the cost of such
overnight courier delivery or telecopy shall be an expense of the party
requesting such information.

          (h) The Trustee shall only be obligated to deliver the statements,
reports and information contemplated by this Section 4.02 to the extent it
receives, in the format required by this Agreement, the necessary underlying
information from the Master Servicer or the Special Servicer, as applicable, and
shall not be liable for any failure to deliver any thereof on the prescribed due
dates, to the extent caused by failure to receive timely such underlying
information. Nothing herein shall obligate the Trustee, the Master Servicer or
the Special Servicer to violate any applicable law prohibiting disclosure of
information with respect to any Mortgagor and the failure of the Trustee, Master
Servicer or the Special Servicer to disseminate information for such reason
shall not be a breach hereof.

          (i) The information to be furnished by the Trustee to the
Certificateholders pursuant to this Section 4.02 shall not limit the Trustee in
furnishing any such information to other Persons to whom it determines such
disclosure to be appropriate and shall not limit the Trustee in furnishing to


                                      -246-



Certificateholders or to any Person any other information with respect to the
Trust Mortgage Loans, the Mortgaged Properties or the Trust Fund as may be
provided to it by the Depositor, the Master Servicer or the Special Servicer or
gathered by it in any investigation or other manner from time to time (such
information, other than as described in this Section 4.02, is referred to herein
as "Additional Information") as it may reasonably deem necessary or appropriate
from time to time, provided that (A) the Trustee shall give the Depositor three
(3) Business Days' advance notice before doing so, (B) any such Additional
Information shall only be furnished with the consent or at the request of the
Depositor (except pursuant to clause (E) below), (C) the Trustee shall be
entitled to indicate the source of all information furnished by it, and the
Trustee may affix thereto any disclaimer it deems appropriate in its reasonable
discretion, (D) the Trustee shall notify Certificateholders of the availability
of any such information in any manner as it, in its sole discretion, may
determine, and (E) this provision shall not prevent the Trustee, whether with or
without the consent of the Depositor, from furnishing information with respect
to the Trust Fund and its administration thereof to any Person, if it reasonably
determines that the furnishing of such information is required by applicable
law. The Trustee shall forward to the Depositor any requests for Additional
Information which, for their fulfillment, require the consent of the Depositor.
Nothing herein shall be construed to impose upon the Trustee any obligation or
duty to furnish or distribute any Additional Information to any Person in any
instance.

          SECTION 4.03. P&I Advances With Respect to the Mortgage Pool.

          (a) On or before 2:00 p.m., New York City time, on each Trust Master
Servicer Remittance Date, the Master Servicer shall, subject to Section 4.03(c)
below, satisfy its obligations to make any required P&I Advances with respect to
the related Distribution Date in respect of the Mortgage Pool, first, by
transferring to the Trustee for deposit in the Collection Account amounts then
held in the Pool Custodial Account for future distribution to Certificateholders
in subsequent months in discharge of such obligations, and second, by remitting
its own funds to the Trustee for deposit in the Collection Account in an amount
equal to the remaining portion of such required P&I Advances. Any amounts held
in the Pool Custodial Account for future distribution and so used to make P&I
Advances shall be appropriately reflected in the Master Servicer's records and
replaced by the Master Servicer by deposit in the Pool Custodial Account on or
before the next succeeding applicable Determination Date (to the extent not
previously replaced through the deposit of Late Collections of the delinquent
principal and interest in respect of which such P&I Advances were made). If, as
of 4:00 p.m., New York City time, on any Trust Master Servicer Remittance Date,
the Master Servicer shall not have made any P&I Advance required to be made on
such date pursuant to this Section 4.03(a) (and shall not have delivered to the
Trustee the requisite Officer's Certificate and any required supporting
documentation related to a determination of nonrecoverability of a P&I Advance),
then the Trustee shall provide notice of such failure to a Servicing Officer of
the Master Servicer by facsimile transmission sent to telecopy no. (704)
715-0036 (or such alternative number provided by the Master Servicer to the
Trustee in writing) and by telephone at telephone no. (704) 593-7682 or (704)
593-7867 (or such alternative number provided by the Master Servicer to the
Trustee in writing) as soon as possible, but in any event before 5:00 p.m., New
York City time, on such Trust Master Servicer Remittance Date. If after such
notice by facsimile, the Trustee does not receive the full amount of such P&I
Advances by 10:00 a.m., New York City time, on the related Distribution Date,
then the Trustee (or the Fiscal Agent on its behalf) shall make the portion of
such P&I Advances that was required to be, but was not, made by the Master
Servicer on such Trust Master Servicer Remittance Date. If the Trustee fails to
make any such P&I Advance on the related Distribution Date, but the Fiscal Agent
makes such P&I Advance on such date, then the Trustee shall be deemed not to be
in default hereunder.


                                      -247-



          No party hereto shall be required to make a P&I Advance with respect
to any Non-Trust Mortgage Loan or any successor REO Mortgage Loan with respect
thereto.

          (b) The aggregate amount of P&I Advances to be made by the Master
Servicer, the Trustee or the Fiscal Agent, as the case may be, pursuant to this
Section 4.03 in respect of any Distribution Date shall, subject to Section
4.03(c) below, equal the aggregate of all Monthly Payments (other than Balloon
Payments) and any Assumed Monthly Payments, in each case net of related Master
Servicing Fees and Workout Fees (and, in the case of each Outside Serviced Trust
Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto,
further net of any related similar fees payable to third parties with respect to
the subject Outside Serviced Trust Mortgage Loan or any successor REO Trust
Mortgage Loan with respect thereto pursuant to the related Outside Servicing
Agreement) due or deemed due, as the case may be, in respect of the Trust
Mortgage Loans (including Balloon Trust Mortgage Loans delinquent as to their
respective Balloon Payments) and any REO Trust Mortgage Loans in the Mortgage
Pool on their respective Due Dates during the calendar month in which the
subject Distribution Date occurs, in each case to the extent such amount was not
Received by the Trust (including as net income from any related REO Property) as
of the end of the related Collection Period; provided that--

               (i) if it is determined by the applicable Outside Servicer and
     reported to the applicable parties hereunder that an Appraisal Reduction
     Amount exists with respect to any Outside Serviced Loan Combination, and a
     portion of such Appraisal Reduction Amount is allocable to the Trust
     Mortgage Loan or any successor REO Trust Mortgage Loan with respect
     thereto, as applicable, that is part of such Outside Serviced Loan
     Combination, then the interest portion of each P&I Advance, if any,
     required to be made pursuant to this Section 4.03 with respect to such
     Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
     thereto, as the case may be, during the period that such Appraisal
     Reduction Amount continues to exist, shall be reduced to equal the product
     of (A) the amount of the interest portion of the subject P&I Advance that
     would otherwise be required to be made under this Section 4.03 with respect
     to such Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
     respect thereto, as the case may be, without regard to this proviso,
     multiplied by (B) a fraction, the numerator of which is equal to the Stated
     Principal Balance of such Trust Mortgage Loan or any successor REO Trust
     Mortgage Loan with respect thereto, as the case may be, reduced (to not
     less than zero) by the portion of any Appraisal Reduction Amount in respect
     of the subject Outside Serviced Loan Combination that is allocable to such
     Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect
     thereto, as the case may be, and the denominator of which is equal to the
     then Stated Principal Balance of such Trust Mortgage Loan or any successor
     REO Trust Mortgage Loan with respect thereto, as the case may be;

               (ii) if it is determined that an Appraisal Reduction Amount
     exists with respect to any Serviced Loan Combination and, further, that a
     portion of such Appraisal Reduction Amount is allocable to the Trust
     Mortgage Loan or REO Trust Mortgage Loan, as applicable, that is part of
     such Serviced Loan Combination, then the interest portion of each P&I
     Advance, if any, required to be made pursuant to this Section 4.03 with
     respect to such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case
     may be, during the period that such Appraisal Reduction Amount continues to
     exist, shall be reduced to equal the product of (A) the amount of the
     interest portion of the subject P&I Advance that would otherwise be
     required to be made under this Section 4.03 with respect to such Trust
     Mortgage Loan or REO Trust Mortgage


                                      -248-



     Loan, as the case may be, without regard to this proviso, multiplied by (B)
     a fraction, the numerator of which is equal to the then Stated Principal
     Balance of such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case
     may be, reduced (to not less than zero) by the portion of such Appraisal
     Reduction Amount with respect to the subject Serviced Loan Combination that
     is allocable to such Trust Mortgage Loan or REO Trust Mortgage Loan, as the
     case may be, and the denominator of which is equal to the then Stated
     Principal Balance of such Trust Mortgage Loan or REO Trust Mortgage Loan,
     as the case may be; and

               (iii) if it is determined that an Appraisal Reduction Amount
     exists with respect to any Trust Mortgage Loan or REO Trust Mortgage Loan
     that is not part of a Loan Combination, then the interest portion of each
     P&I Advance, if any, required to be made pursuant to this Section 4.03 with
     respect to such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case
     may be, during the period that such Appraisal Reduction Amount continues to
     exist, shall be reduced to equal the product of (A) the amount of the
     interest portion of the subject P&I Advance that would otherwise be
     required to be made under this Section 4.03 in respect of such Trust
     Mortgage Loan or REO Trust Mortgage Loan, as the case may be, without
     regard to this proviso, multiplied by (B) a fraction, the numerator of
     which is equal to the then Stated Principal Balance of such Trust Mortgage
     Loan or REO Trust Mortgage Loan, as the case may be, reduced (to not less
     than zero) by such Appraisal Reduction Amount, and the denominator of which
     is equal to the then Stated Principal Balance of such Trust Mortgage Loan
     or REO Trust Mortgage Loan, as the case may be;

and provided, further, that the existence of an Appraisal Reduction Amount with
respect to, or that is allocable to, any Trust Mortgage Loan or REO Trust
Mortgage Loan shall not affect the principal portion of any required P&I Advance
with respect thereto.

          For purposes of determining the amount of P&I Advances to be made with
respect to any Distribution Date, if an Appraisal Reduction Amount exists with
respect to any Serviced Loan Combination, then such Appraisal Reduction Amount
shall be allocated: first, to the related Serviced Non-Trust Mortgage Loan (or
any successor REO Mortgage Loan with respect thereto) that is part of such
Serviced Loan Combination, up to an amount equal to the then unpaid principal
balance of such related Serviced Non-Trust Mortgage Loan (or any successor REO
Mortgage Loan with respect thereto), together with all accrued and unpaid
interest thereon (exclusive of any portion of such interest that constitutes
Default Interest) to but not including the most recent prior Due Date; and,
then, to the related Serviced Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan with respect thereto) that is part of such Serviced Loan
Combination.

          If the Master Servicer, the Trustee or the Fiscal Agent makes a P&I
Advance with respect to an Outside Serviced Trust Mortgage Loan or any successor
REO Trust Mortgage Loan with respect thereto, then it shall promptly so notify
the related Outside Master Servicer of each such P&I Advance so made thereby and
shall seek reimbursement for such P&I Advance (together with interest thereon)
out of amounts otherwise payable with respect to the Outside Serviced Loan
Combination that includes such Outside Serviced Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto, to the maximum extent
permitted by, and out of amounts specified for such purpose under, the related
Co-Lender Agreement and/or the related Outside Servicing Agreement.


                                      -249-



          (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made under this Section 4.03 if such P&I Advance would,
if made, constitute a Nonrecoverable P&I Advance. The Trustee and the Fiscal
Agent shall be entitled to rely, conclusively, on any determination by the
Master Servicer that a P&I Advance, if made pursuant to this Section 4.03, would
be a Nonrecoverable P&I Advance; provided, however, that if the Master Servicer
has failed to make a P&I Advance pursuant to this Section 4.03 for reasons other
than a determination by the Master Servicer that such P&I Advance would be a
Nonrecoverable P&I Advance or for the reasons contemplated by the following
paragraphs of this Section 4.03(c), the Trustee or the Fiscal Agent shall make
such Advance within the time periods required by Section 4.03(a) unless the
Trustee or such Fiscal Agent, in its good faith, reasonable discretion, makes a
determination prior to the times specified in Section 4.03(a) that such P&I
Advance would be a Nonrecoverable P&I Advance. Upon determining that any P&I
Advance previously made or proposed to be made pursuant to this Section 4.03
with respect to any Specially Serviced Trust Mortgage Loan or any REO Trust
Mortgage Loan is or would, if made, constitute a Nonrecoverable P&I Advance, the
Special Servicer shall report its determination to the Master Servicer, the
Trustee and the Fiscal Agent. The Master Servicer, the Trustee and the Fiscal
Agent shall be entitled to conclusively rely on any determination by the Special
Servicer that a P&I Advance made or proposed to be made pursuant to this Section
4.03 with respect to any Specially Serviced Trust Mortgage Loan or any REO Trust
Mortgage Loan would be a Nonrecoverable P&I Advance. Any determination by the
Master Servicer or the Special Servicer that the Master Servicer has made a
Nonrecoverable P&I Advance pursuant to this Section 4.03, or that any proposed
P&I Advance, if made pursuant to this Section 4.03, would constitute a
Nonrecoverable P&I Advance, shall be evidenced by an Officer's Certificate
delivered to the Trustee, the Fiscal Agent and the Depositor (and, if such
determination is made by the Special Servicer or the Master Servicer, to the
other such servicer) on or before the related Trust Master Servicer Remittance
Date, setting forth the basis for such determination, together with any other
information that supports such determination, including an appraisal (which
appraisal shall have been conducted by an Independent Appraiser within the
12-month period preceding such determination in accordance with the standards of
the Appraisal Institute taking into account the factors specified in Section
3.18 or, alternatively, in the case of an Outside Serviced Trust Mortgage Loan
or any successor REO Trust Mortgage Loan with respect thereto, shall either have
been conducted by an Independent Appraiser as provided above or received from a
related Outside Servicer), related Mortgagor operating statements and financial
statements, budgets and rent rolls of the related Mortgaged Properties (to the
extent available and/or in the Master Servicer's or the Special Servicer's
possession), engineers' reports, environmental surveys and any similar reports
that the Master Servicer may have obtained consistent with the Servicing
Standard and at the expense of the Trust Fund, that support such determination
by the Master Servicer or the Special Servicer, as applicable. If, in connection
with the foregoing, it is necessary for the Master Servicer to obtain an
appraisal, the Master Servicer shall so notify the Special Servicer and consult
with the Special Servicer regarding such appraisal.

          In addition, if (i) the Master Servicer reasonably believes, in
accordance with the Servicing Standard, that a P&I Advance with respect to any
Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan
with respect thereto constitutes or may, if made, constitute a Nonrecoverable
P&I Advance, and (ii) either (A) the Master Servicer has made a request for an
appraisal with respect to the related Mortgaged Property from the applicable
Outside Servicer and has not obtained, (x) within 15 Business Days of such
request, a response from the applicable Outside Servicer indicating that an
appraisal with respect to the related Mortgaged Property would be performed
within 60 days of the date of such response or has been performed within the
prior 12-month period (or such shorter period as the Master Servicer reasonably
believes, in accordance with the Servicing Standard, is necessary) preceding the
date of such request, and (y) within 60 days of the date of such response, a
copy of an appraisal report with respect to the related Mortgaged Property,
relating to an appraisal that has been performed within the 12-month period (or


                                      -250-



such shorter period as the Master Servicer reasonably believes, in accordance
with the Servicing Standard, is necessary) preceding the date of such request by
the Master Servicer, that complies with the requirements for such an appraisal
under the terms of the related Outside Servicing Agreement or this Agreement, or
(B) the Master Servicer has made a request for an appraisal with respect to the
related Mortgaged Property from the applicable Outside Servicer and has been
advised by the applicable Outside Servicer that such an appraisal with respect
to the related Mortgaged Property will not be performed within the time periods
specified in clause (ii)(A) above, then the Master Servicer may have an
appraisal performed with respect to the related Mortgaged Property by an
Independent Appraiser or other expert in real estate matters, which appraisal
shall take into account the factors specified in Section 3.18, and the cost of
which appraisal may be withdrawn from general collections on deposit in the Pool
Custodial Account. If, in connection with the foregoing, it is necessary for the
Master Servicer to obtain an appraisal, the Master Servicer shall so notify the
Special Servicer and consult with the Special Servicer regarding such appraisal.

          If any of the Pari Passu Non-Trust Mortgage Loans is securitized as
part of a rated commercial mortgage securitization similar to the commercial
mortgage securitization contemplated by this Agreement, and if the Master
Servicer receives written notice that the primary party responsible for making
delinquency advances similar to P&I Advances hereunder with respect to such
other commercial mortgage securitization has determined, in accordance with the
requirements of the related Non-Trust Mortgage Loan Securitization Agreement,
that any such delinquency advance made or to be made with respect to such
securitized Pari Passu Non-Trust Mortgage Loan (or any successor REO Mortgage
Loan or comparable deemed mortgage loan with respect thereto) would not
ultimately be recoverable out of collections on such Pari Passu Non-Trust
Mortgage Loan (or such REO Mortgage Loan or comparable deemed mortgage loan),
then the Master Servicer shall deliver written notice to such effect to the
Trustee, the Fiscal Agent and the Depositor.

          In addition, if the Master Servicer has actual knowledge that any of
the Pari Passu Non-Trust Mortgage Loans is securitized as part of a rated
commercial mortgage securitization similar to the commercial mortgage
securitization contemplated by this Agreement, and if the Master Servicer
determines that any P&I Advance made or to be made with respect to the related
Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with respect
thereto) is or, if made, would be a Nonrecoverable P&I Advance, then the Master
Servicer shall, consistent with the related Co-Lender Agreement (if applicable),
notify, in writing, its counterpart under each such other commercial mortgage
securitization within one (1) Business Day of such determination, which written
notice shall be accompanied by the supporting evidence for such determination.
It will, consistent with the related Co-Lender Agreement (if applicable), also
notify, in writing, its counterpart under each such other commercial mortgage
securitization (within one (1) Business Day of such determination) if it
subsequently determines that P&I Advances made or to be made with respect to the
related Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto) are no longer Nonrecoverable P&I Advances. Following a
determination of nonrecoverability by the Master Servicer in accordance with
this paragraph or by another party responsible for making delinquency advances
similar to P&I Advances with respect to a securitized Pari Passu Non-Trust
Mortgage Loan (or any successor REO Mortgage Loan or comparable deemed mortgage
loan with respect thereto) in


                                      -251-



accordance with the preceding paragraph, prior to the Master Servicer resuming
P&I Advances with respect to the related Trust Mortgage Loan (or any successor
REO Trust Mortgage Loan with respect thereto), the Master Servicer shall consult
with its counterparts under the securitizations of any such Pari Passu Non-Trust
Mortgage Loans regarding whether circumstances with respect to the subject
mortgage loans have changed such that a proposed future P&I Advance would not be
a Nonrecoverable P&I Advance.

          (d) The Master Servicer, the Trustee and the Fiscal Agent shall each
be entitled to receive interest at the Reimbursement Rate in effect from time to
time, compounded annually, accrued on the amount of each P&I Advance made
thereby under this Section 4.03 (with its own funds) for so long as such P&I
Advance is outstanding; provided that if the grace period for the delinquent
Monthly Payment as to which a P&I Advance was made under this Section 4.03 has
not elapsed as of the time such P&I Advance was made, then the total interest so
accrued on such P&I Advance prior to the expiration of such grace period, shall
not exceed the amount of Default Charges, if any, Received by the Trust in
connection with the late payment of such delinquent Monthly Payment; and
provided, further, that, in no event shall interest so accrue on any P&I Advance
as to which the corresponding Late Collection was received by the Master
Servicer or a Sub-Servicer on its behalf as of the related Trust Master Servicer
Remittance Date. Interest so accrued on any P&I Advance made under this Section
4.03 shall be payable: (i) first, in accordance with Sections 3.05(a) and 3.26,
out of any Default Charges on deposit in the Pool Custodial Account that were
collected on or in respect of the particular Trust Mortgage Loan or REO Trust
Mortgage Loan as to which the P&I Advance relates (provided that such Default
Charges will only be applied to pay interest accrued on such P&I Advance through
the date that such Default Charges were received); and (ii) then, if and to the
extent that such Default Charges are insufficient to cover such interest, but
not before the related Advance is being reimbursed or has been reimbursed
pursuant to this Agreement, out of general collections on the Mortgage Pool on
deposit in the Pool Custodial Account; provided that, in the case of P&I
Advances with respect to an Outside Serviced Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto, the Master Servicer
shall, no less often than monthly, notify the related Outside Master Servicer of
the interest accruing on such P&I Advances in accordance with this Section
4.03(d) and, to the maximum extent permitted by the related Co-Lender Agreement,
prior to paying such interest on such P&I Advances out of general collections in
respect of the Mortgage Pool on deposit in the Pool Custodial Account, shall
seek payment for such interest on such P&I Advances from the related Outside
Master Servicer out of amounts otherwise payable with respect to the Outside
Serviced Loan Combination that includes such Outside Serviced Trust Mortgage
Loan or any successor REO Trust Mortgage Loan with respect thereto, to the
maximum extent permitted by, and out of amounts specified for such purpose
under, the related Co-Lender Agreement; and provided, further, that, if such P&I
Advance was made with respect to a Combination Trust Mortgage Loan or any REO
Trust Mortgage Loan with respect thereto, then such interest on such P&I Advance
shall first be payable out of amounts on deposit in the related Serviced Loan
Combination Custodial Account in accordance with, and to the extent provided in,
Section 3.05A. The Master Servicer shall, in accordance with Section 3.05(a)
and/or Section 3.05A, reimburse itself, the Trustee or the Fiscal Agent, as
applicable, for any outstanding P&I Advance made thereby under this Section 4.03
as soon as practicable after funds available for such purpose are deposited in
the applicable Custodial Account. Notwithstanding the foregoing, upon a
determination that a previously made P&I Advance is a Nonrecoverable P&I
Advance, instead of obtaining reimbursement out of general collections on the
Mortgage Pool immediately, any of the Master Servicer, the Trustee or the Fiscal
Agent, as applicable, may, in its sole discretion, elect to obtain reimbursement
for such Nonrecoverable P&I Advance over a period of time (not to exceed 12
months or such longer


                                      -252-



period of time as is approved in writing by the Controlling Class
Representative) and the unreimbursed portion of such P&I Advance will accrue
interest at the Reimbursement Rate in effect from time to time. At any time
after such a determination to obtain reimbursement over time in accordance with
the preceding sentence, the Master Servicer, the Trustee or the Fiscal Agent, as
applicable, may, in its sole discretion, decide to obtain reimbursement
immediately. The fact that a decision to recover such Nonrecoverable P&I Advance
over time, or not to do so, benefits some Classes of Certificateholders to the
detriment of other Classes shall not constitute a violation of the Servicing
Standard by the Master Servicer or a breach of any fiduciary duty owed to the
Certificateholders by the Trustee or the Fiscal Agent, or a breach of any other
contractual obligation owed to the Certificateholders by any party to this
Agreement.

          SECTION 4.04. Allocations of Realized Losses and Additional Trust Fund
                        Expenses

          (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the Trustee
shall determine the amount, if any, by which (i) the then aggregate of the Class
Principal Balances of all the Classes of Principal Balance Certificates, exceeds
(ii) the aggregate Stated Principal Balance of the Mortgage Pool that will be
outstanding immediately following such Distribution Date. If such excess does
exist, then the respective Class Principal Balances of the various Classes of
the Class B Through T Certificates shall be reduced sequentially, in reverse
alphabetic order of the respective Class designations of such Classes of
Certificates (beginning with the Class T Certificates and ending with the Class
B Certificates), in each case until such excess is eliminated or the applicable
Class Principal Balance has been reduced to zero (whichever occurs first). If,
after the reduction to zero of the respective Class Principal Balances of all
the Classes of Class B Through T Certificates, the amount described in clause
(i) of the second preceding sentence (taking into account such reductions) still
exceeds the amount described in clause (ii) of the second preceding sentence,
then the respective Class Principal Balances of the various Classes of the Class
A Certificates shall be reduced sequentially as follows until such remaining
excess is eliminated: first, the Class Principal Balance of the Class A-J
Certificates shall be reduced; second, if and to the extent necessary, the Class
Principal Balance of the Class A-M Certificates shall be reduced; and last, if
and to the extent necessary, the respective Class Principal Balances of the
various Classes of the Senior Class A Certificates shall be reduced, on a pro
rata basis in accordance with the respective outstanding Class Principal
Balances thereof. Any and all such reductions in the Class Principal Balances of
the respective Classes of the Principal Balance Certificates pursuant to this
Section 4.04(a) shall be deemed to constitute allocations of Realized Losses and
Additional Trust Fund Expenses.

          (b) If the Class Principal Balance of any Class of Principal Balance
Certificates is reduced on any Distribution Date pursuant to Section 4.04(a),
then the Uncertificated Principal Balance of such Class' Corresponding REMIC II
Regular Interest (or, if applicable, the aggregate Uncertificated Principal
Balance of such Class' Corresponding REMIC II Regular Interests) shall be deemed
to have first been reduced on such Distribution Date by the exact same amount.
If a Class of Principal Balance Certificates has two or more Corresponding REMIC
II Regular Interests, then the respective Uncertificated Principal Balances of
such Corresponding REMIC II Regular Interests shall be reduced as contemplated
by the preceding sentence in the same sequential order that principal
distributions are deemed made on such Corresponding REMIC II Regular Interests
pursuant to Section 4.01(l), such that no reduction shall be made in the
Uncertificated Principal Balance of any such Corresponding REMIC II Regular
Interest pursuant to this Section 4.04(b) until the Uncertificated Principal
Balance of each other


                                      -253-



such Corresponding REMIC II Regular Interest, if any, with an alphanumeric
designation that ends in a lower number, has been reduced to zero. Any and all
such reductions in the Uncertificated Principal Balances of the respective REMIC
II Regular Interests shall be deemed to constitute allocations of Realized
Losses and Additional Trust Fund Expenses.

          (c) On each Distribution Date, following the deemed distributions to
be made in respect of the REMIC I Regular Interests pursuant to Section 4.01(m),
the Uncertificated Principal Balance of each REMIC I Regular Interest (after
taking account of such deemed distributions) shall be reduced, if and to the
extent necessary, to equal the Stated Principal Balance of the related Trust
Mortgage Loan or REO Trust Mortgage Loan, as the case may be, that will be
outstanding immediately following such Distribution Date. Any and all such
reductions in the Uncertificated Principal Balances of the respective REMIC I
Regular Interests shall be deemed to constitute allocations of Realized Losses
and Additional Trust Fund Expenses.

          (d) On each Distribution Date, following any deemed distributions to
be made in respect of the Loan REMIC Regular Interests pursuant to Section
4.01(n), subject to Section 2.06(b), the Uncertificated Principal Balance of
each Loan REMIC Regular Interest (after taking account of such deemed
distributions) shall be reduced to equal the Stated Principal Balance of the
related Early Defeasance Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with respect thereto, as the case may be, that will be outstanding
immediately following such Distribution Date. Any such reductions in the
Uncertificated Principal Balances of the respective Loan REMIC Regular Interests
shall be deemed to constitute allocations of Realized Losses and Additional
Trust Fund Expenses.

          SECTION 4.05. Various Reinstatement Amounts.

          (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01 or 9.01, as
applicable, the Trustee shall determine the amount, if any, by which (i) the
aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date, exceeds (ii) the then aggregate of
the Class Principal Balances of all the Classes of Principal Balance
Certificates. If such an excess does exist, then the Trustee shall allocate the
Total Principal Reinstatement Amount, if any, for the subject Distribution Date
as follows until it is allocated in full: first, to all of the Classes of the
Senior Class A Certificates, up to, and on a pro rata basis in accordance with,
the respective Loss Reimbursement Amounts, if any, for such Classes of Senior
Class A Certificates with respect to such Distribution Date (minus any amounts
reimbursed in respect of such respective Loss Reimbursement Amounts on the
subject Distribution Date pursuant to Section 4.01(a)); second, to the Class A-M
Certificates, up to any Loss Reimbursement Amount for the Class A-M Certificates
with respect to such Distribution Date (minus any amount reimbursed in respect
of such Loss Reimbursement Amount on the subject Distribution Date pursuant to
Section 4.01(a)); third, to the Class A-J Certificates, up to any Loss
Reimbursement Amount for the Class A-J Certificates with respect to such
Distribution Date (minus any amount reimbursed in respect of such Loss
Reimbursement Amount on the subject Distribution Date pursuant to Section
4.01(a)); and then to the respective Classes of the Class B Through T
Certificates, sequentially as among such Classes in alphabetic order based on
the respective Class designations thereof (beginning with the Class B
Certificates and ending with the Class T Certificates), in each case up to any
Loss Reimbursement Amount for the applicable Class of Class B Through T
Certificates with respect to such Distribution Date (minus any amount reimbursed
in respect of such Loss Reimbursement Amount on the subject Distribution Date
pursuant to Section 4.01(b)). Any portion of the Total Principal Reinstatement


                                      -254-



Amount for any Distribution Date that is allocated to a particular Class of
Principal Balance Certificates shall be: (i) referred to herein as the "Class
Principal Reinstatement Amount" in respect of such Class of Principal Balance
Certificates for such Distribution Date; and (ii) added to the Class Principal
Balance of such Class of Principal Balance Certificates on such Distribution
Date. Notwithstanding anything to the contrary contained herein, the parties
hereby acknowledge that the reinstatement of all or any portion of the Class
Principal Balance of any Class of Principal Balance Certificates on any
Distribution Date shall be a result of the collection of Recovered Amounts
Received by the Trust during the related Collection Period and the addition of
such Recovered Amounts to the Principal Distribution Amount for purposes of
calculating the Adjusted Principal Distribution Amount for such Distribution
Date.

          (b) In connection with the reinstatement of all or any portion of the
Class Principal Balance of any one or more Classes of Principal Balance
Certificates on any Distribution Date, pursuant to Section 4.05(a), the Trustee
shall calculate the amount of lost Distributable Certificate Interest that would
have accrued on the respective Classes of Regular Interest Certificates through
and including the end of the Interest Accrual Period for such Distribution Date
if no reduction to the Class Principal Balance of any Class of Principal Balance
Certificates, pursuant to Section 4.04(a), and no corresponding reduction to the
Uncertificated Principal Balance of any REMIC II Regular Interest(s), pursuant
to Section 4.04(b), had resulted on a prior Distribution Date from the
reimbursement out of general collections of principal on the Mortgage Pool of
the particular Advances (with interest thereon) that relate to the Recovered
Amounts associated with such reinstatement of outstanding principal on the
subject Distribution Date. Once determined, such lost Distributable Certificate
Interest in respect of any particular Class of Regular Interest Certificates
shall be reinstated and become due and payable on future Distribution Dates as
part of the unpaid Distributable Certificate Interest for such Class of Regular
Interest Certificates from prior Distribution Dates. All such reinstated
Distributable Certificate Interest in respect of any particular Class of Regular
Interest Certificates shall be treated the same as any other unpaid
Distributable Certificate Interest in respect of such Class of Regular Interest
Certificates.

          (c) If the Class Principal Balance of any Class of Principal Balance
Certificates is increased on any Distribution Date pursuant to Section 4.05(a),
then the Uncertificated Principal Balance of such Class' Corresponding REMIC II
Regular Interest (or, if applicable, the aggregate Uncertificated Principal
Balance of such Class' Corresponding REMIC II Regular Interests) shall be deemed
to have first been increased on such Distribution Date by the exact same amount.
In circumstances where there are multiple Corresponding REMIC II Regular
Interests with respect to a Class of Principal Balance Certificates, the
increases in the respective Uncertificated Principal Balances of such
Corresponding REMIC II Regular Interests as contemplated by the prior sentence
shall be made in the reverse order that reductions are made to such
Uncertificated Principal Balances pursuant to Section 4.04(b), in each case up
to the amount of the Loss Reimbursement Amount with respect to the subject REMIC
II Regular Interest for such Distribution Date (minus any amount reimbursed in
respect of such Loss Reimbursement Amount on the subject Distribution Date
pursuant to Section 4.01(l)).

          (d) If any lost Distributable Certificate Interest is reinstated with
respect to any Class of Regular Interest Certificates on any Distribution Date
pursuant to Section 4.05(b), then a corresponding amount of Uncertificated
Distributable Interest shall be reinstated with respect to such Class'
Corresponding REMIC II Regular Interest(s) (or, in the case of a Class of
Interest-Only Certificates, insofar as such lost Distributable Certificate
Interest corresponds to a particular REMIC III Component of such Class, a
corresponding amount of Uncertificated Distributable Interest shall be
reinstated with respect to such REMIC III Component's Corresponding REMIC II
Regular Interest). In


                                      -255-



circumstances where there are multiple Corresponding REMIC II Regular Interests
with respect to a Class of Principal Balance Certificates, the reinstatement of
such lost Uncertificated Distributable Interest with respect to such
Corresponding REMIC II Regular Interests as contemplated by the prior sentence
shall be effected taking into account the respective portions of such lost
Uncertificated Distributable Interest attributable to such Corresponding REMIC
II Regular Interests. Once reinstated, such lost Uncertificated Distributable
Interest in respect of any particular REMIC II Regular Interest shall become due
and payable on future Distribution Dates as part of the unpaid Uncertificated
Distributable Interest for such REMIC II Regular Interest from prior
Distribution Dates. All such reinstated Uncertificated Distributable Interest in
respect of any particular REMIC II Regular Interest shall be treated the same as
any other unpaid Uncertificated Distributable Interest in respect of such REMIC
II Regular Interest.

          SECTION 4.06. Calculations.

          The Trustee shall, provided it receives the necessary information from
the Master Servicer and the Special Servicer, be responsible for performing all
calculations necessary in connection with the actual and deemed distributions
and allocations to be made pursuant to Section 4.01 and Article IX, the
allocations of Realized Losses and Additional Trust Fund Expenses to be made
pursuant to Section 4.04 and the reinstatements of principal balance and
interest to be made pursuant to Section 4.05. The Trustee shall calculate the
Available Distribution Amount, the respective portions of the Available
Distribution Amount attributable to each Loan Group and the Subordinate
Available Distribution Amount for each Distribution Date and shall allocate such
respective amounts among Certificateholders in accordance with this Agreement,
and the Trustee shall have no obligation to recompute, recalculate or verify any
information provided to it by the Special Servicer or Master Servicer. The
calculations by the Trustee of such amounts shall, in the absence of manifest
error, be presumptively deemed to be correct for all purposes hereunder.

          SECTION 4.07. Use of Agents.

          The Master Servicer, the Special Servicer or the Trustee may at its
own expense utilize agents or attorneys-in-fact in performing any of its
obligations under this Article IV (except the obligation to make P&I Advances),
but no such utilization shall relieve the Master Servicer, the Special Servicer
or the Trustee, as applicable, from any of such obligations, and the Master
Servicer, the Special Servicer or the Trustee, as applicable, shall remain
responsible for all acts and omissions of any such agent or attorney-in-fact.


                                      -256-



                                    ARTICLE V

                                THE CERTIFICATES

          SECTION 5.01. The Certificates.

          (a) Subject to Sections 2.05(b) and 2.06(b), the Certificates will be
substantially in the respective forms attached hereto as Exhibits A-1, A-2, A-3,
A-4, A-5, A-6 and A-7; provided that any of the Certificates may be issued with
appropriate insertions, omissions, substitutions and variations, and may have
imprinted or otherwise reproduced thereon such legend or legends, not
inconsistent with the provisions of this Agreement, as may be required to comply
with any law or with rules or regulations pursuant thereto, or with the rules of
any securities market in which the Certificates are admitted to trading, or to
conform to general usage. The Certificates will be issuable in registered form
only; provided, however, that in accordance with Section 5.03, beneficial
ownership interests in the Regular Interest Certificates shall initially be held
and transferred through the book-entry facilities of the Depository. The Regular
Interest Certificates will be issuable only in denominations corresponding to
initial Certificate Principal Balances or initial Certificate Notional Amounts,
as the case may be, as of the Closing Date of $10,000 in the case of the Class
A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class
A-J, Class B, Class C, Class D, Class E and Class F Certificates, $250,000 in
the case of the Interest-Only Certificates, and $250,000 in the case of the
remaining Regular Interest Certificates, and in each such case in integral
multiples of $1 in excess thereof. Subject to Sections 2.05(b) and 2.06(b), the
Class R-I, Class R-II, Class R-III, Class R-LR and Class V Certificates will be
issuable in denominations representing Percentage Interests in the applicable
Class of not less than 10%.

          (b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by the Certificate Registrar hereunder by an
authorized signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers or signatories of the
Certificate Registrar shall be entitled to all benefits under this Agreement,
subject to the following sentence, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, however, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by the Authenticating Agent by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.

          SECTION 5.02. Registration of Transfer and Exchange of Certificates.

          (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms hereof) as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The offices of the Trustee responsible for its duties as initial
Certificate Register shall be located, as of


                                      -257-



the Closing Date, at 135 South LaSalle Street, Suite 1625, Chicago, Illinois
60603, Attention: Global Securities and Trust Services Group--LB-UBS Commercial
Mortgage Trust 2005-C5. The Certificate Registrar may appoint, by a written
instrument delivered to the Depositor, the Master Servicer, the Special Servicer
and (if the Trustee is not the Certificate Registrar) the Trustee, any other
bank or trust company to act as Certificate Registrar under such conditions as
the predecessor Certificate Registrar may prescribe, provided that the
predecessor Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment. If the Trustee resigns
or is removed in accordance with the terms hereof, the successor trustee shall
immediately succeed to its duties as Certificate Registrar. The Depositor, the
Trustee (if it is no longer the Certificate Registrar), the Master Servicer and
the Special Servicer shall have the right to inspect the Certificate Register or
to obtain a copy thereof at all reasonable times, and to rely conclusively upon
a certificate of the Certificate Registrar as to the information set forth in
the Certificate Register.

          If three or more Holders make written request to the Trustee, and such
request states that such Holders desire to communicate with other Holders with
respect to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such Holders propose to
transmit, then the Trustee shall, within 30 days after the receipt of such
request, afford (or cause any other Certificate Registrar to afford) the
requesting Holders access during normal business hours to the most recent list
of Certificateholders held by the Certificate Registrar.

          (b) No Transfer of any Non-Registered Certificate or interest therein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

          If a Transfer of any Definitive Non-Registered Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance of the Non-Registered Certificates or a Transfer of
such Certificate by the Depositor, Lehman Brothers or any of their respective
Affiliates or, in the case of a Global Certificate for any Class of Book-Entry
Non-Registered Certificates, a Transfer thereof to a successor Depository or to
the applicable Certificate Owner(s) in accordance with Section 5.03), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached hereto as Exhibit F-1 and a certificate from such Certificateholder's
prospective Transferee substantially in the form attached hereto either as
Exhibit F-2A or, except in the case of a Residual Interest Certificate, as
Exhibit F-2B; or (ii) an Opinion of Counsel satisfactory to the Trustee to the
effect that the prospective Transferee is an Institutional Accredited Investor
or a Qualified Institutional Buyer (or, in the case of Residual Interest
Certificate, to the effect that the prospective Transferee is a Qualified
Institutional Buyer) and such Transfer may be made without registration under
the Securities Act (which Opinion of Counsel shall not be an expense of the
Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the
Tax Administrator, the Trustee, the Fiscal Agent or the Certificate Registrar in
their respective capacities as such), together with the written certification(s)
as to the facts surrounding such Transfer from the Certificateholder desiring to
effect such Transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based.

          No beneficial interest in the Rule 144A Global Certificate for any
Class of Book-Entry Non-Registered Certificates may be held by any Person that
is not a Qualified Institutional Buyer. If a


                                      -258-



Transfer of any interest in the Rule 144A Global Certificate for any Class of
Book-Entry Non-Registered Certificates is to be made without registration under
the Securities Act (other than in connection with the initial issuance of the
Book-Entry Non-Registered Certificates or a Transfer of any interest therein by
the Depositor, Lehman Brothers or any of their respective Affiliates), then the
Certificate Owner desiring to effect such Transfer shall be required to obtain
either (i) a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached hereto as Exhibit F-2C, or (ii) an Opinion of
Counsel to the effect that the prospective Transferee is a Qualified
Institutional Buyer and such Transfer may be made without registration under the
Securities Act. If any Transferee of an interest in the Rule 144A Global
Certificate for any Class of Book-Entry Non-Registered Certificates does not, in
connection with the subject Transfer, deliver to the Transferor the Opinion of
Counsel or the certification described in the preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit F-2C hereto are, with respect to the subject
Transfer, true and correct. Further, as long as the Class T Certificates are
Book-Entry Certificates, any Certificate Owner desiring to effect a transfer of
a Class T Certificate or any interest therein may not sell or otherwise transfer
that Certificate or any interest therein unless it has provided the Depositor
with prior written notice of such transfer (together with a copy of the
certificate required pursuant to clause (i) above, executed by the proposed
transferee).

          Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred to any Non-United States Securities Person who takes delivery in the
form of a beneficial interest in the Regulation S Global Certificate for such
Class of Certificates, provided that the Certificate Owner desiring to effect
such Transfer (i) complies with the requirements for Transfers of interests in
such Regulation S Global Certificate set forth in the following paragraph and
(ii) delivers or causes to be delivered to the Certificate Registrar and the
Trustee (A) a copy of the certificate to be obtained by such Certificate Owner
from its prospective Transferee in accordance with the second sentence of the
following paragraph and (B) such written orders and instructions as are required
under the applicable procedures of the Depository, Clearstream and Euroclear to
direct the Trustee, as transfer agent for the Depository, to approve the debit
of the account of a Depository Participant by a denomination of interests in
such Rule 144A Global Certificate, and approve the credit of the account of a
Depository Participant by a denomination of interests in such Regulation S
Global Certificate, that is equal to the denomination of beneficial interests in
the subject Class of Book-Entry Non-Registered Certificates to be transferred.
Upon delivery to the Certificate Registrar and the Trustee of such certification
and such orders and instructions, the Trustee, subject to and in accordance with
the applicable procedures of the Depository, shall reduce the denomination of
the Rule 144A Global Certificate in respect of the subject Class of Book-Entry
Non-Registered Certificates, and increase the denomination of the Regulation S
Global Certificate for such Class of Certificates, by the denomination of the
beneficial interest in such Class of Certificates specified in such orders and
instructions.

          No beneficial interest in the Regulation S Global Certificate for any
Class of Book-Entry Non-Registered Certificates may be held by any Person that
is a United States Securities Person. Any Certificate Owner desiring to effect
any Transfer of a beneficial interest in the Regulation S Global Certificate for
any Class of Book-Entry Non-Registered Certificates shall be required to obtain
from such Certificate Owner's prospective Transferee a certificate substantially
in the form set forth in Exhibit F-2D hereto to the effect that such Transferee
is not a United States Securities Person. If any Transferee of an interest in
the Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates does not, in connection with the subject Transfer, deliver to the
Transferor the


                                      -259-



certification described in the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that all the certifications set forth
in Exhibit F-2D hereto are, with respect to the subject Transfer, true and
correct.

          Notwithstanding the preceding paragraph, any interest in the
Regulation S Global Certificate for a Class of Book-Entry Non-Registered
Certificates may be transferred to any Qualified Institutional Buyer that takes
delivery in the form of a beneficial interest in the Rule 144A Global
Certificate for such Class of Certificates, provided that the Certificate Owner
desiring to effect such transfer (i) complies with the requirements for
Transfers of interests in such Rule 144A Global Certificate set forth in the
third paragraph of this Section 5.02(b) and (ii) delivers or causes to be
delivered to the Certificate Registrar and the Trustee (A) a copy of the
certificate or Opinion of Counsel to be obtained by such Certificate Owner from
its prospective Transferee in accordance with the second sentence of the third
paragraph of this Section 5.02(b) and (B) such written orders and instructions
as are required under the applicable procedures of the Depository, Clearstream
and Euroclear to direct the Trustee to debit the account of a Depository
Participant by a denomination of interests in such Regulation S Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, that is equal to
the denomination of beneficial interests in the subject Class of Book-Entry
Non-Registered Certificates to be transferred. Upon delivery to the Certificate
Registrar and the Trustee of such certification or Opinion of Counsel and orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Regulation S
Global Certificate in respect of the subject Class of Book-Entry Non-Registered
Certificates, and increase the denomination of the Rule 144A Global Certificate
for such Class of Certificates, by the denomination of the beneficial interest
in such Class of Certificates specified in such orders and instructions.

          Also notwithstanding the foregoing, any interest in a Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Trustee of (i) such certifications and/or opinions as are contemplated by the
second paragraph of this Section 5.02(b) and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository
to direct the Trustee to debit the account of a Depository Participant by the
denomination of the transferred interests in such Global Certificate. Upon
delivery to the Certificate Registrar and the Trustee of the certifications
and/or opinions contemplated by the second paragraph of this Section 5.02(b),
the Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the subject Global Certificate by
the denomination of the transferred interests in such Global Certificate, and
shall cause a Definitive Certificate of the same Class as such Global
Certificate, and in a denomination equal to the reduction in the denomination of
such Global Certificate, to be executed, authenticated and delivered in
accordance with this Agreement to the applicable Transferee.

          None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the Transfer of any
Non-Registered Certificate or interest therein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of any Non-Registered Certificate or interest therein shall, and does
hereby agree to, indemnify the Depositor, the Underwriters, the Trustee, the
Fiscal


                                      -260-



Agent, the Master Servicer, the Special Servicer, the Tax Administrator and the
Certificate Registrar against any liability that may result if such Transfer is
not exempt from the registration and/or qualification requirements of the
Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

          (c) No Transfer of a Certificate or any interest therein shall be made
(i) to any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (ii) to any Person who is
directly or indirectly purchasing such Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan, if the
purchase and holding of such Certificate or interest therein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Non-Registered Certificates or any Transfer of a Non-Registered Certificate or
any interest therein by the Depositor, Lehman Brothers or any of their
respective Affiliates or, in the case of a Global Certificate for any Class of
Book-Entry Non-Registered Certificates, any Transfer thereof to a successor
Depository or to the applicable Certificate Owner(s) in accordance with Section
5.03, the Certificate Registrar shall refuse to register the Transfer of a
Definitive Non-Registered Certificate unless it has received from the
prospective Transferee, and any Certificate Owner transferring an interest in a
Global Certificate for any Class of Book-Entry Non-Registered Certificates shall
be required to obtain from its prospective Transferee, one of the following: (i)
a certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing such Certificate or interest therein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or
(ii) alternatively, except in the case of a Residual Interest Certificate or, if
issued hereunder taking into account Section 2.05(b), a Class V Certificate, a
certification to the effect that the purchase and holding of such Certificate or
interest therein by such prospective Transferee is exempt from the prohibited
transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the
excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b)
of the Code, by reason of Sections I and III of Prohibited Transaction Class
Exemption 95-60; or (iii) alternatively, but only in the case of a
Non-Registered Certificate that is an Investment Grade Certificate (other than,
if applicable, a Residual Interest Certificate or, if issued hereunder taking
into account Section 2.05(b), a Class V Certificate) that is being acquired by
or on behalf of a Plan in reliance on the Prohibited Transaction Exemption, a
certification to the effect that such Plan (X) is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
any Sub-Servicer, any Person responsible for servicing an Outside Serviced Trust
Mortgage Loan or administering an Outside Administered REO Property, any
Exemption-Favored Party or any Mortgagor with respect to Trust Mortgage Loans
constituting more than 5% of the aggregate unamortized principal balance of all
the Trust Mortgage Loans determined as of the Closing Date, or by any Affiliate
of such Person, and (Z) agrees that it will obtain from each of its Transferees
that are Plans a written representation that such Transferee, if a Plan,
satisfied the requirements of the immediately preceding clauses (iii)(X) and
(iii)(Y), together with a written agreement that such Transferee will obtain
from each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(iii)(X) and (iii)(Y); or (iv) alternatively, a certification of facts and an
Opinion of Counsel which otherwise establish to the reasonable satisfaction of
the Trustee or such Certificate Owner, as the case may be, that such Transfer
will not result in a


                                      -261-



violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code. It is hereby
acknowledged that the forms of certification attached hereto as Exhibit G-1 (in
the case of Definitive Non-Registered Certificates) and Exhibit G-2 (in the case
of ownership interests in Book-Entry Non-Registered Certificates) are acceptable
for purposes of the preceding sentence. If any Transferee of a Certificate
(including a Registered Certificate) or any interest therein does not, in
connection with the subject Transfer, deliver to the Certificate Registrar (in
the case of a Definitive Certificate) or the Transferor (in the case of
ownership interests in a Book-Entry Certificate) any certification and/or
Opinion of Counsel contemplated by the second preceding sentence, then such
Transferee shall be deemed to have represented and warranted that either: (i)
such Transferee is not a Plan and is not directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan; or (ii) the purchase and holding of such
Certificate or interest therein by such Transferee is exempt from the prohibited
transaction provisions of Sections 406(a) and (b) and 407 of ERISA and the
excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b)
of the Code.

          (d) (i) Each Person who has or who acquires any Ownership Interest in
     a Residual Interest Certificate shall be deemed by the acceptance or
     acquisition of such Ownership Interest to have agreed to be bound by the
     following provisions and to have irrevocably authorized the Trustee under
     clause (ii)(A) below to deliver payments to a Person other than such Person
     and to have irrevocably authorized the Trustee under clause (ii)(B) below
     to negotiate the terms of any mandatory disposition and to execute all
     instruments of Transfer and to do all other things necessary in connection
     with any such disposition. The rights of each Person acquiring any
     Ownership Interest in a Residual Interest Certificate are expressly subject
     to the following provisions:

               (A)  Each Person holding or acquiring any Ownership Interest in a
                    Residual Interest Certificate shall be a Permitted
                    Transferee and shall promptly notify the Tax Administrator
                    and the Trustee of any change or impending change in its
                    status as a Permitted Transferee.

               (B)  In connection with any proposed Transfer of any Ownership
                    Interest in a Residual Interest Certificate, the Certificate
                    Registrar shall require delivery to it, and shall not
                    register the Transfer of any Residual Interest Certificate
                    until its receipt, of an affidavit and agreement
                    substantially in the form attached hereto as Exhibit H-1 (a
                    "Transfer Affidavit and Agreement"), from the proposed
                    Transferee, representing and warranting, among other things,
                    that such Transferee is a Permitted Transferee, that it is
                    not acquiring its Ownership Interest in the Residual
                    Interest Certificate that is the subject of the proposed
                    Transfer as a nominee, trustee or agent for any Person that
                    is not a Permitted Transferee, that for so long as it
                    retains its Ownership Interest in a Residual Interest
                    Certificate it will endeavor to remain a Permitted
                    Transferee, and that it has reviewed the provisions of this
                    Section 5.02(d) and agrees to be bound by them.

               (C)  Notwithstanding the delivery of a Transfer Affidavit and
                    Agreement by a proposed Transferee under clause (B) above,
                    if a Responsible Officer of either the Trustee or the
                    Certificate Registrar has actual knowledge that


                                      -262-



                    the proposed Transferee is not a Permitted Transferee, no
                    Transfer of an Ownership Interest in a Residual Interest
                    Certificate to such proposed Transferee shall be effected.

               (D)  Each Person holding or acquiring any Ownership Interest in a
                    Residual Interest Certificate shall agree (1) to require a
                    Transfer Affidavit and Agreement from any prospective
                    Transferee to whom such Person attempts to Transfer its
                    Ownership Interest in such Residual Interest Certificate and
                    (2) not to Transfer its Ownership Interest in such Residual
                    Interest Certificate unless it provides to the Certificate
                    Registrar a certificate substantially in the form attached
                    hereto as Exhibit H-2 stating that, among other things, it
                    has no actual knowledge that such prospective Transferee is
                    not a Permitted Transferee.

               (E)  Each Person holding or acquiring an Ownership Interest in a
                    Residual Interest Certificate, by purchasing such Ownership
                    Interest, agrees to give the Tax Administrator and the
                    Trustee written notice that it is a "pass-through interest
                    holder" within the meaning of temporary Treasury regulations
                    section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
                    Ownership Interest in a Residual Interest Certificate, if it
                    is, or is holding an Ownership Interest in a Residual
                    Interest Certificate on behalf of, a "pass-through interest
                    holder".

               (ii) (A) If any purported Transferee shall become a Holder of a
     Residual Interest Certificate in violation of the provisions of this
     Section 5.02(d), then the last preceding Holder of such Residual Interest
     Certificate that was in compliance with the provisions of this Section
     5.02(d) shall be restored, to the extent permitted by law, to all rights as
     Holder thereof retroactive to the date of registration of such Transfer of
     such Residual Interest Certificate. None of the Depositor, the Trustee or
     the Certificate Registrar shall be under any liability to any Person for
     any registration of Transfer of a Residual Interest Certificate that is in
     fact not permitted by this Section 5.02(d) or for making any payments due
     on such Certificate to the Holder thereof or for taking any other action
     with respect to such Holder under the provisions of this Agreement.

     (B)  If any purported Transferee shall become a Holder of a Residual
          Interest Certificate in violation of the restrictions in this Section
          5.02(d), then, to the extent that retroactive restoration of the
          rights of the preceding Holder of such Residual Interest Certificate
          as described in clause (ii)(A) above shall be invalid, illegal or
          unenforceable, the Trustee shall have the right but not the
          obligation, to cause the Transfer of such Residual Interest
          Certificate to a Permitted Transferee selected by the Trustee on such
          terms as the Trustee may choose, and the Trustee shall not be liable
          to any Person having an Ownership Interest in such Residual Interest
          Certificate as a result of the Trustee's exercise of such discretion.
          Such purported Transferee shall promptly endorse and deliver such
          Residual Interest Certificate in accordance with the instructions of
          the Trustee. Such Permitted Transferee may be the Trustee itself or
          any Affiliate of the Trustee.


                                      -263-



               (iii) The Tax Administrator shall make available to the IRS and
     to those Persons specified by the REMIC Provisions all information
     furnished to it by the other parties hereto necessary to compute any tax
     imposed (A) as a result of the Transfer of an Ownership Interest in a
     Residual Interest Certificate to any Person who is a Disqualified
     Organization, including the information described in Treasury regulations
     sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess
     inclusions" of such Residual Interest Certificate and (B) as a result of
     any regulated investment company, real estate investment trust, common
     trust fund, partnership, trust, estate or organization described in Section
     1381 of the Code that holds an Ownership Interest in a Residual Interest
     Certificate having as among its record holders at any time any Person which
     is a Disqualified Organization, and each of the other parties hereto shall
     furnish to the Tax Administrator all information in its possession
     necessary for the Tax Administrator to discharge such obligation. The
     Person holding such Ownership Interest shall be responsible for the
     reasonable compensation of the Tax Administrator for providing information
     thereto pursuant to this subsection (d)(iii) and Section 10.01(h)(i).

               (iv) The provisions of this Section 5.02(d) set forth prior to
     this clause (iv) may be modified, added to or eliminated, provided that
     there shall have been delivered to the Trustee and the Tax Administrator
     the following:

               (A)  written confirmation from each Rating Agency to the effect
                    that the modification of, addition to or elimination of such
                    provisions will not cause an Adverse Rating Event with
                    respect to any Class of Certificates; and

               (B)  an Opinion of Counsel, in form and substance satisfactory to
                    the Trustee and the Tax Administrator, obtained at the
                    expense of the party seeking such modification of, addition
                    to or elimination of such provisions (but in no event at the
                    expense of the Trustee, the Tax Administrator or the Trust),
                    to the effect that doing so will not (1) cause any REMIC
                    Pool to cease to qualify as a REMIC or be subject to an
                    entity-level tax caused by the Transfer of any Residual
                    Interest Certificate to a Person which is not a Permitted
                    Transferee or (2) cause a Person other than the prospective
                    Transferee to be subject to a REMIC-related tax caused by
                    the Transfer of a Residual Interest Certificate to a Person
                    that is not a Permitted Transferee.

          (e) If a Person is acquiring any Non-Registered Certificate or
interest therein as a fiduciary or agent for one or more accounts, such Person
shall be required to deliver to the Certificate Registrar (or, in the case of an
interest in a Book-Entry Non-Registered Certificate, to the Certificate Owner
that is transferring such interest) a certification to the effect that, and such
other evidence as may be reasonably required by the Trustee (or such Certificate
Owner) to confirm that, it has (i) sole investment discretion with respect to
each such account and (ii) full power to make the applicable foregoing
acknowledgments, representations, warranties, certifications and agreements with
respect to each such account as set forth in subsections (b), (c) and/or (d), as
appropriate, of this Section 5.02.

          (f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such


                                      -264-



purpose, the Certificate Registrar shall execute and the Authenticating Agent
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Class evidencing a like
aggregate Percentage Interest in such Class.

          (g) At the option of any Holder, its Certificates may be exchanged for
other Certificates of authorized denominations of the same Class evidencing a
like aggregate Percentage Interest in such Class upon surrender of the
Certificates to be exchanged at the offices of the Certificate Registrar
maintained for such purpose. Whenever any Certificates are so surrendered for
exchange, the Certificate Registrar shall execute and the Authenticating Agent
shall authenticate and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive.

          (h) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.

          (i) No service charge shall be imposed for any transfer or exchange of
Certificates, but the Trustee or Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

          (j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

          SECTION 5.03. Book-Entry Certificates.

          (a) Each Class of Regular Interest Certificates shall initially be
issued as one or more Certificates registered in the name of the Depository or
its nominee and, except as provided in Section 5.03(c) and in the fifth
paragraph of Section 5.02(b), a Transfer of such Certificates may not be
registered by the Certificate Registrar unless such Transfer is to a successor
Depository that agrees to hold such Certificates for the respective Certificate
Owners with Ownership Interests therein. Such Certificate Owners shall hold and
Transfer their respective Ownership Interests in and to such Certificates
through the book-entry facilities of the Depository and, except as provided in
Section 5.02(b) and Section 5.03(c), shall not be entitled to definitive, fully
registered Certificates ("Definitive Certificates") in respect of such Ownership
Interests. The Class X-CL, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class P, Class Q, Class S and Class T Certificates initially sold to
Qualified Institutional Buyers in reliance on Rule 144A or in reliance on
another exemption from the registration requirements of the Securities Act
shall, in the case of each such Class, be represented by the Rule 144A Global
Certificate for such Class, which shall be deposited with the Trustee as
custodian for the Depository and registered in the name of Cede & Co. as nominee
of the Depository. The Class X-CL, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class P, Class Q, Class S and Class T Certificates initially
sold in offshore transactions in reliance on Regulation S shall, in the case of
each such Class, be represented by the Regulation S Global Certificate for such
Class, which shall be deposited with the Trustee as custodian for the Depository
and registered in the name of Cede & Co. as nominee of the Depository. All
Transfers by Certificate Owners of their respective Ownership Interests in the
Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing each
such Certificate Owner. Each Depository Participant shall only transfer the
Ownership Interests in the Book-Entry Certificates of Certificate


                                      -265-



Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures. Each Certificate Owner is
deemed, by virtue of its acquisition of an Ownership Interest in the applicable
Class of Book-Entry Certificates, to agree to comply with the transfer
requirements provided for in Section 5.02.

          (b) The Trustee, the Master Servicer, the Special Servicer, the
Depositor and the Certificate Registrar may for all purposes, including the
making of payments due on the Book-Entry Certificates, deal with the Depository
as the authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

          (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor notifies the Depository of its intent to
terminate the book-entry system through the Depository with respect to a Class
of Book-Entry Certificates and (in the event applicable law and/or the
Depository's procedures require that the Depository Participants holding
Ownership Interests in such Class of Book-Entry Certificates submit a withdrawal
request to the Depository in order to so terminate the book-entry system) the
Depositor additionally notifies those Depository Participants and those
Depository Participants submit a withdrawal request with respect to such
termination, then the Certificate Registrar shall notify all affected
Certificate Owners, through the Depository, of the occurrence of any such event
and of the availability of Definitive Certificates to such Certificate Owners
requesting the same.

          Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, the Definitive Certificates in respect of such Class to the Certificate
Owners identified in such instructions. None of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar shall
be liable for any delay in delivery of such instructions, and each of them may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates for purposes of evidencing
ownership of any Class of Registered Certificates, the registered holders of
such Definitive Certificates shall be recognized as Certificateholders hereunder
and, accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.

          (d) Notwithstanding any other provisions contained herein, neither the
Trustee nor the Certificate Registrar shall have any responsibility whatsoever
to monitor or restrict the Transfer of ownership interests in any Certificate
(including but not limited to any Non-Registered Certificate or any Subordinate
Certificate) which interests are transferable through the book-entry facilities
of the Depository.


                                      -266-



          SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates.

          If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be reasonably required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute and the Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of the same Class and like Percentage
Interest. Upon the issuance of any new Certificate under this section, the
Trustee and the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this section shall constitute complete and
indefeasible evidence of ownership in the applicable REMIC Pool or the Grantor
Trust (or, if created hereunder taking into account Section 2.05(b)), as
applicable, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

          SECTION 5.05. Persons Deemed Owners.

          Prior to due presentment for registration of transfer, the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate
Registrar and any agent of any of them may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 4.01 and for all other purposes
whatsoever and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any agent of any of them shall be
affected by notice to the contrary.


                                      -267-



                                   ARTICLE VI

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

          SECTION 6.01. Liability of Depositor, Master Servicer and Special
                        Servicer.

          The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

          SECTION 6.02. Continued Qualification and Compliance of Master
                        Servicer; Merger, Consolidation or Conversion of
                        Depositor, Master Servicer or Special Servicer.

          Subject to the following paragraph, the Depositor, the Master Servicer
and the Special Servicer shall each keep in full effect its existence, rights
and franchises as a legal entity under the laws of the jurisdiction of its
organization, and each will obtain and preserve its qualification to do business
as a foreign entity in, and will otherwise remain in compliance with the laws
of, each jurisdiction in which such qualification and compliance is or shall be
necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans and to perform its respective duties
under this Agreement.

          Each of the Depositor, the Master Servicer and the Special Servicer
may be merged or consolidated with or into any Person, or transfer all or
substantially all of its assets (which, in the case of the Master Servicer or
the Special Servicer, may be limited to all or substantially all of its assets
related to commercial mortgage loan servicing) to any Person, in which case any
Person resulting from any merger or consolidation to which the Depositor, the
Master Servicer or the Special Servicer shall be a party, or any Person
succeeding to the business (which, in the case of the Master Servicer or the
Special Servicer, may be limited to the commercial mortgage loan servicing
business) of the Depositor, the Master Servicer or the Special Servicer, shall
be the successor of the Depositor, the Master Servicer or the Special Servicer,
as the case may be, hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that no successor or surviving
Person shall succeed to the rights of the Master Servicer or the Special
Servicer unless (i) as confirmed (at the expense of such successor or surviving
Person) in writing by each of the Rating Agencies, such succession will not
result in an Adverse Rating Event with respect to any Class of Certificates
rated by such Rating Agency, and (ii) such successor or surviving Person makes
the applicable representations and warranties set forth in Section 3.23 (in the
case of a successor or surviving Person to the Master Servicer) or Section 3.24
(in the case of a successor or surviving Person to the Special Servicer), as
applicable. The successor or surviving Person shall be responsible for the cost
of obtaining the rating confirmations contemplated by clause (i) of the proviso
to the preceding sentence.


                                      -268-



          SECTION 6.03. Limitation on Liability of Depositor, Master Servicer
                        and Special Servicer.

          None of the Depositor, the Master Servicer or the Special Servicer
shall be under any liability to the Trust Fund, the Trustee, the
Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholders for any
action taken, or not taken, in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the
Depositor, the Master Servicer or the Special Servicer against any liability to
the Trust Fund, the Trustee, the Certificateholders or the Serviced Non-Trust
Mortgage Loan Noteholders for the breach of a representation or warranty made
herein by such party, or against any expense or liability specifically required
to be borne by such party without right of reimbursement pursuant to the terms
hereof, or against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of its
obligations or duties hereunder or negligent disregard of such obligations or
duties. The Depositor, the Master Servicer, the Special Servicer and any
director, manager, member, officer, employee or agent of the Depositor, the
Master Servicer or the Special Servicer may rely in good faith on any document
of any kind which, prima facie, is properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Master Servicer,
the Special Servicer and any director, manager, member, officer, employee or
agent of the Depositor, the Master Servicer or the Special Servicer shall be
indemnified and held harmless by the Trust Fund out of the Pool Custodial
Account against any loss, liability or reasonable expense (including reasonable
legal fees and expenses) incurred in connection with any legal action or claim
relating to this Agreement or the Certificates (including in connection with the
dissemination of information and reports as contemplated by this Agreement),
other than any such loss, liability or expense: (i) specifically required to be
borne by the party seeking indemnification, without right of reimbursement
pursuant to the terms hereof; (ii) which constitutes a Servicing Advance that is
otherwise reimbursable hereunder; (iii) incurred in connection with any legal
action or claim against the party seeking indemnification, resulting from any
breach on the part of that party of a representation or warranty made herein; or
(iv) incurred in connection with any legal action or claim against the party
seeking indemnification, resulting from any willful misfeasance, bad faith or
negligence on the part of that party in the performance of its obligations or
duties hereunder or negligent disregard of such obligations or duties; provided
that, if a Serviced Loan Combination is involved, such indemnity shall be
payable out of the related Loan Combination Custodial Account pursuant to
Section 3.05A and, if and to the extent not solely attributable to one or more
Serviced Non-Trust Mortgage Loans (or any successor REO Mortgage Loan(s) with
respect thereto) included in such Serviced Loan Combination, shall also be
payable out of the Pool Custodial Account if amounts on deposit in the related
Loan Combination Custodial Account(s) are insufficient therefor; and provided,
further, that in making a determination as to whether any such indemnity is
solely attributable to one or more Serviced Non-Trust Mortgage Loans (or any
successor REO Mortgage Loan(s) with respect thereto), the fact that any related
legal action was instituted by a related Serviced Non-Trust Mortgage Loan
Noteholder shall not create a presumption that such indemnity is solely
attributable thereto. None of the Depositor, the Master Servicer or the Special
Servicer shall be under any obligation to appear in, prosecute or defend any
legal action, unless such action is related to its respective duties under this
Agreement and either (i) it is specifically required hereunder to bear the costs
of such action or (ii) such action will not, in its reasonable and good faith
judgment, involve it in any ultimate expense or liability for which it would not
be reimbursed hereunder. Notwithstanding the foregoing, the Depositor, the
Master Servicer or the Special Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to the enforcement
and/or protection of the rights and duties of the parties hereto and the
interests of the Certificateholders (or, if a Serviced Loan Combination is
affected, the rights of


                                      -269-



the Certificateholders and the related Serviced Non-Trust Mortgage Loan
Noteholder(s) (as a collective whole)). In such event, the legal expenses and
costs of such action, and any liability resulting therefrom, shall be expenses,
costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer
and the Special Servicer shall be entitled to be reimbursed therefor from the
Pool Custodial Account as provided in Section 3.05(a); provided, however, that
if and to the extent a Serviced Loan Combination and/or a Serviced Non-Trust
Mortgage Loan Noteholder is involved, such expenses, costs and liabilities shall
be payable out of the related Loan Combination Custodial Account pursuant to
Section 3.05A and, if and to the extent attributable to one or more Trust
Mortgage Loans and/or REO Trust Mortgage Loans, shall also be payable out of the
Pool Custodial Account if amounts on deposit in the related Loan Combination
Custodial Account are insufficient therefor. In no event shall the Master
Servicer or the Special Servicer be liable or responsible for any action taken
or omitted to be taken by the other of them (unless they are the same Person or
Affiliates) or for any action taken or omitted to be taken by the Depositor, the
Trustee, any Certificateholder or any Serviced Non-Trust Mortgage Loan
Noteholder (unless they are the same Person or Affiliates).

          SECTION 6.04. Resignation of Master Servicer and the Special Servicer.

          (a) The Master Servicer and, subject to Section 6.09, the Special
Servicer may each resign from the obligations and duties hereby imposed on it,
upon a determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it (the other activities of the Master Servicer
or the Special Servicer, as the case may be, so causing such a conflict being of
a type and nature carried on by the Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement). Any such determination
requiring the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel to such effect which
shall be delivered to the Trustee. Unless applicable law requires the Master
Servicer's or Special Servicer's resignation to be effective immediately, and
the Opinion of Counsel delivered pursuant to the prior sentence so states, no
such resignation shall become effective until the Trustee or other successor
shall have assumed the responsibilities and obligations of the resigning party
in accordance with Section 6.09 or Section 7.02 hereof. The Master Servicer and,
subject to the rights of the Controlling Class under Section 6.09 to appoint a
successor special servicer, the Special Servicer shall each have the right to
resign at any other time, provided that (i) a willing successor thereto
reasonably acceptable to the Depositor has been found (provided that if the
Depositor has not responded to a request for consent to a successor within 15
days, such successor shall be deemed approved thereby), (ii) each Rating Agency
confirms in writing (at the expense of the resigning party) that the resignation
and the successor's appointment will not result in an Adverse Rating Event with
respect to any Class of Certificates rated by such Rating Agency, (iii) the
resigning party pays all costs and expenses in connection with such resignation
and the resulting transfer of servicing, and (iv) the successor accepts
appointment prior to the effectiveness of such resignation and agrees in writing
to be bound by the terms and conditions of this Agreement. Neither the Master
Servicer nor the Special Servicer shall be permitted to resign except as
contemplated above in this Section 6.04(a).

          (b) Consistent with Section 6.04(a), neither the Master Servicer nor
the Special Servicer shall, except as expressly provided herein, assign or
transfer any of its rights, benefits or privileges hereunder to any other Person
or, except as provided in Sections 3.22, 4.07 and 7.01(d), delegate to or
subcontract with, or authorize or appoint any other Person to perform any of the
duties, covenants or obligations to be performed by it hereunder. If, pursuant
to any provision hereof, the duties


                                      -270-



of the Master Servicer or the Special Servicer are transferred to a successor
thereto, the Master Servicing Fee, the Special Servicing Fee, any Workout Fee
(except as expressly contemplated by Section 3.11(c)) and/or any Liquidation
Fee, as applicable, that accrues or otherwise becomes payable pursuant hereto
from and after the date of such transfer shall be payable to such successor.

          SECTION 6.05. Rights of Depositor, Trustee and Serviced Non-Trust
                        Mortgage Loan Noteholders in Respect of the Master
                        Servicer and the Special Servicer.

          The Master Servicer and the Special Servicer shall each afford the
Depositor, each Underwriter, the Trustee and each Serviced Non-Trust Mortgage
Loan Noteholder, upon reasonable notice, during normal business hours access to
all records maintained thereby in respect of its rights and obligations
hereunder. Upon reasonable request, the Master Servicer and the Special Servicer
shall each furnish the Depositor, each Underwriter, the Trustee and each
Serviced Non-Trust Mortgage Loan Noteholder with its most recent publicly
available financial statements (or, if not available, the most recent publicly
available audited annual financial statements of its corporate parent, on a
consolidated basis) and such other non-proprietary information as the Master
Servicer or the Special Servicer, as the case may be, shall determine in its
sole and absolute discretion as it possesses, which is relevant to the
performance of its duties hereunder and which it is not prohibited by applicable
law or contract from disclosing. The Depositor may, but is not obligated to,
enforce the obligations of the Master Servicer and the Special Servicer
hereunder and may, but is not obligated to, perform, or cause a designee to
perform, any defaulted obligation of the Master Servicer or Special Servicer
hereunder or exercise the rights of the Master Servicer and the Special Servicer
hereunder; provided, however, that neither the Master Servicer nor the Special
Servicer shall be relieved of any of its obligations hereunder by virtue of such
performance by the Depositor or its designee and, provided, further, that the
Depositor may not exercise any right pursuant to Section 7.01 to terminate the
Master Servicer or the Special Servicer as a party to this Agreement. The
Depositor shall not have any responsibility or liability for any action or
failure to act by the Master Servicer or the Special Servicer and is not
obligated to supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise.

          SECTION 6.06. Depositor, Master Servicer and Special Servicer to
                        Cooperate with Trustee.

          The Depositor, the Master Servicer and the Special Servicer shall each
furnish such reports, certifications and information as are reasonably requested
by the Trustee in order to enable it to perform its duties hereunder.

          SECTION 6.07. Depositor, Special Servicer and Trustee to Cooperate
                        with Master Servicer.

          The Depositor, the Special Servicer and the Trustee shall each furnish
such reports, certifications and information as are reasonably requested by the
Master Servicer in order to enable it to perform its duties hereunder.


                                      -271-



          SECTION 6.08. Depositor, Master Servicer and Trustee to Cooperate with
                        Special Servicer.

          The Depositor, the Master Servicer and the Trustee shall each furnish
such reports, certifications and information as are reasonably requested by the
Special Servicer in order to enable it to perform its duties hereunder.

          SECTION 6.09. Designation of Special Servicer and Controlling Class
                        Representative by the Controlling Class; Designation of
                        500 West Madison Special Servicer by the 500 West
                        Madison Note B Non-Trust Mortgage Loan Noteholder.

          (a) The Majority Controlling Class Certificateholder(s) may at any
time and from time to time designate a Person to serve as Special Servicer
hereunder and to replace any existing Special Servicer without cause or any
Special Servicer that has resigned or otherwise ceased to serve (including in
connection with a termination pursuant to Section 7.01) as Special Servicer;
provided that, unless a Serviced Loan Combination Change of Control Event has
occurred and is continuing with respect to the 500 West Madison Loan
Combination, the Majority Controlling Class Certificateholder(s) may not
terminate or replace any 500 West Madison Special Servicer appointed by the 500
West Madison Note B Non-Trust Mortgage Loan Noteholder in accordance with
Section 6.09(d); and provided, further, that the Majority Controlling Class
Certificateholder(s) may not designate any Person to act as successor Special
Servicer with respect to any Serviced Loan Combination if such Person was
previously terminated as Special Servicer with respect to such Serviced Loan
Combination pursuant to Section 7.01. Such Holder or Holders shall so designate
a Person to serve as replacement Special Servicer by the delivery to the
Trustee, the Master Servicer, each Serviced Non-Trust Mortgage Loan Noteholder
and the existing Special Servicer of a written notice stating such designation.
The Trustee shall, promptly after receiving any such notice, deliver to the
Rating Agencies an executed Notice and Acknowledgment in the form attached
hereto as Exhibit I-1. If such Holders have not replaced a Special Servicer
within 30 days of such Special Servicer's resignation or the date such Special
Servicer has ceased to serve in such capacity, and subject to the prior rights
of the 500 West Madison Note B Non-Trust Mortgage Loan Noteholder to appoint a
500 West Madison Special Servicer in accordance with Section 6.09(d) while no
Serviced Loan Combination Change of Control Event exists with respect to the 500
West Madison Loan Combination, the Trustee shall designate a successor Special
Servicer, subject to removal by the Majority Controlling Class
Certificateholder(s) (or, to the extent so provided in Section 6.09(d), the 500
West Madison Note B Non-Trust Mortgage Loan Noteholder) and appointment of a
successor thereto pursuant to the terms of this Section 6.09. Subject to the
provisos to the first sentence of this Section 6.09(a), any designated Person
(whether designated by Holders of the Controlling Class or by the Trustee) shall
become the Special Servicer on the date as of which the Trustee shall have
received all of the following: (1) written confirmation from each Rating Agency
(obtained at the expense of the outgoing Special Servicer, in connection with a
resignation or a termination for cause, including pursuant to Section 7.01, and
otherwise at the expense of the Controlling Class Certificateholders
contemplated by the next paragraph) that the appointment of such Person will not
result in an Adverse Rating Event with respect to any Class of Certificates
rated by such Rating Agency; (2) an Acknowledgment of Proposed Special Servicer
in the form attached hereto as Exhibit I-2, executed by the designated Person;
and (3) an Opinion of Counsel (at the expense of the Person designated to become
the Special Servicer) to the effect that, upon the execution and delivery of the
Acknowledgment of Proposed Special Servicer, the designated Person shall be
bound by the terms of


                                      -272-



this Agreement and, subject to customary limitations, that this Agreement shall
be enforceable against the designated Person in accordance with its terms.
Subject to the provisos to the first sentence of this Section 6.09(a), any
existing Special Servicer shall be deemed to have resigned simultaneously with
such designated Person's becoming the Special Servicer hereunder; provided,
however, that (i) the outgoing Special Servicer shall continue to be entitled to
receive all amounts accrued or owing to it under this Agreement on or prior to
the effective date of such resignation, whether in respect of Servicing Advances
or otherwise, (ii) if the outgoing Special Servicer was terminated without
cause, it shall be entitled to a portion of certain Workout Fees thereafter
payable with respect to the Corrected Mortgage Loans or otherwise (but only if
and to the extent permitted by Section 3.11(c)) and (iii) the outgoing Special
Servicer shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such resignation. The outgoing Special Servicer shall
cooperate with the Trustee and the replacement Special Servicer in effecting the
termination of the outgoing Special Servicer's responsibilities and rights
hereunder, including the transfer within two (2) Business Days to the
replacement Special Servicer for administration by it of all cash amounts that
shall at the time be or should have been credited by the outgoing Special
Servicer to a Custodial Account, a Servicing Account, a Reserve Account or an
REO Account or should have been delivered to the Master Servicer or that are
thereafter received with respect to Specially Serviced Mortgage Loans and
Administered REO Properties. The Trustee shall notify the other parties hereto,
the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders of
any termination of the Special Servicer and appointment of a new Special
Servicer in accordance with this Section 6.09(a).

          Any out-of-pocket costs and expenses incurred in connection with the
removal (without cause) of a Special Servicer pursuant to this Section 6.09(a)
and its replacement by a Person designated by the Majority Controlling Class
Certificateholder(s), that are not paid by the replacement Special Servicer
shall be paid by such Holder or Holders. The rights of the Majority Controlling
Class Certificateholders to replace the Special Servicer under this Section
6.09(a) shall be subject to Section 6.09(d), as well as to the provisions of the
respective Co-Lender Agreement for each Serviced Loan Combination if and to the
extent that such Co-Lender Agreement entitles one or more of the related
Non-Trust Mortgage Loan Noteholders to be consulted in connection with such
replacement; and it shall be an additional condition to any such replacement
that the Majority Controlling Class Certificateholder(s) shall have fulfilled,
or caused the fulfillment of, any conditions precedent to such replacement that
are set forth in such Co-Lender Agreements.

          (b) The Majority Controlling Class Certificateholder(s) may also
select a representative (the "Controlling Class Representative") from whom the
Special Servicer will seek advice and approval and take direction under certain
circumstances, as described herein, and shall promptly notify the Trustee, the
Master Servicer and the Special Servicer of that selection. Notwithstanding the
foregoing, until a Controlling Class Representative is so selected in accordance
with the preceding sentence, or after receipt of a notice from the Majority
Controlling Class Certificateholder(s) that a Controlling Class Representative
is no longer designated, the Certificateholder (or, if the Certificates of the
Controlling Class are Book-Entry Certificates, the Certificate Owner), if any,
that beneficially owns more than 50% of the Class Principal Balance of the
Controlling Class of Certificates will be deemed to be the Controlling Class
Representative. The Controlling Class Representative shall be required to keep
all non-public information received by it in such capacity pursuant to this
Agreement confidential and, upon its designation as such, the Controlling Class
Representative (except with respect to the initial Controlling Class
Representative as provided in the following sentence) shall deliver to the
Trustee, the Master Servicer and the Special Servicer a written confirmation to
such effect, in the form of Exhibit O


                                      -273-



attached hereto (the "Controlling Class Representative Confirmation"). The
Controlling Class Representative Confirmation shall also include confirmation of
its acceptance of its appointment as Controlling Class Representative, an
address and facsimile number for the delivery of notices and other
correspondence and a list of officers or employees of such Person with whom the
parties to this Agreement may deal (including their names, titles, work
addresses and facsimile numbers)). No appointment of any Person as a Controlling
Class Representative shall be effective until such Person provides the Trustee
and the Master Servicer with a Controlling Class Representative Confirmation;
provided that, upon its acquisition of all the Class T Certificates, DSHI Opco
LLC shall be the initial Controlling Class Representative without the need for
delivery of a Controlling Class Representative Confirmation, and by its
acceptance of such designation, shall be deemed to have agreed to keep all
non-public information received by it in such capacity from time to time
pursuant to this Agreement confidential, subject to applicable law.

          (c) Notwithstanding the foregoing, if the Certificates of the
Controlling Class consist of Book-Entry Certificates, then the rights of the
Holders of the Certificates of the Controlling Class set forth in Section
6.09(a) or Section 6.09(b) may be exercised directly by the relevant Certificate
Owner(s), provided that the identity of such Certificate Owner(s) has been
confirmed to the Trustee to its reasonable satisfaction. If the Certificates of
the Controlling Class consist of Book-Entry Certificates, then any costs or
expenses incurred in connection with determining the identity of the Controlling
Class Representative shall be paid by the Trust or, if paid by the Trustee,
reimbursed to the Trustee out of the Trust Fund (in any event, out of amounts
otherwise payable with respect to the Controlling Class of Certificates).

          (d) So long as no Serviced Loan Combination Change of Control Event
has occurred and is continuing with respect to the 500 West Madison Loan
Combination, the 500 West Madison Note B Non-Trust Mortgage Loan Noteholder (in
its capacity as the Serviced Loan Combination Directing Lender) may at any time
and from time to time designate a Person to serve as 500 West Madison Special
Servicer hereunder and to replace any existing 500 West Madison Special Servicer
without cause or any 500 West Madison Special Servicer that has resigned or
otherwise ceased to serve (including in connection with a termination pursuant
to Section 7.01) as 500 West Madison Special Servicer. The 500 West Madison Note
B Non-Trust Mortgage Loan Noteholder shall so designate a Person to serve as
replacement 500 West Madison Special Servicer by the delivery to the Trustee,
the Master Servicer and the existing 500 West Madison Special Servicer of a
written notice stating such designation. The Trustee shall, promptly after
receiving any such notice, deliver to the applicable Rating Agencies an executed
Notice and Acknowledgment in the form attached hereto as Exhibit I-1. If no
Serviced Loan Combination Change of Control Event has occurred and is continuing
with respect to the 500 West Madison Loan Combination, and if the 500 West
Madison Note B Non-Trust Mortgage Loan Noteholder has not replaced a 500 West
Madison Special Servicer within 30 days of such 500 West Madison Special
Servicer's resignation or the date such 500 West Madison Special Servicer has
ceased to serve in such capacity, then the Majority Controlling Class
Certificateholder(s) or the Trustee shall designate a successor 500 West Madison
Special Servicer in accordance with Section 6.09(a), subject to removal by the
500 West Madison Note B Non-Trust Mortgage Loan Noteholder or the Majority
Controlling Class Certificateholder(s), as applicable under the circumstances,
and appointment of a successor thereto pursuant to the terms of this Section
6.09. Any Person designated by the 500 West Madison Note B Non-Trust Mortgage
Loan Noteholder to act as a 500 West Madison Special Servicer shall become the
500 West Madison Special Servicer on the date as of which the Trustee shall have
received all of the following: (1) written confirmation from each applicable
Rating Agency


                                      -274-



(obtained at the expense of the outgoing 500 West Madison Special Servicer, in
connection with a resignation or a termination for cause, including pursuant to
Section 7.01, and otherwise at the expense of the 500 West Madison Note B
Non-Trust Mortgage Loan Noteholder as contemplated by the next paragraph) that
the appointment of such Person will not result in an Adverse Rating Event with
respect to any Class of Certificates rated by such Rating Agency; (2) an
Acknowledgment of Proposed Special Servicer in the form attached hereto as
Exhibit I-2 (modified to specifically relate to the 500 West Madison Loan
Combination), executed by the designated Person; and (3) an Opinion of Counsel
(at the expense of the Person designated to become the 500 West Madison Special
Servicer) to the effect that, upon the execution and delivery of the
Acknowledgment of Proposed Special Servicer, the designated Person shall be
bound by the terms of this Agreement and, subject to customary limitations, that
this Agreement shall be enforceable against the designated Person in accordance
with its terms. Any existing 500 West Madison Special Servicer shall be deemed
to have resigned simultaneously with such designated Person's becoming the 500
West Madison Special Servicer hereunder; provided, however, that (i) the
outgoing 500 West Madison Special Servicer shall continue to be entitled to
receive all amounts accrued or owing to it under this Agreement on or prior to
the effective date of such resignation, whether in respect of Servicing Advances
or otherwise, (ii) if the outgoing 500 West Madison Special Servicer was
terminated without cause, it shall be entitled to a portion of certain Workout
Fees thereafter payable with respect to any Corrected Mortgage Loans
constituting the 500 West Madison Loan Combination (but only if and to the
extent permitted by Section 3.11(c)) and (iii) the outgoing 500 West Madison
Special Servicer shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such resignation. The outgoing 500 West Madison Special
Servicer shall cooperate with the Trustee and the replacement 500 West Madison
Special Servicer in effecting the termination of the outgoing 500 West Madison
Special Servicer's responsibilities and rights hereunder, including the transfer
within two (2) Business Days to the replacement 500 West Madison Special
Servicer for administration by it of all cash amounts relating to the 500 West
Madison Loan Combination or any related REO Property that shall at the time be
or should have been credited by the 500 West Madison Special Servicer to a
Custodial Account, a Servicing Account, a Reserve Account or an REO Account or
should have been delivered to the Master Servicer or that are thereafter
received with respect to the 500 West Madison Note B Non-Trust Mortgage Loans
and/or any related REO Property. The Trustee shall notify the other parties
hereto and the Certificateholders of any termination of the 500 West Madison
Special Servicer and appointment of a new 500 West Madison Special Servicer in
accordance with this Section 6.09(d). Notwithstanding anything herein to the
contrary, the 500 West Madison Note B Non-Trust Mortgage Loan Noteholder shall
not have any right to terminate, replace or appoint any party as Special
Servicer in respect of any Serviced Mortgage Loan or REO Property other than the
500 West Madison Loan Combination and any related REO Property.

          Any out-of-pocket costs and expenses incurred in connection with the
removal (without cause) of a 500 West Madison Special Servicer pursuant to this
Section 6.09(d) and its replacement by a Person designated by the 500 West
Madison Note B Non-Trust Mortgage Loan Noteholder, that are not paid by the
replacement 500 West Madison Special Servicer shall be paid by the 500 West
Madison Note B Non-Trust Mortgage Loan Noteholder. The rights of the 500 West
Madison Note B Non-Trust Mortgage Loan Noteholder to replace the 500 West
Madison Special Servicer under this Section 6.09(d) shall be subject to the
provisions of the 500 West Madison Co-Lender Agreement; and it shall be an
additional condition to any such replacement that the 500 West Madison Note B
Non-Trust Mortgage Loan Noteholder shall have fulfilled, or caused the
fulfillment of, any conditions precedent to such replacement that are set forth
in the 500 West Madison Co-Lender Agreement.


                                      -275-



          (e) If the Person acting as 500 West Madison Special Servicer is
different from the Person acting as Special Servicer with respect to the Trust
Mortgage Loans that are not part of, and the Administered REO Properties that do
not relate to, the Serviced Loan Combinations, then the 500 West Madison Special
Servicer shall constitute a Loan Combination-Specific Special Servicer and the
provisions of Section 7.01(e) shall apply in respect of such circumstances.

          SECTION 6.10. Master Servicer or Special Servicer as Owner of a
                        Certificate.

          The Master Servicer, the Special Servicer or any Affiliate of either
of them may become the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate with (except as otherwise set
forth in the definition of "Certificateholder") the same rights it would have if
it were not the Master Servicer or the Special Servicer or an Affiliate thereof.
If, at any time during which the Master Servicer or the Special Servicer or an
Affiliate of the Master Servicer or the Special Servicer is the Holder of (or,
in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate, the Master Servicer or the Special Servicer proposes to take action
(including for this purpose, omitting to take action) that is not expressly
prohibited by the terms hereof and would not, in the Master Servicer's or the
Special Servicer's reasonable, good faith judgment, violate the Servicing
Standard, but that, if taken, might nonetheless, in the Master Servicer's or the
Special Servicer's good faith judgment, be considered by other Persons to
violate the Servicing Standard, then the Master Servicer or the Special Servicer
may (but need not) seek the approval of the Certificateholders to such action by
delivering to the Trustee a written notice that (a) states that it is delivered
pursuant to this Section 6.10, (b) identifies the Percentage Interest in each
Class of Certificates beneficially owned by the Master Servicer or an Affiliate
thereof or the Special Servicer or an Affiliate thereof, as appropriate, and (c)
describes in reasonable detail the action that the Master Servicer or the
Special Servicer proposes to take. The Trustee, upon receipt of such notice,
shall forward it to the Certificateholders (other than the Master Servicer and
its Affiliates or the Special Servicer and its Affiliates, as appropriate),
together with such instructions for response as the Trustee shall reasonably
determine. If at any time Certificateholders holding greater than 50% of the
Voting Rights of all Certificateholders (calculated without regard to the
Certificates beneficially owned by the Master Servicer or its Affiliates or the
Special Servicer or its Affiliates, as appropriate) shall have failed to object
in writing (with a copy to the related Serviced Non-Trust Mortgage Loan
Noteholder(s), if a Serviced Loan Combination is involved) to the proposal
described in the written notice, and if the Master Servicer or the Special
Servicer shall act as proposed in the written notice within 30 days, such action
shall be deemed to comply with, but not modify, the Servicing Standard. The
Trustee shall be entitled to reimbursement from the Master Servicer or the
Special Servicer, as applicable, for the reasonable expenses of the Trustee
incurred pursuant to this paragraph. It is not the intent of the foregoing
provision that the Master Servicer or the Special Servicer be permitted to
invoke the procedure set forth herein with respect to routine servicing matters
arising hereunder, but rather only in the case of unusual circumstances.

          SECTION 6.11. Certain Powers of the Controlling Class Representative.

          (a) The Special Servicer shall notify (in writing) the Controlling
Class Representative of its intention to take any Specially Designated Servicing
Action with respect to any Serviced Mortgage Loan and shall provide the
Controlling Class Representative with all reasonably requested information with
respect thereto. Subject to Section 6.11(b), the Controlling Class
Representative will be entitled to advise the Special Servicer with respect to
any and all Specially Designated Servicing Actions of the


                                      -276-



Special Servicer relating to the Serviced Mortgage Loans and any Administered
REO Properties; and, further subject to Section 6.11(b), the Special Servicer
will not be permitted to take (or, if applicable, consent to the Master
Servicer's taking) any Specially Designated Servicing Action with respect to any
Serviced Mortgage Loan or Administered REO Property if the Controlling Class
Representative has objected in writing within ten (10) Business Days of having
been notified in writing thereof and having been provided with all information
that the Controlling Class Representative has reasonably requested with respect
thereto promptly following its receipt of the subject notice (it being
understood and agreed that if such written objection has not been received by
the Special Servicer within such ten (10) Business Day period, then the
Controlling Class Representative will be deemed to have approved the taking of
the subject action); provided that, if the Special Servicer determines that
failure to take such action would violate the Servicing Standard, then the
Special Servicer may take (or, if applicable, consent to the Master Servicer's
taking) any such action without waiting for the Controlling Class
Representative's response; and provided, further, that the foregoing rights of
the Controlling Class Representative shall not relate to any Serviced Mortgage
Loan that is part of, or any Administered REO Property that relates to, a
Serviced Loan Combination, regarding which the rights and powers of the
specified Persons set forth under Section 6.12 are instead applicable.

          In addition, subject to Section 6.11(b), the Controlling Class
Representative may direct the Special Servicer to take, or to refrain from
taking, any actions with respect to the servicing and/or administration of a
Specially Serviced Mortgage Loan or an Administered REO Property as the
Controlling Class Representative may deem advisable or as to which provision is
otherwise made herein; provided that the foregoing rights of the Controlling
Class Representative shall not relate to any Specially Serviced Mortgage Loan
that is part of, or any Administered REO Property that relates to, a Serviced
Loan Combination. Upon reasonable request, the Special Servicer shall provide
the Controlling Class Representative with any information in such servicer's
possession with respect to such matters, including its reasons for determining
to take a proposed action; provided that such information shall also be
provided, in a written format, to the Trustee, who shall make it available for
review pursuant to Section 8.14(b).

          Each of the Master Servicer (with respect to Performing Serviced
Mortgage Loans) and the Special Servicer (with respect to Specially Serviced
Mortgage Loans), as applicable, shall notify the Controlling Class
Representative of any release or substitution of collateral for a Serviced
Mortgage Loan that is not part of a Loan Combination even if such release or
substitution is required by the terms of such Serviced Mortgage Loan.

          (b) Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by the Controlling Class Representative with
respect to any Serviced Mortgage Loan or Administered REO Property, as
contemplated by Section 6.11(a), may (and the Special Servicer and the Master
Servicer shall each ignore and act without regard to any such advice, direction
or objection that such servicer has determined, in its reasonable, good faith
judgment, would) require or cause the Master Servicer or the Special Servicer,
as applicable, to violate any provision of this Agreement (exclusive of Section
6.11(a)) (including such servicer's obligation to act in accordance with the
Servicing Standard), the related loan documents (including any applicable
co-lender and/or intercreditor agreements) or applicable law (including the
REMIC Provisions). Furthermore, the Special Servicer shall not be obligated to
seek approval from the Controlling Class Representative, pursuant to Section
6.11(a), for any actions to be taken by the Special Servicer with respect to the
workout or liquidation of any particular Specially Serviced Trust Mortgage Loan
if:


                                      -277-



               (i) the Special Servicer has, as provided in Section 6.11(a),
     notified the Controlling Class Representative in writing of various actions
     that the Special Servicer proposes to take with respect to the workout or
     liquidation of such Specially Serviced Trust Mortgage Loan; and

               (ii) for 60 days following the first such notice, the Controlling
     Class Representative has objected to all of those proposed actions and has
     failed to suggest any alternative actions that the Special Servicer
     considers to be consistent with the Servicing Standard.

          Also notwithstanding anything herein to the contrary, the provisions
of Section 6.11(a), and the rights and powers of the Controlling Class
Representative provided for in Section 6.11(a), shall not apply to any Serviced
Loan Combination or any related Administered REO Property; provided that this
paragraph is not intended to limit any rights or powers that the Controlling
Class Representative may have under Section 6.12.

          (c) The Controlling Class Representative is hereby authorized to
exercise the rights and powers of the Trustee, as holder of the Mortgage Note
for each Outside Serviced Trust Mortgage Loan, under Section 3.02 (or, in the
case of the 1345 Avenue of the Americas Trust Mortgage Loan and the Park Avenue
Plaza Trust Mortgage Loan, Section 4) of the related Co-Lender Agreement (and
any corresponding provisions of the related Outside Servicing Agreement),
including for purposes of exercising, either individually or together with
related Non-Trust Mortgage Loan Noteholders, as the case may be, consent rights,
consultation rights, rights to direct servicing and rights to replace the
related Outside Special Servicer; provided that any purchase option or cure
rights may be exercised by the Controlling Class Representative only in its
individual capacity with its own funds. Promptly following the initial such
appointment of a Controlling Class Representative and any subsequent such
appointment of a successor Controlling Class Representative with respect to any
Outside Serviced Trust Mortgage Loan, the Trustee shall inform the related
Outside Master Servicer, the related Outside Special Servicer and the related
Non-Trust Mortgage Loan Noteholders (and from time to time shall ensure that
such parties remain similarly informed) that the Controlling Class
Representative is entitled, to the full extent permitted under the related
Co-Lender Agreement, to exercise such rights and powers of the Trustee, in its
capacity as holder of the Mortgage Note for the subject Outside Serviced Trust
Mortgage Loan, under Section 3.02 (or, in the case of the 1345 Avenue of the
Americas Trust Mortgage Loan and the Park Avenue Plaza Trust Mortgage Loan,
Section 4) of the related Co-Lender Agreement (and any corresponding provisions
of the related Outside Servicing Agreement), and, further, the Trustee shall
take such other actions as may be required under the related Co-Lender Agreement
in order to permit the Controlling Class Representative to exercise such rights
and powers. The Controlling Class Representative shall be subject to the same
limitations, constraints and restrictions in exercising such rights and powers
as would be applicable to the Trustee, in its capacity as holder of the Mortgage
Note for the subject Outside Serviced Trust Mortgage Loan. In addition, subject
to Section 7.01(f) and each other section hereof that specifically addresses a
particular matter with respect to any Outside Serviced Trust Mortgage Loan, if
the Trustee is requested to take any action in its capacity as holder of the
Mortgage Note for such Outside Serviced Trust Mortgage Loan, pursuant to the
related Co-Lender Agreement and/or the related Outside Servicing Agreement, then
the Trustee will notify (in writing), and act in accordance with the
instructions of, the Controlling Class Representative; provided that, if such
instructions are not provided within the prescribed time period, then the
Trustee, subject to Sections 8.01 and 8.02, shall take such action or inaction
as it deems to be in the best interests of the Certificateholders


                                      -278-



(as a collective whole) and shall have all rights and powers incident thereto;
and provided, further, that the Trustee, with respect to any Outside Serviced
Trust Mortgage Loan or Outside Administered REO Property, (i) shall not be
required to take any action that relates to directing or approving any servicing
related action under the related Outside Servicing Agreement or the related
Outside Co-Lender Agreement, to the extent that the Controlling Class
Representative has been notified thereof and has failed to provide instructions
with respect to such action within the prescribed time period, and (ii) shall
not take any action that is not permitted under applicable law or the terms of
the related Co-Lender Agreement or the related Outside Servicing Agreement or
any action that is, in the good faith, reasonable discretion of the Trustee,
materially adverse to the interests of the Certificateholders (as a collective
whole).

          (d) The Controlling Class Representative will have no liability to the
Certificateholders for any action taken, or for refraining from the taking of
any action, pursuant to this Agreement (whether pursuant to this Section 6.11 or
otherwise), or for errors in judgment; provided, however, that the Controlling
Class Representative will not be protected against any liability to any
Controlling Class Certificateholder which would otherwise be imposed by reason
of willful misfeasance, bad faith or negligence in the performance of duties or
by reason of negligent disregard of obligations or duties. Each
Certificateholder acknowledges and agrees, by its acceptance of its
Certificates, that: (i) the Controlling Class Representative may, and is
permitted hereunder to, have special relationships and interests that conflict
with those of Holders of one or more Classes of Certificates; (ii) the
Controlling Class Representative may, and is permitted hereunder to, act solely
in the interests of the Holders of the Controlling Class; (iii) the Controlling
Class Representative does not have any duties or liability to the Holders of any
Class of Certificates other than the Controlling Class; (iv) the Controlling
Class Representative may, and is permitted hereunder to, take actions that favor
interests of the Holders of the Controlling Class over the interests of the
Holders of one or more other Classes of Certificates; (v) the Controlling Class
Representative shall not be deemed to have been negligent or reckless, or to
have acted in bad faith or engaged in willful misconduct, by reason of its
having acted solely in the interests of the Holders of the Controlling Class;
and (vi) the Controlling Class Representative shall have no liability whatsoever
for having acted solely in the interests of the Holders of the Controlling
Class, and no Certificateholder may take any action whatsoever against the
Controlling Class Representative, any Holder of the Controlling Class or any
director, officer, employee, agent or principal thereof for having so acted.

          SECTION 6.12. Certain Matters Regarding the Serviced Loan
                        Combinations.

          (a) Each of the Master Servicer and the Special Servicer, as
applicable, shall notify (in writing) the Controlling Class Representative, the
related Non-Trust Mortgage Loan Noteholder(s) and (if different) the related
Serviced Loan Combination Controlling Party of its intention to take any
Specially Designated Servicing Action with respect to any Serviced Loan
Combination or related REO Property and shall provide each such party with all
reasonably requested information with respect thereto. Subject to Section
6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section
3.02(b) of the related Co-Lender Agreement, the applicable Serviced Loan
Combination Controlling Party will be entitled to advise the Special Servicer
(in the event the Special Servicer is authorized under this Agreement to take
the subject action) or the Master Servicer (in the event the Master Servicer is
authorized under this Agreement to take the subject action), as applicable, with
respect to any and all Specially Designated Servicing Actions with respect to a
Serviced Loan Combination or any related REO Property; and, further subject to
Section 6.12(b) of this Agreement and Section 3.02(b) of the


                                      -279-



related Co-Lender Agreement, neither the Master Servicer nor the Special
Servicer shall be permitted to take (or, in the case of the Special Servicer, if
and when appropriate hereunder, to consent to the Master Servicer's taking) any
of the related Specially Designated Servicing Actions with respect to a Serviced
Loan Combination or any related REO Property if the applicable Serviced Loan
Combination Controlling Party has objected in writing within ten (10) Business
Days of the applicable Serviced Loan Combination Controlling Party having been
notified in writing thereof and having been provided with all reasonably
requested information with respect thereto (it being understood and agreed that
if such written objection to the subject action on the part of the applicable
Serviced Loan Combination Controlling Party has not been received by the Master
Servicer or the Special Servicer, as applicable, within such ten (10) Business
Day period, then the applicable Serviced Loan Combination Controlling Party will
be deemed to have approved of the subject action); provided that, if the Special
Servicer or the Master Servicer, as applicable, determines that immediate action
is necessary to protect the interests of the Certificateholders and the related
Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole), then the
Special Servicer or the Master Servicer, as the case may be, may take (or, in
the case of the Special Servicer, if and when appropriate hereunder, may consent
to the Master Servicer's taking) any such action without waiting for the
applicable Serviced Loan Combination Controlling Party's response; and provided,
further, that, under circumstances where the Controlling Class Representative is
not the applicable Serviced Loan Combination Controlling Party, nothing herein
shall be intended to limit the right of the Controlling Class Representative to
consult with the Master Servicer or the Special Servicer, as applicable,
regarding any Serviced Loan Combination or related REO Property, and during the
ten (10) Business Day period referred to above (or such shorter period as is
contemplated by the immediately preceding proviso), the Master Servicer or the
Special Servicer, as applicable, shall consult with the Controlling Class
Representative regarding its views as to the proposed action (but may, in its
sole discretion, reject any advice, objection or direction from the Controlling
Class Representative) and, upon reasonable request, the Master Servicer or the
Special Servicer, as applicable, shall provide the Controlling Class
Representative with any information in such servicer's possession with respect
to such matters, including its reasons for determining to take a proposed
action.

          In addition, subject to Section 6.12(b), and further subject to
Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender
Agreement, if and to the extent provided for under the subject Co-Lender
Agreement, the applicable Serviced Loan Combination Controlling Party may direct
the Special Servicer or the Master Servicer, as appropriate based on their
respective duties hereunder, to take, or to refrain from taking, such actions
with respect to each Serviced Loan Combination or any related REO Property as
the applicable Serviced Loan Combination Controlling Party may deem consistent
with the related Co-Lender Agreement or as to which provision is otherwise made
in the related Co-Lender Agreement. Upon reasonable request, the Special
Servicer or the Master Servicer, as appropriate based on their respective duties
hereunder, shall, with respect to each Serviced Loan Combination or any related
REO Property, provide the applicable Serviced Loan Combination Controlling Party
with any information in such servicer's possession with respect to such matters,
including its reasons for determining to take a proposed action; provided that
such information shall also be provided, in a written format, to the Trustee who
shall make it available for review pursuant to Section 8.14(b). Promptly
following the Special Servicer or the Master Servicer receiving any direction
with respect to a Serviced Loan Combination or any related REO Property from the
applicable Serviced Loan Combination Controlling Party as contemplated by this
paragraph, and in any event prior to acting on such direction, such servicer
shall notify the Trustee, the Controlling Class Representative (if it is not the
applicable Serviced Loan Combination Controlling Party) and each related
Serviced Non-Trust


                                      -280-



Mortgage Loan Noteholder (if neither it nor its designee is the applicable
Serviced Loan Combination Controlling Party).

          Each of the Master Servicer (with respect to Performing Serviced
Mortgage Loans) and the Special Servicer (with respect to Specially Serviced
Mortgage Loans), as applicable, shall notify the related Serviced Non-Trust
Mortgage Loan Noteholder, the Controlling Class Representative and any other
Person that may be the applicable Serviced Loan Combination Controlling Party of
any release or substitution of collateral for a Serviced Loan Combination even
if such release or substitution is required by the terms of such Serviced Loan
Combination.

          (b) Notwithstanding anything herein to the contrary, no advice,
direction or objection with respect to any Serviced Loan Combination or related
REO Property from or by the applicable Serviced Loan Combination Controlling
Party, as contemplated by Section 6.12(a), may (and the Special Servicer and the
Master Servicer shall each ignore and act without regard to any such advice,
direction or objection that the Special Servicer or the Master Servicer, as
applicable, has determined, in its reasonable, good faith judgment, will)
require, cause or permit such servicer to violate any provision of the related
Co-Lender Agreement or this Agreement (exclusive of Section 6.12(a)) (including
such servicer's obligation to act in accordance with the Servicing Standard),
the related loan documents or applicable law or result in an Adverse REMIC Event
or an Adverse Grantor Trust Event. Furthermore, neither the Special Servicer nor
the Master Servicer shall be obligated to seek approval from the applicable
Serviced Loan Combination Controlling Party for any actions to be taken by such
servicer with respect to the workout or liquidation of any Serviced Loan
Combination if: (i) such servicer has, as provided in Section 6.12(a), notified
the applicable Serviced Loan Combination Controlling Party in writing of various
actions that such servicer proposes to take with respect to the workout or
liquidation of such Serviced Loan Combination; and (ii) for 60 days following
the first such notice, the applicable Serviced Loan Combination Controlling
Party has objected to all of those proposed actions and has failed to suggest
any alternative actions that such servicer considers to be consistent with the
Servicing Standard.

          (c) The Serviced Loan Combination Controlling Party for a Serviced
Loan Combination will not have any liability to the Trust or the
Certificateholders, in the case of a related Serviced Non-Trust Mortgage Loan
Noteholder or its designee acting in such capacity, or to the related Serviced
Non-Trust Mortgage Loan Noteholder(s), in the case of the Controlling Class
Representative acting in such capacity, for any action taken, or for refraining
from the taking of any action, in good faith pursuant to this Agreement or the
related Co-Lender Agreement, or for errors in judgment; provided, however, that
such Serviced Loan Combination Controlling Party will not be protected against
any liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence in the performance of duties or by reason of negligent
disregard of obligations or duties.

          (d) The Serviced Loan Combination Directing Lender for a Serviced Loan
Combination may, in accordance with Section 3.02(d) of the related Co-Lender
Agreement, designate a representative to exercise its rights and powers under
Section 3.02 of the related Co-Lender Agreement and this Section 6.12 or
otherwise under the related Co-Lender Agreement and this Agreement. In that
regard, upon the occurrence and continuance of a Serviced Loan Combination
Change of Control Event (if applicable) with respect to a Serviced Loan
Combination or related REO Property, and for so long as the Trust, as holder of
the Serviced Combination Trust Mortgage Loan in such Serviced Loan Combination
(or any successor REO Trust Mortgage Loan with respect thereto), is the
applicable


                                      -281-



Serviced Loan Combination Directing Lender, the Controlling Class Representative
(i) is hereby designated as the representative of the Trust for purposes of
exercising the rights and powers of the applicable Serviced Loan Combination
Directing Lender under Section 3.02 of the related Co-Lender Agreement and (ii)
shall be the applicable Serviced Loan Combination Controlling Party hereunder.
The Trustee shall take such actions as are necessary or appropriate to make such
designation effective in accordance with Section 3.02(d) of the related
Co-Lender Agreement, including providing notices to the related Serviced
Non-Trust Mortgage Loan Noteholders. The Master Servicer shall provide the
parties to this Agreement with notice of the occurrence of a Serviced Loan
Combination Change of Control Event (if applicable) with respect to any Serviced
Loan Combination or related REO Property, promptly upon becoming aware thereof.

          (e) Each related Serviced Non-Trust Mortgage Loan Noteholder shall be
entitled to receive, upon request, a copy of any notice or report required to be
delivered (upon request or otherwise) to the Trustee with respect to a Serviced
Loan Combination or any related REO Property by any other party hereto. Subject
to the related Co-Lender Agreement, any such other party shall be permitted to
require payment of a sum sufficient to cover the reasonable costs and expenses
of providing such copies in accordance with this Section 6.12(e).

          (f) Notwithstanding anything herein to the contrary, any appointment
of a successor Special Servicer hereunder, insofar as it affects any Serviced
Loan Combination or any related REO Property, will be subject to the
consultation rights of the related Serviced Non-Trust Mortgage Loan
Noteholder(s) under Section 3.02 (if and to the extent provided for therein) of
the related Co-Lender Agreement.

          (g) The parties hereto recognize and acknowledge, in the case of each
Serviced Loan Combination, the rights of each related Serviced Non-Trust
Mortgage Loan Noteholder under the related Co-Lender Agreement, including the
right to: (i) purchase the related Serviced Combination Trust Mortgage Loan
under the circumstances contemplated by Section 4.03 of the related Co-Lender
Agreement; and (ii) in the case of the 500 West Madison Loan Combination,
exercise the 500 West Madison Cure Rights. In connection with the foregoing, the
Master Servicer (if the subject Serviced Combination Trust Mortgage Loan is a
Performing Serviced Mortgage Loan) or the Special Servicer (if the subject
Serviced Combination Trust Mortgage Loan is a Specially Serviced Mortgage Loan),
as applicable, shall take all actions required on the part of the holder of the
subject Serviced Combination Trust Mortgage Loan or contemplated to be performed
by a servicer, in any case under Section 4.03 or Article VII, as applicable, of
the related Co-Lender Agreement, including the delivery of all necessary notices
on a timely basis and/or the calculation of the applicable purchase price, as
well as all other actions necessary and appropriate to effect the transfer of
the subject Serviced Combination Trust Mortgage Loan (in connection with the
purchase thereof under the related Co-Lender Agreement) to the applicable
Serviced Non-Trust Mortgage Loan Noteholder or its designee and/or to permit the
applicable Serviced Non-Trust Mortgage Loan Noteholder to effectuate a cure of
any defaults under the subject Serviced Combination Non-Trust Mortgage Loan.
Further in connection with the foregoing, with respect to the 500 West Madison
Loan Combination, the Master Servicer (if the subject Serviced Combination Trust
Mortgage Loan is a Performing Serviced Mortgage Loan) or the Special Servicer
(if the subject Serviced Combination Trust Mortgage Loan is a Specially Serviced
Mortgage Loan), as applicable, shall notify the 500 West Madison Note B
Non-Trust Mortgage Loan Noteholder (i) of any event of default with respect to
the 500 West Madison Serviced Loan Combination that is susceptible of cure under
Article VII of the related Co-Lender Agreement, promptly (and, in any event,
within two


                                      -282-



Business Days) after the applicable servicer has actual knowledge thereof
(although such notice is not required to state whether such event of default is
susceptible of cure thereunder), and (ii) of any material event of default
(although such notice is not required to state whether such event of default is
material).

          (h) The Master Servicer (if the related Serviced Combination Trust
Mortgage Loan is a Performing Serviced Mortgage Loan) or the Special Servicer
(if the related Serviced Combination Trust Mortgage Loan is a Specially Serviced
Mortgage Loan), as applicable, shall take all actions relating to the servicing
and/or administration of, and the preparation and delivery of reports and other
information with respect to, each Serviced Loan Combination or any related REO
Property required to be performed by the holder of the related Serviced
Combination Trust Mortgage Loan or contemplated to be performed by a servicer,
in any case pursuant to the related Co-Lender Agreement and/or any related
mezzanine loan intercreditor agreement.

          (i) For purposes of determining whether a Serviced Loan Combination
Change of Control Event has occurred, as well as the identity of the Serviced
Loan Combination Directing Lender, with respect to any Serviced Loan
Combination, any Appraisal Reduction Amount that exists with respect to a
Serviced Loan Combination shall be allocated, first, to the related Serviced
Non-Trust Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto), up to an aggregate amount equal to the then unpaid principal balance
of the related Serviced Non-Trust Mortgage Loan (or any successor REO Mortgage
Loan with respect thereto), together with all accrued and unpaid interest
thereon (other than Default Interest), and then, to the related Serviced
Combination Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with
respect thereto).


                                      -283-



                                   ARTICLE VII

                                     DEFAULT

          SECTION 7.01. Events of Default and Outside Servicer Defaults.

          (a) "Event of Default", wherever used herein, means any one of the
following events:

               (i) any failure by the Master Servicer to deposit into a
     Custodial Account, any amount required to be so deposited by it under this
     Agreement, which failure continues unremedied for one (1) Business Day
     following the date on which a deposit was first required to be made; or

               (ii) any failure by the Special Servicer to deposit into an REO
     Account or to deposit into, or to remit to the Master Servicer for deposit
     into, a Custodial Account, any amount required to be so deposited or
     remitted under this Agreement, which failure continues unremedied for one
     (1) Business Day following the date on which a deposit or remittance was
     first required to be made; or

               (iii) any failure by the Master Servicer to deposit into, or
     remit to the Trustee for deposit into, the Collection Account, any amount
     (including any P&I Advances and any amounts to cover Prepayment Interest
     Shortfalls) required to be so deposited or remitted by it under this
     Agreement, which failure continues unremedied until 11:00 a.m. (New York
     City time) on the applicable Distribution Date, or any failure by the
     Master Servicer to make, on a timely basis, any required payment to any
     Serviced Non-Trust Mortgage Loan Noteholder, which failure continues
     unremedied until 11:00 a.m. (New York City time) on the Business Day next
     following the date on which such payment was first required to be made; or

               (iv) any failure by the Master Servicer or the Special Servicer
     to timely make any Servicing Advance required to be made by it hereunder,
     which Servicing Advance remains unmade for a period of three (3) Business
     Days following the date on which notice of such failure shall have been
     given to the Master Servicer or the Special Servicer, as the case may be,
     by any other party hereto; or

               (v) any failure on the part of the Master Servicer or the Special
     Servicer duly to observe or perform in any material respect any other
     covenants or agreements on the part of the Master Servicer or the Special
     Servicer, as the case may be, contained in this Agreement, which failure
     either (A) in the case of any such failure other than a failure referred to
     in clause (v)(B) below, continues unremedied for a period of 30 days (or 15
     days in the case of payment of insurance premiums) after the date on which
     written notice of the subject failure, requiring the same to be remedied,
     shall have been given to the Master Servicer or the Special Servicer, as
     the case may be, by any other party hereto or to the Master Servicer or the
     Special Servicer, as the case may be (with a copy to each other party
     hereto), by a Serviced Non-Trust Mortgage Loan Noteholder (if affected
     thereby) or by the Holders of Certificates entitled to at least 25% of the
     Voting Rights, provided, however, that with respect to any such failure
     (other than a failure referred to in clause (v)(B) below) which is not
     curable within such 30-day (or, if applicable, 15-day) period, the Master
     Servicer or the Special Servicer, as the case may be, shall have an


                                      -284-



     additional cure period of 30 days to effect such cure so long as the Master
     Servicer or the Special Servicer, as the case may be, has commenced to cure
     the subject failure within the initial 30-day (or, if applicable, 15-day)
     period and has provided the Trustee and any affected Serviced Non-Trust
     Mortgage Loan Noteholder with an Officer's Certificate certifying that it
     has diligently pursued, and is diligently continuing to pursue, a full
     cure, or (B) in the case of the failure to deliver to the Trustee the
     Annual Accountants' Report with respect to the Master Servicer or the
     Special Servicer, as applicable, pursuant to Section 3.14, which is
     required to be part of or incorporated in a Subsequent Exchange Act Report
     required to be filed with respect to the Trust pursuant to the Exchange Act
     and this Agreement, continues unremedied beyond either (i) 10:00 a.m. (New
     York City time) on the Business Day prior to the date such Subsequent
     Exchange Act Report is required to be filed, if Servicer Notice of the
     subject failure shall have been given to the Master Servicer or the Special
     Servicer, as the case may be, by or on behalf of any other party hereto, no
     later than two (2) Business Days after the date such Annual Accountants'
     Report was first required to be delivered in accordance with Section 3.14,
     or (ii) the fifth Business Day after the date on which Servicer Notice of
     the subject failure has been given to the Master Servicer or the Special
     Servicer, as the case may be, by or on behalf of any other party hereto, if
     such Servicer Notice shall have been given to the Master Servicer or the
     Special Servicer, as the case may be, later than two (2) Business Days
     after the date such Annual Accountants' Report was first required to be
     delivered in accordance with Section 3.14; or

               (vi) any breach on the part of the Master Servicer or the Special
     Servicer of any of its representations or warranties contained in this
     Agreement that materially and adversely affects the interests of any Class
     of Certificateholders or any Serviced Non-Trust Mortgage Loan Noteholder
     and which breach continues unremedied for a period of 30 days after the
     date on which written notice of such breach, requiring the same to be
     remedied, shall have been given to the Master Servicer or the Special
     Servicer, as the case may be, by any other party hereto or to the Master
     Servicer or the Special Servicer, as the case may be (with a copy to each
     other party hereto), by a Serviced Non-Trust Mortgage Loan Noteholder (if
     affected thereby) or by the Holders of Certificates entitled to at least
     25% of the Voting Rights, provided, however, that with respect to any such
     breach which is not curable within such 30-day period, the Master Servicer
     or the Special Servicer, as the case may be, shall have an additional cure
     period of 30 days so long as the Master Servicer or the Special Servicer,
     as the case may be, has commenced to cure such breach within the initial
     30-day period and has provided the Trustee and any affected Serviced
     Non-Trust Mortgage Loan Noteholder with an Officer's Certificate certifying
     that it has diligently pursued, and is diligently continuing to pursue, a
     full cure; or

               (vii) a decree or order of a court or agency or supervisory
     authority having jurisdiction in the premises in an involuntary case under
     any present or future federal or state bankruptcy, insolvency or similar
     law for the appointment of a conservator, receiver, liquidator, trustee or
     similar official in any bankruptcy, insolvency, readjustment of debt,
     marshaling of assets and liabilities or similar proceedings, or for the
     winding-up or liquidation of its affairs, shall have been entered against
     the Master Servicer or the Special Servicer and such decree or order shall
     have remained in force undischarged, undismissed or unstayed for a period
     of 60 days; or

               (viii) the Master Servicer or the Special Servicer shall consent
     to the appointment of a conservator, receiver, liquidator, trustee or
     similar official in any bankruptcy,


                                      -285-



     insolvency, readjustment of debt, marshaling of assets and liabilities or
     similar proceedings of or relating to it or of or relating to all or
     substantially all of its property; or

               (ix) the Master Servicer or the Special Servicer shall admit in
     writing its inability to pay its debts generally as they become due, file a
     petition to take advantage of any applicable bankruptcy, insolvency or
     reorganization statute, make an assignment for the benefit of its
     creditors, voluntarily suspend payment of its obligations, or take any
     corporate action in furtherance of the foregoing; or

               (x) the Master Servicer or the Special Servicer is removed from
     S&P's Select Servicer List as a U.S. Commercial Mortgage Master Servicer or
     a U.S. Commercial Mortgage Special Servicer, as the case may be, and is not
     reinstated within 60 days, and the ratings of one or more Classes of
     Certificates by S&P are qualified, downgraded or withdrawn in connection
     with the removal; or

               (xi) the Master Servicer fails to be rated at least "CMS3" by
     Fitch as a master servicer or the Special Servicer fails to be rated at
     least "CSS3" by Fitch as a special servicer, and in either case that rating
     is not restored within 60 days after the subject downgrade or withdrawal;
     or

               (xii) one or more ratings assigned by Fitch to one or more
     Classes of the Certificates have been qualified, downgraded or withdrawn,
     or otherwise made the subject of a "negative" credit watch that remains in
     effect for at least 60 days, which action Fitch has determined, and
     provided notification in writing or electronically, including by public
     announcement, is solely or in material part a result of the Master Servicer
     or Special Servicer, as the case may be, acting in such capacity.

          When a single entity acts as the Master Servicer and the Special
Servicer, an Event of Default in one capacity shall constitute an Event of
Default in the other capacity.

          (b) If any Event of Default shall occur with respect to the Master
Servicer or the Special Servicer (in either case, for purposes of this Section
7.01(b), the "Defaulting Party") and shall be continuing, then, and in each and
every such case, so long as such Event of Default shall not have been remedied,
the Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 25% of the Voting Rights, the Trustee shall, by notice in
writing to the Defaulting Party (with a copy of such notice to each other party
hereto and the Rating Agencies) terminate all of the rights and obligations (but
not the liabilities for actions and omissions occurring prior thereto) of the
Defaulting Party under this Agreement and in and to the Trust Fund and the
Serviced Non-Trust Mortgage Loans, other than its rights, if any, as a
Certificateholder hereunder or as the holder of any Serviced Non-Trust Mortgage
Loan or any interest therein; provided that the Master Servicer may not be
terminated solely for an Event of Default that affects only a Serviced Non-Trust
Mortgage Loan Noteholder (except that a Sub-Servicer may be appointed in
accordance with Section 7.01(d)); and provided, further, that, except as
provided in Section 7.01(d), the Special Servicer may not be terminated solely
for an Event of Default that affects only a Serviced Non-Trust Mortgage Loan
Noteholder. From and after the receipt by the Defaulting Party of such written
notice of termination, subject to Section 7.01(c), all authority and power of
the Defaulting Party under this Agreement, whether with respect to the
Certificates (other than as a holder of any Certificate), the Trust Fund, the
Serviced Non-Trust Mortgage Loans (other than as a holder thereof or any
interest therein) or otherwise, shall pass to and be vested in the Trustee
pursuant to


                                      -286-



and under this section, and, without limitation, the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of and at the expense
of the Defaulting Party, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Trust
Mortgage Loans, the Serviced Non-Trust Mortgage Loans and related documents, or
otherwise. The Master Servicer and the Special Servicer each agree that, if it
is terminated pursuant to this Section 7.01(b), it shall promptly (and in any
event no later than ten (10) Business Days subsequent to its receipt of the
notice of termination) provide the Trustee with all documents and records,
including those in electronic form, requested thereby to enable the Trustee to
assume the Master Servicer's or Special Servicer's, as the case may be,
functions hereunder, and shall cooperate with the Trustee in effecting the
termination of the Master Servicer's or Special Servicer's, as the case may be,
responsibilities and rights hereunder, including (i) if the Master Servicer is
the Defaulting Party, the immediate transfer to the Trustee or a successor
Master Servicer for administration by it of all cash amounts that shall at the
time be or should have been credited by the Master Servicer to a Custodial
Account, the Collection Account, the Defeasance Deposit Account, a Servicing
Account or a Reserve Account or that are thereafter received by or on behalf of
it with respect to any Trust Mortgage Loan, any Serviced Non-Trust Mortgage Loan
or, to the extent it relates to the foregoing, any REO Property or (ii) if the
Special Servicer is the Defaulting Party, the transfer within two (2) Business
Days to the Trustee or a successor Special Servicer for administration by it of
all cash amounts that shall at the time be or should have been credited by the
Special Servicer to an REO Account, a Custodial Account, a Servicing Account or
a Reserve Account or should have been delivered to the Master Servicer or that
are thereafter received by or on behalf of it with respect to any Trust Mortgage
Loan, any Serviced Non-Trust Mortgage Loan or, to the extent it relates to the
foregoing, any REO Property; provided, however, that the Master Servicer and the
Special Servicer each shall, if terminated pursuant to this Section 7.01(b),
continue to be entitled to receive all amounts accrued or owing to it under this
Agreement on or prior to the date of such termination, whether in respect of
Advances or otherwise, and it shall continue to be entitled to the benefits of
Section 6.03 notwithstanding any such termination. Any cost or expenses in
connection with any actions to be taken by any party hereto pursuant to this
paragraph shall be borne by the Defaulting Party and if not paid by the
Defaulting Party within 90 days after the presentation of reasonable
documentation of such costs and expenses, such expense shall be reimbursed by
the Trust Fund; provided, however, that the Defaulting Party shall not thereby
be relieved of its liability for such expenses. For purposes of this Section
7.01 and also for purposes of Section 7.03(b), the Trustee shall not be deemed
to have knowledge of an event which constitutes, or which with the passage of
time or notice, or both, would constitute an Event of Default unless a
Responsible Officer of the Trustee assigned to and working in the Trustee's
Corporate Trust Office has actual knowledge thereof or unless notice of any
event which is in fact such an Event of Default is received by the Trustee and
such notice references the Certificates, the Trust Fund or this Agreement.

          (c) In the case of an Adverse Rating Event or prospective Adverse
Rating Event that has resulted in or may give rise to an Event of Default under
Section 7.01(a)(x), (xi) or (xii) in respect of the Master Servicer or the
Special Servicer and of which the Trustee has notice, the Trustee shall promptly
following its receipt of notice thereof provide written notice thereof to the
Master Servicer or the Special Servicer, as applicable. Notwithstanding Section
7.01(b), if the Master Servicer receives a notice of termination under Section
7.01(b) solely due to an Event of Default under Section 7.01(a)(x), (xi) or
(xii), and if the terminated Master Servicer provides the Trustee with the
appropriate "request for proposal" materials within five (5) Business Days
following such termination, then the Master Servicer shall continue to serve in
such capacity hereunder until a successor thereto is selected in accordance with


                                      -287-



this Section 7.01(c) or the expiration of 45 days from the Master Servicer's
receipt of the notice of termination, whichever occurs first. Upon receipt of
such "request for proposal" materials from the terminated Master Servicer, the
Trustee shall promptly thereafter (using such "request for proposal" materials)
solicit good faith bids for the rights to master service the Serviced Mortgage
Loans and, to the extent applicable, the Outside Serviced Trust Mortgage Loans
under this Agreement from at least three (3) Persons qualified to act as a
successor Master Servicer hereunder in accordance with Section 6.02 and Section
7.02 (any such Person so qualified, a "Qualified Bidder") or, if three (3)
Qualified Bidders cannot be located, then from as many Persons as the Trustee
can determine are Qualified Bidders; provided that at the Trustee's request, the
terminated Master Servicer shall supply the Trustee with the names of Persons
from whom to solicit such bids; and provided, further, that the Trustee shall
not be responsible if less than three (3) or no Qualified Bidders submit bids
for the right to master service the Serviced Mortgage Loans and, to the extent
applicable, the Outside Serviced Trust Mortgage Loans under this Agreement. The
bid proposal shall require any Successful Bidder (as defined below), as a
condition of such bid, to enter into this Agreement as successor Master
Servicer, and to agree to be bound by the terms hereof, within 45 days after the
receipt of notice of termination by the terminated Master Servicer. The Trustee
shall solicit bids on the basis of both: (i) such successor Master Servicer (x)
retaining all existing Sub-Servicers to continue the primary servicing of the
Serviced Mortgage Loans pursuant to the terms of the respective Sub-Servicing
Agreements and (y) entering into a Sub-Servicing Agreement with the terminated
Master Servicer under which the terminated Master Servicer would sub-service
each of the Serviced Mortgage Loans not then subject to a Sub-Servicing
Agreement at a sub-servicing fee rate per annum equal to the related Master
Servicing Fee Rate minus, in the case of each Trust Mortgage Loan serviced,
0.01% per annum (each, a "Servicing-Retained Bid"); and (ii) terminating each
existing Sub-Servicing Agreement and Sub-Servicer that it is permitted to
terminate in accordance with Section 3.22 (each, a "Servicing-Released Bid").
The Trustee shall select the Qualified Bidder with the highest cash
Servicing-Retained Bid (or, if none, the highest cash Servicing Released Bid)
(the "Successful Bidder") to act as successor Master Servicer hereunder. The
Trustee shall direct the Successful Bidder to enter into this Agreement as
successor Master Servicer pursuant to the terms hereof (and, if the successful
bid was a Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with
the terminated Master Servicer as contemplated above) no later than 45 days
after the receipt of notice of termination by the terminated Master Servicer.

          Upon the assignment and acceptance of the master servicing rights
hereunder to and by the Successful Bidder, the Trustee shall remit or cause to
be remitted (i) if the successful bid was a Servicing-Retained Bid, to the
terminated Master Servicer the amount of such cash bid received from the
Successful Bidder (net of "out-of-pocket" expenses incurred in connection with
obtaining such bid and transferring servicing) and (ii) if the successful bid
was a Servicing-Released Bid, to the Master Servicer and each terminated
Sub-Servicer its respective Bid Allocation.

          The terminated Master Servicer shall be responsible for all
out-of-pocket expenses incurred in connection with the attempt to sell its
rights to master service the Serviced Mortgage Loans and, to the extent
applicable, the Outside Serviced Trust Mortgage Loans, which expenses are not
reimbursed to the party that incurred such expenses pursuant to the preceding
paragraph.

          If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within 45 days after the terminated Master Servicer
received written notice of termination or no Successful Bidder was identified
within such 45-day period, then the terminated Master Servicer shall reimburse
the Trustee for all reasonable "out-of-pocket" expenses incurred by the Trustee
in connection


                                      -288-



with such bid process and the Trustee shall have no further obligations under
this Section 7.01(c). The Trustee thereafter may act or may select a successor
to act as Master Servicer hereunder in accordance with Section 7.02.

          (d) Notwithstanding Section 7.01(b) and Section 7.04, if any Event of
Default on the part of the Master Servicer occurs that: (1) affects a Serviced
Non-Trust Mortgage Loan Noteholder, and the Master Servicer is not otherwise
terminated in accordance with Section 7.01(b), then the Master Servicer may not
be terminated by or at the direction of the related Serviced Non-Trust Mortgage
Loan Noteholder, or (2) affects solely a Serviced Non-Trust Mortgage Loan
Noteholder, then the Master Servicer may not be terminated by the Trustee;
provided, however, in the case of (1) or (2), at the request of such affected
Serviced Non-Trust Mortgage Loan Noteholder, subject to the terms of the related
Co-Lender Agreement the Trustee shall require the Master Servicer to appoint,
within 30 days of the Trustee's request, a Sub-Servicer (or, if the related
Serviced Loan Combination is currently being sub-serviced, to replace, within 30
days of the Trustee's request, the then-current Sub-Servicer with a new
Sub-Servicer) with respect to the related Serviced Loan Combination. In
connection with the appointment of a Sub-Servicer in accordance with this
Section 7.01(d), the Master Servicer shall obtain, at its own expense, written
confirmation from each Rating Agency that such appointment will not result in an
Adverse Rating Event with respect to any Class of Certificates rated by such
Rating Agency. The related Sub-Servicing Agreement shall provide that any
Sub-Servicer appointed in accordance with this Section 7.01(d) shall be
responsible for all duties, and shall be entitled to all compensation, of the
Master Servicer under this Agreement with respect to the subject Serviced Loan
Combination, except that the Master Servicer shall be entitled to retain that
portion of the Master Servicing Fee for the Trust Mortgage Loan or REO Trust
Mortgage Loan included in the subject Serviced Loan Combination that accrues at
a rate equal to 0.01% per annum. Such Sub-Servicing Agreement shall also provide
that such Sub-Servicer shall agree to become the master servicer under a
separate servicing agreement (as contemplated by the related Co-Lender
Agreement) in the event that the subject Serviced Loan Combination is no longer
to be serviced and administered hereunder, which separate servicing agreement
shall contain servicing and administration, limitation of liability,
indemnification and servicing compensation provisions substantially similar to
the corresponding provisions of this Agreement, except for the fact that the
subject Serviced Loan Combination and the related Mortgaged Property shall be
the sole assets serviced and administered thereunder and the sole source of
funds thereunder. If any Sub-Servicer appointed in accordance with this Section
7.01(d) shall at any time resign or be terminated, then (subject to the related
Co-Lender Agreement) the Master Servicer shall be required to promptly appoint a
substitute Sub-Servicer, which appointment shall not result in an Adverse Rating
Event with respect to any Class of Certificates rated by any Rating Agency (as
evidenced in a writing obtained by the Master Servicer, at its own expense, from
each applicable Rating Agency). In the event that a successor Master Servicer is
acting hereunder and such successor Master Servicer desires to terminate the
Sub-Servicer appointed under this Section 7.01(d), the terminated Master
Servicer that was responsible for the Event of Default that led to the
appointment of such Sub-Servicer shall be responsible for all costs incurred in
connection with such termination, including the payment of any termination fee.

          Further notwithstanding Section 7.01(b) and Section 7.04, if any Event
of Default on the part of the Special Servicer occurs that affects a Serviced
Non-Trust Mortgage Loan Noteholder, and the Special Servicer is not otherwise
terminated in accordance with Section 7.01(b), then such Serviced Non-Trust
Mortgage Loan Noteholder may require the Trustee to terminate the duties and
obligations of the Special Servicer with respect to the related Serviced Loan
Combination only, but as to no other


                                      -289-



Serviced Mortgage Loan; and, in such event, subject to any applicable
consultation rights of any particular related Serviced Non-Trust Mortgage Loan
Noteholder under the related Co-Lender Agreement, the Controlling Class
Representative shall appoint in accordance with Section 6.09 (or, in the event
of the failure of the Controlling Class Representative to so appoint, the
Trustee shall appoint in accordance with Section 7.02), within 30 days of such
Serviced Non-Trust Mortgage Loan Noteholder's request, a replacement special
servicer with respect to the subject Serviced Loan Combination. In connection
with the appointment of a replacement special servicer with respect to the
subject Serviced Loan Combination at the request of a related Serviced Non-Trust
Mortgage Loan Noteholder in accordance with this Section 7.01(d), the Trustee
shall obtain written confirmation from each Rating Agency that such appointment
will not result in an Adverse Rating Event with respect to any Class of
Certificates rated by such Rating Agency (such rating confirmation to be an
expense of the terminated Special Servicer or, if not paid thereby, an expense
of the requesting Serviced Non-Trust Mortgage Loan Noteholder). Any replacement
special servicer appointed at the request of a Serviced Non-Trust Mortgage Loan
Noteholder in accordance with this Section 7.01(d) shall be responsible for all
duties, and shall be entitled to all compensation, of the Special Servicer under
this Agreement with respect to the subject Serviced Loan Combination. Any
replacement special servicer appointed at the request of a Serviced Non-Trust
Mortgage Loan Noteholder in accordance with this Section 7.01(d) hereby agrees
to become, upon request, the special servicer under a separate servicing
agreement (as contemplated by the related Co-Lender Agreement) in the event that
the subject Serviced Loan Combination is no longer to be serviced and
administered hereunder, which separate servicing agreement shall contain
servicing and administration, limitation of liability, indemnification and
servicing compensation provisions substantially similar to the corresponding
provisions of this Agreement, except for the fact that the subject Serviced Loan
Combination and the related Mortgaged Property shall be the sole assets serviced
and administered thereunder and the sole source of funds thereunder. If any
replacement special servicer appointed at the request of a Serviced Non-Trust
Mortgage Loan Noteholder in accordance with this Section 7.01(d) shall at any
time resign or be terminated, then (subject to any applicable consultation
rights of any particular related Serviced Non-Trust Mortgage Loan Noteholder
under the related Co-Lender Agreement) the appropriate party in accordance with
Section 6.09 (or the Trustee in accordance with Section 7.02, if such party
fails to do so) shall be required to promptly appoint a substitute replacement
special servicer, which appointment shall not result in an Adverse Rating Event
(as evidenced in writing by each Rating Agency) with respect to any Class of
Certificates.

          In no event shall any waiver of an Event of Default pursuant to
Section 7.04 affect the rights of any Serviced Non-Trust Mortgage Loan
Noteholder under this Section 7.01(d).

          (e) If a replacement special servicer is appointed with respect to a
Serviced Loan Combination at the request of a related Serviced Non-Trust
Mortgage Loan Noteholder in accordance with Section 7.01(d) or, solely in the
case of the 500 West Madison Loan Combination, by the related 500 West Madison
Note B Non-Trust Mortgage Loan Noteholder in accordance with Section 6.09(d)
(any such replacement special servicer, a "Loan Combination-Specific Special
Servicer"), such that there are multiple parties acting as Special Servicer
hereunder, then, unless the context clearly requires otherwise: (i) when used in
the context of imposing duties and obligations on the Special Servicer hereunder
or the performance of such duties and obligations, the term "Special Servicer"
shall mean the related Loan Combination-Specific Special Servicer, insofar as
such duties and obligations relate to a Serviced Loan Combination as to which a
Loan Combination-Specific Special Servicer has been appointed, and shall mean
the General Special Servicer (as defined below), in all other cases (provided
that, in Section 3.13, Section 3.14 and Section 3.15, the term "Special
Servicer" shall mean each of the


                                      -290-



Loan Combination-Specific Special Servicer(s) and the General Special Servicer);
(ii) when used in the context of identifying the recipient of any information,
funds, documents, instruments and/or other items, the term "Special Servicer"
shall mean the related Loan Combination-Specific Special Servicer, insofar as
such information, funds, documents, instruments and/or other items relate to a
Serviced Loan Combination as to which a Loan Combination-Specific Special
Servicer has been appointed, and shall mean the General Special Servicer, in all
other cases; (iii) when used in the context of granting the Special Servicer the
right to purchase Specially Serviced Trust Mortgage Loans pursuant to Section
3.18, the term "Special Servicer" shall mean the related Loan
Combination-Specific Special Servicer, if such Specially Serviced Trust Mortgage
Loan is a Serviced Combination Trust Mortgage Loan as to which a Loan
Combination-Specific Special Servicer has been appointed, and shall mean the
General Special Servicer, in all other cases; (iv) when used in the context of
granting the Special Servicer the right to purchase all of the Trust Mortgage
Loans and any REO Properties remaining in the Trust Fund pursuant to Section
9.01, the term "Special Servicer" shall mean the General Special Servicer only;
(v) when used in the context of the Special Servicer being replaced, pursuant to
Section 6.09, by the Majority Controlling Class Certificateholder(s), the term
"Special Servicer" shall mean the General Special Servicer or any Loan
Combination-Specific Special Servicer, as applicable (provided that no Loan
Combination-Specific Special Servicer can be succeeded by a Person that itself
had been replaced, pursuant to Section 7.01(d), as the Special Servicer with
respect to the subject Serviced Loan Combination; and provided, further, that,
unless a Serviced Loan Combination Change of Control Event has occurred and is
continuing with respect to the 500 West Madison Loan Combination, the Majority
Controlling Class Certificateholder(s) may not, in accordance with Section 6.09,
terminate or replace a Loan Combination-Specific Special Servicer with respect
to the 500 West Madison Loan Combination that was appointed by the 500 West
Madison Note B Non-Trust Mortgage Loan Noteholder in accordance with Section
6.09); (vi) when used in the context of granting the Special Servicer any
protections, limitations on liability, immunities and/or indemnities hereunder,
the term "Special Servicer" shall mean each of the Loan Combination-Specific
Special Servicer(s) and the General Special Servicer; and (vii) when used in the
context of requiring indemnification from, imposing liability on, or exercising
any remedies against, the Special Servicer for any breach of a representation,
warranty or covenant hereunder or for any negligence, bad faith or willful
misconduct in the performance of duties and obligations hereunder or any
negligent disregard of such duties and obligations or otherwise holding the
Special Servicer responsible for any of the foregoing, the term "Special
Servicer" shall mean the related Loan Combination-Specific Special Servicer or
the General Special Servicer, as applicable. References in this Section 7.01(e)
to "General Special Servicer" means the Person performing the duties and
obligations of special servicer with respect to the Mortgage Pool (exclusive of
each Serviced Loan Combination as to which a Loan Combination-Specific Special
Servicer has been appointed).

          (f) If, pursuant to the terms of any Outside Servicing Agreement under
which any Outside Serviced Trust Mortgage Loan or Administered REO Property is
being serviced and/or administered, an Outside Servicer Default has occurred
with respect to an Outside Servicer under such Outside Servicing Agreement and
remains unremedied, then the Trustee may, if materially and adversely affected
in its capacity as holder of such Outside Serviced Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto, to the fullest extent
permitted by such Outside Servicing Agreement, either (i) waive such Outside
Servicer Default (but only if directed to do so in accordance with Section
7.04), or (ii) absent such waiver, direct the appropriate party under such
Outside Servicing Agreement to exercise such remedies thereunder regarding the
termination and replacement of, or the appointment of a new subservicer to
perform the duties of, the Outside Servicer as to which such Outsider Servicer
Default relates. In connection with the foregoing, the Trustee may


                                      -291-



(and, at the direction of the Controlling Class Representative or the Holders of
Certificates entitled to at least 25% of the Voting Rights, is required to)
exercise the rights set forth in clause (ii) of the preceding sentence as the
Holder of the subject Outside Serviced Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto; and, furthermore, if and to the extent
necessary, the Trustee shall contact and act with the other applicable Non-Trust
Mortgage Loan Noteholders in exercising such rights.

          SECTION 7.02. Trustee to Act; Appointment of Successor.

          On and after the time the Master Servicer or the Special Servicer
resigns pursuant to Section 6.04 or receives a notice of termination pursuant to
Section 7.01, the Trustee shall, unless and until a successor is appointed
pursuant to Section 6.04, Section 6.09, Section 7.01(c) or Section 7.01(d), be
the successor in all respects to the Master Servicer or the Special Servicer, as
the case may be, in its capacity as such under this Agreement and the
transactions set forth or provided for herein and shall have all (and the former
Master Servicer or the Special Servicer, as the case may be, shall cease to have
any) of the responsibilities, duties and liabilities of the Master Servicer or
the Special Servicer, as the case may be, arising thereafter, including, if the
Master Servicer is the resigning or terminated party, the Master Servicer's
obligation to make P&I Advances, including in connection with any termination of
the Master Servicer for an Event of Default described in clause 7.01(a)(iii),
the unmade P&I Advances that gave rise to such Event of Default; provided that
any failure to perform such duties or responsibilities caused by the Master
Servicer's or the Special Servicer's, as the case may be, failure to provide
information or monies required by Section 7.01 shall not be considered a default
by the Trustee hereunder. The Trustee shall not be liable for any of the
representations and warranties of the resigning or terminated party or for any
losses incurred by the resigning or terminated party pursuant to Section 3.06
hereunder nor shall the Trustee be required to purchase any Mortgage Loan
hereunder. As compensation therefor, subject to the last sentence of the second
paragraph of Section 3.11(c), the Trustee shall be entitled to all fees and
other compensation which the resigning or terminated party would have been
entitled to if the resigning or terminated party had continued to act hereunder.

          Notwithstanding the above, the Trustee may, if it shall be unwilling
to so act as either Master Servicer or Special Servicer, as the case may be, or
shall, if it is unable to so act as either Master Servicer or Special Servicer,
as the case may be, or if the Trustee is not approved as a master servicer or a
special servicer, as the case may be, by any of the Rating Agencies, or if the
Holders of Certificates entitled to a majority of the Voting Rights so request
in writing to the Trustee, promptly appoint (subject, in the case of a resigning
or terminated Special Servicer, to any applicable consultation rights of any
particular related Serviced Non-Trust Mortgage Loan Noteholder(s) under the
related Co-Lender Agreement), or petition a court of competent jurisdiction to
appoint, any established mortgage loan servicing institution as the successor to
the resigning or terminated Master Servicer or the Special Servicer, as the case
may be, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the resigning or terminated Master Servicer or the
Special Servicer, as the case may be, hereunder; provided, however, that no such
appointee shall succeed to the rights and obligations of the Master Servicer or
Special Servicer hereunder unless (i) as confirmed in writing by each Rating
Agency, such succession will not result in an Adverse Rating Event with respect
to any Class of Certificates rated by such Rating Agency, and (ii) such
appointee makes the applicable representations and warranties set forth in
Section 3.23 or Section 3.24, as applicable; and provided, further, that in the
case of a resigning or terminated Special Servicer, such appointment shall be
subject to the rights of the Majority Controlling Class Certificateholder(s) to
designate a successor pursuant to Section 6.09. No


                                      -292-



appointment of a successor to the Master Servicer or the Special Servicer
hereunder shall be effective until the assumption by the successor to such party
of all its responsibilities, duties and liabilities under this Agreement.
Pending appointment of a successor to the Master Servicer or the Special
Servicer hereunder, the Trustee shall act in such capacity as hereinabove
provided. In connection with any such appointment and assumption described
herein, the Trustee may make such arrangements for the compensation of such
successor out of payments on the Serviced Mortgage Loans and the Administered
REO Properties as it and such successor shall agree, subject to the terms of
this Agreement and/or the related Co-Lender Agreement limiting the use of funds
received in respect of a Serviced Loan Combination to matters related to such
Loan Combination; provided, however, that no such compensation shall be in
excess of that permitted the resigning or terminated party hereunder. Such
successor and the other parties hereto shall take such action, consistent with
this Agreement, as shall be necessary to effectuate any such succession.

          SECTION 7.03. Notification to Certificateholders.

          (a) Upon any resignation of the Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of the Master Servicer or the
Special Servicer pursuant to Section 7.01, any appointment of a successor to the
Master Servicer or the Special Servicer pursuant to Section 7.02 or the
effectiveness of any designation of a new Special Servicer pursuant to Section
6.09, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register and to each
Serviced Non-Trust Mortgage Loan Noteholder.

          (b) Not later than 10 days after a Responsible Officer of the Trustee
has notice of the occurrence of any event which constitutes or, with notice or
lapse of time or both, would constitute an Event of Default or an Outside
Servicer Default, the Trustee shall transmit by mail to the Depositor, all the
Certificateholders and the Rating Agencies notice of such occurrence, unless
such default shall have been cured.

          SECTION 7.04. Waiver of Events of Default and Outsider Servicer
                        Defaults.

          The Holders representing at least 66-2/3% of the Voting Rights
allocated to each Class of Certificates affected by any Event of Default
hereunder or any Outside Servicer Default under an Outside Servicing Agreement
may waive such Event of Default or, to the extent it is permitted to do so under
the applicable Outside Servicing Agreement, such Outside Servicer Default, as
the case may be; provided, however, that an Event of Default under any of
clauses (i), (ii), (iii), (x), (xi) and (xii) of Section 7.01(a) or any
comparable Outside Servicer Default may be waived only by all of the
Certificateholders of the affected Classes. Upon any such waiver of an Event of
Default or an Outside Servicer Default, such Event of Default or, to the extent
it is in fact waived under the applicable Outside Servicing Agreement, such
Event of Default or such Outside Servicer Default, as the case may be, shall
cease to exist and shall be deemed to have been remedied for every purpose
hereunder (except as otherwise provided in Section 7.01(d)). No such waiver
shall extend to any subsequent or other Event of Default or Outside Servicer
Default, as the case may be, or impair any right consequent thereon except to
the extent expressly so waived. Notwithstanding any other provisions of this
Agreement, for purposes of waiving any Event of Default or Outside Servicer
Default pursuant to this Section 7.04, Certificates registered in the name of
the Depositor or any Affiliate of the Depositor shall be entitled to Voting
Rights with respect to the matters described above.


                                      -293-



          SECTION 7.05. Additional Remedies of Trustee Upon Event of Default or
                        Outside Servicer Default.

          During the continuance of any Event of Default or Outside Servicer
Default that shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name and as
trustee of an express trust and on behalf of any Serviced Non-Trust Mortgage
Loan Noteholder, to take all actions now or hereafter existing at law, in equity
or by statute to enforce its rights and remedies and to protect the interests,
and enforce the rights and remedies, of the Certificateholders and the Serviced
Non-Trust Mortgage Loan Noteholders (including the institution and prosecution
of all judicial, administrative and other proceedings and the filings of proofs
of claim and debt in connection therewith). Except as otherwise expressly
provided in this Agreement, no remedy provided for by this Agreement shall be
exclusive of any other remedy, and each and every remedy shall be cumulative and
in addition to any other remedy, and no delay or omission to exercise any right
or remedy shall impair any such right or remedy or shall be deemed to be a
waiver of any Event of Default or Outside Servicer Default.


                                      -294-



                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

          SECTION 8.01. Duties of Trustee.

          (a) The Trustee, prior to the occurrence of an Event of Default or an
Outside Servicer Default and after the curing or waiver of all Events of Default
and all Outside Servicer Defaults that may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. If an Event of Default or an Outside Servicer Default occurs and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Agreement, and use the same degree of care and skill in their
exercise as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs; provided that if the Trustee is acting as Master
Servicer or Special Servicer, it shall act in accordance with the Servicing
Standard. Any permissive right of the Trustee contained in this Agreement shall
not be construed as a duty.

          (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall take such action as it deems appropriate to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer, and accepted by the Trustee in good faith,
pursuant to this Agreement.

          (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:

               (i) Prior to the occurrence of an Event of Default or an Outside
     Servicer Default, and after the curing of all such Events of Default and
     all such Outside Servicer Defaults that may have occurred, the duties and
     obligations of the Trustee shall be determined solely by the express
     provisions of this Agreement, the Trustee shall not be liable except for
     the performance of such duties and obligations as are specifically set
     forth in this Agreement, no implied covenants or obligations shall be read
     into this Agreement against the Trustee and, in the absence of bad faith on
     the part of the Trustee, the Trustee may conclusively rely, as to the truth
     of the statements and the correctness of the opinions expressed therein,
     upon any certificates or opinions furnished to the Trustee and conforming
     to the requirements of this Agreement;

               (ii) The Trustee shall not be personally liable for an error of
     judgment made in good faith by a Responsible Officer or Responsible
     Officers of the Trustee, unless it shall be proved that the Trustee was
     negligent in ascertaining the pertinent facts;

               (iii) The Trustee shall not be personally liable with respect to
     any action taken, suffered or omitted to be taken by it in good faith in
     accordance with the terms of this


                                      -295-



     Agreement and the direction of the Controlling Class or Holders of
     Certificates entitled to at least 25% of the Voting Rights, relating to the
     time, method and place of conducting any proceeding for any remedy
     available to the Trustee, or exercising any trust or power conferred upon
     the Trustee, under this Agreement or, as holder of an Outside Serviced
     Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with respect
     thereto), under an Outside Servicing Agreement, as the case may be; and

               (iv) The protections, immunities and indemnities afforded to the
     Trustee hereunder shall also be available to it in its capacity as
     Authenticating Agent, Certificate Registrar, Tax Administrator and
     Custodian.

          SECTION 8.02. Certain Matters Affecting Trustee.

          Except as otherwise provided in Section 8.01 and Article X:

               (i) the Trustee may rely upon and shall be protected in acting or
     refraining from acting upon any resolution, Officer's Certificate,
     certificate of auditors or any other certificate, statement, instrument,
     opinion, report, notice, request, consent, order, appraisal, bond or other
     paper or document reasonably believed by it to be genuine and to have been
     signed or presented by the proper party or parties;

               (ii) the Trustee may consult with counsel and the written advice
     of such counsel or any Opinion of Counsel shall be full and complete
     authorization and protection in respect of any action taken or suffered or
     omitted by it hereunder in good faith and in accordance therewith;

               (iii) the Trustee shall be under no obligation to exercise any of
     the trusts or powers vested in it by this Agreement or to make any
     investigation of matters arising hereunder or, except as provided in
     Section 10.01 or 10.02, to institute, conduct or defend any litigation
     hereunder or in relation hereto, at the request, order or direction of any
     of the Certificateholders, pursuant to the provisions of this Agreement,
     unless such Certificateholders shall have offered to the Trustee reasonable
     security or indemnity against the costs, expenses and liabilities which may
     be incurred therein or thereby; except as provided in Section 10.01 or
     10.02, the Trustee shall not be required to expend or risk its own funds or
     otherwise incur any financial liability in the performance of any of its
     duties hereunder, or in the exercise of any of its rights or powers, if it
     shall have reasonable grounds for believing that repayment of such funds or
     adequate indemnity against such risk or liability is not reasonably assured
     to it; nothing contained herein shall, however, relieve the Trustee of the
     obligation, upon the occurrence of an Event of Default or an Outside
     Servicer Default that has not been cured, to exercise such of the rights
     and powers vested in it by this Agreement, and to use the same degree of
     care and skill in their exercise as a prudent man would exercise or use
     under the circumstances in the conduct of his own affairs;

               (iv) the Trustee shall not be personally liable for any action
     reasonably taken, suffered or omitted by it in good faith and believed by
     it to be authorized or within the discretion or rights or powers conferred
     upon it by this Agreement;

               (v) prior to the occurrence of an Event of Default or an Outside
     Servicer Default, and after the curing of all Events of Default and all
     Outside Servicer Defaults that may


                                      -296-



     have occurred, and except as may be provided in Section 10.01 or 10.02, the
     Trustee shall not be bound to make any investigation into the facts or
     matters stated in any resolution, certificate, statement, instrument,
     opinion, report, notice, request, consent, order, approval, bond or other
     paper or document, unless requested in writing to do so by Holders of
     Certificates entitled to at least 25% of the Voting Rights; provided,
     however, that if the payment within a reasonable time to the Trustee of the
     costs, expenses or liabilities likely to be incurred by it in the making of
     such investigation is, in the opinion of the Trustee, not reasonably
     assured to the Trustee by the security afforded to it by the terms of this
     Agreement, the Trustee may require reasonable indemnity against such
     expense or liability as a condition to taking any such action;

               (vi) the Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     agents or attorneys; provided, however, that the Trustee shall remain
     responsible for all acts and omissions of such agents or attorneys within
     the scope of their employment to the same extent as it is responsible for
     its own actions and omissions hereunder; and

               (vii) the Trustee shall not be responsible for any act or
     omission of the Master Servicer or the Special Servicer (unless the Trustee
     is acting as Master Servicer or Special Servicer) or the Depositor.

          SECTION 8.03. Trustee and Fiscal Agent Not Liable for Validity or
                        Sufficiency of Certificates or Mortgage Loans.

          The recitals contained herein and in the Certificates, other than the
statements attributed to the Trustee and the Fiscal Agent in Article II and
Section 8.16 and Section 8.18 and the signature of the Certificate Registrar and
the Authenticating Agent set forth on each outstanding Certificate, shall not be
taken as the statements of the Trustee or the Fiscal Agent, and neither the
Trustee nor the Fiscal Agent shall assume any responsibility for their
correctness. Except as expressly set forth in Section 8.16 and 8.18, the Trustee
and the Fiscal Agent make no representations as to the validity or sufficiency
of this Agreement or of any Certificate (other than as to the signature of the
Trustee set forth thereon) or of any Mortgage Loan or related document. The
Trustee and the Fiscal Agent shall not be accountable for the use or application
by the Depositor of any of the Certificates issued to it or of the proceeds of
such Certificates, or for the use or application of any funds paid to the
Depositor in respect of the assignment of the Trust Mortgage Loans to the Trust
Fund, or any funds deposited in or withdrawn from a Custodial Account or any
other account by or on behalf of the Depositor, the Master Servicer or the
Special Servicer. The Trustee and the Fiscal Agent shall not be responsible for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Depositor, the
Master Servicer or the Special Servicer, and accepted by the Trustee in good
faith, pursuant to this Agreement.

          SECTION 8.04. Trustee and Fiscal Agent May Own Certificates.

          The Trustee, the Fiscal Agent or any agent of the Trustee or the
Fiscal Agent, in its individual or any other capacity, may become the owner or
pledgee of Certificates with (except as otherwise provided in the definition of
"Certificateholder") the same rights it would have if it were not the Trustee,
such Fiscal Agent or such agent, as the case may be.


                                      -297-



          SECTION 8.05. Fees and Expenses of Trustee; Indemnification of and
                        by Trustee.

          (a) On each Distribution Date, the Trustee shall withdraw from the
general funds on deposit in the Collection Account, prior to any distributions
to be made therefrom on such date, and pay to itself the Trustee Fee for such
Distribution Date and, to the extent not previously paid, for all prior
Distribution Dates, as compensation for all services rendered by the Trustee in
the execution of the trusts hereby created and in the exercise and performance
of any of the powers and duties of the Trustee hereunder. Except as otherwise
provided in Section 3.06, the Trustee Fees (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
shall constitute the Trustee's sole compensation for such services to be
rendered by it.

          (b) The Trustee and any director, officer, employee or agent of the
Trustee shall be entitled to be indemnified for and held harmless by the Trust
Fund out of the Pool Custodial Account and the Collection Account (and, to the
extent that a Serviced Loan Combination or any related REO Property is affected,
by the Trust Fund and/or the related Serviced Non-Trust Mortgage Loan
Noteholder(s) out of the related Loan Combination Custodial Account) against any
loss, liability or reasonable "out-of-pocket" expense (including costs and
expenses incurred in connection with removal of the Special Servicer and Master
Servicer pursuant to Sections 7.01 and 7.02, and costs and expenses of
litigation and of investigation, including counsel fees, damages, judgments and
amounts paid in settlement) arising out of, or incurred in connection with, this
Agreement or the Certificates (any such loss, liability or expense, a "Trustee
Liability"); provided that such loss, liability or expense constitutes an
"unanticipated expense" within the meaning of Treasury regulations section
1.860G-1(b)(3)(ii); and provided, further, that neither the Trustee nor any of
the other above specified Persons shall be entitled to indemnification pursuant
to this Section 8.05(b) for (1) any liability specifically required to be borne
thereby pursuant to the terms of this Agreement, or (2) any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of, or the negligent disregard of, the Trustee's obligations and
duties hereunder, or as may arise from a breach of any representation, warranty
or covenant of the Trustee made herein, or (3) any loss, liability or expense
that constitutes an Advance (the reimbursement of which has otherwise been
provided for herein) or allocable overhead. The provisions of this Section
8.05(b) and of Section 8.05(c) shall survive any resignation or removal of the
Trustee and appointment of a successor trustee.

          (c) If the Trustee Liability arises from the issuance or sale of the
Certificates and the indemnification provided for in Section 8.05(b) is invalid
or unenforceable, then the Trust Fund shall contribute to the amount paid or
payable by the Trustee as a result of such Trustee Liability in such proportion
as is appropriate to reflect the relative fault of any of the other parties on
the one hand and the Trustee on the other in connection with the actions or
omissions which resulted in such Trustee Liability, as well as any other
relevant equitable considerations.

          (d) The Trustee shall indemnify and hold harmless the Trust Fund
against any losses arising out of any errors made solely by the Trustee in
calculating distributions to be made hereunder and any other calculation or
reporting hereunder (in each case not attributable to information provided to
the Trustee by the Master Servicer or the Special Servicer); provided that such
loss arose by reason of willful misfeasance, bad faith or negligence on the part
of the Trustee. The provisions of this Section 8.05(d) shall survive any
resignation or removal of the Trustee and appointment of a successor trustee.


                                      -298-



          SECTION 8.06. Eligibility Requirements for Trustee.

          (a) The Trustee hereunder shall at all times be a bank, a trust
company, an association or a corporation organized and doing business under the
laws of the United States of America or any state thereof or the District of
Columbia, authorized under such laws to exercise trust powers, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state banking authority. If such bank, trust company,
association or corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this section the combined capital and
surplus of such bank, trust company, association or corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. The Trustee shall at all times maintain a long-term
unsecured debt rating of at least (a) "AA-" from S&P (or "A+" from S&P, if the
Trustee's short-term unsecured debt rating is at least "A-1" by S&P) and "AA-"
from Fitch, or (b) in the case of either Rating Agency, either (i) "A-" from S&P
and "A-" from Fitch, if a Fiscal Agent meeting the requirements of Section
8.17(a) is then currently acting in such capacity, or (ii) such other rating as
shall not result in an Adverse Rating Event with respect to any Class of
Certificates, as confirmed in writing by such Rating Agency. The Trustee shall
at all times satisfy the requirements of Section 26(a)(1) of the Investment
Company Act of 1940, as amended. The Trustee's acting in such capacity shall not
adversely affect the application of the Prohibited Transaction Exemption to the
Investment Grade Certificates. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 8.07;
provided that the Trustee shall not be required to resign due to the existence
of an affiliation described in the last sentence of this Section 8.06 until such
time as it has actual knowledge or receives written notice of the existence of
such affiliation; and provided, further, that if the Trustee shall cease to be
so eligible because its combined capital and surplus is no longer at least
$50,000,000 or its long-term unsecured debt rating no longer conforms to the
requirements of the immediately preceding sentence, and if the Trustee proposes
to the other parties hereto to enter into an agreement with (and reasonably
acceptable to) each of them, and if in light of such agreement the Trustee's
continuing to act in such capacity would not (as evidenced in writing by each
Rating Agency) cause an Adverse Rating Event with respect to any Class of
Certificates, then upon the execution and delivery of such agreement the Trustee
shall not be required to resign, and may continue in such capacity, for so long
as none of the ratings assigned by the Rating Agencies to the Certificates is
adversely affected thereby. The bank, trust company, corporation or association
serving as Trustee may have normal banking and trust relationships with the
Depositor, the Master Servicer, the Special Servicer and their respective
Affiliates. Notwithstanding the foregoing, except to the extent permitted or
required by Section 7.02, the Trustee shall not be an "affiliate" (as such term
is defined in Section III of PTE 2000-58) of the Master Servicer, the Special
Servicer, any Sub-Servicer, any Outside Servicer, the Depositor, or any obligor
with respect to Trust Mortgage Loans constituting more than 5% of the aggregate
unamortized principal balance of the Mortgage Pool as of the Closing Date or any
"affiliate" (as such term is defined in Section III of PTE 2000-58) of any such
Person.

          SECTION 8.07. Resignation and Removal of Trustee.

          (a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Master Servicer, the Special Servicer, all Certificateholders and all Serviced
Non-Trust Mortgage Loan Noteholders. Upon receiving such notice of resignation,
the Depositor shall promptly appoint a successor trustee acceptable to the
Depositor by


                                      -299-



written instrument, in duplicate, which instrument shall be delivered to the
resigning Trustee and to the successor trustee. A copy of such instrument shall
be delivered to the Master Servicer, the Special Servicer, the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders by the
Depositor. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

          (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or if
the Trustee shall fail (other than by reason of the failure of either the Master
Servicer or the Special Servicer to timely perform its obligations hereunder or
as a result of other circumstances beyond the Trustee's reasonable control) to
timely deliver or otherwise make available in accordance with this Agreement any
current or revised Distribution Date Statement, CMSA Loan Periodic Update File,
CMSA Property File, CMSA Financial File or other report or statement required by
Section 4.02 and such failure shall continue unremedied for a period of five
days after receipt of written notice by the Trustee of such failure, or if a tax
is imposed or threatened with respect to the Trust Fund by any state in which
the Trustee is located or in which it holds any portion of the Trust Fund, then
the Depositor may remove the Trustee and appoint a successor trustee acceptable
to the Depositor and the Master Servicer by written instrument, in duplicate,
which instrument shall be delivered to the Trustee so removed and to the
successor trustee. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer, the Certificateholders and the Serviced
Non-Trust Mortgage Loan Noteholders by the successor trustee so appointed.

          (c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered to the Master Servicer, one complete set to the Trustee so removed
and one complete set to the successor trustee so appointed. A copy of such
instrument shall be delivered to the Depositor, the Special Servicer, the
remaining Certificateholders and the Serviced Non-Trust Mortgage Loan
Noteholders by the successor trustee so appointed.

          (d) In the event that the Trustee is terminated or removed pursuant to
this Section 8.07, all of its and any corresponding Fiscal Agent's rights and
obligations under this Agreement and (as among the parties hereto) in and to the
Trust Mortgage Loans and the Serviced Non-Trust Mortgage Loans shall be
terminated, other than any rights or obligations that accrued prior to the date
of such termination or removal (including the right to receive all fees,
expenses and other amounts (including P&I Advances and any accrued interest
thereon) accrued or owing to it under this Agreement, with respect to periods
prior to the date of such termination or removal, and no termination without
cause shall be effective until the payment of such amounts to the Trustee and
such Fiscal Agent).

          (e) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.


                                      -300-



          SECTION 8.08. Successor Trustee.

          (a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the Master Servicer, the
Special Servicer and to the predecessor trustee an instrument accepting such
appointment hereunder and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The predecessor trustee
shall deliver to the successor trustee (at the expense of the Certificateholders
that effected the removal, if the Trustee has been removed in accordance with
Section 8.07(c) without cause or if such expenses are not paid by such
Certificateholders within 90 days after they are incurred, at the expense of the
Trust, provided that such Certificateholders shall remain liable to the Trust
for such expenses) all Mortgage Files and related documents and statements held
by it hereunder (other than any Mortgage Files at the time held on its behalf by
a third-party Custodian, which Custodian shall become the agent of the successor
trustee), and the Depositor, the Master Servicer, the Special Servicer and the
predecessor trustee shall execute and deliver such instruments and do such other
things as may reasonably be required to more fully and certainly vest and
confirm in the successor trustee all such rights, powers, duties and
obligations, and to enable the successor trustee to perform its obligations
hereunder.

          (b) No successor trustee shall accept appointment as provided in this
Section 8.08, unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06.

          (c) Upon acceptance of appointment by a successor trustee as provided
in this Section 8.08, such successor trustee shall mail notice of the succession
of such trustee hereunder to the Depositor, the Master Servicer, the Special
Servicer, the Certificateholders and the Serviced Non-Trust Mortgage Loan
Noteholders.

          SECTION 8.09. Merger or Consolidation of Trustee and Fiscal Agent.

          Any entity into which the Trustee or the Fiscal Agent may be merged or
converted, or with which the Trustee or the Fiscal Agent may be consolidated, or
any entity resulting from any merger, conversion or consolidation to which the
Trustee or the Fiscal Agent shall be a party, or any entity succeeding to the
corporate trust business of the Trustee, shall be the successor of the Trustee
or such Fiscal Agent, as the case may be, hereunder, provided such entity shall
be eligible under the provisions of Section 8.06 or Section 8.17, as applicable,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

          SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.

          (a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Trustee shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees,
of all or any part of the Trust Fund, and to vest in such Person or Persons, in
such capacity, such title to the Trust Fund, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations,
rights


                                      -301-



and trusts as the Master Servicer and the Trustee may consider necessary or
desirable. No co-trustee or separate trustee hereunder shall be required to meet
the terms of eligibility as a successor trustee under Section 8.06 hereunder and
no notice to Holders of Certificates of the appointment of co-trustee(s) or
separate trustee(s) shall be required under Section 8.08 hereof.

          (b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer or the Special Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.

          (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

          (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall cease to exist, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts vested
therein pursuant to the applicable instrument of appointment and this Section
8.10, shall vest in and be exercised by the Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee.

          (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

          SECTION 8.11. Appointment of Custodians.

          The Trustee may appoint at the Trustee's expense one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution supervised and
regulated by a federal or state banking authority, shall have combined capital
and surplus of at least $10,000,000, shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File and shall not be the Depositor,
any Mortgage Loan Seller or any Affiliate of any of them. Neither the Master
Servicer nor the Special Servicer shall have any duty to verify that any such
Custodian is qualified to act as such in accordance with the preceding sentence.
The Trustee may enter into agreements to appoint a Custodian which is not the
Trustee, provided that such agreement: (i) is consistent with this Agreement in
all material respects and requires the Custodian to comply with all of the
applicable conditions of this Agreement; (ii) provides that if the Trustee shall
for any reason no


                                      -302-



longer act in the capacity of Trustee hereunder, the successor trustee or its
designee may thereupon assume all of the rights and, except to the extent they
arose prior to the date of assumption, obligations of the Custodian under such
agreement or, alternatively, may terminate such agreement without cause and
without payment of any penalty or termination fee; and (iii) may provide that
the related Custodian will be entitled to be indemnified out of the assets of
the Trust Fund in connection with losses arising from the performance by such
Custodian of its duties in accordance with the provisions of the related
custodial agreement if and to the extent such indemnification would be permitted
under Section 8.05(b) with respect to agents of the Trustee. The appointment of
one or more Custodians shall not relieve the Trustee from any of its obligations
hereunder, and the Trustee shall remain responsible for all acts and omissions
of any Custodian. In the absence of any other Person appointed in accordance
herewith acting as Custodian, the Trustee agrees to act in such capacity in
accordance with the terms hereof. Notwithstanding anything herein to the
contrary, if the Trustee is no longer the Custodian, any provision or
requirement herein requiring notice or any information or documentation to be
provided to the Custodian shall be construed to require that such notice,
information or documents also be provided to the Trustee. Any Custodian
hereunder shall at all times maintain a fidelity bond and errors and omissions
policy in amounts customary for custodians performing duties similar to those
set forth in this Agreement and, in any event, satisfying the same requirements
(including as to the insurer) as are applicable to any such bond or policy
required to be maintained by the Master Servicer pursuant to Section 3.07. Any
engagement of a third party to act as Custodian with respect to the Mortgage
File or any portion thereof with respect to a Serviced Loan Combination shall be
subject to any relevant provisions of the related Co-Lender Agreement.

          SECTION 8.12. Appointment of Authenticating Agents.

          (a) The Trustee may appoint at the Trustee's expense an Authenticating
Agent, which shall be authorized to act on behalf of the Trustee in
authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, with the obligations
and responsibilities herein. Each Authenticating Agent must be organized and
doing business under the laws of the United States of America or of any State,
authorized under such laws to carry on a trust business, have a combined capital
and surplus of at least $15,000,000, and be subject to supervision or
examination by federal or state authorities. Each Authenticating Agent shall be
subject to the same obligations, standard of care, protection and indemnities as
would be imposed on, or would protect, the Trustee hereunder. The appointment of
an Authenticating Agent shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible and liable for
all acts and omissions of the Authenticating Agent. In the absence of any other
Person appointed in accordance herewith acting as Authenticating Agent, the
Trustee hereby agrees to act in such capacity in accordance with the terms
hereof. Notwithstanding anything herein to the contrary, if the Trustee is no
longer the Authenticating Agent, any provision or requirement herein requiring
notice or any information or documentation to be provided to the Authenticating
Agent shall be construed to require that such notice, information or
documentation also be provided to the Trustee.

          (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent


                                      -303-



without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.

          (c) Any Authenticating Agent appointed in accordance with this Section
8.12 may at any time resign by giving at least 30 days' advance written notice
of resignation to the Trustee, the Certificate Registrar, the Master Servicer,
the Special Servicer and the Depositor. The Trustee may at any time terminate
the agency of any Authenticating Agent appointed in accordance with this Section
8.12 by giving written notice of termination to such Authenticating Agent, the
Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a
notice of such a resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.12, the Trustee may appoint a successor
Authenticating Agent, in which case the Trustee shall give written notice of
such appointment to the Master Servicer, the Certificate Registrar and the
Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.12. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent.

          SECTION 8.13. Appointment of Tax Administrators.

          (a) The Trustee may appoint at the Trustee's expense any Person with
appropriate tax-related experience to act as Tax Administrator hereunder;
provided that, in the absence of any other Person appointed in accordance
herewith acting as Tax Administrator, the Trustee agrees to act in such capacity
in accordance with the terms hereof. The appointment of a Tax Administrator
shall not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible for all acts and omissions of the Tax
Administrator. The Trustee shall cause any such Tax Administrator appointed by
it to execute and deliver to the Trustee an instrument in which such Tax
Administrator shall agree to act in such capacity, with the obligations and
responsibilities herein.

          (b) Any Person into which any Tax Administrator may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Tax Administrator shall be a
party, or any Person succeeding to the corporate agency business of any Tax
Administrator, shall continue to be the Tax Administrator without the execution
or filing of any paper or any further act on the part of the Trustee or the Tax
Administrator.

          (c) Any Tax Administrator appointed in accordance with this Section
8.13 may at any time resign by giving at least 30 days' advance written notice
of resignation to the Trustee, the Certificate Registrar, the Master Servicer,
the Special Servicer and the Depositor. The Trustee may at any time terminate
the agency of any Tax Administrator appointed in accordance with this Section
8.13 by giving written notice of termination to such Tax Administrator, the
Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a
notice of such a resignation or upon such a termination, or in case at any time
any Tax Administrator shall cease to be eligible in accordance with the
provisions of this Section 8.13, the Trustee may appoint a successor Tax
Administrator, in which case the Trustee shall give written notice of such
appointment to the Master Servicer, the Special Servicer and the Depositor and
shall mail notice of such appointment to all Holders of Certificates; provided,
however, that no successor Tax Administrator shall be appointed unless eligible
under the provisions of this


                                      -304-



Section 8.13. Any successor Tax Administrator upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Tax Administrator.

          SECTION 8.14. Access to Certain Information.

          (a) The Trustee shall afford to the Master Servicer, the Special
Servicer and the Depositor, and to the OTS, the FDIC and any other banking or
insurance regulatory authority that may exercise authority over any
Certificateholder or Certificate Owner, access to any documentation regarding
the Trust Mortgage Loans within its control that may be required to be provided
by this Agreement or by applicable law. Such access shall be afforded without
charge but only upon reasonable prior written request and during normal business
hours at the offices of the Trustee designated by it.

          (b) The Trustee shall maintain in its possession and, upon reasonable
prior written request and during normal business hours, shall make available at
its offices for review by the Depositor, the Rating Agencies, the Serviced
Non-Trust Mortgage Loan Noteholders and their respective designees, the
Controlling Class Representative and, subject to the succeeding paragraph, any
Certificateholder, Certificate Owner or Person identified to the Trustee as a
prospective Transferee of a Certificate or an interest therein, originals and/or
copies of the following items: (i) the Prospectus, any private placement
memorandum and any other disclosure document relating to the Certificates, in
the form most recently provided to the Trustee by the Depositor or by any Person
designated by the Depositor; (ii) this Agreement, each Sub-Servicing Agreement
delivered to the Trustee since the Closing Date and any amendments hereto or
thereto; (iii) all Certificateholder Reports made available to
Certificateholders pursuant to Section 4.02(a) since the Closing Date; (iv) all
Annual Performance Certifications delivered by the Master Servicer and the
Special Servicer, respectively, to the Trustee since the Closing Date; (v) all
Annual Accountants' Reports caused to be delivered by or on behalf of the Master
Servicer and the Special Servicer, respectively, to the Trustee since the
Closing Date; (vi) any and all notices and reports delivered to the Trustee with
respect to any Mortgaged Property as to which the environmental testing
contemplated by Section 3.09(c) revealed that either of the conditions set forth
in clauses (i) and (ii) of the first sentence thereof was not satisfied; (vii)
each of the Mortgage Files, including any and all modifications, extensions,
waivers and amendments of the terms of a Trust Mortgage Loan or Serviced
Non-Trust Mortgage Loan entered into or consented to by the Special Servicer and
delivered to the Trustee pursuant to Section 3.20; (viii) the most recent
appraisal for each Mortgaged Property and REO Property that has been delivered
to the Trustee (each appraisal obtained hereunder with respect to any Mortgaged
Property or REO Property to be delivered to the Trustee by the Master Servicer
or Special Servicer, as applicable, promptly following its having been
obtained); (ix) any and all Officer's Certificates and other evidence delivered
to or by the Trustee to support its, the Master Servicer's, the Special
Servicer's or the Fiscal Agent's, as the case may be, determination that any
Advance was (or, if made, would be) a Nonrecoverable Advance; (x) any and all
information provided to the Trustee pursuant to Section 6.11(a) or Section
6.12(a); (xi) any exception report prepared by the Trustee pursuant to Section
2.02(b); (xii) all notices of a breach of representation and warranty given by
or received by the Trustee with respect to any party hereto; (xiii) any
Officer's Certificate delivered to the Trustee by the Special Servicer in
connection with a Final Recovery Determination pursuant to Section 3.09(h); and
(xiv) any and all reports, statements and other written or electronic
information relating to an Outside Serviced Trust Mortgage Loan, the related
Mortgaged Property and/or the borrower under such related Outside Serviced Trust
Mortgage Loan, to the extent such items were received by the Master Servicer
from a related Outside Servicer or the related Outside


                                      -305-



Trustee and delivered to the Trustee since the Closing Date. The Trustee shall
provide copies of any and all of the foregoing items upon written request of any
of the parties set forth in the previous sentence; however, except in the case
of the Rating Agencies, the Trustee shall be permitted to require payment of a
sum sufficient to cover the reasonable costs and expenses of providing such
copies. Upon the reasonable request of any Certificateholder, or any Certificate
Owner identified to the Trustee to the Trustee's reasonable satisfaction, the
Trustee shall request from the Master Servicer copies (at the expense of such
Certificateholder or Certificate Owner if the Master Servicer or Special
Servicer charges a fee to cover the reasonable cost of making such copies
available) of any inspection reports prepared by the Master Servicer or the
Special Servicer, copies of any operating statements, rent rolls and financial
statements obtained by the Master Servicer or the Special Servicer and copies of
any CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets
prepared by the Master Servicer or the Special Servicer; and, upon receipt, the
Trustee shall make such items available to the requesting Certificateholder or
Certificate Owner.

          In connection with providing access to or copies of the items
described in the preceding paragraph, the Trustee shall require: (i) in the case
of Certificateholders and Certificate Owners, a written confirmation executed by
the requesting Person substantially in the form of Exhibit L-1 (or in such other
form as may be reasonably acceptable to the Trustee) generally to the effect
that such Person is a Certificateholder or a beneficial holder of Book-Entry
Certificates and will keep such information confidential (except that such
Certificateholder or Certificate Owner may provide such information to any other
Person that holds or is contemplating the purchase of any Certificate or
interest therein, provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential); and (ii) in the case of a prospective purchaser of a
Certificate or an interest therein, confirmation executed by the requesting
Person substantially in the form of Exhibit L-2 (or in such other form as may be
reasonably acceptable to the Trustee) generally to the effect that such Person
is a prospective purchaser of a Certificate or an interest therein, is
requesting the information for use in evaluating a possible investment in
Certificates and will otherwise keep such information confidential.

          (c) The Trustee shall not be liable for providing or disseminating
information in accordance with Section 8.14(a) or (b).

          SECTION 8.15. Reports to the Securities and Exchange Commission and
                        Related Reports.

          (a) With respect to the Trust's fiscal year 2005 (and with respect to
any subsequent fiscal year for the Trust, if as of the beginning of such
subsequent fiscal year the Registered Certificates are held in the aggregate by
at least 300 holders, which may consist of (x) in the case of Registered
Certificates held in definitive form, direct Holders of such Definitive
Certificates, and/or (y) in the case of Registered Certificates held in
book-entry form through the Depository, Depository Participants having accounts
with the Depository), the Trustee shall:

               (i) during such fiscal year, in accordance with the Exchange Act,
     the rules and regulations promulgated thereunder, applicable releases and
     "no-action letters" issued by the Commission, prepare for filing, execute
     and properly and timely file with the Commission with respect to the Trust,
     (A) a Current Report on Form 8-K with copies of the Distribution Date
     Statements (exclusive of the CMSA Bond Level File and the CMSA Collateral
     Summary File)


                                      -306-



     and, to the extent delivered to the Trustee, such other servicing
     information identified by the Master Servicer or the Special Servicer, in
     writing, to be filed with the Commission (such other servicing information,
     the "Additional Designated Servicing Information") and (B) upon direction
     of the Depositor, a Current Report on Form 8-K regarding and disclosing (I)
     those events specified under Section 8.15(b) (to the extent a Responsible
     Officer of the Trustee has actual knowledge of, or has been provided with
     written notice of, such event) and (II) any other events occurring with
     respect to the Trust that are required to be reported pursuant to Form 8-K
     (to the extent a Responsible Officer of the Trustee has actual knowledge
     of, or has been provided with written notice of, such event), in the case
     of (A) and (B), within the time periods specified under Form 8-K, the
     Exchange Act, the rules and regulations promulgated thereunder and
     applicable releases and "no-action letters"; provided that the Depositor
     shall cooperate with the Trustee to determine the applicable required time
     period;

               (ii) during such fiscal year, (A) monitor for and promptly notify
     the Depositor in writing of the occurrence or existence of any of the
     matters identified in Section 11.11(a), Section 8.15(b) and/or Section
     8.15(a)(i)(B)(II) (in each case to the extent that a Responsible Officer of
     the Trustee has actual knowledge thereof), and (B) promptly notify the
     Depositor in writing that the filing of a Current Report on Form 8-K may be
     required with respect to any of the matters under clause (A) above, and
     consult with the Depositor regarding whether to prepare and file a Current
     Report on Form 8-K under Section 8.15(a)(i)(B) above with respect to such
     matters (and the Trustee shall be entitled to rely on a written direction
     of the Depositor with regard to whether to make such filing); provided
     that, if the Depositor directs the Trustee to file a Current Report on Form
     8-K with respect to such matters, the Depositor shall cooperate with the
     Trustee in obtaining all necessary information in order to prepare such
     Current Report on Form 8-K and the Trustee will report any such matter in
     accordance with the Exchange Act, the rules and regulations promulgated
     thereunder and applicable releases and "no-action letters" issued by the
     Commission;

               (iii) at the reasonable request of, and in accordance with the
     reasonable directions of, the Certifying Party (as defined in Section
     8.15(d)), prepare for filing, execute and promptly file with the Commission
     an amendment to any Current Report on Form 8-K previously filed with the
     Commission with respect to the Trust; and

               (iv) within 90 days following the end of such fiscal year,
     prepare and properly and timely file with the Commission, with respect to
     the Trust, an Annual Report on Form 10-K, which complies in all material
     respects with the requirements of the Exchange Act, the rules and
     regulations promulgated thereunder and applicable "no-action letters"
     issued by the Commission;

provided that (x) the Trustee shall not have any responsibility to file any
items (other than those generated by it) that have not been received in a format
suitable (or readily convertible into a format suitable) for electronic filing
via the EDGAR system and shall not have any responsibility to convert any such
items to such format (other than those items generated by it or that are readily
convertible to such format) and (y) the Depositor shall be responsible for
preparing, executing and filing (via the EDGAR system within 15 days following
the Closing Date) a Current Report on Form 8-K reporting the establishment of
the Trust and whereby this Agreement is filed as an exhibit. Each of the other
parties to this Agreement shall deliver to the Trustee in the format required
(or readily convertible into the


                                      -307-



format required) for electronic filing via the EDGAR system, any and all items
(including, in the case of the Master Servicer and the Special Servicer, all
Additional Designated Servicing Information delivered to the Trustee)
contemplated to be filed with the Commission pursuant to this Section 8.15(a).

          All Current Reports on Form 8-K and Annual Reports on Form 10-K that
are to be filed with respect to the Trust pursuant to this Section 8.15(a)
(collectively, including the exhibits thereto, the "Exchange Act Reports"),
exclusive of the initial Current Report on Form 8-K contemplated by clause (y)
of the proviso to the first sentence of the preceding paragraph, which is to be
executed by the Depositor, are (together with the exhibits thereto) herein
referred to as the "Subsequent Exchange Act Reports". The Trustee shall have no
liability to the Certificateholders or the Trust with respect to any failure to
properly prepare or file any of the Subsequent Exchange Act Reports to the
extent that such failure is not the result of any negligence, bad faith or
willful misconduct on its part.

          (b) At all times during the Trust's fiscal year 2005 and, if as of the
beginning of any subsequent fiscal year for the Trust, the Registered
Certificates are held in the aggregate by at least 300 holders (which may
consist of (x) in the case of Registered Certificates held in definitive form,
direct Holders of such Definitive Certificates, and/or (y) in the case of
Registered Certificates held in book-entry form through the Depository,
Depository Participants having accounts with the Depository), at all times
during such subsequent fiscal year, the Trustee shall monitor for the occurrence
or existence of any of the following matters:

               (i) any failure of the Trustee to make any monthly distributions
     to the Holders of any Class of Certificates, which failure is not otherwise
     reflected in the Distribution Date Statements filed with the Commission or
     has not otherwise been reported to the Depositor pursuant to any other
     section of this Agreement;

               (ii) any acquisition or disposition by the Trust of a Trust
     Mortgage Loan or an REO Property (or, in the case of any Outside
     Administered REO Property, any interest therein), which acquisition or
     disposition has not otherwise been reflected in the Distribution Date
     Statements filed with the Commission or has not otherwise been reported to
     the Depositor pursuant to any other section of this Agreement;

               (iii) any other acquisition or disposition by the Trust of a
     significant amount of assets (other than Permitted Investments, Trust
     Mortgage Loans and REO Properties (or, in the case of any Outside
     Administered REO Property, any interest therein)), other than in the normal
     course of business, which acquisition or disposition has not otherwise been
     reflected in the Distribution Date Statements filed with the Commission or
     has not otherwise been reported to the Depositor pursuant to any other
     section of this Agreement;

               (iv) any change in the fiscal year of the Trust;

               (v) any legal proceedings of which the Trustee has knowledge,
     other than ordinary routine litigation incidental to the business of the
     Trust, to which the Trust (or any party to this Agreement on behalf of the
     Trust) is a party or of which any property included in the Trust Fund is
     subject, or any threat by a governmental authority to bring any such legal
     proceedings;


                                      -308-



               (vi) any event of bankruptcy, insolvency, readjustment of debt,
     marshalling of assets and liabilities, or similar proceedings in respect of
     or pertaining to the Trust or any party to this Agreement of which the
     Trustee has knowledge, or any actions by or on behalf of the Trust or any
     party to this Agreement indicating its bankruptcy, insolvency or inability
     to pay its obligations;

               (vii) any adverse change in the rating or ratings assigned to any
     Class of Certificates not otherwise reflected in the Distribution Date
     Statements filed with the Commission;

               (viii) any modifications to the rights of Certificateholders;

               (ix) any material impairment to the assets of the Trust Fund;

               (x) the entry into, modification of, and/or termination of, a
     material definitive agreement with respect to the Trust; and

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

provided that (1) the actual knowledge of a Responsible Officer of the Trustee
of any legal proceedings of which property included in the Trust Fund is subject
or of any legal proceedings threatened by a governmental authority is limited
(except where the Trustee received information regarding such proceeding from
the Master Servicer or the Special Servicer pursuant to the next paragraph) to
circumstances where it would be reasonable for the Trustee to identify such
property as an asset of, or as securing an asset of, the Trust or such
threatened proceedings as concerning the Trust and (2) no Responsible Officer of
the Trustee shall be deemed to have actual knowledge of the matters described in
clauses (vi), (vii), (ix) or (x) of this Section 8.15(b) unless (x) solely with
respect to clause (vi), any such matter occurred or related specifically to the
Trust or (y) with respect to clauses (vi), (vii), (ix) and (x) a Responsible
Officer was notified in a written instrument addressed to it or otherwise has
actual knowledge of such event.

          Further, each other party to this agreement shall promptly notify the
Trustee of the occurrence or existence of any of the forgoing matters in this
Section 8.15(b) of which a Servicing Officer (in the case of the Master Servicer
or the Special Servicer), a Responsible Officer (in the case of the Fiscal
Agent) or a senior officer (in the case of the Depositor) thereof has actual
knowledge; provided that the Master Servicer and/or the Special Servicer, as the
case may be, shall deliver a Supplemental Report to the Trustee as to any such
event as required under Section 3.12(c).

          (c) If as of the beginning of any fiscal year for the Trust (other
than fiscal year 2005), the Registered Certificates are held in the aggregate by
less than 300 holders (which may consist of (x) in the case of Registered
Certificates held in definitive form, direct Holders of such Definitive
Certificates, and/or (y) in the case of Registered Certificates held in
book-entry form through the Depository, Depository Participants having accounts
with the Depository), the Trustee shall, in accordance with the Exchange Act and
the rules and regulations promulgated thereunder, timely file a Form 15 with
respect to the Trust suspending all reporting requirements under the Exchange
Act and shall notify all parties to this Agreement in writing that a Form 15 has
been so filed.


                                      -309-



          (d) As and to the extent required by the Sarbanes-Oxley Act of 2002
(the "Sarbanes-Oxley Act") and the rules adopted by the Commission with respect
thereto, all Annual Reports on Form 10-K filed with the Commission shall include
such certification as complies in form and substance with the Sarbanes-Oxley Act
and the rules and regulations promulgated thereunder (such certification, the
"Sarbanes-Oxley Certification"; any party hereto whose officer is to sign, in
accordance with the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder, any Sarbanes-Oxley Certification with respect to the Trust, a
"Certifying Party"; and any officer who is to sign, in accordance with the
Sarbanes-Oxley Act and the rules and regulations promulgated thereunder, any
Sarbanes-Oxley Certification, a "Certifying Officer"). Upon request of either
Rating Agency, the Trustee shall deliver a copy of such Sarbanes-Oxley
Certification to such Rating Agency.

          (e) Any of the Depositor, the Trustee or the Master Servicer may be
the Certifying Party with respect to a Sarbanes-Oxley Certification filed as
part of an Annual Report on Form 10-K relating to the Trust; provided that no
officer of either the Trustee or the Master Servicer shall be responsible for
being the sole signatory of any Sarbanes-Oxley Certification to be filed in
connection with the Trust. In connection with the filing of any Annual Report on
Form 10-K with respect to the Trust as contemplated by Section 8.15(a), the
Certifying Party shall, no later than 10 days prior to the date on which the
Trustee has indicated its intention to file such report, cause its Certifying
Officer to execute and deliver to the Trustee, with respect to the Trust, for
filing with such Annual Report on Form 10-K, the Sarbanes-Oxley Certification
that is to be included as part of such Annual Report on Form 10-K.

          (f) No later than five (5) Business Days (or, in the case of an Annual
Report on Form 10-K, 20 days) prior to any filing of a Subsequent Exchange Act
Report that is to be made with respect to the Trust as contemplated by Section
8.15(a), the Trustee shall deliver a copy of such report, together with all
exhibits thereto, for review by the Depositor and the Special Servicer. Promptly
upon receipt of any such report and the accompanying exhibits, the Depositor and
the Special Servicer shall promptly (and in any event within two (2) Business
Days) review such report and the accompanying exhibits and notify the Trustee of
any material misstatements or omissions relating thereto that come to its
attention, which material misstatements or omissions the Trustee shall correct
(with written evidence of such correction to be sent to the Depositor, the
Master Servicer and the Special Servicer) prior to the filing of such report and
the accompanying exhibits.

          (g) No later than 10 days prior to the date on which the Trustee has
indicated its intention to file any Annual Report on Form 10-K with respect to
the Trust (but no earlier than March 20 of the year in which such Annual Report
on Form 10-K is to be filed), unless the Trustee is to be the Certifying Party,
the Trustee shall cause the appropriate officer of the Trustee (i.e., the
officer thereof that would have qualified as a Certifying Officer) to execute
and deliver to each Certifying Party and Certifying Officer a certification (a
"Trustee Backup Certification"), which Trustee Backup Certification shall be in
the form of Exhibit P attached hereto. The Trustee shall indemnify and hold
harmless each Certifying Party and Certifying Officer to whom it delivers any
Trustee Backup Certification for all losses, liabilities, claims, damages, costs
and expenses (including reasonable attorneys' fees and expenses) resulting from
a breach of any certification made in such Trustee Backup Certification, as well
as any other losses, claims, damages, costs and expenses (including reasonable
attorneys' fees and expenses) incurred by such Certifying Party or Certifying
Officer, as the case may be, in connection with the execution and delivery of
the subject Sarbanes-Oxley Certification resulting from the


                                      -310-



negligence, bad faith or willful misfeasance of the Trustee in connection with
the performance by the Trustee of its duties hereunder.

          (h) No later than 10 days prior to the date on which the Trustee has
indicated its intention to file any Annual Report on Form 10-K with respect to
the Trust (but no earlier than March 20 of the year in which such Annual Report
on Form 10-K is to be filed), unless the Master Servicer is to be the Certifying
Party, the Master Servicer shall cause the appropriate officer of the Master
Servicer (i.e., the officer thereof that would have qualified as a Certifying
Party) to execute and deliver to each Certifying Party and Certifying Officer a
certification (a "Master Servicer Backup Certification"), which Master Servicer
Backup Certification shall be in the form of Exhibit Q attached hereto and shall
cover all of the Trust Mortgage Loans and REO Properties (including the Outside
Serviced Trust Mortgage Loans and any Outside Administered REO Properties, to
the extent required in accordance with the penultimate paragraph of Exhibit Q).
In addition, within the time periods set forth in the related Co-Lender
Agreement (or, if no such time periods are set forth therein, by March 20 of any
calendar year in which any Annual Report on Form 10-K is to be filed with
respect to the related securitization trust), the Master Servicer shall execute
and deliver to the depositor, trustee and/or other certifying party and
certifying officer executing a Sarbanes-Oxley Certification in connection with
any public securitization of the 500 West Madison Note B Non-Trust Mortgage
Loan, a master servicer backup certification covering such Serviced Non-Trust
Mortgage Loan (and that may be relied on by each such party to which it is
delivered), which master servicer backup certification will be substantially
similar to the Master Servicer Backup Certification and will cover only the 500
West Madison Note B Non-Trust Mortgage Loan. The Master Servicer shall indemnify
and hold harmless each Certifying Party and Certifying Officer to whom it
delivers any Master Servicer Backup Certification for all losses, liabilities,
claims, damages, costs and expenses (including reasonable attorneys' fees and
expenses) resulting from a breach of any certification made in such Master
Servicer Backup Certification, as well as any other losses, claims, damages,
costs and expenses (including reasonable attorneys' fees and expenses) incurred
by such Certifying Party or Certifying Officer, as the case may be, in
connection with the execution and delivery of the subject Sarbanes-Oxley
Certification, in each case, resulting from the negligence, bad faith or willful
misfeasance of the Master Servicer in connection with the performance by the
Master Servicer of its duties hereunder.

          (i) No later than 10 days prior to the date on which the Trustee has
indicated its intention to file any Annual Report on Form 10-K (but no earlier
than March 20 of the year in which such Annual Report on From 10-K is to be
filed) with respect to the Trust, the Special Servicer shall cause the
appropriate officer of the Special Servicer (i.e., the officer thereof that
would have qualified as a Certifying Party) to execute and deliver to each
Certifying Party and Certifying Officer a certification (a "Special Servicer
Backup Certification"), which Special Servicer Backup Certification shall be in
the form of Exhibit R attached hereto and shall cover all of the Specially
Serviced Trust Mortgage Loans and Administered REO Properties (together with any
Outside Serviced Trust Mortgage Loan that is then specially serviced under the
related Outside Servicing Agreement or any Outside Administered REO Property, if
the Special Servicer is, is an Affiliate of, or receives a comparable
certification relating thereto from, the related Outside Special Servicer). In
addition, within the time periods set forth in the related Co-Lender Agreement
(or, if no such time periods are set forth therein, by March 20 of any calendar
year in which any Annual Report on Form 10-K is to be filed with respect to the
related securitization trust), the Special Servicer shall execute and deliver to
the depositor, trustee and/or other certifying party and certifying officer
executing a Sarbanes-Oxley Certification in connection with any public
securitization of 500 West Madison Note B Non-Trust Mortgage Loan, a special
servicer backup


                                      -311-



certification covering such Serviced Non-Trust Mortgage Loan (and that may be
relied on by each such party to which it is delivered), which special servicer
backup certification will be substantially similar to the Special Servicer
Backup Certification and will cover only the 500 West Madison Note B Non-Trust
Mortgage Loan. The Special Servicer shall indemnify and hold harmless each
Certifying Party and Certifying Officer to whom it delivers any Special Servicer
Backup Certification for all losses, liabilities, claims, damages, costs and
expenses (including reasonable attorneys' fees and expenses) resulting from a
breach of any certification made in such Special Servicer Backup Certification,
as well as any other losses, claims, damages, costs and expenses (including
reasonable attorneys' fees and expenses) incurred by such Certifying Party or
Certifying Officer, as the case may be, in connection with the execution and
delivery of the subject Sarbanes-Oxley Certification resulting from the
negligence, bad faith or willful misfeasance of the Special Servicer in
connection with the performance by the Special Servicer of its duties hereunder.

          (j) No later than 10 days prior to the date on which the Trustee has
indicated its intention to file the Annual Report on Form 10-K with respect to
the Trust for fiscal year 2005, unless the Depositor is to be the Certifying
Party, the Depositor shall cause an officer of the Depositor to execute and
deliver to each Certifying Party and Certifying Officer a certification (a
"Depositor Backup Certification"), which Depositor Backup Certification shall be
in a form mutually acceptable to the Certifying Party and the Depositor. The
Depositor shall indemnify and hold harmless each Certifying Party and Certifying
Officer to whom it delivers any Depositor Backup Certification for any and all
losses, liabilities, claims, damages, costs and expenses (including reasonable
attorneys' fees and expenses) incurred by such Certifying Party or Certifying
Officer resulting from a breach of any certification made in such Depositor
Backup Certification.

          (k) The respective parties hereto agree to cooperate with all
reasonable requests made by any Certifying Party or Certifying Officer in
connection with such Person's attempt to conduct any due diligence that such
Person reasonably believes to be appropriate in order to allow it to deliver any
Sarbanes-Oxley Certification or portion thereof with respect to the Trust.

          (l) Unless the other parties hereto receive written notice from the
Trustee to the contrary, the Trustee hereby certifies that it intends to file
any Annual Report on Form 10-K with respect to the Trust for any particular
fiscal year on the last Business Day that is not more than 90 days following the
end of such fiscal year. Unless an alternative time period is provided for in
this Agreement, the respective parties hereto shall deliver to the Trustee, not
more than 60 days following the end of such fiscal year, any items required to
be delivered by such party that are to be an exhibit to such Annual Report on
Form 10-K.

          (m) In the event the parties to this Agreement desire to further
clarify or amend any provision of this Section 8.15, this Agreement shall be
amended to reflect the new agreement between the parties covering matters in
this Section 8.15 pursuant to Section 11.01, which amendment shall not require
any Opinion of Counsel or Rating Agency confirmations or the consent of any
Certificateholder or any Serviced Non-Trust Mortgage Loan Noteholder; provided
that no such amendment shall diminish the filing requirements under this Section
8.15 on the part of the parties to this Agreement, as a collective whole, in
contravention of applicable law. In any event, references to Current Report on
Form 8-K and Annual Report on Form 10-K shall each be deemed to refer to any
replacement form adopted under applicable law to effect the filings with the
Commission contemplated by this Section 8.15.


                                      -312-



          SECTION 8.16. Representations and Warranties of Trustee.

          (a) The Trustee hereby represents and warrants to the Master Servicer,
the Special Servicer and the Depositor and for the benefit of the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of
the Closing Date, that:

               (i) The Trustee is a national banking association duly organized,
     validly existing and in good standing under the laws of the United States
     of America.

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

               (iii) Except to the extent that the laws of certain jurisdictions
     in which any part of the Trust Fund may be located require that a
     co-trustee or separate trustee be appointed to act with respect to such
     property as contemplated by Section 8.10, the Trustee has the full power
     and authority to enter into and consummate all transactions contemplated by
     this Agreement, has duly authorized the execution, delivery and performance
     of this Agreement, and has duly executed and delivered this Agreement.

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

               (v) The Trustee is not in violation of, and its execution and
     delivery of this Agreement and its performance and compliance with the
     terms of this Agreement, including, but not limited to, its responsibility
     to make P&I Advances if the Master Servicer fails to make a P&I Advance,
     will not constitute a violation of, any law, any order or decree of any
     court or arbiter, or any order, regulation or demand of any federal, state
     or local governmental or regulatory authority, which violation, in the
     Trustee's good faith and reasonable judgment, is likely to affect
     materially and adversely either the ability of the Trustee to perform its
     obligations under this Agreement or the financial condition of the Trustee.

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

               (vii) Any consent, approval, authorization or order of any court
     or governmental agency or body required for the execution, delivery and
     performance by the Trustee of or compliance by the Trustee with this
     Agreement, or the consummation of the


                                      -313-



     transactions contemplated by this Agreement, has been obtained and is
     effective, except where the lack of consent, approval, authorization or
     order would not have a material adverse effect on the performance by the
     Trustee under this Agreement.

               (viii) The Trustee is eligible to act as trustee hereunder in
     accordance with Section 8.06.

               (ix) The Trustee is an "Institutional Lender/Owner" or "Qualified
     Institutional Noteholder", as applicable, within the meaning of each
     Co-Lender Agreement.

          (b) The representations and warranties of the Trustee set forth in
Section 8.16(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations, warranties and
covenants, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.

          (c) Any successor Trustee shall be deemed to have made, as of the date
of its succession, each of the representations and warranties set forth in
Section 8.16(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 8.16(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.

          SECTION 8.17. The Fiscal Agent.

          (a) The Fiscal Agent shall at all times maintain a long-term unsecured
debt rating of no less than "AA-" from S&P (or "A+" from S&P, if the Fiscal
Agent's short-term unsecured debt rating is at least "A-1" by S&P) and "AA-"
from Fitch (or, in the case of either Rating Agency, such other rating as shall
not result in an Adverse Rating Event with respect to any Class of Certificates
rated by such Rating Agency, as confirmed in writing by such Rating Agency).

          (b) To the extent that the Trustee is required, pursuant to the terms
of this Agreement, to make any Advance, whether as successor master servicer or
otherwise, and has failed to do so in accordance with the terms hereof, the
Fiscal Agent shall make such Advance when and as required by the terms of this
Agreement on behalf the Trustee as if the Fiscal Agent were the Trustee
hereunder. To the extent that the Fiscal Agent makes an Advance pursuant to this
Section 8.17(b) or otherwise pursuant to this Agreement, the obligations of the
Trustee under this Agreement in respect of such Advance shall be satisfied.

          (c) Notwithstanding anything contained in this Agreement to the
contrary, the Fiscal Agent shall be entitled to all limitations on liability,
rights of reimbursement and indemnities that the Trustee is entitled to
hereunder as if it were the Trustee, except that all fees and expenses of the
Fiscal Agent (other than any interest owed to the Fiscal Agent in respect of
unreimbursed Advances) incurred by the Fiscal Agent in connection with the
transactions contemplated by this Agreement shall be borne by the Trustee, and
neither the Trustee nor the Fiscal Agent shall be entitled to reimbursement
therefor from any of the Trust Fund, the Depositor, the Master Servicer or the
Special Servicer.

          (d) The obligations of the Fiscal Agent set forth in this Section 8.17
or otherwise pursuant to this Agreement shall exist only for so long as the
Trustee that appointed it (or, in the case of


                                      -314-



the initial Fiscal Agent, so long as the initial Trustee) shall act as Trustee
hereunder. The Fiscal Agent may resign or be removed by the Trustee only if and
when the existence of such Fiscal Agent is no longer necessary for such Trustee
to satisfy the eligibility requirements of Section 8.06; provided that the
Fiscal Agent shall be deemed to have resigned at such time as the Trustee that
appointed it (or, in the case of the initial Fiscal Agent, at such time as the
initial Trustee) resigns or is removed as Trustee hereunder (in which case the
responsibility for appointing a successor Fiscal Agent shall belong to the
successor Trustee, and which appointment the successor Trustee shall use its
best efforts to make, insofar as such appointment is necessary for such
successor Trustee to satisfy the eligibility requirements of Section 8.06). Any
successor fiscal agent so appointed shall be required to execute and deliver to
the other parties hereto a written agreement to assume and perform the duties of
the Fiscal Agent set forth in this Agreement; provided that no such successor
shall become Fiscal Agent hereunder unless either (i) it satisfies the rating
requirements of Section 8.17(a) or (ii) the Trustee shall have received written
confirmation from each Rating Agency that the succession of such proposed
successor fiscal agent would not, in and of itself, result in an Adverse Rating
Event with respect to any Class of Certificates.

          (e) The Trustee shall promptly notify the other parties hereto, the
Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders in
writing of the appointment, resignation or removal of the Fiscal Agent.

          SECTION 8.18. Representations and Warranties of Fiscal Agent.

          (a) The Fiscal Agent hereby represents and warrants to each of the
other parties hereto and for the benefit of the Certificateholders and the
Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that:

               (i) The Fiscal Agent is a banking association duly organized,
     validly existing and in good standing under the laws of the Netherlands.

               (ii) The execution and delivery of this Agreement by the Fiscal
     Agent, and the performance and compliance with the terms of this Agreement
     by the Fiscal Agent, will not violate the Fiscal Agent's organizational
     documents or constitute a default (or an event which, with notice or lapse
     of time, or both, would constitute a default) under, or result in a
     material breach of, any material agreement or other instrument to which it
     is a party or by which it is bound.

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

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


                                      -315-



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

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

               (vii) Any consent, approval, authorization or order of any court
     or governmental agency or body required for the execution, delivery and
     performance by the Fiscal Agent of or compliance by the Fiscal Agent with
     this Agreement, or the consummation of the transactions contemplated by
     this Agreement, has been obtained and is effective, except where the lack
     of consent, approval, authorization or order would not have a material
     adverse effect on the performance by the Fiscal Agent under this Agreement.

          (b) The representations and warranties of the Fiscal Agent set forth
in Section 8.18(a) shall survive the execution and delivery of this Agreement
and shall inure to the benefit of the Persons for whose benefit they were made
for so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall given prompt written notice thereof to the
other parties hereto.

          (c) Any successor Fiscal Agent shall be deemed to have made, as of the
date of its succession, each of the representations and warranties set forth in
Section 8.18(a) subject to such appropriate modifications to the representations
and warranties set forth in Section 8.18(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.


                                      -316-



                                   ARTICLE IX

                                   TERMINATION

          SECTION 9.01. Termination Upon Repurchase or Liquidation of All Trust
                        Mortgage Loans.

          Subject to Section 9.02, the Trust Fund and the respective obligations
and responsibilities under this Agreement of the Depositor, the Master Servicer,
the Special Servicer, the Fiscal Agent and the Trustee (other than the
obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment): (i) to the Certificateholders of all amounts held by or
on behalf of the Trustee and required hereunder to be so paid on the
Distribution Date following the earlier to occur of (A) the purchase by the
Special Servicer, any Controlling Class Certificateholder, the Master Servicer,
the Depositor or Lehman Brothers of all the Trust Mortgage Loans and each REO
Property remaining in the Trust Fund at a price equal to (1) the sum (x) of the
aggregate Purchase Price of all the Trust Mortgage Loans and (y) the aggregate
Appraised Values of any REO Properties then included in the Trust Fund, minus
(2) if the purchaser is the Master Servicer or the Special Servicer, the
aggregate amount of unreimbursed Advances made by such Person, together with any
interest accrued and payable to such Person in respect of unreimbursed Advances
in accordance with Section 3.11(g) and, in the case of the Master Servicer,
Section 4.03(d), and any unpaid servicing compensation remaining outstanding and
payable thereto (which items shall be deemed to have been paid or reimbursed to
the Master Servicer or the Special Servicer, as the case may be, in connection
with such purchase), and (B) the final payment or other liquidation (or any
advance with respect thereto) of the last Trust Mortgage Loan or REO Property
remaining in the Trust Fund; and (ii) to the Trustee, the Fiscal Agent, the
Master Servicer, the Special Servicer and the members, managers, officers,
directors, employees and/or agents of each of them of all amounts which may have
become due and owing to any of them hereunder; provided, however, that in no
event shall the trust created hereby continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the Court of St. James, living on the
date hereof.

          Each of the Special Servicer, any Controlling Class Certificateholder
(with priority among such Holders being given to the Holder of Certificates
representing the greatest Percentage Interest in the Controlling Class), the
Master Servicer, the Depositor or Lehman Brothers, in that order of priority
(with the Special Servicer having the most senior priority), may at its option
elect to purchase all of the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund as contemplated by clause (i) of the preceding
paragraph by giving written notice to the other parties hereto no later than 60
days prior to the anticipated date of purchase; provided, however, that (i) the
aggregate Stated Principal Balance of the Mortgage Pool at the time of such
election is less than 1.0% of the Initial Pool Balance set forth in the
Preliminary Statement, and (ii) no such Person shall have the right to effect
such a purchase if, within 30 days following its delivery of a notice of
election pursuant to this paragraph, any other such Person with a higher
priority shall give notice of its election to purchase all of the Trust Mortgage
Loans and each REO Property remaining in the Trust Fund and shall thereafter
effect such purchase in accordance with the terms hereof. If the Trust Fund is
to be terminated in connection with the Special Servicer's, a Controlling Class
Certificateholder's, the Master Servicer's, the Depositor's or Lehman Brothers'
purchase of all of the Trust Mortgage Loans and each REO Property remaining in
the


                                      -317-



Trust Fund, then the Special Servicer, a Controlling Class Certificateholder,
the Master Servicer, the Depositor or Lehman Brothers, as applicable, not later
than the fifth Business Day preceding the Distribution Date on which the final
distribution on the Certificates is to occur, shall: (x) deposit, or deliver to
the Master Servicer for deposit, in the Pool Custodial Account an amount in
immediately available funds equal to the above-described purchase price
(provided, however, that if any REO Property relating to a Serviced Loan
Combination is being purchased pursuant to the foregoing, the portion of the
above-described purchase price allocable to such REO Property shall initially be
deposited into the related Loan Combination Custodial Account); and (y) deliver
to the Trustee an Opinion of Counsel, at the expense of the party effecting the
purchase, stating that the termination of the Trust satisfies the requirements
of a qualified liquidation under Section 860F of the Code and any regulations
thereunder. In addition, on the Trust Master Servicer Remittance Date
immediately preceding the Final Distribution Date, the Master Servicer shall
transfer to the Collection Account all amounts required to be transferred
thereto on such Trust Master Servicer Remittance Date from the Pool Custodial
Account pursuant to the first paragraph of Section 3.04(b), together with any
other amounts on deposit in the Pool Custodial Account that would otherwise be
held for future distribution. Upon confirmation that such final deposits have
been made, the Trustee shall release or cause to be released to the Special
Servicer, the purchasing Controlling Class Certificateholder, the Master
Servicer, the Depositor or Lehman Brothers, as applicable, the Mortgage Files
for the remaining Trust Mortgage Loans and shall execute all assignments,
endorsements and other instruments furnished to it by the Special Servicer, the
purchasing Controlling Class Certificateholder, the Master Servicer, the
Depositor or Lehman Brothers, as applicable, as shall be necessary to effectuate
transfer of the Trust Mortgage Loans and REO Properties to the Special Servicer,
the purchasing Controlling Class Certificateholder, the Master Servicer, the
Depositor or Lehman Brothers (or their respective designees), as applicable;
provided that, if any Trust Mortgage Loan purchased pursuant to this Section
9.01 is a Serviced Combination Trust Mortgage Loan, then the release,
endorsement or assignment of the documents constituting the related Mortgage
File and Servicing File shall be in the manner contemplated by Section 3.25. Any
transfer of Trust Mortgage Loans pursuant to this paragraph, except in the case
of the Outside Serviced Trust Mortgage Loans, shall be on a servicing-released
basis.

          Notice of any termination shall be given promptly by the Trustee by
letter to Certificateholders and the Non-Trust Mortgage Loan Noteholders mailed
(i) if such notice is given in connection with the Special Servicer's, a
Controlling Class Certificateholder's, the Master Servicer's, the Depositor's or
Lehman Brothers' purchase of the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund, not earlier than the 15th day and not later than
the 25th day of the month next preceding the month of the final distribution on
the Certificates or (ii) otherwise during the month of such final distribution
on or before the eighth day of such month, in each case specifying (A) the
Distribution Date upon which the Trust Fund will terminate and final payment of
the Certificates will be made, (B) the amount of any such final payment and (C)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the offices of the Certificate Registrar or such other location
therein designated. The Trustee shall give such notice to the Master Servicer,
the Special Servicer and the Depositor at the time such notice is given to
Certificateholders.

          Upon presentation and surrender of the Certificates by the
Certificateholders on the Final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in


                                      -318-



the Collection Account and/or the Loss of Value Reserve Fund that are, in
accordance with Section 4.01, allocable to payments on the Class of Certificates
so presented and surrendered.

          Any funds not distributed to any Holder or Holders of Certificates of
any Class on the Final Distribution Date because of the failure of such Holder
or Holders to tender their Certificates shall, on such date, be set aside and
held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this Section 9.01 shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such
reasonable steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If by the second anniversary of the delivery of such
second notice, all of the Certificates shall not have been surrendered for
cancellation, then, subject to applicable law, the Trustee shall distribute to
the Class R-III Certificateholders all unclaimed funds and other assets which
remain subject hereto.

          SECTION 9.02. Additional Termination Requirements.

          (a) If the Depositor, Lehman Brothers, any Controlling Class
Certificateholder, the Special Servicer or the Master Servicer purchases all of
the Trust Mortgage Loans and each REO Property remaining in the Trust Fund as
provided in Section 9.01, then the Trust Fund (and, accordingly, each REMIC
Pool) shall be terminated in accordance with the following additional
requirements, unless the Person effecting such purchase obtains at its own
expense and delivers to the Trustee and the Tax Administrator, an Opinion of
Counsel, addressed to the Trustee and the Tax Administrator, to the effect that
the failure of the Trust Fund to comply with the requirements of this Section
9.02 will not result in an Adverse REMIC Event or an Adverse Grantor Trust
Event:

               (i) the Tax Administrator shall specify the first day in the
     90-day liquidation period in a statement attached to the final Tax Return
     for each REMIC Pool pursuant to Treasury regulations section 1.860F-1 and
     shall satisfy all requirements of a qualified liquidation under Section
     860F of the Code and any regulations thereunder as set forth in the Opinion
     of Counsel obtained pursuant to Section 9.01 from the party effecting the
     purchase of all the Trust Mortgage Loans and REO Property remaining in the
     Trust Fund;

               (ii) during such 90-day liquidation period and at or prior to the
     time of making of the final payment on the Certificates, the Trustee shall
     sell all of the assets of REMIC I to the Master Servicer, Lehman Brothers,
     the purchasing Controlling Class Certificateholder, the Special Servicer or
     the Depositor, as applicable, for cash; and

               (iii) at the time of the making of the final payment on the
     Certificates, the Trustee shall distribute or credit, or cause to be
     distributed or credited, to the Certificateholders in accordance with
     Section 9.01 all cash on hand (other than cash retained to meet claims),
     and each REMIC Pool shall terminate at that time.


                                      -319-



          In addition, foregoing requirements of this Section 9.02 shall apply,
mutatis mutandis, to the repurchase of any Early Defeasance Trust Mortgage Loan
and liquidation of any related Loan REMIC if the defeasance proceeds are less
than the Purchase Price of such Early Defeasance Trust Mortgage Loan, the
Mortgagor notifies the Master Servicer of its intent to defease the Early
Defeasance Trust Mortgage Loan or the Mortgagor is to tender other collateral
that does not constitute a cash amount equal to or greater than the Purchase
Price of the Early Defeasance Trust Mortgage Loan, under the circumstances
described in Sections 2.03(j) and 2.03(k).

          (b) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Tax Administrator to specify the 90-day liquidation
period for each REMIC Pool, which authorization shall be binding upon all
successor Certificateholders.

          SECTION 9.03. Outside Administered REO Properties.

          References to "REO Property" and "REO Properties" in Sections 9.01 and
9.02 shall be deemed to include the Trust's rights with respect to any Outside
Administered REO Property included in the Trust, and such rights shall be taken
into account in calculating the purchase price payable under Section 9.01 for
the purchase of assets out of the Trust Fund.


                                      -320-



                                   ARTICLE X

                            ADDITIONAL TAX PROVISIONS

          SECTION 10.01. REMIC Administration.

          (a) The Tax Administrator shall elect to treat each REMIC Pool as a
REMIC under the Code and, if necessary, under applicable state law. Such
election will be made on Form 1066 or other appropriate federal or state Tax
Returns for the taxable year ending on the last day of the calendar year in
which the Certificates are issued.

          (b) The REMIC I Regular Interests, the REMIC II Regular Interests and
the Regular Interest Certificates (or, in the case of each Class of Interest
Interest-Only Certificates, each of the REMIC III Components of such Class) are
hereby designated as "regular interests" (within the meaning of Section
860G(a)(1) of the Code) in REMIC I, REMIC II and REMIC III, respectively. The
Class R-I Certificates, the Class R-II Certificates and the Class R-III
Certificates are hereby designated as the single class of "residual interests"
(within the meaning of Section 860G(a)(2) of the Code) in REMIC I, REMIC II and
REMIC III, respectively. Subject to Section 2.06(b), the related Loan REMIC
Regular Interest is hereby designated as a "regular interest" (within the
meaning of Section 860G(a)(1) of the Code), and the Class R-LR Certificates will
evidence the single class of "residual interests" (within the meaning of Section
860G(a)(2) of the Code, in each Loan REMIC. None of the Master Servicer, the
Special Servicer or the Trustee shall (to the extent within its control) permit
the creation of any other "interests" in any REMIC Pool (within the meaning of
Treasury regulations section 1.860D-1(b)(1)).

          (c) The Closing Date is hereby designated as the "startup day" of each
REMIC Pool within the meaning of Section 860G(a)(9) of the Code.

          (d) The related Plurality Residual Interest Certificateholder as to
the applicable taxable year is hereby designated as the Tax Matters Person of
each REMIC Pool, and shall act on behalf of the related REMIC in relation to any
tax matter or controversy and shall represent the related REMIC in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority; provided that the Tax Administrator is hereby
irrevocably appointed to act and shall act (in consultation with the Tax Matters
Person for each REMIC Pool) as agent and attorney-in-fact for the Tax Matters
Person for each REMIC Pool in the performance of its duties as such.

          (e) For purposes of Treasury regulations section 1.860G-1(a)(4)(iii),
the related Legal Final Distribution Date for each Loan REMIC Regular Interest
(if any), each REMIC I Regular Interest, each REMIC II Regular Interest and each
Class of Regular Interest Certificates (or, in the case of each Class of
Interest-Only Certificates, each REMIC III Component of such Class) is
designated in the Preliminary Statement hereto.

          (f) Except as otherwise provided in Section 3.17(a) and subsections
(i) and (j) below, the Tax Administrator shall pay out of its own funds any and
all routine tax administration expenses of the Trust Fund incurred with respect
to each REMIC Pool (but not including any professional fees or expenses related
to audits or any administrative or judicial proceedings with respect to the
Trust Fund that involve the IRS or state tax authorities which extraordinary
expenses shall be payable or


                                      -321-



reimbursable to the Tax Administrator from the Trust Fund (exclusive of any
Grantor Trust Assets), unless otherwise provided in Section 10.01(i) or
10.01(j)).

          (g) Within 30 days after the Closing Date, the Tax Administrator shall
prepare and file with the IRS Form 8811, "Information Return for Real Estate
Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the Trust Fund. In addition, the Tax Administrator shall
prepare, sign and file all of the other Tax Returns in respect of each REMIC
Pool. The expenses of preparing and filing such returns shall be borne by the
Tax Administrator without any right of reimbursement therefor. The other parties
hereto shall provide on a timely basis to the Tax Administrator or its designee
such information with respect to each REMIC Pool as is in its possession and
reasonably requested by the Tax Administrator to enable it to perform its
obligations under this Section 10.01. Without limiting the generality of the
foregoing, the Depositor, within ten days following the Tax Administrator's
request therefor, shall provide in writing to the Tax Administrator such
information as is reasonably requested by the Tax Administrator for tax
purposes, as to the valuations and issue prices of the Certificates, and the Tax
Administrator's duty to perform its reporting and other tax compliance
obligations under this Section 10.01 shall be subject to the condition that it
receives from the Depositor such information possessed by the Depositor that is
necessary to permit the Tax Administrator to perform such obligations.

          (h) The Tax Administrator shall perform on behalf of each REMIC Pool
all reporting and other tax compliance duties that are the responsibility of
each such REMIC Pool under the Code, the REMIC Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority. Included
among such duties, the Tax Administrator shall provide to: (i) any Transferor of
a Residual Interest Certificate, such information as is necessary for the
application of any tax relating to the transfer of a Residual Interest
Certificate to any Person who is not a Permitted Transferee; (ii) the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions, including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption as
required hereunder); and (iii) the IRS, the name, title, address and telephone
number of the Person who will serve as the representative of each REMIC Pool.
The parties also intend that the portion of the Trust Fund consisting of the
Loss of Value Reserve Fund shall constitute, and the affairs of such portion of
the Trust Fund shall be conducted so as to qualify as, an "outside reserve fund"
within the meaning of Treasury regulations section 1.860G-2(h) and the
provisions hereof shall be interpreted consistently with this intention.

          (i) The Tax Administrator shall perform its duties hereunder so as to
maintain the status of each REMIC Pool as a REMIC under the REMIC Provisions
(and the Trustee, the Master Servicer and the Special Servicer shall assist the
Tax Administrator to the extent reasonably requested by the Tax Administrator
and to the extent of information within the Trustee's, the Master Servicer's or
the Special Servicer's possession or control). None of the Tax Administrator,
the Master Servicer, the Special Servicer or the Trustee shall knowingly take
(or cause any REMIC Pool to take) any action or fail to take (or fail to cause
to be taken) any action that, under the REMIC Provisions, if taken or not taken,
as the case may be, could result in an Adverse REMIC Event, unless the Tax
Administrator has obtained or received an Opinion of Counsel (at the expense of
the party requesting such action or at the expense of the Trust Fund if the Tax
Administrator seeks to take such action or to refrain from acting for the
benefit of the Certificateholders) to the effect that the contemplated action
will not result in an Adverse REMIC Event or an Adverse Grantor Trust Event.
None of the other parties hereto shall take any action or fail to take any
action (whether or not authorized hereunder) as to which the Tax


                                      -322-



Administrator has advised it in writing that the Tax Administrator has received
or obtained an Opinion of Counsel to the effect that an Adverse REMIC Event or
an Adverse Grantor Trust Event could result from such action or failure to act.
In addition, prior to taking any action with respect to any REMIC Pool, or
causing any REMIC Pool to take any action, that is not expressly permitted under
the terms of this Agreement, the Master Servicer and the Special Servicer shall
consult with the Tax Administrator or its designee, in writing, with respect to
whether such action could cause an Adverse REMIC Event or an Adverse Grantor
Trust Event to occur. The Tax Administrator may consult with counsel to make
such written advice, and the cost of same shall be borne by the party seeking to
take the action not permitted by this Agreement, but in no event at the cost or
expense of the Trust Fund or the Trustee. At all times as may be required by the
Code, the Tax Administrator shall make reasonable efforts to ensure that
substantially all of the assets of each REMIC Pool will consist of "qualified
mortgages" as defined in Section 860G(a)(3) of the Code and "permitted
investments" as defined in Section 860G(a)(5) of the Code.

          (j) If any tax is imposed on any REMIC Pool, including "prohibited
transactions" taxes as defined in Section 860F(a)(2) of the Code, any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the
Code, any taxes on contributions to any REMIC Pool after the Startup Day
pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code
or any applicable provisions of State or Local Tax laws (other than any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.17(a)),
such tax, together with all incidental costs and expenses (including penalties
and reasonable attorneys' fees), shall be charged to and paid by: (i) the Tax
Administrator, if such tax arises out of or results from a breach by the Tax
Administrator of any of its obligations under this Section 10.01; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.01; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.01; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.01; (v) the Depositor, if such tax was imposed due to the
fact that any of the Lehman Trust Mortgage Loans did not, at the time of their
transfer to REMIC I or any related Loan REMIC, as applicable, constitute a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code; or (vi) the
Trust Fund, excluding any Grantor Trust Assets, in all other instances. Any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.17(a)
shall be charged to and paid by the Trust Fund (exclusive of any Grantor Trust
Assets). Any such amounts payable by the Trust Fund shall be paid by the Trustee
upon the written direction of the Tax Administrator out of amounts on deposit in
the Collection Account in reduction of the Available Distribution Amount
pursuant to Section 3.05(b).

          (k) The Tax Administrator shall, for federal income tax purposes,
maintain books and records with respect to each REMIC Pool on a calendar year
and on an accrual basis.

          (l) Following the Startup Day, none of the Trustee, the Master
Servicer and the Special Servicer shall accept any contributions of assets to
any REMIC Pool unless it shall have received an Opinion of Counsel (at the
expense of the party seeking to cause such contribution and in no event at the
expense of the Trust Fund or the Trustee) to the effect that the inclusion of
such assets in such REMIC Pool will not cause: (i) such REMIC Pool to fail to
qualify as a REMIC at any time that any Certificates are outstanding; or (ii)
the imposition of any tax on such REMIC Pool under the REMIC Provisions or other
applicable provisions of federal, state and local law or ordinances.


                                      -323-



          (m) None of the Trustee, the Master Servicer and the Special Servicer
shall consent to or, to the extent it is within the control of such Person,
permit: (i) the sale or disposition of any of the Trust Mortgage Loans (except
in connection with (A) the default or reasonably foreseeable material default of
a Trust Mortgage Loan, including, but not limited to, the sale or other
disposition of a Mortgaged Property acquired by deed in lieu of foreclosure, (B)
the bankruptcy of any REMIC Pool, (C) the termination of any REMIC Pool pursuant
to Article IX of this Agreement, or (D) a purchase of Trust Mortgage Loans
pursuant to or as contemplated by Article II or III of this Agreement); (ii) the
sale or disposition of any investments in the Collection Account, the Interest
Reserve Account, the Excess Liquidation Proceeds Account, any Custodial Account
or any REO Account for gain; or (iii) the acquisition of any assets for any
REMIC Pool (other than a Mortgaged Property acquired through foreclosure, deed
in lieu of foreclosure or otherwise in respect of a defaulted Trust Mortgage
Loan and other than Permitted Investments acquired in accordance with Section
3.06 in connection with the investment of funds in a Custodial Account or an REO
Account); in any event unless it has received an Opinion of Counsel (at the
expense of the party seeking to cause such sale, disposition, or acquisition but
in no event at the expense of the Trust Fund or the Trustee) to the effect that
such sale, disposition, or acquisition will not cause: (x) any REMIC Pool to
fail to qualify as a REMIC at any time that any Certificates are outstanding; or
(y) the imposition of any tax on any REMIC Pool under the REMIC Provisions or
other applicable provisions of federal, state and local law or ordinances.

          (n) Except as permitted by Section 3.17(a), none of the Trustee, the
Master Servicer and the Special Servicer shall enter into any arrangement by
which any REMIC Pool will receive a fee or other compensation for services nor
permit any REMIC Pool to receive any income from assets other than "qualified
mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.

          SECTION 10.02. Grantor Trust Administration.

          (a) The Tax Administrator shall treat the Grantor Trust, for tax
return preparation purposes, as a grantor trust under the Code and, if
necessary, under applicable state law and will file appropriate federal or state
Tax Returns for each taxable year ending on or after the last day of the
calendar year in which the Certificates are issued.

          (b) The Tax Administrator shall pay out of its own funds any and all
routine tax administration expenses of the Trust Fund incurred with respect to
the Grantor Trust (but not including any professional fees or expenses related
to audits or any administrative or judicial proceedings with respect to the
Trust Fund that involve the IRS or state tax authorities which extraordinary
expenses shall be payable or reimbursable to the Tax Administrator from the
Grantor Trust Assets in the Trust Fund, unless otherwise provided in Section
10.02(e) or 10.02(f)).

          (c) The Tax Administrator shall prepare, sign and file all of the Tax
Returns in respect of the Grantor Trust. The expenses of preparing and filing
such returns shall be borne by the Tax Administrator without any right of
reimbursement therefor. The Tax Administrator shall comply with such requirement
by filing Form 1041, indicating the name and address of the Trust and signed by
the Tax Administrator but otherwise left blank. There shall be appended to each
such form a schedule for each Certificateholder indicating such
Certificateholder's share of income and expenses of the Trust for the portion of
the preceding calendar year in which such Certificateholder possessed an
Ownership Interest in a Certificate. Such form shall be prepared in sufficient
detail to enable reporting on the cash


                                      -324-



or accrual method of accounting, as applicable, and to report on such
Certificateholder's fiscal year if other than the calendar year. The other
parties hereto shall provide on a timely basis to the Tax Administrator or its
designee such information with respect to the Grantor Trust as is in its
possession and reasonably requested by the Tax Administrator to enable it to
perform its obligations under this Section 10.02. Without limiting the
generality of the foregoing, the Depositor, within ten days following the Tax
Administrator's request therefor, shall provide in writing to the Tax
Administrator such information as is reasonably requested by the Tax
Administrator for tax purposes, and the Tax Administrator's duty to perform its
reporting and other tax compliance obligations under this Section 10.02 shall be
subject to the condition that it receives from the Depositor such information
possessed by the Depositor that is necessary to permit the Tax Administrator to
perform such obligations.

          (d) The Tax Administrator shall perform on behalf of the Grantor Trust
all reporting and other tax compliance duties that are required in respect
thereof under the Code, the Grantor Trust Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority, including the
furnishing to Certificateholders of the schedules described in Section 10.01(c).

          (e) The Tax Administrator shall perform its duties hereunder so as to
maintain the status of the Grantor Trust as a grantor trust under the Grantor
Trust Provisions (and the Trustee, the Master Servicer and the Special Servicer
shall assist the Tax Administrator to the extent reasonably requested by the Tax
Administrator and to the extent of information within the Trustee's, the Master
Servicer's or the Special Servicer's possession or control). None of the Tax
Administrator, Master Servicer, the Special Servicer or the Trustee shall
knowingly take (or cause the Grantor Trust to take) any action or fail to take
(or fail to cause to be taken) any action that, under the Grantor Trust
Provisions, if taken or not taken, as the case may be, could result in an
Adverse Grantor Trust Event, unless the Tax Administrator has obtained or
received an Opinion of Counsel (at the expense of the party requesting such
action or at the expense of the Trust Fund if the Tax Administrator seeks to
take such action or to refrain from taking any action for the benefit of the
Certificateholders) to the effect that the contemplated action will not result
in an Adverse Grantor Trust Event. None of the other parties hereto shall take
any action or fail to take any action (whether or not authorized hereunder) as
to which the Tax Administrator has advised it in writing that the Tax
Administrator has received or obtained an Opinion of Counsel to the effect that
an Adverse Grantor Trust Event could result from such action or failure to act.
In addition, prior to taking any action with respect to the Grantor Trust, or
causing the Trust Fund to take any action, that is not expressly permitted under
the terms of this Agreement, the Master Servicer and the Special Servicer shall
consult with the Tax Administrator or its designee, in writing, with respect to
whether such action could cause an Adverse Grantor Trust Event to occur. The Tax
Administrator may consult with counsel to make such written advice, and the cost
of same shall be borne by the party seeking to take the action not permitted by
this Agreement, but in no event at the cost or expense of the Trust Fund, the
Tax Administrator or the Trustee.

          (f) If any tax is imposed on the Grantor Trust, such tax, together
with all incidental costs and expenses (including penalties and reasonable
attorneys' fees), shall be charged to and paid by: (i) the Tax Administrator, if
such tax arises out of or results from a breach by the Tax Administrator of any
of its obligations under this Section 10.02; (ii) the Special Servicer, if such
tax arises out of or results from a breach by the Special Servicer of any of its
obligations under Article III or this Section 10.02; (iii) the Master Servicer,
if such tax arises out of or results from a breach by the Master Servicer of any
of its obligations under Article III or this Section 10.02; (iv) the Trustee, if
such tax arises out of


                                      -325-



or results from a breach by the Trustee of any of its obligations under Article
IV, Article VIII or this Section 10.02; or (v) the portion of the Trust Fund
constituting the Grantor Trust in all other instances.

          (g) Notwithstanding the foregoing provisions of this Section 10.02,
the applicability of this Section 10.02 is subject to Section 2.05(b).


                                      -326-



                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

          SECTION 11.01. Amendment.

          (a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders or any of the Non-Trust Mortgage Loan Noteholders, (i) to
cure any ambiguity, (ii) to correct, modify or supplement any provision herein
which may be inconsistent with any other provision herein or with the
description thereof in the Prospectus or the Prospectus Supplement, (iii) to add
any other provisions with respect to matters or questions arising hereunder
which shall not be inconsistent with the existing provisions hereof, (iv) to
relax or eliminate any requirement hereunder imposed by the REMIC Provisions or
the Grantor Trust Provisions if those provisions are amended or clarified such
that any such requirement may be relaxed or eliminated, (v) to relax or
eliminate any requirement imposed by the Securities Act or the rules promulgated
thereunder if the Securities Act or those rules are amended or clarified so as
to allow for the relaxation or elimination of that requirement; (vi) as
evidenced by an Opinion of Counsel delivered to the Master Servicer, the Special
Servicer and the Trustee, either (A) to comply with any requirements imposed by
the Code or any successor or amendatory statute or any temporary or final
regulation, revenue ruling, revenue procedure or other written official
announcement or interpretation relating to federal income tax laws or any such
proposed action which, if made effective, would apply retroactively to any of
the REMIC Pools or the Grantor Trust (if created hereunder taking into account
Section 2.05(b)) at least from the effective date of such amendment, or (B) to
avoid the occurrence of a prohibited transaction or to reduce the incidence of
any tax that would arise from any actions taken with respect to the operation of
any REMIC Pool or the Grantor Trust (if created hereunder taking into account
Section 2.05(b)); (vii) as provided in Section 5.02(d)(iv), to modify, add to or
eliminate any of the provisions of Section 5.02(d)(i), (ii) or (iii); (viii) to
amend any provision of Section 8.15 as contemplated by Section 8.15(m); or (ix)
to otherwise modify or delete existing provisions of this Agreement; provided
that such amendment (other than any amendment for any of the specific purposes
described in clauses (i), (ii), (iv), (v), (vi), (vii) and (viii) above) shall
not adversely affect in any material respect the interests of any
Certificateholder or Serviced Non-Trust Mortgage Loan Noteholder, as evidenced
by either an Opinion of Counsel delivered to the Trustee and each other party
hereto to such effect, or an acknowledgment to such effect from the subject
Certificateholder or Serviced Non-Trust Mortgage Loan Noteholder, as the case
may be, or, in the case of a Class of Certificates to which a rating has been
assigned by one or more Rating Agencies, written confirmation from each
applicable Rating Agency to the effect that such amendment shall not result in
an Adverse Rating Event with respect to any Class of Certificates; and provided,
further, that such amendment shall not significantly change the activities of
the Trust (insofar as such change would adversely affect the status of the Trust
as a "qualifying special purpose entity" under FASB 140).

          (b) This Agreement may also be amended from time to time by the
agreement of the parties hereto with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments received or advanced on Mortgage Loans that


                                      -327-



are required to be distributed on any Certificate, without the consent of the
Holder of such Certificate, or that are required to be distributed to any
Serviced Non-Trust Mortgage Loan Noteholder, without the consent of such
Serviced Non-Trust Mortgage Loan Noteholder, (ii) adversely affect in any
material respect the interests of the Holders of any Class of Certificates or
the interests of any Serviced Non-Trust Mortgage Loan Noteholder in a manner
other than as described in the immediately preceding clause (i), without the
consent of the Holders of all Certificates of such Class or the consent of such
Serviced Non-Trust Mortgage Loan Noteholder, as the case may be, (iii)
significantly change the activities of the Trust (insofar as such change would
adversely affect the status of the Trust as a "qualifying special purpose
entity" under FASB 140) without the consent of the Holders of Certificates
entitled to not less than 51% of all the Voting Rights (without regard to
Certificates held by the Depositor or any of the Depositor's Affiliates and/or
agents), (iv) modify the provisions of this Section 11.01, without the consent
of the Holders of all Certificates then outstanding and the consent of all of
the Serviced Non-Trust Mortgage Loan Noteholders, (v) modify the Servicing
Standard without the consent of the Holders of all Regular Interest Certificates
then outstanding, or (vi) modify the specified percentage of Voting Rights which
are required to be held by Certificateholders to consent, approve or object to
any particular action pursuant to any provision of this Agreement without the
consent of the Holders of all Certificates then outstanding. Notwithstanding any
other provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01(b), Certificates registered in the name
of any party hereto or any Affiliate thereof shall be entitled to the same
Voting Rights with respect to matters described above as they would if any other
Person held such Certificates, so long as the subject amendment does not relate
to increasing its rights or reducing or limiting its obligations hereunder as a
party to this Agreement.

          (c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
first have obtained or been furnished with an Opinion of Counsel addressed to
the Trustee and each other party hereto, to the effect that (i) such amendment
or the exercise of any power granted to the Trustee, the Master Servicer or the
Special Servicer in accordance with such amendment will not result in the
imposition of a tax on any REMIC Pool pursuant to the REMIC Provisions, cause
any REMIC Pool to fail to qualify as a REMIC or cause the Grantor Trust (if
created hereunder taking into account Section 2.05(b)) to fail to qualify as a
grantor trust within the meaning of the Grantor Trust Provisions at any time
that any Certificates are outstanding and (ii) such amendment complies in all
material respects with the provisions of this Section 11.01.

          (d) Promptly after the execution of any such amendment, the Trustee
shall send a copy thereof to each Certificateholder and each Serviced Non-Trust
Mortgage Loan Noteholder.

          (e) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

          (f) Each of the Master Servicer, the Special Servicer and the Trustee
may but shall not be obligated to enter into any amendment pursuant to this
section that affects its rights, duties and immunities under this Agreement or
otherwise.


                                      -328-



          (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Master Servicer, the Special Servicer or the
Trustee requests any amendment of this Agreement that protects or is in
furtherance of the rights and interests of Certificateholders, the cost of any
Opinion of Counsel required in connection therewith pursuant to Section 11.01(a)
or (c) shall be payable out of the Pool Custodial Account, in the case of the
Master Servicer and the Special Servicer, pursuant to Section 3.05(a), or out of
the Collection Account, in the case of the Trustee, pursuant to Section 3.05(b).

          SECTION 11.02. Recordation of Agreement; Counterparts.

          (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Trust Fund or, to the
extent that it benefits them, the Serviced Non Trust Mortgage Loan Noteholders,
but only upon direction accompanied by an Opinion of Counsel (the cost of which
may be paid out of the Pool Custodial Account pursuant to Section 3.05(a) or, to
the extent that it benefits the Serviced Non Trust Mortgage Loan Noteholders,
out of the Loan Combination Custodial Accounts pursuant to Section 3.05A), to
the effect that such recordation materially and beneficially affects the
interests of the Certificateholders and/or the Serviced Non Trust Mortgage Loan
Noteholders; provided, however, that the Trustee shall have no obligation or
responsibility to determine whether any such recordation of this Agreement is
required.

          (b) For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

          SECTION 11.03. Limitation on Rights of Certificateholders.

          (a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

          (b) No Certificateholder (except as expressly provided for herein)
shall have any right to vote or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

          (c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Person previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and unless also (except in the case of a default by
the Trustee) the Holders of Certificates entitled to at least 25% of the


                                      -329-



Voting Rights shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and (except
in the case of a default by the Trustee) the Trustee, for 60 days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding. It is understood and
intended, and expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided
for herein, or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
section, each and every Certificateholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

          SECTION 11.04. Governing Law; Consent to Jurisdiction.

          This Agreement will be governed by and construed in accordance with
the laws of the State of New York, applicable to agreements negotiated, made and
to be performed entirely in said state. To the fullest extent permitted under
applicable law, the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent each hereby irrevocably (i) submits to the
jurisdiction of any New York State and federal courts sitting in New York City,
to the exclusion of all other courts, with respect to matters arising out of or
relating to this Agreement; (ii) agrees that all claims with respect to such
action or proceeding shall be heard and determined in such New York State or
federal courts, to the exclusion of all other courts; (iii) waives the defense
of an inconvenient forum in connection with such action or proceeding commenced
in such New York State or federal courts; and (iv) agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law; provided that, if both a New York State and a federal court sitting in New
York in which an action or proceeding has been duly and properly commenced by
any party to this Agreement regarding a matter arising out of or relating to
this Agreement have refused to accept jurisdiction over or otherwise have not
accepted such action or proceeding within, in the case of each such court, 60
days of the commencement or filing thereof, then the words "to the exclusion of
all other courts" in clause (i) and clause (ii) of this sentence shall not apply
with regard to such action or proceeding and the reference to "shall" in clause
(ii) of this paragraph shall be deemed to be "may".

          SECTION 11.05. Notices.

          Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given when delivered to: (i) in the case of the Depositor, Structured
Asset Securities Corporation II, 745 Seventh Avenue, New York, New York 10019,
Attention: David Nass--LB-UBS Commercial Mortgage Trust 2005-C5, facsimile
number: (646) 758-5376; (ii) in the case of the Master Servicer, Wachovia Bank,
National Association, 8739 Research Drive, URP4, Charlotte, North Carolina
28262-1075, Attention: LB-UBS Mortgage Trust 2005-C5, facsimile number: (704)
715-0036; (iii) in the case of the Special Servicer, LNR Partners, Inc., 1601
Washington Avenue, Suite 800, Miami Beach, Florida 33139, Attention: Randy
Wolpert--LB-UBS Commercial Mortgage Trust 2005-C5, facsimile number: (305)
695-5601; (iv) in


                                      -330-



the case of the Trustee, LaSalle Bank National Association, 135 South LaSalle
Street, Suite 1625, Chicago, Illinois 60603, Attention: Global Securities and
Trust Services Group--LB-UBS Commercial Mortgage Trust 2005-C5, facsimile
number: (312) 904-2084; (v) in the case of the Fiscal Agent, ABN AMRO Bank N.V.,
135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention: Global
Securities and Trust Services Group--LB-UBS Commercial Mortgage Trust 2005-C5,
facsimile number: (312) 904-2084; (vi) in the case of the Underwriters, (A)
Lehman Brothers, Inc., 745 Seventh Avenue, New York, New York 10019, Attention:
David Nass--LB-UBS Commercial Mortgage Trust 2005-C5, facsimile number: (646)
758-4203, and (B) UBS Securities LLC, 1285 Avenue of the Americas, New York, New
York 10019, Attention: Robert Pettinato, facsimile number: (212) 713-2631, with
a copy to Robert C. Dinerstein, General Counsel; (vii) in the case of the Rating
Agencies, (A) Fitch, Inc., One State Street Plaza, New York, New York 10004,
Attention: Commercial Mortgage Surveillance, facsimile number: (212) 635-0466,
and (B) Standard & Poor's Rating Services, a division of The McGraw-Hill
Companies, Inc., 55 Water Street, 10th Floor, New York, New York 10004,
Attention: CMBS Surveillance Department, facsimile number: (212) 438-2662; and
(viii) in the case of the initial Controlling Class Representative, DSHI Opco
LLC, 1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139, Attention:
Steven N. Bjerke, LB-UBS Commercial Mortgage Trust 2005-C5, facsimile number:
(305) 695-5449; or, as to each such Person, such other address as may hereafter
be furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to
have been duly given when mailed first class, postage prepaid, to the address of
such Holder as shown in the Certificate Register.

          SECTION 11.06. Severability of Provisions.

          If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

          SECTION 11.07. Grant of a Security Interest.

          The Depositor and the Trustee agree that it is their intent that the
conveyance of the Depositor's right, title and interest in and to the Trust
Mortgage Loans pursuant to this Agreement shall constitute a sale and not a
pledge of security for a loan. If such conveyance is deemed to be a pledge of
security for a loan, however, the Depositor and the Trustee agree that it is
their intent that the rights and obligations of the parties to such loan shall
be established pursuant to the terms of this Agreement. The Depositor and the
Trustee also intend and agree that, in such event: (i) in order to secure
performance of the Depositor's obligations hereunder and payment of the
Certificates, the Depositor shall be deemed to have granted, and does hereby
grant, to the Trustee (in such capacity) a first priority security interest in
the Depositor's entire right, title and interest in and to the following
property, whether now owned or existing or hereafter acquired or arising-- (A)
the Trust Mortgage Loans, (B) the UBS/Depositor Mortgage Loan Purchase
Agreement, (C) the respective Co-Lender Agreements, (D) all other assets
included or to be included the Trust Fund, including all principal, interest and
other amounts received or receivable on or with respect to the Trust Mortgage
Loans and due after the Cut-off Date (other than any Principal Prepayments
received on or prior to the Cut-off Date), all amounts (other than those
allocable to the Serviced Non Trust Mortgage Loans and/or any successor REO
Mortgage Loans with respect thereto) held from time to time in the Custodial
Accounts, the Collection Account, the Interest Reserve


                                      -331-



Account, the Excess Liquidation Proceeds Account and, if established, the REO
Account(s), the Loss of Value Reserve Fund and the Defeasance Deposit Account
and any and all reinvestment earnings on such amounts, and all of the
Depositor's right, title and interest in and to the proceeds of any title,
hazard or other Insurance Policies related to the Trust Mortgage Loans, and (E)
all proceeds and products of the foregoing; and (ii) this Agreement shall
constitute a security agreement under applicable law. The Depositor shall file
or cause to be filed, a UCC Financing Statement or Form UCC-1, which shall
include a Schedule I substantially in the form attached as Exhibit J hereto, in
the State of Delaware promptly following the initial issuance of the
Certificates, and the Trustee shall prepare, execute and file at each such
office, with the consent of the Depositor hereby given, continuation statements
with respect thereto, in each case within six months prior to the fifth
anniversary of the immediately preceding filing. The Depositor shall cooperate
in a reasonable manner with the Trustee and the Master Servicer in preparing and
filing such continuation statements. This Section 11.07 shall constitute notice
to the Trustee pursuant to any of the requirements of the UCC.

          SECTION 11.08. Streit Act.

          Any provisions required to be contained in this Agreement by Section
126 of Article 4-A of the New York Real Property Law are hereby incorporated
herein, and such provisions shall be in addition to those conferred or imposed
by this Agreement; provided, however, that to the extent that such Section 126
shall not have any effect, and if said Section 126 should at any time be
repealed or cease to apply to this Agreement or be construed by judicial
decision to be inapplicable, said Section 126 shall cease to have any further
effect upon the provisions of this Agreement. In case of a conflict between the
provisions of this Agreement and any mandatory provisions of Article 4-A of the
New York Real Property Law, such mandatory provisions of said Article 4-A shall
prevail, provided that if said Article 4-A shall not apply to this Agreement,
should at any time be repealed, or cease to apply to this Agreement or be
construed by judicial decision to be inapplicable, such mandatory provisions of
such Article 4-A shall cease to have any further effect upon the provisions of
this Agreement.

          SECTION 11.09. Successors and Assigns; Beneficiaries.

          The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. Each
Underwriter shall be a third-party beneficiary to this Agreement solely with
respect to its right to receive the reports, statements and other information to
which it is entitled hereunder, to preserve such Underwriter's rights under
Sub-Servicing Agreements as contemplated by Section 3.22(d) and, in the case of
Lehman Brothers, to terminate the Trust Fund pursuant to Section 9.01. Each of
the Sub-Servicers that is a party to a Sub-Servicing Agreement in effect on the
Closing Date (or being negotiated as of the Closing Date and in effect within 90
days thereafter) shall be a third-party beneficiary to the obligations of a
successor Master Servicer under Section 3.22, provided that the sole remedy for
any claim by a Sub-Servicer as a third-party beneficiary pursuant to this
Section 11.09 shall be against a successor Master Servicer solely in its
corporate capacity and no Sub-Servicer shall have any rights or claims against
the Trust Fund or any party hereto (other than a successor Master Servicer in
its corporate capacity as set forth in this Section 11.09) as a result of any
rights conferred on such Sub-Servicer as a third-party beneficiary pursuant to
this Section 11.09. The Non Trust Mortgage Loan Noteholders and any designees
thereof acting on behalf of or exercising the rights of the Non Trust Mortgage
Loan Noteholders shall be third-party beneficiaries to this Agreement with
respect to their rights as specifically provided for herein. The Outside Master
Servicer in respect of each Outside


                                      -332-



Serviced Trust Mortgage Loan shall be a third-party beneficiary to this
Agreement with respect to its rights as specifically provided for herein and
under the related Co-Lender Agreement. The UBS Mortgage Loan Seller shall be a
third-party beneficiary to this Agreement with respect to its rights as
specifically provided for in the second paragraph of Section 2.01(d). LBHI shall
be a third-party beneficiary to this Agreement with respect to its rights as
specifically provided for in Section 3.20(k). This Agreement may not be amended
in any manner that would materially and adversely affect the rights of any such
third-party beneficiary without its consent. No other Person, including any
Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim
under this Agreement.

          SECTION 11.10. Article and Section Headings.

          The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

          SECTION 11.11. Notices to Rating Agencies.

          (a) The Trustee shall promptly provide notice to each Rating Agency
with respect to each of the following of which it has actual knowledge:

               (i) any material change or amendment to this Agreement;

               (ii) the occurrence of any Event of Default or Outside Servicer
     Default that has not been cured;

               (iii) the resignation or termination of the Fiscal Agent, the
     Master Servicer or the Special Servicer;

               (iv) the repurchase of Trust Mortgage Loans by the Depositor or
     the UBS Mortgage Loan Seller pursuant to or as contemplated by Section
     2.03;

               (v) any change in the location of the Collection Account or the
     Interest Reserve Account;

               (vi) the final payment to any Class of Certificateholders; and

               (vii) any sale or disposition of any Trust Mortgage Loan or REO
     Property.

          (b) The Master Servicer shall promptly provide notice to each Rating
Agency with respect to each of the following of which it has actual knowledge:

               (i) the resignation or removal of the Trustee; and

               (ii) any change in the location of any Custodial Account.

          (c) The Special Servicer shall furnish each Rating Agency with respect
to a Specially Serviced Mortgage Loan such information as the Rating Agency
shall reasonably request and which the Special Servicer can reasonably provide
in accordance with applicable law, with copies to the Trustee.


                                      -333-



          (d) To the extent applicable, each of the Master Servicer and the
Special Servicer shall promptly furnish to each Rating Agency copies of the
following items:

               (i) each of its annual statements as to compliance described in
     Section 3.13;

               (ii) each of its annual independent public accountants' servicing
     reports described in Section 3.14; and

               (iii) any Officer's Certificate delivered by it to the Trustee
     pursuant to Section 3.11(h) or 4.03(c).

          (e) The Trustee shall (i) make available to each Rating Agency, upon
reasonable notice, the items described in Section 8.14(b) and (ii) promptly
deliver to each Rating Agency a copy of any notices given pursuant to Section
7.03(a) or Section 7.03(b).

          (f) The Trustee shall promptly deliver to each Rating Agency a copy of
each of the statements and reports described in Section 4.02(a) that is prepared
by it.

          (g) The Master Servicer shall give each of Fitch and S&P at least 15
days' notice prior to any reimbursement to it of Nonrecoverable Advances from
amounts in the Pool Custodial Account allocable to interest on the Trust
Mortgage Loans unless (1) the Master Servicer determines in its sole discretion
that waiting 15 days after such a notice could jeopardize the Master Servicer's
ability to recover Nonrecoverable Advances, (2) changed circumstances or new or
different information becomes known to the Master Servicer that could affect or
cause a determination of whether any Advance is a Nonrecoverable Advance,
whether to defer reimbursement of a Nonrecoverable Advance or the determination
in clause (1) above, or (3) the Master Servicer has not timely received from the
Trustee information requested by the Master Servicer to consider in determining
whether to defer reimbursement of a Nonrecoverable Advance; provided that, if
clause (1), (2) or (3) apply, the Master Servicer shall give Fitch and S&P
notice of an anticipated reimbursement to it of Nonrecoverable Advances from
amounts in the Pool Custodial Account allocable to interest on the Trust
Mortgage Loans as soon as reasonably practicable in such circumstances. The
Master Servicer shall have no liability for any loss, liability or expense
resulting from any notice provided to S&P or Fitch contemplated by the
immediately preceding sentence.

          (h) Each of the Trustee, the Master Servicer and the Special Servicer
shall provide to each Rating Agency such other information with respect to the
Mortgage Loans and the Certificates, to the extent such party possesses such
information, as such Rating Agency shall reasonably request.

          SECTION 11.12. Complete Agreement.

          This Agreement embodies the complete agreement among the parties and
may not be varied or terminated except by a written agreement conforming to the
provisions of Section 11.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.


                                      -334-



          IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.

                                   STRUCTURED ASSET SECURITIES CORPORATION II
                                      Depositor


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


                                   WACHOVIA BANK, NATIONAL ASSOCIATION
                                      Master Servicer


                                   By: /s/ Scott Rossbach
                                       -----------------------------------------
                                   Name: Scott Rossbach
                                   Title: Vice President


                                   LNR PARTNERS, INC.
                                      Special Servicer


                                   By: /s/ Steven N. Bjerke
                                       -----------------------------------------
                                   Name: Steven N. Bjerke
                                   Title: Vice President


                                   LASALLE BANK NATIONAL ASSOCIATION
                                        Trustee


                                   By: /s/ Kathryn Hawkinson
                                       -----------------------------------------
                                   Name: Kathryn Hawkinson
                                   Title: Assistant Vice President


                                   ABN AMRO BANK N.V.
                                      Fiscal Agent


                                   By: /s/ Alyssa C. Stahl
                                       -----------------------------------------
                                   Name: Alyssa C. Stahl
                                   Title: First Vice President


                                   By: /s/ Cynthia Reis
                                       -----------------------------------------
                                   Name: Cynthia Reis
                                   Title: Sr. Vice President



STATE OF NEW YORK    )
                     ) ss.:
COUNTY OF NEW YORK   )

          On the 22nd day of August, 2005, before me, a notary public in and for
said State, personally appeared David Nass, known to me to be an Authorized
Signatory of STRUCTURED ASSET SECURITIES CORPORATION II, one of the entities
that executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                   /s/ Edna Lanahan
                                   _____________________________________________
                                                   Notary Public

[Notarial Seal]



STATE OF NORTH CAROLINA   )
                          ) ss.:
COUNTY OF MECKLENBURG     )

          On the 23rd day of August, 2005, before me, a notary public in and for
said State, personally appeared Scott Rossbach, known to me to be a Vice
President of WACHOVIA BANK, NATIONAL ASSOCIATION, one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                   /s/ Janet Garner
                                   _____________________________________________
                                                   Notary Public

[Notarial Seal]



STATE OF FLORIDA         )
                         ) ss.:
COUNTY OF MIAMI-DADE     )

          On the 23rd day of August, 2005, before me, a notary public in and for
said State, personally appeared Steven N. Bjerke, known to me to be a Vice
President of LNR PARTNERS, INC., one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such entity, and acknowledged to me that such entity executed the within
instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                   /s/ Helen E. Galera
                                   _____________________________________________
                                                   Notary Public

[Notarial Seal]



STATE OF ILLINOIS        )
                         ) ss.:
COUNTY OF COOK           )

          On the 25th day of August, 2005, before me, a notary public in and for
said State, personally appeared Kathryn Hawkinson, known to me to be an
Assistant Vice President of LASALLE BANK NATIONAL ASSOCIATION, one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                   /s/ Megan K. Olson
                                   _____________________________________________
                                                   Notary Public

[Notarial Seal]



STATE OF ILLINOIS      )
                       ) ss.:
COUNTY OF COOK         )

          On the 25th day of August, 2005, before me, a notary public in and for
said State, personally appeared Alyssa C. Stahl and Cynthia Reis, known to me to
be a First Vice President and Senior Vice President, respectively, of ABN AMRO
BANK N.V., one of the entities that executed the within instrument, and also
known to me to be the persons who executed it on behalf of such entity, and
acknowledged to me that such entity executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                   /s/ Megan K. Olson
                                   _____________________________________________
                                                   Notary Public

[Notarial Seal]


                                   SCHEDULE I

                          TRUST MORTGAGE LOAN SCHEDULE




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

          1   200 Park Avenue                                  200 Park Avenue
          2   Providence Place                                 One Francis Street
          3   500 West Madison Street                          500 West Madison Street
          4   Courtyard by Marriott Portfolio                  Various
          5   U-Store-It Portfolio IV                          Various
          6   270 Corporate Center                             20201, 20250, 20251, 20300 Century Boulevard
          7   Magnolia Mall                                    2701 David McLeod Blvd.
          8   La Playa Beach and Golf Resort                   9891 Gulfshore Drive
          9   424 West 33rd Street                             424 West 33rd Street
         10   TAG Portfolio                                    Various
         11   Palmolive Building Retail                        919 North Michigan Avenue
         12   1345 Avenue of the Americas                      1345 Avenue of the Americas
         13   1750 Old Meadow Road                             1750 Old Meadow Road
         14   North River Shopping Center                      125 Church Street
         15   Sandpiper Apartments                             4650 West Oakley Blvd
         16   One Hoyt Street                                  One Hoyt Street
         17   2500 Inverrary Club Apartments                   2580 NW 56th Avenue
         18   Pacific Prestige Properties I DE, LLC            Various
         19   Wedgewood II                                     4600 Wedgewood Boulevard
         20   Tigertown                                        2263 Tiger Town Parkway
         21   Polo Towne Center                                2000-2018 North Dallas Parkway
         22   West Hartford Portfolio                          1001 Farmington Avenue, 18 North Main Street, 61 South Main Street,
                                                               65 LaSalle Road and 41 North Main Street
         23   The Commons Apartments                           275 Union Avenue
         24   South Bay Office Tower                           3031 Tisch Way
         25   Park Avenue Plaza                                55 East 52nd Street
         26   Loch Raven Apartments                            1710 Waverly Way
         27   Stadium Plaza                                    2001 West Worley
         28   Centre at Lake in the Hills                      101 North Randall Road
         29   Oak Grove at Wildewood                           81 Mallet Hill Road
         30   Indian Creek                                     1152 Indian Run Drive
         31   Crossroads West                                  2101 W. Broadway
         32   Fairfax Junction                                 11001 Lee Highway
         33   Oak Grove at Lexington                           3901 Rapid Run Drive
         34   Burke Towne Center                               6030 - 6050 Burke Commons Road
         35   1545 Wilshire Boulevard                          1545 Wilshire Boulevard
         36   Residence Inn Southington                        778 West Street
         37   Cipriano Square                                  8831-8855 Greenbelt Road
         38   LEM-RAY Properties I DE, LLC                     Various
         39   Centre @ Greenway                                3831 Richmond Ave
         40   Star Plaza                                       2402 Bay Area Boulevard
         41   McDermott                                        2023-2035 McDermott Road
         42   Oxford Point Shopping Center                     110 Lincoln Hwy
         43   Grand View                                       8135 Callaghan Road
         44   Lake Worth West                                  6400-6490 Lake Worth Rd & 4180 Jog Rd
         45   Regency Park                                     701 Gilmer Road
         46   9200 Mentor Avenue                               9200 Mentor Avenue
         47   Kiln Creek                                       209 and 211 Village Avenue
         48   Residence Inn Danbury                            22 Segar Street
         49   Sierra Vista Apartments                          710 South Hardy Drive
         50   Centre Court                                     6010 Sandy Springs Circle
         51   Bealeton Village Center                          6346-6394 Village Center Drive
         52   Copper Mountain                                  2501 Bacon Ranch Road
         53   401 Frederick                                    401 Frederick Ave
         54   Chesapeake Square                                25102 Lankford Hwy
         55   Crossroads West SC                               300 S 291 Highway
         56   2024 West Sixth Street                           2024 West 6th Street
         57   Ulster Terrace                                   4955 South Ulster Street
         58   Courtyard Warwick                                55 Jefferson Park Road
         59   The Lodge Apartments                             5577 Northwest 50th Street
         60   Hermes Plaza                                     7311-7327 San Pedro Avenue
         61   Remington Apartments                             521 NW 5th Ave, 925 N Krome Ave, 906 NW 1st Ave, 480 NW 6th St,
                                                               460 NW 6th St, 186/194 NW 2nd St, 110 NE 10th St, 960 NE 1st Ave,
                                                               55 NE 9th Ct, 938 NW 1st Ave, 930 NW 1st Ave, 67 NE 9th Ct,
                                                               931 NW 2nd Ave, 1223 NE 1st Ave, 155 NW 10th St, 30100 Old Dixie Hwy
         62   K-Mart Bloomfield Hills                          2101 Telegraph Road
         63   2065 West Sixth Street                           2065 West 6th Street
         64   Lexington Commons                                10156-10192 West Broad Street



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

          1   New York            NY           10166   285,131,898.00   1,322,515.39    5.4896646         117      5/11/2015
          2   Providence          RI           02903   273,600,000.00   1,474,698.73   5.02500375          55      3/11/2010
          3   Chicago             IL           60661   220,000,000.00   1,045,779.92   5.62611364         118      6/11/2015
          4   Various             Various    Various   177,900,000.00   1,136,331.30    5.6903889         116      4/11/2015
          5   Various             Various    Various    80,000,000.00     435,836.00         5.13          84      8/11/2012
          6   Germantown          MD           20874    74,000,000.00     401,328.25         5.09         119      7/11/2015
          7   Florence            SC           29501    65,935,190.06     367,731.61         5.33         119      7/11/2015
          8   Naples              FL           34108    62,430,874.75     364,594.00         5.49         119      7/11/2015
          9   New York            NY           10001    53,849,116.67     316,846.64          5.8         105      5/11/2014
         10   Various             Various    Various    53,400,000.00     240,704.83        5.335          72      8/11/2011
         11   Chicago             IL           60611    52,800,000.00     325,184.83         5.53         120      8/11/2015
         12   New York            NY           10105    46,800,000.00     595,311.72       5.3645         120       8/8/2015
         13   McLean              VA           22102    36,800,000.00     204,123.64         5.29         119      7/11/2015
         14   Pembroke            MA           02359    34,000,000.00     187,959.90         5.26         118      6/11/2015
         15   Las Vegas           NV           89102    32,000,000.00     174,531.29         5.14         119      7/11/2015
         16   Brooklyn            NY           11201    32,000,000.00     144,107.41         5.33         120      8/11/2015
         17   Lauderhill          FL           33313    30,000,000.00     165,568.22        5.245         120      8/11/2015
         18   San Francisco       CA         Various    27,621,000.00     144,223.82         6.18          60      8/11/2010
         19   Frederick           MD           21703    27,200,000.00     148,016.79         5.12         119      7/11/2015
         20   Opelika             AL           36801    25,504,400.00     117,225.78         5.44         118      6/11/2015
         21   Plano               TX           75093    23,600,000.00     143,621.39       6.1398         177      5/11/2020
         22   West Hartford       CT           06107    23,500,000.00     130,978.59        5.333         120      8/11/2015

         23   Campbell            CA           95008    23,000,000.00      94,055.09         4.84          60      8/11/2010
         24   San Jose            CA           95128    22,478,809.97     127,752.53          5.5          59      7/11/2010
         25   New York            NY           10022    19,350,000.00     260,777.19       5.3911         121       9/8/2015
         26   Baltimore           MD           21239    17,000,000.00      74,890.90        5.214         120      8/11/2015
         27   Columbia            MO           65203    15,500,000.00      69,016.26         5.27         119      7/11/2015
         28   Lake in the Hills   IL           60156    15,200,000.00      84,878.88         5.35         120      8/11/2015
         29   Columbia            SC           29223    14,960,000.00      63,072.68         4.99          59      7/11/2010
         30   Carrollton          TX           75010    14,600,000.00      65,502.29         5.31         120      8/11/2015
         31   Columbia            MO           65203    13,500,000.00      58,970.31         5.17         119      7/11/2015
         32   Fairfax             VA           22030    13,425,000.00      81,287.75       6.0923         176      4/11/2020
         33   Lexington           KY           40515    13,120,000.00      55,315.07         4.99          59      7/11/2010
         34   Burke               VA           22015    12,425,000.00      75,641.33       6.1431         173      1/11/2020
         35   Los Angeles         CA           90017    11,000,000.00      62,181.01         5.46         120      8/11/2015
         36   Southington         CT           06489    10,950,000.00      63,086.24       5.6325         120      8/11/2015
         37   Greenbelt           MD           20770    10,650,000.00      60,737.08         5.54         178      6/11/2020
         38   San Francisco       CA         Various    10,606,000.00      55,379.52         6.18          60      8/11/2010
         39   Houston             TX           77027    10,518,858.18      60,299.50         5.56         117      5/11/2015
         40   Houston             TX           77062    10,060,000.00      59,991.78         5.95         177      5/11/2020
         41   Allen               TX           75013     9,870,000.00      58,774.88       5.9368         178      6/11/2020
         42   Fairless Hills      PA           19030     9,150,000.00      51,151.84         5.36         120      8/11/2015
         43   San Antonio         TX           78230     9,000,000.00      50,425.47         5.38         142      6/11/2017
         44   Lake Worth          FL           33463     8,723,309.09      52,899.81         5.34         118      6/11/2015
         45   Longview            TX           75604     8,400,000.00      45,607.78          5.1         119      7/11/2015
         46   Mentor              OH           44060     8,400,000.00      46,734.83       5.3171         120      8/11/2015
         47   Yorktown            VA           23693     8,140,000.00      48,177.19         5.88         176      4/11/2020
         48   Danbury             CT           06810     8,050,000.00      46,378.47       5.6325         120      8/11/2015
         49   Tempe               AZ           85281     7,800,000.00      43,410.69         5.32         107      7/11/2014
         50   Atlanta             GA           30328     7,720,000.00      46,037.43         5.95         177      5/11/2020
         51   Bealeton            VA           22712     7,692,944.77      44,252.65         5.61         119      7/11/2015
         52   Killeen             TX           76542     7,120,000.00      40,471.26         5.51         105      5/11/2014
         53   Gaithersburg        MD           20877     6,880,000.00      40,917.75        5.925         176      4/11/2020
         54   Onley               VA           23418     6,700,000.00      36,377.63          5.1         119      7/11/2015
         55   Liberty             MO           64068     6,600,000.00      37,061.03          5.4         119      7/11/2015
         56   Los Angeles         CA           90057     6,600,000.00      38,348.26         5.71         120      8/11/2015
         57   Denver              CO           80237     6,565,000.00      39,149.70         5.95         177      5/11/2020
         58   Warwick             RI           02888     6,450,000.00      37,160.39       5.6325         120      8/11/2015
         59   Oklahoma City       OK           73122     6,275,634.25      34,495.15          5.2         119      7/11/2015
         60   San Antonio         TX           78216     6,000,000.00      34,067.34          5.5         143      7/11/2017
         61   Homestead           FL           33030     5,500,000.00      30,371.20         5.25          59      7/11/2010



         62   Bloomfield          MI           48302     5,500,000.00      30,884.19          5.4         119      7/11/2015
         63   Los Angeles         CA           90057     5,500,000.00      31,956.89         5.71         120      8/11/2015
         64   Glen Allen          VA           23060     5,475,000.00      33,538.08       6.2015         177      5/11/2020



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

          1              0   Act/360           0.02075        0.02   Fee Simple             LB
          2            355   Act/360           0.02075        0.02   Leasehold              LB
          3              0   Act/360           0.02075        0.02   Fee Simple             LB
          4            294   Act/360           0.02075        0.02   Fee Simple/Leasehold   LB
          5            360   Act/360           0.02075        0.02   Fee Simple             LB
          6            360   Act/360           0.02075        0.02   Fee Simple             UBS
          7            359   Act/360           0.02075        0.02   Fee Simple             LB
          8            335   Act/360           0.02075        0.02   Fee Simple             LB
          9            357   Act/360           0.02075        0.02   Fee Simple             LB
         10              0   Act/360           0.02075        0.02   Fee Simple             LB
         11              0   Act/360           0.02075        0.02   Fee Simple             UBS
         12             97   Act/360           0.01325      0.0125   Fee Simple/Leasehold   UBS
         13            360   Act/360           0.02075        0.02   Fee Simple             UBS
         14            360   Act/360           0.06075        0.06   Fee Simple             LB
         15            360   Act/360           0.02075        0.02   Fee Simple             LB
         16              0   Act/360           0.02075        0.02   Fee Simple             UBS
         17            360   Act/360           0.02075        0.02   Fee Simple             LB
         18              0   Act/360           0.02075        0.02   Fee Simple             UBS
         19            360   Act/360           0.02075        0.02   Fee Simple             UBS
         20              0   Act/360           0.02075        0.02   Fee Simple             LB
         21            360   Act/360           0.02075        0.02   Fee Simple             LB
         22            360   Act/360           0.02075        0.02   Fee Simple             UBS

         23              0   Act/360           0.02075        0.02   Fee Simple             LB
         24            359   Act/360           0.02075        0.02   Fee Simple             UBS
         25             91   Act/360           0.01325      0.0125   Fee Simple             UBS
         26              0   Act/360           0.02075        0.02   Fee Simple             UBS
         27              0   Act/360           0.02075        0.02   Fee Simple             LB
         28            360   Act/360           0.02075        0.02   Fee Simple             UBS
         29              0   Act/360           0.02075        0.02   Fee Simple             LB
         30              0   Act/360           0.02075        0.02   Fee Simple             UBS
         31              0   Act/360           0.02075        0.02   Fee Simple             LB
         32            360   Act/360           0.02075        0.02   Fee Simple             LB
         33              0   Act/360           0.02075        0.02   Fee Simple             LB
         34            360   Act/360           0.02075        0.02   Fee Simple             LB
         35            360   Act/360           0.02075        0.02   Fee Simple             UBS
         36            360   Act/360           0.02075        0.02   Fee Simple             UBS
         37            360   Act/360           0.02075        0.02   Fee Simple             LB
         38              0   Act/360           0.02075        0.02   Fee Simple             UBS
         39            357   Act/360           0.02075        0.02   Fee Simple             LB
         40            360   Act/360           0.02075        0.02   Fee Simple             LB
         41            360   Act/360           0.02075        0.02   Fee Simple             LB
         42            360   Act/360           0.02075        0.02   Fee Simple             LB
         43            360   Act/360           0.02075        0.02   Fee Simple             LB
         44            298   Act/360           0.02075        0.02   Fee Simple             LB
         45            360   Act/360           0.02075        0.02   Fee Simple             LB
         46            360   Act/360           0.02075        0.02   Fee Simple             UBS
         47            360   Act/360           0.02075        0.02   Fee Simple             LB
         48            360   Act/360           0.02075        0.02   Fee Simple             UBS
         49            360   Act/360           0.11075        0.11   Fee Simple             LB
         50            360   Act/360           0.02075        0.02   Fee Simple             LB
         51            359   Act/360           0.02075        0.02   Fee Simple             LB
         52            360   Act/360           0.11075        0.11   Fee Simple             LB
         53            360   Act/360           0.02075        0.02   Fee Simple             LB
         54            360   Act/360           0.02075        0.02   Fee Simple             LB
         55            360   Act/360           0.06075        0.06   Fee Simple             LB
         56            360   Act/360           0.02075        0.02   Fee Simple             UBS
         57            360   Act/360           0.02075        0.02   Fee Simple             LB
         58            360   Act/360           0.02075        0.02   Fee Simple             UBS
         59            359   Act/360           0.02075        0.02   Fee Simple             UBS
         60            360   Act/360           0.02075        0.02   Fee Simple             LB
         61            360   Act/360           0.02075        0.02   Fee Simple             LB



         62            360   Act/360           0.02075        0.02   Fee Simple             LB
         63            360   Act/360           0.02075        0.02   Fee Simple             UBS
         64            360   Act/360           0.02075        0.02   Fee Simple             LB



                                                   ARD     ANTICIPATED
  MORTGAGE                                      MORTGAGE    REPAYMENT
LOAN NUMBER              DEFEASANCE               LOAN         DATE                           ARD SPREAD
-----------------------------------------------------------------------------------------------------------------------------

          1   Defeasance                        No                       N/A
          2   Defeasance                        No                       N/A
          3   Defeasance or Yield Maintenance   No                       N/A
          4   Defeasance                        No                       N/A
          5   Defeasance                        No                       N/A
          6   Defeasance                                                 N/A
          7   Defeasance                        No                       N/A
          8   Defeasance                        No                       N/A
          9   Yield Maintenance                 No                       N/A
         10   Yield Maintenance                 No                       N/A
         11   Defeasance                                                 N/A
         12   Defeasance                                                 N/A
         13   Defeasance                                                 N/A
         14   Defeasance                        No                       N/A
         15   Defeasance                        No                       N/A
         16   Defeasance                                                 N/A
         17   Defeasance                        No                       N/A
         18   Defeasance                                                 N/A
         19   Defeasance                                                 N/A
         20   Defeasance                        No                       N/A
         21   Yield Maintenance                 No                       N/A
         22   Defeasance                                                 N/A

         23   Yield Maintenance                 No                       N/A
         24   Yield Maintenance                                          N/A
         25   Defeasance                                                 N/A
         26   Yield Maintenance                                          N/A
         27   Defeasance                        No                       N/A
         28   Defeasance                                                 N/A
         29   Defeasance                        No                       N/A
         30   Defeasance                                                 N/A
         31   Defeasance                        No                       N/A
         32   Yield Maintenance                 No                       N/A
         33   Defeasance                        No                       N/A
         34   Yield Maintenance                 No                       N/A
         35   Defeasance                                                 N/A
         36   Defeasance                                                 N/A
         37   Yield Maintenance                 No                       N/A
         38   Defeasance                                                 N/A
         39   Defeasance                        No                       N/A
         40   Yield Maintenance                 No                       N/A
         41   Yield Maintenance                 No                       N/A
         42   Defeasance                        No                       N/A
         43   Defeasance                        No                       N/A
         44   Defeasance                        No                       N/A
         45   Defeasance                        No                       N/A
         46   Defeasance                                                 N/A
         47   Yield Maintenance                 No                       N/A
         48   Defeasance                                                 N/A
         49   Defeasance                        No                       N/A
         50   Yield Maintenance                 No                       N/A
         51   Defeasance                        No                       N/A
         52   Defeasance                        No                       N/A
         53   Yield Maintenance                 No                       N/A
         54   Defeasance                        No                       N/A
         55   Defeasance                        No                       N/A
         56   Defeasance                                                 N/A
         57   Yield Maintenance                 No                       N/A
         58   Defeasance                                                 N/A
         59   Defeasance                                                 N/A
         60   Defeasance                        No                       N/A
         61   Defeasance                        No



         62   Defeasance                        No                       N/A
         63   Defeasance                                                 N/A
         64   Yield Maintenance                 No                       N/A


               CREDIT LEASE                    MORTGAGE
              LOAN (TENANT,                      LOAN
  MORTGAGE     GUARANTOR OR        CROSS        SELLER
LOAN NUMBER    RATED PARTY)   COLLATERALIZED    LOAN ID
-------------------------------------------------------

          1                   No               LG004
          2                   No               LG001
          3                   No               50418010
          4                   No               LG005
          5                   No               LG003
          6                   No               10896
          7                   No               50324002
          8                   No               50330002
          9                   No               41213000
         10                   No               50301000
         11                   No               10930
         12                   No               UBS5
         13                   No               10894
         14                   No               50121007
         15                   No               50405003
         16                   No               10874
         17                   No               50222003
         18                   Yes (UBS-A)      10867a
         19                   No               10846
         20                   No               50210004
         21                   No               41206013
         22                   No               10895

         23                   No               41115003
         24                   No               10275
         25                   No               10924
         26                   No               10886
         27                   No               50121002
         28                   No               10870
         29                   No               50421005
         30                   No               10893
         31                   No               50208001
         32                   No               41206002
         33                   No               50421004
         34                   No               41014016
         35                   No               10904
         36                   No               10964
         37                   No               41014014
         38                   Yes (UBS-A)      10867c
         39                   No               50316000
         40                   No               41206006
         41                   No               50218002
         42                   No               50318004
         43                   No               50406003
         44                   No               50204001
         45                   No               50425003
         46                   No               10880
         47                   No               41206007
         48                   No               10965
         49                   No               50201001
         50                   No               41203000
         51                   No               41210000
         52                   No               40826002
         53                   No               41206014
         54                   No               50418003
         55                   No               50420003
         56                   No               10885
         57                   No               41206000
         58                   No               10966
         59                   No               10931
         60                   No               50324000
         61                   No               50405002
         62                   No               50314003
         63                   No               10884
         64                   No               41206004





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

         65   Kmart Greenwood                                  Highway 72 Bypass NW & Highway 25
         66   Pine Tree Plaza                                  4311 Lincolnway Boulevard
         67   Walgreens - St. Louis                            3720 North Kingshighway
         68   The Cottages                                     1 Cottage Drive
         69   Downey Petco                                     8550 & 8580 Firestone Blvd
         70   Walgreens - Albuquerque                          6605 4th Street Northwest
         71   Mr. Van Gard Self Storage                        17811 Bothell Everett Highway
         72   Val Vista Gateway                                1935-1939 South Val Vista Drive
         73   Walgreens - Oklahoma City                        2345 Classen Boulevard
         74   Savoy Shopping Center                            8511-8521 Liberty Road
         75   New York Plaza                                   1909-1917 E. Park Row
         76   RBC Centura                                      Various
         77   Walgreens - Rochester                            2985 Crooks Road
         78   University Mall                                  3838 Hardy Street
         79   Grants Ferry                                     5610 Hwy 25 (Lakeland Drive)
         80   1332 North Moorpark Road                         1332 North Moorpark Road
         81   Woodlawn Plaza                                   8610-8648 Mexico Road
         82   Summit Ridge Apartments                          408 Summit Ridge
         83   Inn @ Northrup Station                           2025 Northwest Northrup Street
         84   CVS - Montgomery                                 3190 Zelda Court
         85   CVS - Cornwall                                   65 Quaker Avenue
         86   Storage America                                  1425 S.W. 10th Street
         87   Southlake Marketplace Phase II                   2001 W Southlake Blvd.
         88   Hillcrest Estate Apartments                      101 North Crestland Drive
         89   Crossroads Centre Shopping Center                105 East End Boulevard
         90   Hampton Inn - Niceville                          4400 Ansley Drive
         91   Friendly Village of Adrian                       1100 South Main Street
         92   Atlantis Plaza                                   6074 Congress Avenue
         93   CVS - Jersey Shore                               1321 Allegheny Street
         94   CVS - Douglas                                    912 West Ward Street
         95   Walgreens Hillside                               109 Hillside Avenue
         96   Lodi Building                                    147 Main Street
         97   CVS Scituate Harbor                              100-106 Front Street
         98   Auburndale                                       2122 West Highway 92
         99   Ardmore Shopping Center                          601 N. Commerce Street
        100   Tim Smith Portfolio                              Various
        101   Lombard Place I DE, LLC                          1304 Lombard Street
        102   Stonewall I & II                                 3423 Sevier Avenue and 5022 Chapman Highway
        103   Shoppes at Lakeview                              12488 W. Atlantic Boulevard
        104   Cornerstone Apartments                           1002 Grosvenor Blvd.
        105   Park Place                                       3611 Maplewood Avenue
        106   Affordable Self Storage & Tech Business Center   3114 Augusta Tech Dr
        107   Sanford II                                       1681 Rinehart Road
        108   West Point Station                               1416 Lee Street
        109   Argonne Mission Center                           1521 North Argonne Road
        110   Marvin Gardens Apartments                        500 West 6th Street
        111   Mallory Station III                              390 Mallory Station Road
        112   Idaho Self Storage                               10908 West Fairview Ave.
        113   Aaron Self Storage                               2595 E. Highway 25/70
        114   Hardy Street Station                             3901 Hardy Street
        115   Storage USA                                      7230 Airways Blvd


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

         65   Greenwood           SC           29649     5,444,713.22      30,535.42         5.38         119      7/11/2015
         66   Sterling            IL           61081     5,440,000.00      30,581.24         5.41         120      8/11/2015
         67   St. Louis           MO           63115     5,418,000.00      24,353.41         5.32         120      8/11/2015
         68   Newnan              GA           30265     5,355,000.00      28,413.73         6.28         118      6/11/2015
         69   Downey              CA           90241     5,300,000.00      29,695.00         5.38         119      7/11/2015
         70   Albuquerque         NM           87107     5,300,000.00      24,181.25          5.4         119      7/11/2015
         71   Mill Creek          WA           98012     5,239,419.91      30,006.86         5.56         118      6/11/2015
         72   Mesa                AZ           85204     5,000,000.00      29,560.91         5.87         118      6/11/2015
         73   Oklahoma City       OK           73106     5,000,000.00      22,812.50          5.4         119      7/11/2015
         74   Randallstown        MD           21133     4,729,536.85      28,710.09         5.85         118      6/11/2015
         75   Arlington           TX           76010     4,700,000.00      25,837.25         5.21         119      7/11/2015
         76   Various             GA         Various     4,687,000.00      23,265.48        5.875          84      8/11/2012
         77   Rochester Hills     MI           48309     4,680,000.00      20,838.46         5.27         120      8/11/2015
         78   Hattiesburg         MS           39401     4,466,918.48      27,779.30          5.6         118      6/11/2015
         79   Brandon             MS           39047     4,307,385.66      26,787.19          5.6         118      6/11/2015
         80   Thousand Oaks       CA           91362     4,191,295.70      23,663.01         5.43         118      6/11/2015
         81   O'Fallon            MO           63366     4,091,773.14      23,485.56         5.58         118      6/11/2015
         82   Oklahoma City       OK           73114     3,810,000.00      21,038.96         5.25         120      8/11/2015
         83   Portland            OR           97209     3,800,000.00      24,460.23         5.99         120      8/11/2015
         84   Montgomery          AL           36106     3,591,000.00      16,748.02         5.52         121      9/11/2015
         85   Cornwall            NY           12518     3,587,000.00      17,214.28         5.68         119      7/11/2015
         86   Delray Beach        FL           33444     3,496,453.34      19,218.88          5.2         119      7/11/2015
         87   Southlake           TX           76092     3,470,000.00      15,274.83         5.21          59       7/1/2010
         88   Norman              OK           73071     3,425,000.00      18,912.98         5.25         120      8/11/2015
         89   Marshall            TX           75670     3,250,000.00      19,494.73         5.26         119      7/11/2015
         90   Niceville           FL           32578     3,200,000.00      19,938.48         5.65         120      8/11/2015
         91   Adrian              MI           49221     3,200,000.00      18,229.53         5.53         120      8/11/2015
         92   Lantana             FL           33462     3,193,296.84      17,929.06         5.38         118      6/11/2015
         93   Jersey Shore        PA           17740     3,178,000.00      14,419.07         5.37         120      8/11/2015
         94   Douglas             GA           31533     3,100,000.00      14,353.29         5.48         120      8/11/2015
         95   New Hyde Park       NY           11040     3,025,000.00      17,194.60         5.51         119      7/11/2035
         96   Lodi                NJ           07644     2,997,160.63      16,996.04         5.48         119      7/11/2015
         97   Scituate            MA           02066     2,894,306.12      16,794.88         5.68         178      6/11/2020
         98   Auburndale          FL           33823     2,820,000.00      16,100.23         5.55         120      8/11/2015
         99   Ardmore             OK           73401     2,775,000.00      16,119.74         5.45         118      6/11/2015
        100   Various             OH         Various     2,572,498.27      16,036.63        5.625         118      6/11/2015
        101   San Francisco       CA           94109     2,473,000.00      12,912.84         6.18          60      8/11/2010
        102   Knoxville           TN           37920     2,450,000.00      15,191.81          5.6         114      2/11/2015
        103   Coral Springs       FL           33071     2,350,000.00      13,020.49         5.28         118      6/11/2015
        104   San Antonio         TX           78221     2,297,697.23      12,700.69         5.25         119      7/11/2015
        105   Wichita Falls       TX           76308     2,239,000.00      12,363.84         5.25         120      8/11/2015
        106   Augusta             GA           30902     2,095,638.52      11,818.38         5.42         118      6/11/2015
        107   Sanford             FL           32771     2,081,600.00      11,753.88         5.45         120      8/11/2015
        108   West Point          VA           23181     1,998,074.12      11,243.10         5.41         119      7/11/2015
        109   Spokane             WA           99212     1,925,000.00      10,701.57         5.31         117      5/11/2015
        110   Irving              TX           75060     1,844,570.57      11,438.08         5.57         118      6/11/2015
        111   Franklin            TN           37067     1,596,733.58       9,084.62          5.5         118      6/11/2015
        112   Boise               ID           83713     1,500,000.00       8,526.25         5.51         120      8/11/2015
        113   Dandridge           TN           37725     1,435,603.50       8,095.03         5.41         117      5/11/2015
        114   Hattiesburg         MS           39401     1,393,849.79       9,709.67          5.6         118      6/11/2015
        115   Southaven           MS           38671     1,123,977.54      16,202.47          5.3          83      7/11/2012


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

         65            359   Act/360           0.11075        0.11   Fee Simple             LB
         66            360   Act/360           0.02075        0.02   Fee Simple             LB
         67              0   Act/360           0.02075        0.02   Fee Simple             UBS
         68              0   Act/360           0.02075        0.02   Fee Simple             UBS
         69            360   Act/360           0.06075        0.06   Fee Simple             LB
         70              0   Act/360           0.02075        0.02   Fee Simple             UBS
         71            358   Act/360           0.02075        0.02   Fee Simple             LB
         72            360   Act/360           0.08075        0.08   Fee Simple             LB
         73              0   Act/360           0.02075        0.02   Fee Simple             UBS
         74            334   Act/360           0.02075        0.02   Fee Simple             LB
         75            360   Act/360           0.02075        0.02   Fee Simple             LB
         76              0   Act/360           0.02075        0.02   Fee Simple             UBS
         77              0   Act/360           0.02075        0.02   Fee Simple             UBS
         78            298   Act/360           0.02075        0.02   Fee Simple             LB
         79            298   Act/360           0.02075        0.02   Fee Simple             LB
         80            358   Act/360           0.02075        0.02   Fee Simple             LB
         81            358   Act/360           0.02075        0.02   Fee Simple             LB
         82            360   Act/360           0.02075        0.02   Fee Simple             UBS
         83            300   Act/360           0.02075        0.02   Fee Simple             UBS
         84              0   Act/360           0.02075        0.02   Fee Simple             UBS
         85              0   Act/360           0.02075        0.02   Fee Simple             UBS
         86            359   Act/360           0.11075        0.11   Fee Simple             LB
         87              0   Act/360           0.02075        0.02   Fee Simple             LB
         88            360   Act/360           0.02075        0.02   Fee Simple             UBS
         89            300   Act/360           0.02075        0.02   Fee Simple             LB
         90            300   Act/360           0.02075        0.02   Fee Simple             LB
         91            360   Act/360           0.02075        0.02   Fee Simple             UBS
         92            358   Act/360           0.02075        0.02   Fee Simple             LB
         93              0   Act/360           0.02075        0.02   Fee Simple             UBS
         94              0   Act/360           0.02075        0.02   Fee Simple             UBS
         95            360   Act/360           0.02075        0.02   Leasehold              LB
         96            359   Act/360           0.02075        0.02   Fee Simple             UBS
         97            358   Act/360           0.02075        0.02   Fee Simple             LB
         98            360   Act/360           0.02075        0.02   Fee Simple             LB
         99            336   Act/360           0.11075        0.11   Fee Simple             LB
        100            298   Act/360           0.02075        0.02   Fee Simple             UBS
        101              0   Act/360           0.02075        0.02   Fee Simple             UBS
        102            300   Act/360           0.11075        0.11   Fee Simple             LB
        103            360   Act/360           0.02075        0.02   Fee Simple             LB
        104            359   Act/360           0.11075        0.11   Fee Simple             LB
        105            360   Act/360           0.02075        0.02   Fee Simple             UBS
        106            358   Act/360           0.11075        0.11   Fee Simple             LB
        107            360   Act/360           0.02075        0.02   Fee Simple             LB
        108            359   Act/360           0.02075        0.02   Fee Simple/Leasehold   LB
        109            360   Act/360           0.02075        0.02   Fee Simple             LB
        110            298   Act/360           0.02075        0.02   Fee Simple             LB
        111            358   Act/360           0.02075        0.02   Fee Simple             UBS
        112            360   Act/360           0.02075        0.02   Fee Simple             LB
        113            357   Act/360           0.11075        0.11   Fee Simple             LB
        114            238   Act/360           0.02075        0.02   Fee Simple             LB
        115             83   Act/360           0.02075        0.02   Fee Simple             LB


                                                   ARD     ANTICIPATED
  MORTGAGE                                      MORTGAGE    REPAYMENT
LOAN NUMBER              DEFEASANCE               LOAN         DATE                           ARD SPREAD
-----------------------------------------------------------------------------------------------------------------------------

         65   Yield Maintenance                 No                       N/A
         66   Defeasance                        No                       N/A
         67   Defeasance                                                 N/A
         68   Defeasance                                                 N/A
         69   Defeasance                        No                       N/A
         70   Defeasance                                                 N/A
         71   Defeasance                        No                       N/A
         72   Defeasance                        No                       N/A
         73   Defeasance                                                 N/A
         74   Defeasance                        No                       N/A
         75   Defeasance                        No                       N/A
         76   Defeasance                                                 N/A
         77   Defeasance                                                 N/A
         78   Defeasance                        No                       N/A
         79   Defeasance                        No                       N/A
         80   Defeasance                        No                       N/A
         81   Defeasance                        No                       N/A
         82   Defeasance                                                 N/A
         83   Yield Maintenance                                          N/A
         84   Defeasance                                                 N/A
         85   Defeasance                                                 N/A
         86   Defeasance                        No                       N/A
         87   Defeasance                        No                       N/A
         88   Defeasance                                                 N/A
         89   Defeasance                        No                       N/A
         90   Defeasance                        No                       N/A
         91   Defeasance                                                 N/A
         92   Defeasance                        No                       N/A
         93   Defeasance                                                 N/A
         94   Defeasance                                                 N/A
         95   Defeasance                        Yes                      7/11/2015 5.0% + Greater of (Rate or Treasury Yield)
         96   Defeasance                                                 N/A
         97   Defeasance                        No                       N/A
         98   Defeasance                        No                       N/A
         99   Defeasance                        No                       N/A
        100   Defeasance                                                 N/A
        101   Defeasance                                                 N/A
        102   Defeasance                        No                       N/A
        103   Defeasance                        No                       N/A
        104   Defeasance                        No                       N/A
        105   Defeasance                                                 N/A
        106   Defeasance                        No                       N/A
        107   Defeasance                        No                       N/A
        108   Defeasance                        No                       N/A
        109   Defeasance                        No                       N/A
        110   Defeasance                        No                       N/A
        111   Defeasance                                                 N/A
        112   Defeasance                        No                       N/A
        113   Defeasance                        No                       N/A
        114   Defeasance                        No                       N/A
        115   Defeasance                        No                       N/A


               CREDIT LEASE                    MORTGAGE
              LOAN (TENANT,                      LOAN
  MORTGAGE     GUARANTOR OR        CROSS        SELLER
LOAN NUMBER    RATED PARTY)   COLLATERALIZED    LOAN ID
-------------------------------------------------------

         65                   No               50421002
         66                   No               50428001
         67                   No               UBS8
         68                   No               10837
         69                   No               50509004
         70                   No               10898
         71                   No               50314005
         72                   No               50323000
         73                   No               10899
         74                   No               41115001
         75                   No               50112000
         76                   No               10889
         77                   No               UBS9
         78                   Yes (LB-E)       50225002
         79                   Yes (LB-E)       50225004
         80                   No               41119004
         81                   No               50210007
         82                   No               UBS1c
         83                   No               10852
         84                   No               10901
         85                   No               10890
         86                   No               50413003
         87                   No               50407000
         88                   No               UBS1d
         89                   No               50307000
         90                   No               50328005
         91                   No               10821
         92                   No               50125001
         93                   No               10907
         94                   No               10925
         95                   No               50223000
         96                   No               10831
         97                   No               50224003
         98                   No               41207002
         99                   No               50316002
        100                   No               10826
        101                   Yes (UBS-A)      10867b
        102                   No               41117003
        103                   No               50425001
        104                   No               50228004
        105                   No               UBS1e
        106                   No               50228000
        107                   No               50125006
        108                   No               50201002
        109                   No               41228005
        110                   No               50322003
        111                   No               10801
        112                   No               41129002
        113                   No               50304002
        114                   No               50302004
        115                   No               50303007




                                   SCHEDULE II

                 REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR

     (i) Trust Mortgage Loan Schedule. The information pertaining to such
Mortgage Loan set forth in the Trust Mortgage Loan Schedule was true and correct
in all material respects as of its Due Date in 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 Lehman
Mortgage Loan Seller or another Affiliate of the Depositor, then, as of the date
of its origination, such Mortgage Loan complied in all material respects with,
or was exempt from, all requirements of federal, state or local law relating to
the origination of such Mortgage Loan; and, if such Mortgage Loan was not
originated by the Lehman Mortgage Loan Seller or another Affiliate of the
Depositor, then, to the Depositor's actual knowledge, after having performed the
type of due diligence customarily performed in the origination of comparable
mortgage loans by the Lehman Mortgage Loan Seller, as of the date of its
origination, such Mortgage Loan complied in all material respects with, or was
exempt from, all requirements of federal, state or local law relating to the
origination of such Mortgage Loan.

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

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

     (v) Loan Document Status. Each of the related Mortgage Note, Mortgage(s),
Assignment(s) of Leases, if separate from the related Mortgage, and other
agreements executed in favor of the lender in connection therewith is the legal,
valid and binding obligation of the maker thereof (subject to the non-recourse
provisions therein and any state anti-deficiency legislation), enforceable in
accordance with its terms, except that (A) such enforcement may be limited by
(1) bankruptcy, insolvency, receivership, reorganization, liquidation, voidable
preference, fraudulent conveyance and transfer, moratorium and/or other similar
laws affecting the enforcement of creditors' rights generally, and (2) general
principles of



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

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

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

     (viii) First Lien. Each related Mortgage is a valid and, subject to the
limitations and exceptions in paragraph (v) above, enforceable first lien on the
related Mortgaged Property including all improvements thereon (other than any
tenant owned improvements), which Mortgaged Property is free and clear of all
encumbrances and liens having priority over or



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

     (ix) Taxes and Assessments. All taxes, governmental assessments, water
charges, sewer rents or similar governmental charges which, in all such cases,
were directly related to the related Mortgaged Property and could constitute
liens on the related Mortgaged Property prior to the lien of the related
Mortgage, together with all ground rents, that prior to the related Due Date in
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 Depositor knows of no unpaid tax,
assessment, ground rent, water charges or sewer rent,



which, in all such cases, were directly related to the subject Mortgaged
Property and could constitute liens on the subject Mortgaged Property prior to
the lien of the related Mortgage that prior to the Closing Date became due and
delinquent in respect of any related Mortgaged Property, or in any such case an
escrow of funds in an amount sufficient to cover such payments has been
established.

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

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

     (xii) Property Insurance. As of the date of its origination and, to the
Depositor's actual knowledge, as of the Cut-off Date, all insurance required
under each related Mortgage (except where a tenant under a lease is permitted to
insure or self-insure under a lease)



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




such Mortgage Loan or earthquake insurance was obtained; and (B) the probable
maximum loss for the related Mortgaged Property as reflected in such seismic
assessment, if any, was determined based upon a return period of not less than
475 years, an exposure period of 50 years and a 10% probability of incidence.
Schedule III-(xii) attached hereto is true and correct in all material respects.

     (xiii) No Material Defaults. Other than payments due but not yet 30 days or
more delinquent, there is (A) no material default, breach, violation or event of
acceleration existing under the related Mortgage Note, the related Mortgage or
other loan documents relating to such Mortgage Loan, and (B), to the knowledge
of the Depositor, no event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a material default,
breach, violation or event of acceleration under any of such documents;
provided, however, that this representation and warranty does not cover any
default, breach, violation or event of acceleration (A) that specifically
pertains to or arises out of the subject matter otherwise covered by any other
representation and warranty made by the Depositor in this Schedule II) or (B)
with respect to which neither the Depositor nor the Lehman Mortgage Loan Seller
has any actual knowledge. Neither the Depositor nor the Lehman Mortgage Loan
Seller has waived, in writing or with knowledge, any material default, breach,
violation or event of acceleration under any of such documents. Under the terms
of such Mortgage Loan, no person or party other than the mortgagee or its
servicing agent may declare an event of default or accelerate the related
indebtedness under such Mortgage Loan.

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

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

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

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




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

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

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

     The Mortgagor with respect to such Mortgage Loan has represented, warranted
and covenanted generally to the effect that, to its knowledge, except as set
forth in the environmental reports described above, it has not used, caused or
permitted to exist, and will not use, cause or permit to exist, on the related
Mortgaged Property, any Hazardous Materials in any manner which violates
applicable federal, state or local laws governing the use, storage, handling,
production or disposal of Hazardous Materials at the related Mortgaged Property
and (A) the related Mortgagor and a natural person have agreed to indemnify the
mortgagee under such Mortgage Loan, and its successors and assigns, against any
losses, liabilities, damages, penalties, fines, claims and reasonable out of
pocket expenses (excluding lost profits, consequential damages and diminution of
value of the related Mortgaged Property, provided that no Lehman Trust Mortgage
Loan with an original principal balance equal to or greater than




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

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

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

     (xxi) Bankruptcy. The related Mortgagor is not a debtor in any bankruptcy,
reorganization, insolvency or comparable proceeding; provided, however, that
this representation and warranty does not cover any such bankruptcy,
reorganization, insolvency or comparable proceeding with respect to which: (1)
neither the Depositor nor the Lehman Mortgage Loan Seller has any actual
knowledge and (2) written notice of the discovery thereof is not delivered to
the Depositor by the Trustee or the Master Servicer on or prior to the date
occurring twelve months after the Closing Date.

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

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

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

     (xxv) Due-on-Encumbrance. Each Lehman Trust Mortgage Loan contains
provisions for the acceleration of the payment of the unpaid principal balance
of such Mortgage Loan if, without the prior written consent of the mortgagee or
Rating Agency confirmation that an Adverse Rating Event with respect to any
Class of Certificates would not occur, any related




Mortgaged Property or any direct controlling interest in the Mortgagor is
directly encumbered in connection with subordinate financing; and, except in the
case of a Lehman Trust Mortgage Loan that is part of a Loan Combination (for
which such consent has been granted with respect to the other mortgage loan(s)
in such Loan Combination), and except for the respective Lehman Trust Mortgage
Loans secured by the Mortgaged Properties listed on Schedule III-(xxv) (for
which such consent has been granted with respect to mezzanine debt), no such
consent has been granted by the Lehman Mortgage Loan Seller. To the Depositor's
knowledge, no related Mortgaged Property is encumbered in connection with
subordinate financing (except that each Mortgaged Property securing a Lehman
Trust Mortgage Loan that is part of a Loan Combination also secures the other
mortgage loan(s) in such Loan Combination); however, if the related Mortgaged
Property is listed on Schedule III-(xxv), then certain direct controlling equity
holders in the related Mortgagor are known to the Depositor to have incurred
debt secured by their ownership interest in the related Mortgagor.

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

     (xxvii) Mortgagor Concentration. Except in the case of the Lehman Trust
Mortgage Loans secured by the Mortgaged Properties identified on the Trust
Mortgage Loan Schedule as 200 Park Avenue, Providence Place, 500 West Madison
Street and Courtyard by Marriott Portfolio, such Mortgage Loan, together with
any other Lehman Trust Mortgage Loan made to the same Mortgagor or to an
Affiliate of such Mortgagor, does not represent more than 5% of the Initial Pool
Balance.

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

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

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



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

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

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

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



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

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

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

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

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

     (xxxviii) Cross-Collateralization. The related Mortgaged Property is not,
to the Depositor's knowledge, collateral or security for any mortgage loan that
is not in the Trust Fund and, if such Mortgage Loan is cross-collateralized, it
is cross-collateralized only with other Mortgage Loans in the Trust Fund, except
that a Lehman Trust Mortgage Loan that is part of a Loan Combination is secured
by one or more Mortgaged Properties that also secure the related Non-Trust
Mortgage Loan(s). The security interest/lien on each material item of collateral
for



such Mortgage Loan has been assigned to the Trustee (or, in the case of an
Outside Serviced Trust Mortgage Loan, to the related Outside Trustee).

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

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

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

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

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

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

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




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

          (B) upon the foreclosure of such Mortgage Loan (or acceptance of a
     deed in lieu thereof), the Mortgagor's interest in such Ground Lease is
     assignable to the Trustee (or, in the case of an Outside Serviced Trust
     Mortgage Loan, to the related Outside 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
     Depositor, except for payments due but not yet 30 days or more delinquent,
     (1) there is no material default under such Ground Lease, and (2) there is
     no event which, with the passage of time or with notice and the expiration
     of any grace or cure period, would constitute a material default under such
     Ground Lease;

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

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




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

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

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

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

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

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

     (xlvi) Fee Simple and Leasehold Interest. If such Mortgage Loan is secured
by the interest of the related Mortgagor under a Ground Lease and by the related
fee interest, then (A) such fee interest is subject, and subordinated of record,
to the related Mortgage, (B) the related Mortgage does not by its terms provide
that it will be subordinated to the lien of any other mortgage or other lien
upon such fee interest, and (C) upon occurrence of a default under the terms of
the related Mortgage by the related Mortgagor, the mortgagee under such Mortgage
Loan has the right (subject to the limitations and exceptions set forth in
paragraph (v) above) to foreclose upon or otherwise exercise its rights with
respect to such fee interest.




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

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

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

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




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

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

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

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

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

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

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

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

          (B) such Mortgage Loan provides that from the related Anticipated
     Repayment Date through the maturity date for such Mortgage Loan, all excess
     cash flow (net of normal monthly debt service on such Mortgage Loan,
     monthly expenses reasonably related to the operation of the related
     Mortgaged Property, amounts due for reserves established under such
     Mortgage Loan, and payments for any other expenses, including capital
     expenses, related to such Mortgaged Property which are approved by
     mortgagee) will be applied to repay principal due under such Mortgage Loan;




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

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

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






                                   SCHEDULE III

      EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR-2005-C5



The following are the exceptions for the Lehman loans to the Representations and
Warranties for the above-referenced transaction:

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REPRESENTATION FROM          Property and Exception
SECTION 2.04
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(v) Loan Document Status     200 Park Avenue; 401 Frederick; 500 West Madison
                             Street; 1332 North Moorpark Road; Burke Towne
                             Center; Centre Court; Chesapeake Square; Cipriano
                             Square; Courtyard by Marriott Portfolio; Crossroads
                             West SC; Fairfax Junction; Kiln Creek; Lake Worth
                             West; Lexington Commons Shopping Center; Magnolia
                             Mall; McDermott Commons Shopping Center; Polo Towne
                             Center; Providence Place; Star Plaza Shopping
                             Center; Stonewall I & II; TAG Portfolio; The
                             Commons Apartments; Ulster Terrace; and U-Store-It
                             Portfolio VI. With respect to environmental
                             carveouts and environmental indemnitors, see also
                             entries under Schedule I (xix) "Environmental
                             Conditions" below.

                             The Commons Apartments. The related guaranty does
                             not extend to fraudulent conveyance.

                             Tiger Town. The related recourse carve-out limits
                             the guarantor's liability to $402,600.00 plus (i)
                             interest on such sum at the interest rate in effect
                             from time to time under the related note through
                             the date of Guarantor's payment of the amount due
                             under the related guaranty, plus (ii) the amount of
                             any enforcement costs.

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(viii) First Lien            Under the law of the State of Illinois,
                             subsequently filed mechanic's liens can be superior
                             to the lien of a mortgage.

                             424 West 33rd Street. With respect to this loan,
                             see also entries under Schedule I (xxvi) "Due on
                             Sale" below.

                             500 West Madison Street. The improvements on the
                             related mortgaged property include a certain
                             pedestrian bridge that joins the building on the
                             related mortgaged real property to another building
                             that is not a part of the related mortgaged real
                             property. Such bridge is governed by certain
                             "Bridge Agreements" which are not recorded against
                             the related mortgaged real property and are not
                             insurable as real property. The mortgage lender has
                             taken a security interest in the Bridge Agreements.

                             LaPlaya Beach & Golf Resort. The related borrower
                             holds a license to utilize golf facilities located
                             off the site of the related mortgaged real
                             property. The license does not constitute an
                             easement or other estate in land and assurance
                             cannot be provided that the same will not be
                             subject to termination in the event of a bankruptcy
                             proceeding or similar event.

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                             Providence Place. The related mortgaged real
                             property is subject to a parking lease between the
                             related borrower, as lessor, and the Rhode Island
                             Economic Development Corporation ("RIEDC") pursuant
                             to which RIEDC, or the State of Rhode Island in
                             lieu of RIEDC, and the City of Providence, jointly
                             have an option to purchase the parking garage
                             serving the related mortgaged real property. Such
                             option may be exercised in the final year of the
                             initial term of the related ground lease.

                                 Pursuant to a tax treaty agreement, the related
                             borrower has agreed to make certain fixed payments
                             in lieu of real estate taxes for a period
                             commencing in October 2000 and extending through
                             June 2028. Related borrower's obligation to make
                             such payments is secured by a lien upon the related
                             mortgaged real property which is prior to the lien
                             of the related mortgaged real property securing the
                             related loan.

                             TAG Portfolio. Both of the related mortgaged real
                             properties comprising the TAG Portfolio are subject
                             to an "Operating Lease Agreement" (the "Master
                             Lease") between the related borrower and Corridors
                             I & II/Loudoun II SPE Leaseco, L.L.C. (the "Master
                             Lessee"). The Master Lease provides for rent
                             payable to the related borrower in an amount equal
                             to the monthly payments on the related loan and
                             other amounts payable under the related mortgage
                             loan documents and also contains an option in favor
                             of Master Lessee to purchase such properties. The
                             Master Lease is subordinate to the related
                             Mortgages pursuant to a subordination agreement
                             pursuant to which Master Lessee agrees to comply
                             with the cash management and single purpose entity
                             provisions of the related mortgage loan documents,
                             agrees not to modify the Master Lease to reduce the
                             rent payable without mortgage lender's consent, and
                             acknowledges that the exercise of the option to
                             purchase the related mortgaged real properties
                             pursuant to the Master Lease is subject to mortgage
                             lender's consent.

                             West Point Station. With respect to this loan, see
                             also entry under Schedule (xi) "Title Insurance"
                             below.

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(x) No Material Damage       Oxford Point Shopping Center. The Pennsylvania
                             Department of Transportation (the "PaDOT") filed a
                             Declaration of Taking on October 30, 2002, covering
                             approximately .1593 acres of the related mortgaged
                             real property in order to create a right-of-way to
                             a highway. According to information provided by the
                             borrower and its consultant, the condemnation will
                             result in a change of access to the related
                             mortgaged real property and the loss of
                             approximately 29 parking spaces. The related
                             borrower has provided to mortgage lender a letter
                             from the Falls Township Manager which states that
                             after the striping of an area behind the shopping
                             center improvements to provide for an additional 25
                             spaces, the subject mortgaged real property will
                             remain in compliance with the Township parking
                             ordinance.

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(xi) Title Insurance         200 Park Avenue. The related mortgaged property is
                             coinsured under two ALTA policies of title
                             insurance aggregating $900,000,000.

                             Courtyard by Marriott Portfolio. The ALTA policy
                             for each related mortgaged real property is in the
                             amount of the allocated loan amount for each
                             respective

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--------------------------------------------------------------------------------
                             related mortgaged real property and the ALTA policy
                             has tie-in endorsements.

                             LaPlaya Beach & Golf Resort. With respect to this
                             loan, see also entry under Schedule I (viii) "First
                             Lien" below.

                             Providence Place. Certain in-line tenants at the
                             related mortgaged real property have co-tenancy
                             provisions in their respective leases that are
                             triggered by the vacancy of an anchor tenant
                             permitting them to terminate their leases and/or
                             pay a reduced rent in the event that either Lord &
                             Taylor is not in continuous operation or a suitable
                             replacement anchor at the related mortgaged real
                             property is not in occupancy and open for business
                             within a specified period of time following the
                             date the related space was vacated by the prior
                             anchor.

                             Tiger Town. The related mortgaged real property is
                             subject to a Best Buy lease containing a currently
                             operative use exclusive which if violated may
                             entitle the tenant to terminate its lease or
                             exercise other remedies; the existence of which
                             provision may cause such provisions in other
                             leases, such as TJ Maxx, and Dress Barn, to also
                             become currently operative. The use conducted by
                             Ross Dress for Less may violate operative use
                             restrictions in the TJ Maxx lease and both the uses
                             of TJ Maxx and Ross Dress for Less may violate such
                             restrictions under the Dress Barn Lease. The use
                             restriction contained in the Office Depot lease is
                             ambiguous as to whether it is currently operative,
                             but if currently operative, may cause other
                             exclusives to become operative as well. In
                             addition, certain leases may contain co-tenancy
                             provisions permitting tenants to terminate their
                             leases and/or to pay reduced rent, which provisions
                             may be triggered if other tenants exercise their
                             right to terminate their leases for breach of an
                             exclusive use clause contained in their leases.

                                 The related borrower has advised mortgage
                             lender that it is presently seeking to amend the
                             Best Buy lease to remove the exclusive use right
                             granted to Best Buy, in order to avoid triggering
                             other use exclusives under other leases and to
                             obtain written clarification from Office Depot to
                             the effect that the exclusive use right granted to
                             Office Depot is a springing exclusive use right. An
                             escrow of $500,000 to cover costs associated with
                             obtaining such amendment and clarification was
                             established by the related borrower and pledged to
                             mortgage lender. Further, losses arising out of the
                             foregoing were included in the related recourse
                             carveout guaranty executed at closing of the
                             related loan.

                             West Point Station. McDonalds has an option under
                             its lease to purchase fee title to the leased
                             premises described in such lease at any time after
                             the 20th year of the its lease. McDonalds has
                             delivered a subordination, nondisturbance and
                             attornment agreement to lender in which McDonalds
                             acknowledged that the option to purchase such
                             premises is subject and subordinate to the lien and
                             terms of the related mortgage documents and shall
                             not apply to any transfer of the related mortgaged
                             real property, in whole or in part, by foreclosure.

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(xii) Property Insurance     With respect to substantially all of the Lehman
                             Trust Mortgage Loans, the related mortgage
                             documents require that any "financial strength" or
                             "claims paying ability" rating from A.M. Best be at
                             least "'A-/VIII' or 'a rating of 'A'


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                             or better for claims paying ability assigned by
                             Moody's Investors Service, Inc. and Standard &
                             Poor's Rating Group except for the following: 424
                             West 33rd Street; Courtyard By Marriott Portfolio;
                             LaPlaya Beach & Golf Resort; Magnolia Mall; and
                             U-Store-It Portfolio VI.

                             With respect to certain Lehman Trust Mortgage
                             Loans, the mortgage lender accepted comprehensive
                             liability insurance in an amount less than that
                             required by the related mortgage loan documents,
                             provided, however, that all of the Lehman Trust
                             Mortgage Loans provide a primary general liability
                             policy of at least $1,000,000 per occurrence with
                             $2,000,000 in the aggregate, except for the
                             following: 424 West 33rd Street; 500 West Madison
                             Street; Courtyard By Marriott Portfolio; LaPlaya
                             Beach & Golf Resort; Magnolia Mall; Providence
                             Place; TAG Portfolio; and U-Store-It Portfolio VI.

                             200 Park Avenue. The related loan agreement
                             provides that (a) in the case of a policy issued by
                             4 or fewer insurers, at least 75% of the insurers
                             must have a financial strength/ claims paying
                             ability rating of at least "A-" ( or its
                             equivalent) by at least two rating agencies one of
                             which shall be S&P if S&P is rating the
                             Certificates and the other of which shall be
                             Moody's if Moody's is rating the Certificates (or
                             if the Certificates are rated by only one rating
                             agency, then by such rating agency) and no such
                             insurer providing, in the aggregate, coverage in an
                             amount up to and including the outstanding
                             principal amount of the related loan may have a
                             financial strength/ claims paying ability rating
                             below "BBB-" (or its equivalent) and (b) in the
                             case of a policy issued by 5 or more insurers at
                             least 60% of the issuers must have a financial
                             strength/ claims paying ability rating of at least
                             "A-" by at least two rating agencies one of which
                             shall be S&P if S&P is rating the Certificates and
                             the other of which shall be Moody's if Moody's is
                             rating the Certificates (or if the Certificates are
                             rated by only one rating agency, then by such
                             rating agency) and no such insurer providing, in
                             the aggregate, coverage in an amount up to and
                             including the outstanding principal amount of the
                             related loan may have a financial strength/ claims
                             paying ability rating below "BBB-" (or its
                             equivalent). In the case of worker's compensation
                             and employer's liability insurance, a New York
                             State-sponsored Governmental Authority providing
                             such insurance will satisfy the requirements of the
                             related loan agreement. The related borrower is not
                             required to expend more than $7,950,000 in any
                             fiscal year on insurance premiums for all-risk,
                             business interruption, comprehensive boiler and
                             machinery and terrorism coverage or any other
                             property insurance which the related borrower may
                             be required by mortgage lender to obtain and
                             maintain and in the event the premiums for such
                             insurance exceed such maximum amount, the related
                             borrower shall obtain the maximum amount of such
                             insurance available for such amount and shall
                             determine the relative amounts of each type of
                             insurance using its good faith business judgment to
                             achieve the optimal property insurance coverage
                             available for such premiums. Such cap on insurance
                             premiums is subject to adjustment by the consumer
                             price index.

                             500 West Madison Street. The related mortgage
                             document provides that for so long as any property,
                             business interruption and comprehensive general
                             liability insurance is provided by a syndicate of
                             insurers and there has been no change in control of
                             the related borrower, the insurers with respect to
                             such insurance

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                             shall be acceptable if: (i) the first layer of
                             coverage under such insurance shall be provided by
                             carriers with a minimum financial strength rating
                             from S&P of "A" or better; (ii) sixty percent (60%)
                             (seventy-five percent (75%) if there are four or
                             fewer members in the syndicate) of the aggregate
                             limits under such policies must be provided by
                             carriers with a minimum financial strength rating
                             from S&P of "A" or better and (iii) the financial
                             strength rating from S&P for each carrier in the
                             syndicate shall have a financial strength rating
                             from S&P of at least "BBB". The related mortgage
                             further provides that, so long as Essex Insurance
                             Company has a general policy rating of "A" or
                             better and a financial class of XII or better as
                             assigned by A.M. Best Company, Inc., Essex
                             Insurance Company shall be permitted to provide up
                             to $7,500,000 of casualty insurance coverage as
                             part of the first $25,000,000 of casualty insurance
                             coverage provided beyond the $40,000,000 first
                             layer of coverage under the existing blanket
                             insurance policy and any replacement thereof
                             obtained while General Electric Pension Trust is an
                             owner of a direct or indirect ownership interest in
                             the related borrower.

                             Downey Petco. The related borrower is to provide
                             seismic insurance conditioned upon such insurance
                             being available at commercially reasonable rates

                             K-Mart Bloomfield Hills. The sole tenant of the
                             related mortgaged real property is only required to
                             have a net worth of not less than $100,000,000 and
                             a financial condition otherwise acceptable to
                             mortgage lender.

                             Providence Place. The related borrower is required
                             to maintain commercial general liability coverage
                             with (A) a syndicate of insurers through which (1)
                             at least sixty percent (60%) of claims coverage
                             shall be with one or more carriers having a
                             claims-paying-ability rating by Standard & Poor's
                             Rating Group of not lower than "A", (2) at least
                             seventy-five percent (75%) of the coverage
                             (including for purposes of such calculation the
                             carriers which are rated not lower than "A") is
                             with carriers having a claims-paying ability rating
                             by Standard & Poor's Rating Group of not lower than
                             "BBB" or (B) one or more carries having a
                             claims-paying ability rating by A.M. Best of "A/X"
                             or better.

                                 The related borrower is required to maintain
                             property insurance and builder's risk coverage
                             pursuant to policies issued by either (A) one or
                             more financially sound and responsible insurance
                             companies authorized to do business in the state in
                             which the Property is located and having a claims
                             paying ability rating of "A" or better by S&P or
                             (B) a syndicate of insurers through which (1) at
                             least seventy five percent (75%) of coverage (if
                             there are four or fewer members of each
                             syndication) or at least sixty percent (60%) of
                             coverage (if there are five or more members) shall
                             be with one or more carriers having a claims-paying
                             ability rating by Standard & Poor's Rating Group of
                             not lower than "A" , and (2) the balance of the
                             coverage is in each case with one or more carriers
                             having a claims paying ability rating by Standard &
                             Poor's Rating Group of not lower than "BBB",
                             provided that in each case the first low risk is
                             borne by carriers having a Standard & Poor's Rating
                             Group claims-paying ability rating of not less than
                             "A" or better Excess proceeds will be given to
                             mezzanine lender.

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(xvi) Subordinate Debt       With respect to substantially all of the Lehman
                             Trust Mortgage Loans for which future mezzanine
                             financing is permitted subject to certain
                             requirements including debt service coverage ratio
                             requirements, in the event that such mezzanine
                             financing bears interest at a floating rate,
                             mortgage lender may determine the debt service
                             coverage ratio on the basis of a market-based
                             constant reasonably determined by mortgage lender.

                             200 Park Avenue. The related borrower's 100%
                             limited partner has obtained a mezzanine loan in
                             the amount of $275,000,000 secured by a pledge of
                             its limited partnership interests in the related
                             borrower and in its membership interests in the
                             related borrower's general partner. The mezzanine
                             lender has executed an intercreditor agreement with
                             the mortgage lender. The related mortgaged property
                             also secures the mezzanine loan.

                             424 West 33rd Street. The holders of the equity
                             interests in the related borrower have a one time
                             right to obtain mezzanine financing or a preferred
                             equity investment from a "Qualified Investor" (as
                             defined in the related mortgage loan documents),
                             subject to the satisfaction of certain conditions
                             set forth in the related mortgage loan documents
                             and provided the combined loan to value of the
                             related mortgaged real property shall not exceed
                             85% and the combined debt service coverage ratio
                             shall not be less than 1.15 to 1.0. Such mezzanine
                             financing or preferred equity investment must be
                             reduced to a principal amount of $2,250,000 prior
                             to March 10, 2010 through constant monthly payments
                             and shall bear a fixed rate of interest or of
                             return.

                             1332 North Moorpark Road; Centre @ Greenway;
                             Chesapeake Square; Grand View; K-Mart Bloomfield
                             Hills; North River Shopping Center; Southlake
                             Marketplace Phase II; University Mall; and West
                             Point Station. The holders of the equity interests
                             in the related borrower have the right to obtain
                             mezzanine financing from a "Qualified Mezzanine
                             Lender", subject to the satisfaction of certain
                             conditions set forth in the related mortgage loan
                             documents and provided the combined loan to value
                             of the related mortgaged real property shall not
                             exceed 85% and the combined debt service coverage
                             ratio shall not be less than 1.15 to 1.0. The
                             mezzanine lender is required to execute a
                             subordination and intercreditor agreement
                             acceptable to mortgage lender.

                             Copper Mountain; and Pine Tree Plaza. The related
                             mortgage loan documents permit mezzanine financing
                             in connection with the first transfer of the
                             related mortgaged real property from the original
                             Borrower or a "Qualified Mezzanine Lender" subject
                             to the satisfaction of certain conditions set forth
                             in the related mortgage loan documents and provided
                             such mezzanine financing cannot result in a
                             combined debt service coverage ratio of less than
                             1.10x or a combined loan to value ratio of more
                             than 90%. The mezzanine lender is required to
                             execute a subordination and intercreditor agreement
                             acceptable to mortgage lender.


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                             Courtyard by Marriott Portfolio. CBM Mezzanine
                             Borrower Limited Partnership, a Delaware limited
                             partnership, an owner of indirect interests in
                             related borrower, is the borrower under the
                             Reinvention Loan from Marriott in the principal
                             amount not to exceed $128,942,755.00 to be secured
                             by one or more pledges of direct or indirect
                             interests in related borrower. The proceeds of the
                             Reinvention Loan shall be applied to (i) pay the
                             cost of the Reinvention Loan Alterations to the
                             Properties as more particularly described in the
                             Renovation Agreement, (ii) pay the cost of
                             improvements to certain properties owned by
                             Courtyard by Marriott Limited Partnership (an
                             Affiliate of related borrower), (iii) fund or pay
                             for the redemption, purchase or other acquisition
                             of certain interests in CBM Joint Venture Limited
                             Partnership owned by Host and/or its Affiliates and
                             any costs or expenses relating thereto and (iv)
                             such other purposes approved by lender in writing.

                             Hermes Plaza. The related mortgage loan documents
                             permit mezzanine financing in connection with one
                             transfer of the related mortgaged real property
                             from the original Borrower or a "Qualified
                             Mezzanine Lender" subject to the satisfaction of
                             certain conditions set forth in the related
                             mortgage loan documents and provided such mezzanine
                             financing cannot result in a combined debt service
                             coverage ratio of less than 1.15x or a combined
                             loan to value ratio of more than 90%. The mezzanine
                             lender is required to execute a subordination and
                             intercreditor agreement acceptable to mortgage
                             lender.

                             LaPlaya Beach & Golf Resort. Mezzanine financing is
                             permitted in favor of the equity holders of the
                             related borrower from a "Qualified Mezzanine
                             Lender," meeting certain requirements set forth in
                             the related Mortgage. Mezzanine financing cannot
                             result in a combined debt service coverage ratio of
                             less than 1.15x or a combined loan to value
                             percentage of more than 85%. The related borrower
                             is required to deliver a subordination and
                             intercreditor agreement acceptable to lender and
                             executed by Qualified Mezzanine Lender.

                             Providence Place. The related sole member of the
                             related borrower has obtained mezzanine financing
                             in the amount of $106,400,000 secured by a pledge
                             of such member's membership interest in the related
                             borrower. The mezzanine lender, an affiliate of the
                             Lehman Loan Seller, has executed an intercreditor
                             agreement; the intercreditor agreement permits the
                             mezzanine lender to transfer its loan to a
                             qualified transferee which includes Metropolitan
                             Life Insurance Company.

                                 In addition, mezzanine financing is permitted
                             in favor of the sole member of the related borrower
                             or such sole member's sole member may obtain
                             mezzanine financing from a "Permitted Mezzanine
                             Lender" as described in the related mortgage loan
                             documents provided that immediately after the close
                             of such mezzanine financing, the debt service
                             coverage ratio shall not be less than 1.30x and the
                             loan to value ratio shall not be more than 70%; if
                             such mezzanine debt bears interest at a floating
                             rate, the related mezzanine debt documents shall
                             require the maintenance of an interest cap with a
                             strike price such that the strike price plus the
                             applicable spread on the mezzanine debt service
                             results in a debt service coverage ratio of no less
                             than 1.20x. The mezzanine lender is required to
                             enter into a subordination and intercreditor
                             agreement acceptable to mortgage lender and
                             executed by the

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                             Permitted Mezzanine Lender. Such permitted
                             mezzanine debt shall be subordinate and junior to
                             the existing mezzanine debt.

                                 The related mortgage loan documents also permit
                             the pledge of indirect up-tier interests in the
                             related borrower to secure corporate indebtedeness
                             of such up tier party.

                             Sierra Vista Apartments. The holders of the equity
                             interests in the related borrower have the right to
                             obtain mezzanine financing from a "Qualified
                             Mezzanine Lender" in an amount not to exceed that
                             amount which would cause the combined loan to value
                             of the related mortgaged real property to exceed
                             90% as determined by mortgage lender in its sole
                             discretion or the combined debt service coverage
                             ratio to be less than 1.10 to 1.0, as determined by
                             mortgage lender in its sole discretion; provided
                             the mezzanine lender shall execute a subordination
                             and intercreditor agreement acceptable to mortgage
                             lender.

                                 Original borrower may also carry back mezzanine
                             debt in connection with the first sale of the
                             property in accordance with the sale and assumption
                             provisions under the related mortgage loan
                             documents, subject to a subordination and
                             intercreditor agreement. The related mortgage loan
                             documents further provide that the mortgage lender
                             will not unreasonably withhold its consent of the
                             transfer of such mezzanine financing to a
                             "Qualified Mezzanine Lender" in lieu of the
                             original borrower.

                             The Commons Apartments. Lehman Brothers Holdings,
                             Inc., holds a $8,194,031 preferred equity interest
                             in the related borrower, which preferred equity
                             interest is subject to mandatory redemption in
                             2010.

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(xix) Environmental          With respect to substantially all of the Lehman
Conditions                   Trust Mortgage Loans, environmental insurance is
                             not required to be carried.

                             200 Park Avenue; 500 West Madison Street; Courtyard
                             by Marriott and Providence Place. The related
                             borrower is the only environmental indemnitor.

                             200 Park Avenue. A Phase I consultant observed the
                             presence of above-ground storage tanks ("AST") that
                             require registration with the New York State
                             Department of Environmental Conservation
                             ("NYSDEC"). The Phase I consultant recommended AST
                             registration, at an estimated cost of $600, with
                             NYSDEC.

                             500 West Madison Street. The definition of "Losses"
                             excludes foreseeable and unforeseeable
                             consequential damages.

                             401 Frederick; 1332 North Moorpark Road; Burke
                             Towne Center; Centre Court; Chesapeake Square;
                             Cipriano Square; Cross Roads West SC; Fairfax
                             Junction; Kiln Creek; Lake Worth West; Lexington
                             Commons Shopping Center; Magnolia Mall; McDermott
                             Commons Shopping Center; Polo Towne Center; Star
                             Plaza Shopping Center; Stonewall I & II; TAG
                             Portfolio; The Commons Apartments; Ulster Terrace;
                             and U-Store-It Portfolio VI. An entity, other than
                             the related borrower, rather than a natural person,
                             is the environmental indemnitor.

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                             2500 Inverrary Club Apartments. A Phase I
                             consultant has determined the applicability of
                             USEPA/HUD's lead-based paint notification and
                             disclosure regulations. Based on an interview with
                             the property manager, the Phase I consultant
                             indicated that the related mortgaged real property
                             did not have a notification program in place in
                             compliance with these regulations.

                             Atlantis Plaza. A Phase I consultant reported the
                             presence of soil and groundwater impacted by
                             chlorinated solvents from historic dry cleaning
                             operations at the related mortgaged real property.
                             The Phase I consultant further reported that the
                             related mortgaged real property is eligible for
                             state-administered cleanup through the state's
                             Dry-cleaning Solvent Cleanup Program but that,
                             owing to the facility's low ranking on the
                             priorities list, no remediation plans have been
                             developed.

                             Centre @ Greenway. A Phase I consultant reported
                             that soil and groundwater at the related mortgaged
                             real property has been impacted by petroleum
                             hydrocarbon and solvent releases from a historic
                             leaking underground storage tank ("LUST") and an
                             on-site dry-cleaning operation, respectively. In a
                             letter dated May 22, 2003, Northwestern Investment
                             Management Company, LLC, a prior owner of the
                             related mortgaged real property, advised the then
                             owner of the related mortgaged real property that,
                             notwithstanding the absence of any environmental
                             indemnification agreement between them,
                             Northwestern Investment Management Company, LLC,
                             had initiated clean up of the related mortgaged
                             real property.

                             Courtyard by Marriott - Lincroft-Red Bank. A Phase
                             I consultant recommended abandonment of three
                             on-site groundwater monitoring wells in accordance
                             with state and local regulations. No estimate of
                             abandonment costs was provided.

                             Courtyard by Marriott - Norwalk, Connecticut. A
                             Phase II consultant identified the presence of
                             hydrocarbons in the soil at the related mortgaged
                             real property. Based on historic use of the related
                             mortgaged real property as a gasoline station, as
                             well as the concentration and nature of the
                             hydrocarbons, the Phase II consultant recommended
                             further investigation of the subsurface conditions.

                             Courtyard by Marriott - Portland Beaverton. A Phase
                             I consultant reported that groundwater at an
                             adjacent property is contaminated with
                             trichloroethylene ("TCE") and additional
                             contaminants which likely had minimally encroached
                             on the subject property. Because the contamination
                             is wholly attributed to an off-site release, and
                             due to the fact that drinking water for the related
                             mortgaged real property is not obtained from
                             on-site wells, the Phase I consultant recommended
                             no further action.

                             Downey Petco. Based on a review of historical
                             records, a Phase I consultant noted soil impacted
                             by total removable petroleum hydrocarbons ("TRPH")
                             from a former automotive repair shop at the related
                             mortgaged real property. Due to the low levels of
                             contaminant detected and the low mobility of

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                             hydraulic fluid, both the earlier environmental
                             consultant responsible for sampling at the related
                             mortgaged real property and the 2005 Phase I
                             consultant recommended no further investigation or
                             remedial action.

                             Lake Worth West. A Phase I consultant reported that
                             a 1996 Phase II report identified low levels of
                             solvent and other soil contaminants associated with
                             historic dry cleaning operations at the related
                             mortgaged real property. However, a May 2005 Phase
                             II environmental site assessment conducted soil and
                             groundwater sampling and detected no contamination
                             at the related mortgaged real property. In response
                             to the earlier Phase II findings, the tenant
                             dry-cleaning operation has enrolled with a state
                             drycleaner clean-up program; based on the
                             facility's low ranking on the cleanup priorities
                             list, no remediation is planned.

                             Lexington Commons. A Phase I consultant recommended
                             removal, in accordance with applicable regulations,
                             of a partially full 15-gallon drum of
                             perchloroethylene ("PCE"), located at the rear of a
                             dry cleaning operation at the related mortgaged
                             real property. The Phase I consultant estimates
                             abatement costs at $500-600. The Phase I consultant
                             further noted that an earlier Phase II consultant
                             detected slightly elevated levels of PCE in excess
                             of state maximum contaminant levels in a localized
                             area of perched water at the related mortgaged real
                             property; based on the absence of other
                             contamination detected at the related mortgaged
                             real property and the low concentrations of PCE
                             detected, the Phase II consultant concluded that no
                             further action was required.

                             Magnolia Mall. A Phase I consultant reported that
                             the South Carolina Department of Health and
                             Environmental Control has issued a Conditional No
                             Further Action letter in connection with the
                             removal of underground storage tanks ("UST") at the
                             related mortgaged real property. According to the
                             Phase I consultant's review of agency
                             correspondence, the related mortgaged real property
                             must adhere to commercial zoning and land use and
                             cannot use groundwater as a potable drinking source
                             in order to maintain its no further action status.

                             North River Shopping Center. A Phase I consultant
                             reported that an earlier Phase II environmental
                             site assessment detected groundwater contamination
                             not in excess of applicable groundwater standards
                             at the related mortgaged real property, attributed
                             to an on-site closed-loop dry cleaning operation.
                             Current presence, if any, of contaminants in the
                             groundwater is unclear. The consultant recommended
                             installation of secondary containment and
                             decommission of two existing groundwater monitoring
                             wells from prior subsurface investigations and
                             groundwater monitoring activities, as well as
                             inspection of on-site pad-mounted transformers; the
                             related borrower has escrowed the full amount
                             estimated for completion of these activities.

                             Providence Place. A Phase I consultant recommended
                             continued compliance with environmental land use
                             restrictions that were implemented at the related
                             mortgaged real property as part of a state-approved
                             remediation plan to address soil contamination from
                             historic on-site operations. According to the Phase
                             I report, only residual contamination exists
                             following the excavation of a majority of the
                             contaminated soil.

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                             U-Store-It- #538. A Phase I consultant reported
                             that the Illinois Environmental Protection Agency
                             issued a No Further Action ("NFA") letter in 1998
                             in connection with on-site trichloroethylene
                             ("TCE") contamination at the related mortgaged real
                             property. Pursuant to the terms of the NFA letter,
                             the related mortgaged real property must adhere to
                             certain land use restrictions and environmental
                             controls.

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(xxv) Due-on-Encumbrance     200 Park Avenue; 424 West 33rd Street; 1332 North
                             Moorpark Road; Centre @ Greenway; Chesapeake
                             Square; Courtyard by Marriott Portfolio; Grand
                             View; Hermes Plaza; K-Mart Bloomfield Hills;
                             LaPlaya Beach & Golf Resort; North River Shopping
                             Center; Pine Tree Plaza; Providence Place; Sierra
                             Vista Apartments; Southlake Marketplace Phase II;
                             The Commons Apartments; West Point Station; and
                             University Mall. With respect to these loans and
                             permitted mezzanine indebtedness, see also the
                             entries under Schedule I (xvi) "Subordinate Debt"
                             above.

                             200 Park Avenue; Courtyard by Marriott Portfolio;
                             and Providence Place. With respect to these loans,
                             see also the entries under Schedule I (xxviii)
                             "Waivers; Modifications" below.

                             The Commons Apartments. Lehman Brothers Holdings,
                             Inc., or any affiliate thereof, may pledge or cause
                             the pledge of any equity ownership interests
                             beneficially owned by them, either directly or
                             indirectly, in the sole member of the related
                             borrower one or more times, to secure the issuance
                             of commercial securities sponsored by Lehman, or
                             any affiliate thereof, with respect to cash
                             management facilities of Lehman, or an affiliate
                             thereof, without the consent of mortgage lender.

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(xxvi) Due-on-Sale           With respect to substantially all of the Lehman
                             Trust Mortgage Loans for which mezzanine financing
                             exists or is permitted in the future upon
                             satisfaction of certain conditions including but
                             not limited to execution of a subordination and
                             intercreditor agreement between the mezzanine
                             lender and the mortgage lender, upon an event of
                             default under the mezzanine loan, the mezzanine
                             lender may accelerate and foreclose on its security
                             interest in the pledged equity interests of the
                             related borrower without further consent from the
                             mortgage lender and/or payment of assumption fees
                             and/or confirmation by any rating agency.

                             200 Park Avenue. The related mortgage loan
                             documents permit the sale or pledge of all or any
                             portion of the direct limited partnership interest
                             in the junior mezzanine borrower so long as (i)
                             certain principals or specified parties maintain
                             control over the day to day management of the
                             related mortgaged real property, related borrower,
                             senior mezzanine borrower and junior mezzanine
                             borrower, (ii) such principals or specified parties
                             or funds directly or indirectly controlled thereby
                             shall hold, individually or collectively at least
                             5% of the direct or indirect equity interests in
                             each of borrower, senior mezzanine borrower and
                             junior mezzanine borrower, and (iii) such
                             transferee is either an institutional investor
                             satisfying certain size and net worth criteria, a
                             principal, a fund controlled by a principal or an
                             affiliate controlled by or under common

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                             control with one or more of the entities that are
                             general or limited partners, as of the date of the
                             related loan agreement, of the junior mezzanine
                             borrower's limited partner.

                                 The related mortgage loan documents further
                             permit the sale or pledge of other indirect equity
                             interests in the related borrower so long as (i)
                             certain principals or specified parties maintain
                             control over the day to day management of the
                             related mortgaged real property, related borrower,
                             senior mezzanine borrower and junior mezzanine
                             borrower and (ii) such principals or specified
                             parties or funds directly or indirectly controlled
                             thereby shall hold, individually or collectively at
                             least 5% of the direct or indirect equity interests
                             in each of borrower, senior mezzanine borrower and
                             junior mezzanine borrower.

                                 The related mortgage loan documents permit the
                             sale of the direct and indirect equity interests in
                             the related borrower to the senior mezzanine lender
                             and the junior mezzanine lender in connection with
                             realization by such lenders upon the collateral for
                             their respective debt. See Schedule (xvi)
                             Subordinate Debt, above.

                             424 West 33rd Street. The related mortgage document
                             provides for the subordination of the lien of the
                             related mortgage to a condominium declaration, the
                             transfer of a condominium unit and the simultaneous
                             partial release of the lien of the related mortgage
                             in connection with the purchase of a condominium
                             unit by Planned Parenthood Federation of America
                             Inc. ("PPFA"), or at the election of PPFA the
                             entire building, pursuant to PPFA's exercise of a
                             purchase option set forth in its lease of the
                             related mortgaged real property. The related
                             mortgage document provides that the release of lien
                             and transfer to PPFA shall be subject to certain
                             conditions, including the repayment of the related
                             loan with the proceeds of the purchase option price
                             and such additional amounts as shall be needed to
                             maintain a 75% loan to value ratio and a 1.25x debt
                             service coverage ratio. However, because PPFA has
                             the benefit of a subordination, non-disturbance and
                             attornment agreement, it is possible that PPFA will
                             ultimately be able to enforce its purchase option
                             against a purchaser of the related mortgaged real
                             property at a foreclosure sale notwithstanding the
                             related borrower's inability to satisfy the
                             conditions for a release of the mortgage lien.

                             500 West Madison Street. Transfer of limited
                             partnership interests in the related borrower are
                             permitted, directly or indirectly, provided than
                             (1) related borrower remains directly or indirectly
                             under the control of General Electric Pension Trust
                             ("GEPT") and/or Lothar Estein ("Estein") and (2) at
                             least 51% of the limited partnership interests
                             directly or indirectly in the related borrower are
                             owned by GEPT and/or Estein, provided that if such
                             transfer occurs as a result of the exercise of the
                             buy/sell provisions of the related borrower's
                             partnership agreement, the conditions in (1) and
                             (2) shall be met if (w) at least 5% of the
                             partnership interest in related borrower directly
                             or indirectly are controlled by Estein, (x) Estein
                             directly or indirectly controls the day to day
                             management of related borrower, provided that any
                             new partner (a "Buy/Sell Replacement Partner") of
                             related borrower can exercise certain "major
                             decision" rights, (y) the Buy/Sell Replacement
                             Partner must be a specified

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                             type of "qualified trustee" and (z) at least 51% of
                             the partnership interests directly or indirectly in
                             related borrower are owned by Estein and the
                             Buy/Sell Replacement Partner.

                             Courtyard by Marriott Portfolio. Six of the
                             properties (the "Excluded Properties") may be
                             released for no fee and at any time.

                                 The related borrower may obtain release of any
                             of the related mortgaged real property that is not
                             an Excluded Property through a partial defeasance
                             of the loan and a release amount for each such
                             related mortgaged real property in the amount of
                             110% of its allocated loan amount.

                                 Transfers of direct and indirect interests in
                             related borrower are permitted, provided that
                             certain conditions are satisfied, including that
                             either a Sponsor (defined as one or more of Host,
                             Marriott and Sarofim) or a Qualified Transferee
                             shall own at least 51% of related borrower and
                             shall control related borrower.

                                 All of the properties may be transferred to a
                             new entity as part of a transfer and assumption so
                             long as either a Sponsor or a Qualified Transferee
                             shall own at least 51% of the transferee and shall
                             control the transferee.

                             Grand View; and Hermes Plaza. The related mortgage
                             document provides that the mortgage lender shall
                             not withhold its consent to a one-time sale of the
                             related mortgaged real property to a newly created
                             limited partnership, the limited partner and the
                             general partner of which are owned directly or
                             indirectly entirely by the current sole member of
                             the related borrower or the members of the current
                             sole member of the related borrower.

                             Magnolia Mall. The related borrower is a subsidiary
                             of Pennsylvania Real Estate Investment Trust (the
                             "REIT"). Transfers of shares in the REIT over a
                             nationally recognized stock exchange are not
                             restricted under the related mortgage document.

                             Providence Place. Transfers of direct and indirect
                             interests in related borrower are permitted,
                             provided that certain conditions are satisfied,
                             including that either a Sponsor (defined as certain
                             entities affiliated with General Growth Properties)
                             or a "Qualified Transferee" shall own at least 50%
                             of related borrower and shall control related
                             borrower. In addition, inter company transfers of
                             up-tier interests in the related borrower are
                             permitted without consent.

                             Southlake Marketplace Phase II. The related
                             mortgage permits (i) the transfer of all or any
                             part of the interest of Kimco Preferred Investor
                             XXXIX, Inc. ("Kimco Partner") in Southlake/Lincoln
                             Holdings, Ltd. ("Holding Company") to any entity
                             controlled by Kimco Realty Corporation; (ii) the
                             transfer of ownership interests in Kimco Partner to
                             any entity controlled by Kimco Realty Corporation;
                             and (iii) the transfer of ownership interest of any
                             person or entity which directly or indirectly
                             controls related borrower (including, without
                             limitation, the interest of Southlake/Lincoln
                             Investors, Ltd. in the Holding Company) to Kimco
                             Partner or any entity controlled by Kimco Partner
                             or Kimco Realty Corporation.

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                             TAG Portfolio. The related mortgage document
                             permits the "Master Lessee" under the Master Lease
                             of the related mortgaged real properties comprising
                             the TAG Portfolio to acquire the fee simple
                             interest of related borrower pursuant to a purchase
                             option in the Master Lease.

                                 Transfers of direct or indirect equity
                             interests in the related borrower or the Master
                             Lessee are allowed to be made without mortgage
                             lender's consent as long as William Alter, members
                             of his family, trusts for the benefit of William
                             Alter or members of his family, and/or entities
                             owned or controlled by any of the foregoing control
                             borrower and Master Lessee and directly or
                             indirectly own at least 51% of the related borrower
                             and at least 10% of Master Lessee.

                             The Commons Apartments. Lehman Brothers Holdings
                             Inc. ("Lehman"), or any affiliate thereof, may
                             transfer or cause the transfer of any equity
                             ownership interests beneficially owned by them,
                             either directly or indirectly, in the sole member,
                             one or more times,(i) without the consent of
                             mortgage lender, to one or more entities all of
                             whose voting capital stock or voting equity
                             interests is owned and controlled, directly or
                             indirectly, by Lehman or an affiliate thereof, (ii)
                             to an institutional holder experienced in real
                             estate transactions or a real estate holding
                             company, in each case, with the consent of mortgage
                             lender, which consent shall not be unreasonably
                             withheld, delayed or conditioned or (iii) to a real
                             estate opportunity fund controlled by Lehman, or an
                             affiliate thereof, without the consent of, or the
                             payment of any fees to, the mortgage lender.

                             U-Store-It Portfolio VI. The related mortgage loan
                             documents permit transfers of interest in the
                             U-Store-It Trust (a publicly traded REIT) without
                             restrictions.

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(xxvii) Mortgagor            200 Park Avenue. The principal balance of the
Concentration                related loan represents 12.1% of the initial
                             mortgage pool balance.

                             500 West Madison Street. The principal balance of
                             the related loan represents 9.3% of the initial
                             mortgage pool balance.

                             Courtyard by Marriott Portfolio. The principal
                             balance of the related loan represents 7.5% of the
                             initial mortgage pool balance.

                             Providence Place. The principal balance of the
                             related loan represents 11.6% of the initial
                             mortgage pool balance.

--------------------------------------------------------------------------------
(xxviii) Waivers;            200 Park Avenue. The related notes have been
Modifications                amended and restated pursuant to Amended and
                             Restated Promissory Note A-1, Amended and Restated
                             Promissory Note A-2 and Amended and Restated
                             Promissory Note A-3, each dated as of May 31, 2005.
                             The related loan agreement has been amended
                             pursuant to First Amendment to Loan Agreement and
                             Other Loan Documents, dated as of May 31, 2005. The
                             related loan agreement has been further amended
                             pursuant to Second Amendment to Loan Agreement and
                             other Loan Documents, dated as of June 30, 2005 in
                             order, among other reasons, to componentize the
                             Amended and Restated Notes.

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






--------------------------------------------------------------------------------
                             500 West Madison. The original note was bifurcated
                             effective as of August 1, 2005 into Note A in the
                             amount of $220,000,000 and Note B in the amount of
                             $25,000,000. Effective as of July 20, 2005, the
                             related mortgage and reserve agreements were
                             amended by letter agreement to provide that
                             interest on funds in the related escrow account
                             will accrue for the benefit of the related borrower
                             and absent an event of default will be disubrsed to
                             the related borrower on the first day of each month
                             while the related loan is outsatanding.

                             Cipriano Square. The related note has been amended
                             to convert the related loan from an ARD loan to an
                             amortizing balloon loan.

                             Copper Mountain. The original mortgage document has
                             been amended by amendment dated June 23, 2005 to
                             permit (i) transfers of minority interests or
                             transfers to affiliates and family members provided
                             that the controlling entity remains unchanged, (ii)
                             transfers to unaffiliated entities provided certain
                             requirements (including rating agency approval) are
                             met and (iii) mezzanine financing provided certain
                             requirements are met.

                             Courtyard by Marriott Portfolio. The three (3)
                             original related notes evidencing the related Loan
                             Combination have been restructured as 4 notes
                             pursuant to Amended and Restated Note A-1, Amended
                             and Restated Note A-2, Amended and Restated Note
                             A-3 and Promissory Note (Replacement Note B) and
                             First Amendment to Loan Agreement, each dated as of
                             June 23, 2005.

                             Providence Place. The related loan agreement has
                             been amended and restated as of August 11, 2005 to
                             reflect the creation of the mezzanine loan and the
                             reduction of the related mortgage loan.

                             Tiger Town. The related note has been amended to
                             convert the related loan from an ARD loan to an
                             interest only to maturity loan.

--------------------------------------------------------------------------------
(xxx) Property Release       Courtyard by Marriott Portfolio. With respect to
                             this loan, see also the entry under Schedule I
                             (xxvi) "Due-on-Sale" above.

                             Grants Ferry; and University Mall. These group of
                             loans are cross-collateralized with the other loans
                             in such group. The related borrower under each
                             related loan may obtain the release of its property
                             from the cross-collateralization with the other
                             loans in its group by defeasance of its loan and a
                             portion of the other loans, in accordance with the
                             requirements of the related mortgage loan
                             documents.

                             LaPlaya Beach & Golf Resort. The related mortgage
                             loan documents permit the related borrower to
                             retain certain liabilities with respect to
                             potential refunds of beach and golf club
                             memberships.

                             Providence Place. The 1996 City of Providence
                             Ordinance requires the related borrower to release
                             a portion of related mortgaged real property and
                             the related mortgage document permits such a
                             release without prepayment.

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






--------------------------------------------------------------------------------
                             TAG Portfolio. The related loan agreement provides
                             for release of either the Corridors I & II parcel
                             or the Loudoun II parcel upon payment of a
                             specified percentage of the allocated loan amount
                             for such parcel, which percentage, in the case of
                             the Corridors parcel, is 125% and in the case of
                             the Loudoun parcel, is 115%. Any such release is
                             subject to the satisfaction of other conditions set
                             forth in the related loan agreement, which
                             conditions included the maintenance of certain
                             minimum debt service coverage ratios and certain
                             maximum loan to value ratios.

--------------------------------------------------------------------------------
(xxxi) Qualifications;       424 West 33rd Street. The related mortgaged real
Licensing; Zoning            property currently has a temporary certificate of
                             occupancy which the related borrower has agreed to
                             cause a permanent certificate of occupancy to be
                             issued following completion of certain tenant
                             improvement work.

                             500 West Madison Street. Departmental searches
                             showed four (4) code violations, including the
                             failure to have a secondary fire pump. The related
                             borrower represented and warranted that such
                             violations did not have a "Material Adverse Effect"
                             on the related mortgaged real property.

                             Centre @ Greenway. The related mortgaged real
                             property may be subject to a re-platting of a
                             portion of the related mortgaged real property
                             (comprising approximately 0.2 acres parcel and
                             containing a portion of the improvements) under
                             Houston's platting ordinance. The related recourse
                             carve-out guarantor agreed to be personally liable
                             for losses related to the failure to comply with
                             the platting ordinance.

                             Walgreen's Hillside. The related mortgaged real
                             property lies partly in Queens County, New York and
                             partly in the Town of North Hempstead in Nassau
                             County, New York. Light poles located in the
                             portion of the related mortgaged real property
                             lying within the Town of North Hempstead exceed
                             applicable height restrictions by approximately 16
                             feet. The related borrower is required by the
                             related mortgage loan documents to obtain, within
                             60 days following the closing date of such loan, a
                             letter from the Town of North Hempstead Department
                             of Buildings, acceptable to lender, relinquishing
                             jurisdiction over the light poles on the related
                             mortgaged real property to the City of New York and
                             related mortgage loan documents further provide
                             that if (i) the related borrower is unable to
                             obtain such waiver and (ii) the Town of North
                             Hempstead requires that the light poles be reduced
                             to 20 feet, then the related borrower will do so
                             within a reasonable amount of time, at its sole
                             cost and expense, so as to promptly comply with all
                             existing applicable laws and the terms of the
                             Lease, dated April 22, 2004 between related
                             borrower and Walgreen Eastern Co., Inc. The related
                             guarantor under the related guaranty document of
                             non-recourse obligations of the related borrower
                             agreed to be liable for "losses" related to the
                             related borrower's failure to comply with these
                             obligations.

--------------------------------------------------------------------------------
(xxxii) Property Financial   Courtyard by Marriott Portfolio. The related
Statements                   mortgage loan documents do not require the
                             related borrower to deliver rent rolls.

--------------------------------------------------------------------------------
(xxxiii) Single Purpose      North River Shopping Center. No non consolidation
Entity                       opinion was delivered in connection with the
                             related mortgage loan since waived by mortgage
                             lender.

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






--------------------------------------------------------------------------------
(xxxiv) Advancing of Funds   200 Park Avenue. The originating lenders of the
                             senior mezzanine loan and the junior mezzanine loan
                             were affiliates of the Lehman Loan Seller.

--------------------------------------------------------------------------------
(xxxv) Legal Proceedings     Oxford Point Shopping Center. With respect to this
                             loan, see entry under Schedule I (x) "No Material
                             Damage" above.

--------------------------------------------------------------------------------
(xxxviii) Cross-             200 Park Avenue. The related mortgaged real
Collateralization            property is also encumbered by a subordinate
                             mortgage securing senior mezzanine indebtedness.

 -------------------------------------------------------------------------------
(xli) Escrows                Courtyard by Marriott Portfolio. The manager, a
                             Marriott affiliate, is escrowee, subject to certain
                             conditions set forth in the related mortgage loan
                             documents, including control of mortgage lender.

                             North River Shopping Center. The related borrower,
                             at the request of mortgage lender, per a related
                             escrow agreement, has established for the mortgage
                             lender an escrow of $2,000,000.00 for the
                             completion of certain tenant improvements to the
                             portions of the related mortgaged property occupied
                             by Staples, which disbursed by the mortgage lender
                             back to the related borrower in two installments
                             based on the related borrower's satisfaction of
                             certain conditions of the mortgage lender for each
                             installment disbursement per the related escrow
                             agreement.

                             Tiger Town. With respect to this loan, see also the
                             entry under Schedule I (xi) "Title Insurance"
                             above.

--------------------------------------------------------------------------------
(xlii) Licenses, Permits     Walgreen's Hillside. Certain licenses and approvals
and Authorizations           for the use and occupancy of the related mortgaged
                             real property have not yet been issued pending the
                             sole tenant's completion of its build out of the
                             related mortgaged real property.

--------------------------------------------------------------------------------
(xliv) Fee Simple            Courtyard by Marriott Portfolio. Of the 70
                             properties, 61 properties are ground leased
                             properties and nine of the properties are owned in
                             fee simple by related borrower.

--------------------------------------------------------------------------------
(xlv) Leasehold Interest     (J) Generally, the proceeds of condemnation which
Only                         relate to the ground lessor's fee interest are
                             payable to the ground lessor rather than to the
                             ground lessee or lender.

                             200 Park Avenue. The related mortgage loan is also
                             secured by related borrower's interest in the grant
                             of term and ground lease.

                             Courtyard by Marriott Portfolio. Tampa ground lease
                             does not contain new lease provision. Remaining
                             ground leases provide for new lease in the event of
                             termination, however do not make specific reference
                             to rejection. Fresno and Poughkeepsie ground leases
                             expire in 2018 (with 3 five year renewals) and
                             2024, respectively. Loan amortizes with respect to
                             such properties at rate of 10.5 and 13 years,
                             respectively, rather than 25 years. With respect to
                             casualty proceeds, held by depository. With respect
                             to condemnation proceeds, applied to restoration
                             only if not total taking or substantial taking.

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




--------------------------------------------------------------------------------
                             West Point Station. (F) The related ground lesser
                             will provide notice of any default under the Ground
                             Lease to mortgagee, and allow mortgagee 30 days
                             after the expiration of any applicable cure period
                             extended to lessee under the lease, or 30 days if
                             there is no cure period under the Ground Lease, to:
                             (a) cure such default or commence and thereafter
                             diligence complete the cure if such default is not
                             of the type that can be cured with the such period
                             or (b) institute foreclosure proceedings (and such
                             additional time necessary to complete foreclosure
                             proceedings) provided the lender pays to ground
                             lesser any and all rents and other charges due
                             under the related ground lease during the
                             foreclosure proceedings.

                                 (I) The term of the Ground Lease expires
                             October 31, 2023. However, the related borrower, as
                             lessee, has an unconditional and irrevocable option
                             at any time during the last year of the lease to
                             purchase the property leased under the related
                             ground lease in fee simple for nominal
                             consideration of $1.00). The ground lease was
                             amended to provide that in the event the related
                             borrower fails to exercise its option to acquire
                             the fee simple title upon the expiration of the
                             lease term or of any succeeding lease made pursuant
                             to the provisions of the ground lease, notice
                             thereof shall be given by ground lessor to mortgage
                             lender and mortgage lender or its designee shall be
                             entitled to purchase fee title to the related
                             mortgaged real property.

--------------------------------------------------------------------------------
(xlviii) Defeasance          Some of the Lehman Mortgage Loans included in this
                             pool which are not ARD loans contemplated scheduled
                             defeasance payments where the related note is paid
                             or prepaid in full on the commencement of the open
                             prepayment period.

                             Courtyard by Marriott Portfolio. The "Excluded
                             Properties" have no release price.

                             Grants Ferry; and University Mall. Either of the
                             related cross-defaulted and cross-collateralized
                             mortgage loans may be defeased and in connection
                             with such defeasance uncrossed from the other loan
                             and the related mortgaged real property securing
                             the same subject to satisfaction of certain
                             conditions, including among others that the amount
                             of the defeasance deposit delivered in connection
                             with any such release shall be sufficient to
                             provide payments in amounts payable on or prior to
                             each subsequent monthly payment date following the
                             release date through and until the maturity date
                             and in amounts equal to or greater than the lesser
                             of (A) 125% of the scheduled defeasance payments
                             for the note being defeased or (B) the undefeased
                             payments immediately prior to related defeasance
                             date.

--------------------------------------------------------------------------------
(xlix) Primary Servicing     200 Park Avenue; and Courtyard by Marriott
Rights                       Portfolio. The related mortgage loans will be
                             serviced by the servicer of the mortgage loans
                             included in the LB/UBS 2005-C3 mortgage pool.

--------------------------------------------------------------------------------
(lii) Assignment of Leases   TAG Portfolio. The related mortgaged real
                             properties are subject to a Master Lease the
                             related borrower's interest in which has been
                             assigned to mortgage lender. The Master Lessee has
                             not directly assigned its interest in the space
                             leases of the related mortgaged real properties to
                             the mortgage lender. Master Lessee has assigned all
                             of its interest in the space leases of the related
                             mortgaged real properties and the rents payable
                             thereunder to the related

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







--------------------------------------------------------------------------------
                             borrower as security for the Master Lessee's
                             obligations under the Master Lease, and the related
                             borrower has collaterally assigned this assignment
                             of leases and rents to the mortgage lender.

--------------------------------------------------------------------------------
(liv) No Ownership Interest  Regency Park Apartments. Lehman Brothers
in Mortgagor                 Holding, Inc. has an indirect ownership in the
                             related borrower. LBHI, through its subsidiary (LB
                             Regency Park LLC), holds 50% interest in the
                             related borrower, as follows: 0.1% held as a
                             general partner interest and 49.9% held as a
                             limited partnership interest. Both general partners
                             must approve all major decisions.

                             The Commons Apartments. With respect to this loan,
                             see also entry under Schedule I (xvi) "Subordinate
                             Debt" above.

--------------------------------------------------------------------------------
(lv) Common Ownership        401 Frederick; Burke Towne Center; Cipriano Square;
                             Centre Court; Fairfax Junction; Kiln Creek;
                             Lexington Commons; McDermott Commons Shopping
                             Center; Polo Towne Center; Star Plaza Shopping
                             Center; and Ulster Terrace for a combined total
                             amount of $114,810,000.

                             Aaron Self Storage; and Affordable Self Storage for
                             a combined total amount of $3,540,000.

                             Auburndale; Copper Mountain; Grand View; Hermes
                             Plaza; Sanford II; Sierra Vista Apartments; and
                             Sanford II for a combined total amount of
                             $34,821,600.

                             Grant's Ferry; Hardy Street Station; Storage USA;
                             and University Mall for a combined total amount of
                             $11,335,000.

                             Tiger Town; and Woodlawn Plaza for a combined total
                             amount of $29,604,000.

                             Oak Grove at Lexington; and Oak Grove at Wildewood
                             for a combined total amount of $28,080,000.

--------------------------------------------------------------------------------
(lvii) Usury                 Courtyard by Marriott Portfolio. Mortgage lender
                             relied on usury endorsements to title policies,
                             rather than opinions, where such endorsements were
                             available.

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







                                   SCHEDULE IV

               SCHEDULE OF ENVIRONMENTALLY INSURED MORTGAGE LOANS


                                      None.







                                   SCHEDULE V

                   SCHEDULE OF INITIAL DEPOSIT MORTGAGE LOANS




----------------------------------------------------------------------------------------------------
MORTGAGE LOAN                         DATE OF ORIGINATION/                       MORTGAGE LOAN
   NUMBER         PROPERTY NAME           CUT-OFF DATE       INITIAL DEPOSIT        SELLER
----------------------------------------------------------------------------------------------------

     84         CVS - Montgomery        August 12, 2005        $17,069.22             UBS
----------------------------------------------------------------------------------------------------









                                   SCHEDULE VI

                      SCHEDULE OF MORTGAGE LOANS SECURED BY
                   A HOSPITALITY PROPERTY OR NURSING FACILITY



--------------------------------------------------------------------------------------------------------------
  MORTGAGE LOAN                                                                                MORTGAGE LOAN
     NUMBER               PROPERTY NAME AND ADDRESS    TYPE OF PROPERTY  DATE OF ORIGINATION      SELLER
--------------------------------------------------------------------------------------------------------------

        4        Courtyard by Marriott Portfolio          Hospitality       March 29, 2005         LBHI
--------------------------------------------------------------------------------------------------------------
        8        La Playa Beach and Golf Resort           Hospitality       June 27, 2005          LBHI
--------------------------------------------------------------------------------------------------------------
       36        Residence Inn Southington                Hospitality       August 9, 2005          UBS
--------------------------------------------------------------------------------------------------------------
       48        Residence Inn Danbury                    Hospitality       August 9, 2005          UBS
--------------------------------------------------------------------------------------------------------------
       58        Courtyard Warwick                        Hospitality       August 9, 2005          UBS
--------------------------------------------------------------------------------------------------------------
       83        Inn@Northrup Station                     Hospitality       August 9, 2005          UBS
--------------------------------------------------------------------------------------------------------------
       90        Hampton Inn - Niceville                  Hospitality       July 19, 2005           LBHI
--------------------------------------------------------------------------------------------------------------









                                  SCHEDULE VII
                   SCHEDULE OF EARLY DEFEASANCE MORTGAGE LOANS


                                     [NONE]






                                  SCHEDULE VIII

                           SCHEDULE OF REFERENCE RATES


INTEREST ACCRUAL PERIODS BY      INTEREST ACCRUAL
      NUMERICAL ORDER          PERIOD BEGINNING IN:         REFERENCE RATE
      ---------------          --------------------         --------------
            1                      August 2005                 5.52919%
            2                     September 2005               5.34852%
            3                      October 2005                5.52928%
            4                     November 2005                5.34861%
            5                     December 2005                5.34872%
            6                      January 2006                5.34877%
            7                     February 2006                5.34877%
            8                       March 2006                 5.52953%
            9                       April 2006                 5.34885%
            10                       May 2006                  5.52962%
            11                      June 2006                  5.34894%
            12                      July 2006                  5.52972%
            13                     August 2006                 5.52977%
            14                    September 2006               5.34908%
            15                     October 2006                5.52987%
            16                    November 2006                5.34918%
            17                    December 2006                5.34930%
            18                     January 2007                5.34934%
            19                    February 2007                5.34936%
            20                      March 2007                 5.53013%
            21                      April 2007                 5.34943%
            22                       May 2007                  5.53023%
            23                      June 2007                  5.34953%
            24                      July 2007                  5.53034%
            25                     August 2007                 5.53040%
            26                    September 2007               5.34972%
            27                     October 2007                5.53056%
            28                    November 2007                5.34987%
            29                    December 2007                5.53072%
            30                     January 2008                5.35010%
            31                    February 2008                5.35014%
            32                      March 2008                 5.53097%
            33                      April 2008                 5.35028%
            34                       May 2008                  5.53111%
            35                      June 2008                  5.35038%
            36                      July 2008                  5.53121%
            37                     August 2008                 5.53126%
            38                    September 2008               5.35053%



INTEREST ACCRUAL PERIODS BY      INTEREST ACCRUAL
      NUMERICAL ORDER          PERIOD BEGINNING IN:         REFERENCE RATE
      ---------------          --------------------         --------------
            39                     October 2008                5.53137%
            40                    November 2008                5.35063%
            41                    December 2008                5.35075%
            42                     January 2009                5.35080%
            43                    February 2009                5.35112%
            44                      March 2009                 5.53164%
            45                      April 2009                 5.35090%
            46                       May 2009                  5.53175%
            47                      June 2009                  5.35101%
            48                      July 2009                  5.53186%
            49                     August 2009                 5.53193%
            50                    September 2009               5.35120%
            51                     October 2009                5.53208%
            52                    November 2009                5.35134%
            53                    December 2009                5.35149%
            54                     January 2010                5.35156%
            55                    February 2010                5.35194%
            56                      March 2010                 5.58910%
            57                      April 2010                 5.40649%
            58                       May 2010                  5.58191%
            59                      June 2010                  5.40656%
            60                      July 2010                  5.59002%
            61                     August 2010                 5.59005%
            62                    September 2010               5.40739%
            63                     October 2010                5.59012%
            64                    November 2010                5.40745%
            65                    December 2010                5.40757%
            66                     January 2011                5.40760%
            67                    February 2011                5.40800%
            68                      March 2011                 5.59028%
            69                      April 2011                 5.40761%
            70                       May 2011                  5.59034%
            71                      June 2011                  5.40767%
            72                      July 2011                  5.59041%
            73                     August 2011                 5.59485%
            74                    September 2011               5.41204%
            75                     October 2011                5.59493%
            76                    November 2011                5.41212%
            77                    December 2011                5.59501%
            78                     January 2012                5.41228%
            79                    February 2012                5.41238%
            80                      March 2012                 5.59514%
            81                      April 2012                 5.41232%
            82                       May 2012                  5.59522%
            83                      June 2012                  5.41240%
            84                      July 2012                  5.59531%





                                   SCHEDULE IX

                SCHEDULE OF CLASS A-AB PLANNED PRINCIPAL BALANCES


               MONTH AND YEAR                       CLASS A-AB PLANNED
            OF DISTRIBUTION DATE                    PRINCIPAL BALANCE
            --------------------                    ------------------
               September 2005                         $76,000,000.00
                October 2005                          $76,000,000.00
               November 2005                          $76,000,000.00
               December 2005                          $76,000,000.00
                January 2006                          $76,000,000.00
               February 2006                          $76,000,000.00
                 March 2006                           $76,000,000.00
                 April 2006                           $76,000,000.00
                  May 2006                            $76,000,000.00
                 June 2006                            $76,000,000.00
                 July 2006                            $76,000,000.00
                August 2006                           $76,000,000.00
               September 2006                         $76,000,000.00
                October 2006                          $76,000,000.00
               November 2006                          $76,000,000.00
               December 2006                          $76,000,000.00
                January 2007                          $76,000,000.00
               February 2007                          $76,000,000.00
                 March 2007                           $76,000,000.00
                 April 2007                           $76,000,000.00
                  May 2007                            $76,000,000.00
                 June 2007                            $76,000,000.00
                 July 2007                            $76,000,000.00
                August 2007                           $76,000,000.00
               September 2007                         $76,000,000.00
                October 2007                          $76,000,000.00
               November 2007                          $76,000,000.00
               December 2007                          $76,000,000.00
                January 2008                          $76,000,000.00
               February 2008                          $76,000,000.00
                 March 2008                           $76,000,000.00
                 April 2008                           $76,000,000.00
                  May 2008                            $76,000,000.00
                 June 2008                            $76,000,000.00
                 July 2008                            $76,000,000.00
                August 2008                           $76,000,000.00
               September 2008                         $76,000,000.00
                October 2008                          $76,000,000.00
               November 2008                          $76,000,000.00
               December 2008                          $76,000,000.00
                January 2009                          $76,000,000.00
               February 2009                          $76,000,000.00
                 March 2009                           $76,000,000.00
                 April 2009                           $76,000,000.00
                  May 2009                            $76,000,000.00
                 June 2009                            $76,000,000.00
                 July 2009                            $76,000,000.00
                August 2009                           $76,000,000.00
               September 2009                         $76,000,000.00
                October 2009                          $76,000,000.00
               November 2009                          $76,000,000.00
               December 2009                          $76,000,000.00



               MONTH AND YEAR                       CLASS A-AB PLANNED
            OF DISTRIBUTION DATE                    PRINCIPAL BALANCE
            --------------------                    ------------------
                January 2010                          $76,000,000.00
               February 2010                          $76,000,000.00
                 March 2010                           $76,000,000.00
                 April 2010                           $76,000,000.00
                  May 2010                            $76,000,000.00
                 June 2010                            $76,000,000.00
                 July 2010                            $76,000,000.00
                August 2010                           $75,148,142.83
               September 2010                         $73,151,000.00
                October 2010                          $70,923,000.00
               November 2010                          $68,907,000.00
               December 2010                          $66,659,000.00
                January 2011                          $64,622,000.00
               February 2011                          $62,577,000.00
                 March 2011                           $59,857,000.00
                 April 2011                           $57,788,000.00
                  May 2011                            $55,490,000.00
                 June 2011                            $53,401,000.00
                 July 2011                            $51,082,000.00
                August 2011                           $49,800,000.00
               September 2011                         $49,600,000.00
                October 2011                          $49,400,000.00
               November 2011                          $49,200,000.00
               December 2011                          $49,000,000.00
                January 2012                          $48,800,000.00
               February 2012                          $48,600,000.00
                 March 2012                           $48,400,000.00
                 April 2012                           $48,200,000.00
                  May 2012                            $48,000,000.00
                 June 2012                            $47,800,000.00
                 July 2012                            $47,600,000.00
                August 2012                           $47,521,258.87
               September 2012                         $45,398,000.00
                October 2012                          $43,060,000.00
               November 2012                          $40,916,000.00
               December 2012                          $38,558,000.00
                January 2013                          $36,392,000.00
               February 2013                          $34,217,000.00
                 March 2013                           $31,422,000.00
                 April 2013                           $29,223,000.00
                  May 2013                            $26,812,000.00
                 June 2013                            $24,591,000.00
                 July 2013                            $22,158,000.00
                August 2013                           $19,915,000.00
               September 2013                         $17,661,000.00
                October 2013                          $15,197,000.00
               November 2013                          $12,921,000.00
               December 2013                          $10,435,000.00
                January 2014                           $8,137,000.00
               February 2014                           $5,827,000.00
                 March 2014                            $2,912,000.00
                 April 2014                              $578,000.00
                  May 2014                                     $0.00




                                   EXHIBIT A-1

         FORM OF CLASS [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1A] CERTIFICATE


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2005-C5
         CLASS [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1A] COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2005-C5


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II




Pass-Through Rate:  [__% per annum] [Variable]                  Initial Certificate Principal Balance of this Certificate
                                                                as of the Closing Date:
                                                                $____________

Date of Pooling and Servicing Agreement:                        Class Principal Balance of all the Class [A-1] [A-2] [A-3]
August 11, 2005                                                 [A-AB] [A-4] [A-1A] Certificates as of the Closing Date:
                                                                $____________

Cut-off Date:  August 11, 2005 (or, as to one Mortgage Loan,    Aggregate unpaid principal balance of the Mortgage Pool as
the date of origination)                                        of the Cut-off Date, after deducting payments of principal
                                                                due on or before such date (the "Initial Pool Balance"):
                                                                $2,344,068,539

Closing Date:  August 25, 2005

First Distribution Date: September 16, 2005

Master Servicer: Wachovia Bank, National Association            Trustee: LaSalle Bank National Association

Special Servicer: LNR Partners, Inc.                            Fiscal Agent: ABN AMRO Bank N.V.

Certificate No. [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1A]-___       CUSIP No.:  _____________



                                      A-1-1



[FOR BOOK ENTRY CERTIFICATES:] UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LNR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the principal
balance of this Certificate (its "Certificate Principal Balance") as of the
Closing Date by the aggregate principal balance of all the Certificates of the
same Class as this Certificate (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling


                                      A-1-2


and Servicing Agreement, dated as specified above (the "Agreement"), between
Structured Asset Securities Corporation II, as depositor (the "Depositor", which
term includes any successor entity under the Agreement), Wachovia Bank, National
Association as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), LNR Partners, Inc., as special servicer
(the "Special Servicer", which term includes any successor entity under the
Agreement), LaSalle Bank National Association, as trustee (the "Trustee", which
term includes any successor entity under the Agreement), and ABN AMRO Bank N.V.,
as fiscal agent (the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

     Pursuant to the terms of the Agreement, distributions will be made on the
4th Business Day following the 11th calendar day of each month (or, if such 11th
calendar day is not a Business Day, then the 5th Business Day following such
11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs. All distributions made under the Agreement in
respect of this Certificate will be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions generally no less than five (5) Business Days prior to the Record
Date for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appeared in the Certificate Register or to any such other address
of which the Trustee is subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.


                                      A-1-3


     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Certificates are issuable in fully registered form only without coupons
in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

     No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

     [FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so long as
this Certificate is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC, transfers of interests
in this Certificate shall be made through the book-entry facilities of DTC.]

     The Holder of this Certificate, by its acceptance hereof, shall be deemed
to have agreed to keep confidential any information it obtains from the Trustee
(except that such Holder may provide any such information obtained by it to any
other Person that holds or is contemplating the purchase of this Certificate or
an interest herein, provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential). Notwithstanding the foregoing, each offeree and/or
holder of this Certificate (and each employee, representative, or other agent of
such offeree or holder) may disclose to any and all persons, without limitation
of any kind, the tax treatment and tax structure of the transactions (as defined
in section 1.6011-4 of the Treasury Department regulations) associated herewith
and all materials of any kind (including opinions or other tax analyses) that
are provided to the taxpayer relating to such tax treatment and tax structure.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner


                                      A-1-4


hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.

     Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Special Servicer, any
Controlling Class Certificateholder (with priority among such Holders being
given to the Holder of Certificates representing the greatest Percentage
Interest in the Controlling Class), the Master Servicer, the Depositor or Lehman
Brothers Inc., in that order of priority (with the Special Servicer having the
most senior priority) to purchase from the Trust all Mortgage Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance specified on the face
hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust (to the extent of its rights therein) for distributions
hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, without applying any conflicts of law principles of such state (other
than the provisions of Section 5-1401 of the New York General Obligations Law),
and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                      A-1-5



     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Certificate Registrar


                                              By:
                                                  ------------------------------
                                                  Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1A] Certificates
referred to in the within-mentioned Agreement.

Dated: _____________


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Authenticating Agent


                                              By:
                                                  ------------------------------
                                                  Authorized Officer




                                      A-1-6



                                   ASSIGNMENT


     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

     I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________

________________________________________________________________________________

________________________________________________________________________________


Dated:



                                           -------------------------------------
                                           Signature by or on behalf of Assignor




                                           -------------------------------------
                                           Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS


     The assignee should include the following for purposes of distribution:

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________

________________________________________________________________________________

for the account of ____________________________________________________________.


     Distributions made by check (such check to be made payable to _____________
______________) and all applicable statements and notices should be mailed to

_____________________________________________________________________.

     This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.


                                      A-1-7



                                   EXHIBIT A-2

                         FORM OF CLASS X-CP CERTIFICATE


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2005-C5
            CLASS X-CP COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2005-C5


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by

                   STRUCTURED ASSET SECURITIES CORPORATION II




Pass-Through Rate:  Variable                                    Initial Certificate Notional Amount of this Certificate as
                                                                of the Closing Date:
                                                                $____________

Date of Pooling and Servicing Agreement:                        Class Notional Amount of all the Class X-CP Certificates
August 11, 2005                                                 as of the Closing Date:
                                                                $____________

Cut-off Date:  August 11, 2005 (or, as to one Mortgage Loan,    Aggregate unpaid principal balance of the Mortgage Pool as
the date of origination)                                        of the Cut-off Date, after deducting payments of principal
                                                                due on or before such date (the "Initial Pool Balance"):
                                                                $2,344,068,539
Closing Date: August 25, 2005

First Distribution Date: September 16, 2005

Master Servicer: Wachovia Bank, National Association            Trustee: LaSalle Bank National Association

Special Servicer: LNR Partners, Inc.                            Fiscal Agent: ABN AMRO Bank N.V.

Certificate No. X-CP-___                                        CUSIP No.: _____________





                                     A-2-1



[FOR BOOK ENTRY CERTIFICATES:] UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LNR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL
BALANCE AND DOES NOT ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF
PRINCIPAL. THE HOLDER HEREOF WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST
ACCRUED AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN ON
THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE, WHICH AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE.



                                     A-2-2


     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the notional
principal amount of this Certificate (its "Certificate Notional Amount") as of
the Closing Date by the aggregate notional principal amount of all the
Certificates of the same Class as this Certificate (their "Class Notional
Amount") as of the Closing Date) in that certain beneficial ownership interest
in the Trust evidenced by all the Certificates of the same Class as this
Certificate. The Trust was created and the Certificates were issued pursuant to
a Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
between Structured Asset Securities Corporation II, as depositor (the
"Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association as master servicer (the "Master Servicer",
which term includes any successor entity under the Agreement), LNR Partners,
Inc., as special servicer (the "Special Servicer", which term includes any
successor entity under the Agreement), LaSalle Bank National Association, as
trustee (the "Trustee", which term includes any successor entity under the
Agreement), and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the event of any conflict between any provision
of this Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

     Pursuant to the terms of the Agreement, distributions will be made on the
4th Business Day following the 11th calendar day of each month (or, if such 11th
calendar day is not a Business Day, then the 5th Business Day following such
11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs. All distributions made under the Agreement in
respect of this Certificate will be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions generally no less than five (5) Business Days prior to the Record
Date for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of


                                     A-2-3


advances made, or certain expenses incurred, with respect to the Mortgage Loans
and the payment of interest on such advances and expenses.

     The Certificates are issuable in fully registered form only without coupons
in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

     No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

     [FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so long as
this Certificate is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC, transfers of interests
in this Certificate shall be made through the book-entry facilities of DTC.]

     The Holder of this Certificate, by its acceptance hereof, shall be deemed
to have agreed to keep confidential any information it obtains from the Trustee
(except that such Holder may provide any such information obtained by it to any
other Person that holds or is contemplating the purchase of this Certificate or
an interest herein, provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential). Notwithstanding the foregoing, each offeree and/or
holder of this Certificate (and each employee, representative, or other agent of
such offeree or holder) may disclose to any and all persons, without limitation
of any kind, the tax treatment and tax structure of the transactions (as defined
in section 1.6011-4 of the Treasury Department regulations) associated herewith
and all materials of any kind (including opinions or other tax analyses) that
are provided to the taxpayer relating to such tax treatment and tax structure.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.

     Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to


                                     A-2-4


them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Special Servicer, any
Controlling Class Certificateholder (with priority among such Holders being
given to the Holder of Certificates representing the greatest Percentage
Interest in the Controlling Class), the Master Servicer, the Depositor or Lehman
Brothers Inc., in that order of priority (with the Special Servicer having the
most senior priority) to purchase from the Trust all Mortgage Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance specified on the face
hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust (to the extent of its rights therein) for distributions
hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, without applying any conflicts of law principles of such state (other
than the provisions of Section 5-1401 of the New York General Obligations Law),
and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.



                                     A-2-5



     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Certificate Registrar


                                              By:
                                                  ------------------------------
                                                  Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class X-CP Certificates referred to in the
within-mentioned Agreement.

Dated:  _____________


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Authenticating Agent


                                              By:
                                                  ------------------------------
                                                  Authorized Officer





                                     A-2-6



                                   ASSIGNMENT


     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

     I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________

________________________________________________________________________________

________________________________________________________________________________


Dated:


                                           -------------------------------------
                                           Signature by or on behalf of Assignor




                                           -------------------------------------
                                           Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of ____________________________________________________________.

     Distributions made by check (such check to be made payable to _____________
________________) and all applicable statements and notices should be mailed to

______________________________________________________________.

     This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.




                                     A-2-7



                                   EXHIBIT A-3

                         FORM OF CLASS X-CL CERTIFICATE


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2005-C5
            CLASS X-CL COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2005-C5


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by


                   STRUCTURED ASSET SECURITIES CORPORATION II



Pass-Through Rate: Variable                                      Initial Certificate Notional Amount of this Certificate as
                                                                 of the Closing Date:
                                                                 $____________

Date of Pooling and Servicing Agreement:                         Class Notional Amount of all the Class X-CL Certificates as
August 11, 2005                                                  of the Closing Date:
                                                                 $____________

Cut-off Date: August 11, 2005 (or, as to one Mortgage Loan,      Aggregate unpaid principal balance of the Mortgage Pool as
the date of origination)                                         of the Cut-off Date, after deducting payments of principal
                                                                 due on or before such date (the "Initial Pool Balance"):
                                                                 $2,344,068,539

Closing Date: August 25, 2005

First Distribution Date: September 16, 2005

Master Servicer: Wachovia Bank, National Association             Trustee: LaSalle Bank National Association

Special Servicer: LNR Partners, Inc.                             Fiscal Agent: ABN AMRO Bank N.V.

Certificate No. X-CL-___                                         CUSIP No.: _____________




                                     A-3-1



[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LNR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE


                                     A-3-2


A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT ENTITLE THE HOLDER HEREOF TO ANY
DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF WILL BE ENTITLED TO DISTRIBUTIONS
OF INTEREST ACCRUED AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE, WHICH AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the notional
principal amount of this Certificate (its "Certificate Notional Amount") as of
the Closing Date by the aggregate notional principal amount of all the
Certificates of the same Class as this Certificate (their "Class Notional
Amount") as of the Closing Date) in that certain beneficial ownership interest
in the Trust evidenced by all the Certificates of the same Class as this
Certificate. The Trust was created and the Certificates were issued pursuant to
a Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
between Structured Asset Securities Corporation II, as depositor (the
"Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association, as master servicer (the "Master Servicer",
which term includes any successor entity under the Agreement), LNR Partners,
Inc., as special servicer (the "Special Servicer", which term includes any
successor entity under the Agreement), LaSalle Bank National Association, as
trustee (the "Trustee", which term includes any successor entity under the
Agreement), and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the event of any conflict between any provision
of this Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

     Pursuant to the terms of the Agreement, distributions will be made on the
4th Business Day following the 11th calendar day of each month (or, if such 11th
calendar day is not a Business Day, then the 5th Business Day following such
11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs. All distributions made under the Agreement in
respect of this Certificate will be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions generally no less than five (5) Business Days prior to the Record
Date for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice.



                                     A-3-3


     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Certificates are issuable in fully registered form only without coupons
in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

     No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

     If this Certificate constitutes a Definitive Certificate and a Transfer
hereof is to be made without registration under the Securities Act (other than
in connection with the initial issuance of the Certificates or a Transfer of
this Certificate by the Depositor, Lehman Brothers Inc. or any of their
respective Affiliates or, if this Certificate is a Global Certificate, a
Transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
Transferee is an Institutional Accredited Investor or a Qualified Institutional
Buyer and such Transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such Transfer from the Certificateholder desiring to effect such Transfer and/or
such Certificateholder's prospective Transferee on which such Opinion of Counsel
is based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the


                                     A-3-4


certifications set forth in either Exhibit F-2A or Exhibit F-2B attached to the
Agreement are, with respect to the subject Transfer, true and correct.

     No beneficial interest in a Rule 144A Global Certificate for any Class of
Book-Entry Non-Registered Certificates may be held by any Person that is not a
Qualified Institutional Buyer. If this Certificate constitutes a Rule 144A
Global Certificate and a Transfer of any interest herein is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a Transfer of any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates), then the
Certificate Owner desiring to effect such Transfer shall be required to obtain
either (i) a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2C to the Agreement, or (ii) an
Opinion of Counsel to the effect that such Transferee is a Qualified
Institutional Buyer and such Transfer may be made without registration under the
Securities Act. If this Certificate constitutes a Rule 144A Global Certificate
and any Transferee of an interest herein does not, in connection with the
subject Transfer, deliver to the Transferor the Opinion of Counsel or the
certification described in the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that all the certifications set forth
in Exhibit F-2C attached to the Agreement are, with respect to the subject
Transfer, true and correct.

     Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred to any Non-United States Securities Person who takes delivery in the
form of a beneficial interest in the Regulation S Global Certificate for such
Class of Certificates, provided that the Certificate Owner desiring to effect
such Transfer (i) complies with the requirements for Transfers of interests in
such Regulation S Global Certificate set forth in the following paragraph and
(ii) delivers or causes to be delivered to the Certificate Registrar and the
Trustee (A) a copy of the certificate to be obtained by such Certificate Owner
from its prospective Transferee in accordance with the second sentence of the
following paragraph and (B) such written orders and instructions as are required
under the applicable procedures of the Depository, Clearstream and Euroclear to
direct the Trustee, as transfer agent for the Depository, to approve the debit
of the account of a Depository Participant by a denomination of interests in
such Rule 144A Global Certificate, and approve the credit of the account of a
Depository Participant by a denomination of interests in such Regulation S
Global Certificate, that is equal to the denomination of beneficial interests in
the subject Class of Book-Entry Non-Registered Certificates to be transferred.
Upon delivery to the Certificate Registrar and the Trustee of such certification
and such orders and instructions, the Trustee, subject to and in accordance with
the applicable procedures of the Depository, shall reduce the denomination of
the Rule 144A Global Certificate in respect of the subject Class of Book-Entry
Non-Registered Certificates, and increase the denomination of the Regulation S
Global Certificate for such Class of Certificates, by the denomination of the
beneficial interest in such Class of Certificates specified in such orders and
instructions.

     No beneficial interest in the Regulation S Global Certificate for any Class
of Book-Entry Non-Registered Certificates may be held by a United States
Securities Person. Any Certificate Owner desiring to effect any Transfer of an
interest in the Regulation S Global Certificate for any Class of Book-Entry
Non-Registered Certificates shall be required to obtain from such Certificate
Owner's prospective Transferee a certificate substantially in the form set forth
in Exhibit F-2D to the Agreement to the effect that such Transferee is not a
United States Securities Person. If any Transferee of an interest in the
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates does not, in connection with the subject Transfer, deliver to the
Transferor the certification described in


                                     A-3-5


the preceding sentence, then such Transferee shall be deemed to have represented
and warranted that all the certifications set forth in Exhibit F-2D to the
Agreement are, with respect to the subject Transfer, true and correct.

     Notwithstanding the preceding paragraph, any interest in the Regulation S
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred to any Qualified Institutional Buyer that takes delivery in the form
of a beneficial interest in the Rule 144A Global Certificate for such Class of
Certificates, provided that the Certificate Owner desiring to effect such
transfer (i) complies with the requirements for Transfers of interests in such
Rule 144A Global Certificate set forth in the third paragraph above this
paragraph and (ii) delivers or causes to be delivered to the Certificate
Registrar and the Trustee (A) a copy of the certificate or Opinion of Counsel to
be obtained by such Certificate Owner from its prospective Transferee in
accordance with the second sentence of the third paragraph above this paragraph
and (B) such written orders and instructions as are required under the
applicable procedures of the Depository, Clearstream and Euroclear to direct the
Trustee to debit the account of a Depository Participant by a denomination of
interests in such Regulation S Global Certificate, and credit the account of a
Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, that is equal to the denomination of beneficial interests in the
subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon
delivery to the Certificate Registrar and the Trustee of such certification or
Opinion of Counsel and such orders and instructions, the Trustee, subject to and
in accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Regulation S Global Certificate in respect of the subject
Class of Book-Entry Non-Registered Certificates, and increase the denomination
of the Rule 144A Global Certificate for such Class of Certificates, by the
denomination of the beneficial interest in such Class of Certificates specified
in such orders and instructions.

     Also notwithstanding the foregoing, any interest in a Global Certificate
with respect to any Class of Book-Entry Non-Registered Certificates may be
transferred by any Certificate Owner holding such interest to any Institutional
Accredited Investor (other than a Qualified Institutional Buyer) that takes
delivery in the form of a Definitive Certificate of the same Class as such
Global Certificate upon delivery to the Certificate Registrar and the Trustee of
(i) such certifications and/or opinions as are contemplated by the fifth
paragraph above this paragraph and (ii) such written orders and instructions as
are required under the applicable procedures of the Depository to direct the
Trustee to debit the account of a Depository Participant by the denomination of
the transferred interests in such Global Certificate. Upon delivery to the
Certificate Registrar and the Trustee of the certifications and/or opinions
contemplated by the fifth paragraph above this paragraph, the Trustee, subject
to and in accordance with the applicable procedures of the Depository, shall
reduce the denomination of the subject Global Certificate by the denomination of
the transferred interests in such Global Certificate, and shall cause a
Definitive Certificate of the same Class as such Global Certificate, and in a
denomination equal to the reduction in the denomination of such Global
Certificate, to be executed, authenticated and delivered in accordance with the
Agreement to the applicable Transferee.

     None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Lehman Brothers Inc., UBS Securities LLC, the
Trustee, the


                                     A-3-6


Fiscal Agent, the Master Servicer, the Special Servicer, the Certificate
Registrar and their respective Affiliates against any liability that may result
if such Transfer is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

     No Transfer of this Certificate or any interest herein shall be made to (A)
any employee benefit plan or other retirement arrangement, including individual
retirement accounts and annuities, Keogh plans and collective investment funds
and separate accounts in which such plans, accounts or arrangements are
invested, including insurance company general accounts, that is subject to ERISA
or the Code (each, a "Plan"), or (B) any Person who is directly or indirectly
purchasing this Certificate or such interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan, if the purchase and
holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate or any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates or, if
this Certificate constitutes a Global Certificate, any Transfer of this
Certificate to a successor Depository or to the applicable Certificate Owner in
accordance with Section 5.03 of the Agreement, the Certificate Registrar shall
refuse to register the Transfer of this Certificate unless it has received from
the prospective Transferee, and, if this Certificate constitutes a Global
Certificate, any Certificate Owner transferring an interest herein shall be
required to obtain from its prospective Transferee one of the following: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
this Certificate or such interest herein by such prospective Transferee is
exempt from the prohibited transaction provisions of Sections 406(a) and (b) and
407 of ERISA and the excise taxes imposed on such prohibited transactions by
Sections 4975(a) and (b) of the Code, by reason of Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) if this Certificate is
rated in one of the four highest generic rating categories by either Rating
Agency, and this Certificate or an interest herein is being acquired by or on
behalf of a Plan in reliance on any of Prohibited Transaction Exemption 91-14, a
certification to the effect that such Plan (X) is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
any Sub-Servicer, any Person responsible for servicing any Outside Serviced
Trust Mortgage Loan or administering an Outside Administered REO Property, any
Exemption-Favored Party or any Mortgagor with respect to Mortgage Loans
constituting more than 5% of the aggregate unamortized principal balance of all
the Mortgage Loans determined as of the Closing Date, or by any Affiliate of
such Person, and (Z) agrees that it will obtain from each of its Transferees
that are Plans a written representation that such Transferee, if a Plan,
satisfies the requirements of the immediately preceding clauses (X) and (Y),
together with a written agreement that such Transferee will obtain from each of
its Transferees that are Plans a similar written representation regarding
satisfaction of the requirements of the immediately preceding clauses (X) and
(Y); or (iv) a certification of facts and an Opinion of Counsel which otherwise
establish to the reasonable satisfaction of the Trustee or such Certificate
Owner, as the case may be, that such Transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code. If any Transferee of
this Certificate or any interest herein does not, in connection with the subject
Transfer, deliver to the Certificate Registrar (if this Certificate constitutes
a Definitive Certificate) or the Transferor (if this Certificate constitutes a
Global Certificate) a certification and/or


                                     A-3-7


Opinion of Counsel as required by the preceding sentence, then such Transferee
shall be deemed to have represented and warranted that either: (i) such
Transferee is not a Plan and is not directly or indirectly purchasing this
Certificate or any interest herein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan; or (ii) the purchase and holding of this
Certificate or such interest herein by such Transferee is exempt from the
prohibited transaction provisions of Sections 406(a) and (b) and 407 of ERISA
and the excise taxes imposed on such prohibited transactions by Sections 4975(a)
and (b) of the Code.

     No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

     [FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so long as
this Certificate is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC, transfers of interests
in this Certificate shall be made through the book-entry facilities of DTC.]

     The Holder of this Certificate, by its acceptance hereof, shall be deemed
to have agreed to keep confidential any information it obtains from the Trustee
(except that such Holder may provide any such information obtained by it to any
other Person that holds or is contemplating the purchase of this Certificate or
an interest herein, provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential). Notwithstanding the foregoing, each offeree and/or
holder of this Certificate (and each employee, representative, or other agent of
such offeree or holder) may disclose to any and all persons, without limitation
of any kind, the tax treatment and tax structure of the transactions (as defined
in section 1.6011-4 of the Treasury Department regulations) associated herewith
and all materials of any kind (including opinions or other tax analyses) that
are provided to the taxpayer relating to such tax treatment and tax structure.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.

     Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Special Servicer, any
Controlling Class Certificateholder (with priority among such Holders being
given to the Holder of Certificates representing the greatest Percentage
Interest in the Controlling Class), the Master Servicer, the Depositor or Lehman
Brothers Inc., in that order of priority


                                     A-3-8


(with the Special Servicer having the most senior priority) to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1.0% of the Initial Pool
Balance specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Authenticating Agent , by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust (to the extent of its rights therein) for distributions
hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, without applying any conflicts of law principles of such state (other
than the provisions of Section 5-1401 of the New York General Obligations Law),
and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.




                                     A-3-9



     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Certificate Registrar


                                              By:
                                                  ------------------------------
                                                  Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class X-CL Certificates referred to in the
within-mentioned Agreement.

Dated:  _____________


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Authenticating Agent


                                              By:
                                                  ------------------------------
                                                  Authorized Officer



                                     A-3-10



                                   ASSIGNMENT


     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

     I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________

________________________________________________________________________________

Dated:



                                           -------------------------------------
                                           Signature by or on behalf of Assignor



                                           -------------------------------------
                                           Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to ____________________________________________
for the account of ___________________________________________________________.

     Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ____________________________________________________________________.

     This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.



                                     A-3-11



                                   EXHIBIT A-4

            FORM OF CLASS [A-M] [A-J] [B] [C] [D] [E] [F] CERTIFICATE


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2005-C5
            CLASS [A-M] [A-J] [B] [C] [D] [E] [F] COMMERCIAL MORTGAGE
                    PASS-THROUGH CERTIFICATE, SERIES 2005-C5


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by


                   STRUCTURED ASSET SECURITIES CORPORATION II



Pass-Through Rate:  Variable                                     Initial Certificate Principal Balance of this Certificate as
                                                                 of the Closing Date:
                                                                 $____________

Date of Pooling and Servicing Agreement:                         Class Principal Balance of all the Class [A-M] [A-J] [B] [C]
August 11, 2005                                                  [D] [E] [F] Certificates as of the Closing Date:
                                                                 $____________

Cut-off Date: August 11, 2005 (or, as to one Mortgage Loan,      Aggregate unpaid principal balance of the Mortgage Pool as
the date of origination)                                         of the Cut-off Date, after deducting payments of principal
                                                                 due on or before such date (the "Initial Pool Balance"):
                                                                 $2,344,068,539
Closing Date: August 25, 2005

First Distribution Date: September 16, 2005

Master Servicer: Wachovia Bank, National Association             Trustee: LaSalle Bank National Association

Special Servicer: LNR Partners, Inc.                             Fiscal Agent: ABN AMRO Bank N.V.

Certificate No. [A-M] [A-J] [B] [C] [D] [E] [F] - ___            CUSIP No.:  _____________




                                     A-4-1



[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, IF THE PURCHASE OR HOLDING OF THIS CERTIFICATE OR SUCH INTEREST
HEREIN WOULD RESULT IN A VIOLATION OF SECTION 406 OR 407 OF ERISA OR SECTION
4975 OF THE CODE OR WOULD RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LNR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the principal
balance of this Certificate (its


                                     A-4-2


"Certificate Principal Balance") as of the Closing Date by the aggregate
principal balance of all the Certificates of the same Class as this Certificate
(their "Class Principal Balance") as of the Closing Date) in that certain
beneficial ownership interest in the Trust evidenced by all the Certificates of
the same Class as this Certificate. The Trust was created and the Certificates
were issued pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Agreement"), between Structured Asset Securities Corporation II, as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), Wachovia Bank, National Association, as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement), LNR
Partners, Inc., as special servicer (the "Special Servicer", which term includes
any successor entity under the Agreement), LaSalle Bank National Association, as
trustee (the "Trustee", which term includes any successor entity under the
Agreement), and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the event of any conflict between any provision
of this Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

     Pursuant to the terms of the Agreement, distributions will be made on the
4th Business Day following the 11th calendar day of each month (or, if such 11th
calendar day is not a Business Day, then the 5th Business Day following such
11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs. All distributions made under the Agreement in
respect of this Certificate will be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions generally no less than five (5) Business Days prior to the Record
Date for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appeared in the Certificate Register or to any such other address
of which the Trustee is subsequently notified in writing.



                                     A-4-3


     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Certificates are issuable in fully registered form only without coupons
in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

     No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

     [FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so long as
this Certificate is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC, transfers of interests
in this Certificate shall be made through the book-entry facilities of DTC.]

     The Holder of this Certificate, by its acceptance hereof, shall be deemed
to have agreed to keep confidential any information it obtains from the Trustee
(except that such Holder may provide any such information obtained by it to any
other Person that holds or is contemplating the purchase of this Certificate or
an interest herein, provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential). Notwithstanding the foregoing, each offeree and/or
holder of this Certificate (and each employee, representative, or other agent of
such offeree or holder) may disclose to any and all persons, without limitation
of any kind, the tax treatment and tax structure of the transactions (as defined
in section 1.6011-4 of the Treasury Department regulations) associated herewith
and all materials of any kind (including opinions or other tax analyses) that
are provided to the taxpayer relating to such tax treatment and tax structure.



                                     A-4-4


     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.

     Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Special Servicer, any
Controlling Class Certificateholder (with priority among such Holders being
given to the Holder of Certificates representing the greatest Percentage
Interest in the Controlling Class), the Master Servicer, the Depositor or Lehman
Brothers Inc., in that order of priority (with the Special Servicer having the
most senior priority) to purchase from the Trust all Mortgage Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance specified on the face
hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust (to the extent of its rights therein) for distributions
hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, without applying any conflicts of law principles of such state (other
than the provisions of Section 5-1401 of the New York General Obligations Law),
and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.



                                     A-4-5



     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Certificate Registrar


                                              By:
                                                  ------------------------------
                                                  Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class [A-M] [A-J] [B] [C] [D] [E] [F] Certificates
referred to in the within-mentioned Agreement.

Dated:  _____________


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Authenticating Agent


                                              By:
                                                  ------------------------------
                                                  Authorized Officer





                                     A-4-6



                                   ASSIGNMENT


     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

     I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address:

Dated:



                                           -------------------------------------
                                           Signature by or on behalf of Assignor




                                           -------------------------------------
                                           Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of ____________________________________________________________.

     Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ____________________________________________________________________.

     This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.



                                     A-4-7



                                   EXHIBIT A-5

      FORM OF CLASS [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T] CERTIFICATE


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2005-C5
      CLASS [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T] COMMERCIAL MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2005-C5


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by


                   STRUCTURED ASSET SECURITIES CORPORATION II



Pass-Through Rate:  [ __% per annum] [Variable]                 Initial Certificate Principal Balance of this Certificate
                                                                as of the Closing Date:
                                                                $____________

Date of Pooling and Servicing Agreement:                        Class Principal Balance of all the Class [G] [H] [J] [K]
August 11, 2005                                                 [L] [M] [N] [P] [Q] [S] [T] Certificates as of the Closing
                                                                Date:
                                                                $____________

Cut-off Date: August 11, 2005 (or, as to one Mortgage Loan,     Aggregate unpaid principal balance of the Mortgage Pool as
the date of origination)                                        of the Cut-off Date, after deducting payments of principal
                                                                due on or before such date (the "Initial Pool Balance"):
                                                                $2,344,068,539

Closing Date: August 25, 2005

First Distribution Date: September 16, 2005

Master Servicer: Wachovia Bank, National Association            Trustee: LaSalle Bank National Association

Special Servicer: LNR Partners, Inc.                            Fiscal Agent:ABN AMRO Bank N.V.

Certificate No. [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S]         CUSIP No.: _____________
[T]-___




                                     A-5-1



[FOR BOOK ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LNR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A


                                     A-5-2


"REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the principal
balance of this Certificate (its "Certificate Principal Balance") as of the
Closing Date by the aggregate principal balance of all the Certificates of the
same Class as this Certificate (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between
Structured Asset Securities Corporation II, as depositor (the "Depositor", which
term includes any successor entity under the Agreement), Wachovia Bank, National
Association, as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), LNR Partners, Inc., as special servicer
(the "Special Servicer", which term includes any successor entity under the
Agreement), LaSalle Bank National Association, as trustee (the "Trustee", which
term includes any successor entity under the Agreement), and ABN AMRO Bank N.V.,
as fiscal agent (the "Fiscal Agent", which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound. In
the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

     Pursuant to the terms of the Agreement, distributions will be made on the
4th Business Day following the 11th calendar day of each month (or, if such 11th
calendar day is not a Business Day, then the 5th Business Day following such
11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs. All distributions made under the Agreement in
respect of this Certificate will be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions generally no less than five (5) Business Days prior to the Record
Date for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the


                                     A-5-3


foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Certificates are issuable in fully registered form only without coupons
in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

     No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

     If this Certificate constitutes a Definitive Certificate and a Transfer
hereof is to be made without registration under the Securities Act (other than
in connection with the initial issuance of the Certificates or a Transfer of
this Certificate by the Depositor, Lehman Brothers Inc. or any of their
respective Affiliates or, if this Certificate is a Global Certificate, a
Transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit


                                     A-5-4


F-2A to the Agreement or as Exhibit F-2B to the Agreement; or (ii) an Opinion of
Counsel satisfactory to the Trustee to the effect that such Transferee is an
Institutional Accredited Investor or a Qualified Institutional Buyer and such
Transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal
Agent or the Certificate Registrar in their respective capacities as such),
together with the written certification(s) as to the facts surrounding such
Transfer from the Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

     No beneficial interest in a Rule 144A Global Certificate for any Class of
Book-Entry Non-Registered Certificates may be held by any Person that is not a
Qualified Institutional Buyer. If this Certificate constitutes a Rule 144A
Global Certificate and a Transfer of any interest herein is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a Transfer of any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates), then the
Certificate Owner desiring to effect such Transfer shall be required to obtain
either (i) a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2C to the Agreement, or (ii) an
Opinion of Counsel to the effect that such Transferee is a Qualified
Institutional Buyer and such Transfer may be made without registration under the
Securities Act. If this Certificate constitutes a Rule 144A Global Certificate
and any Transferee of an interest herein does not, in connection with the
subject Transfer, deliver to the Transferor the Opinion of Counsel or the
certification described in the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that all the certifications set forth
in Exhibit F-2C attached to the Agreement are, with respect to the subject
Transfer, true and correct. Furthermore, if this Certificate constitutes a Rule
144A Global Certificate for the Class T Certificates and a Transfer of any
interest herein is to be made without registration under the Securities Act, any
Certificate Owner desiring to effect a transfer of this Certificate or any
interest herein may not sell or otherwise transfer this Certificate or any
interest herein unless it has provided the Depositor with prior written notice
of such transfer (together with a copy of the certificate (executed by the
proposed transferee) or Opinion of Counsel referred to above in this paragraph);
such notice to be delivered to Structured Asset Securities Corporation II, 745
Seventh Avenue, New York, New York 10019, Attention: Scott Lechner--LB-UBS
Commercial Mortgage Trust 2005-C5, facsimile number: (646) 758-4203.

     Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred to any Non-United States Securities Person who takes delivery in the
form of a beneficial interest in the Regulation S Global Certificate for such
Class of Certificates, provided that the Certificate Owner desiring to effect
such Transfer (i) complies with the requirements for Transfers of interests in
such Regulation S Global Certificate set forth in the following paragraph and
(ii) delivers or causes to be delivered to the Certificate Registrar and the
Trustee (A) a copy of the certificate to be obtained by such Certificate Owner
from its prospective Transferee in accordance with the second sentence of the
following paragraph and (B) such written orders and instructions as are required
under the applicable procedures of the Depository, Clearstream and Euroclear to
direct the Trustee, as transfer agent for the Depository,


                                     A-5-5


to approve the debit of the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, and approve the
credit of the account of a Depository Participant by a denomination of interests
in such Regulation S Global Certificate, that is equal to the denomination of
beneficial interests in the subject Class of Book-Entry Non-Registered
Certificates to be transferred. Upon delivery to the Certificate Registrar and
the Trustee of such certification and such orders and instructions, the Trustee,
subject to and in accordance with the applicable procedures of the Depository,
shall reduce the denomination of the Rule 144A Global Certificate in respect of
the subject Class of Book-Entry Non-Registered Certificates, and increase the
denomination of the Regulation S Global Certificate for such Class of
Certificates, by the denomination of the beneficial interest in such Class of
Certificates specified in such orders and instructions.

     No beneficial interest in the Regulation S Global Certificate for any Class
of Book-Entry Non-Registered Certificates may be held by a United States
Securities Person. Any Certificate Owner desiring to effect any Transfer of an
interest in the Regulation S Global Certificate for any Class of Book-Entry
Non-Registered Certificates shall be required to obtain from such Certificate
Owner's prospective Transferee a certificate substantially in the form set forth
in Exhibit F-2D to the Agreement to the effect that such Transferee is not a
United States Securities Person. If any Transferee of an interest in the
Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates does not, in connection with the subject Transfer, deliver to the
Transferor the certification described in the preceding sentence, then such
Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit F-2D to the Agreement are, with respect to
the subject Transfer, true and correct.

     Notwithstanding the preceding paragraph, any interest in the Regulation S
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred to any Qualified Institutional Buyer that takes delivery in the form
of a beneficial interest in the Rule 144A Global Certificate for such Class of
Certificates, provided that the Certificate Owner desiring to effect such
transfer (i) complies with the requirements for Transfers of interests in such
Rule 144A Global Certificate set forth in the third paragraph above this
paragraph and (ii) delivers or causes to be delivered to the Certificate
Registrar and the Trustee (A) a copy of the certificate or Opinion of Counsel to
be obtained by such Certificate Owner from its prospective Transferee in
accordance with the second sentence of the third paragraph above this paragraph
and (B) such written orders and instructions as are required under the
applicable procedures of the Depository, Clearstream and Euroclear to direct the
Trustee to debit the account of a Depository Participant by a denomination of
interests in such Regulation S Global Certificate, and credit the account of a
Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, that is equal to the denomination of beneficial interests in the
subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon
delivery to the Certificate Registrar and the Trustee of such certification or
Opinion of Counsel and such orders and instructions, the Trustee, subject to and
in accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Regulation S Global Certificate in respect of the subject
Class of Book-Entry Non-Registered Certificates, and increase the denomination
of the Rule 144A Global Certificate for such Class of Certificates, by the
denomination of the beneficial interest in such Class of Certificates specified
in such orders and instructions.

     Also notwithstanding the foregoing, any interest in a Global Certificate
with respect to any Class of Book-Entry Non-Registered Certificates may be
transferred by any Certificate Owner holding such interest to any Institutional
Accredited Investor (other than a Qualified Institutional Buyer)


                                     A-5-6


that takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Trustee of (i) such certifications and/or opinions as are contemplated by the
fifth paragraph above this paragraph and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository
to direct the Trustee to debit the account of a Depository Participant by the
denomination of the transferred interests in such Global Certificate. Upon
delivery to the Certificate Registrar and the Trustee of the certifications
and/or opinions contemplated by the fifth paragraph above this paragraph, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the subject Global Certificate by
the denomination of the transferred interests in such Global Certificate, and
shall cause a Definitive Certificate of the same Class as such Global
Certificate, and in a denomination equal to the reduction in the denomination of
such Global Certificate, to be executed, authenticated and delivered in
accordance with the Agreement to the applicable Transferee.

     None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
Transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, Lehman Brothers Inc., UBS Securities LLC, the
Trustee, the Fiscal Agent, the Master Servicer, the Special Servicer, the
Certificate Registrar and their respective Affiliates against any liability that
may result if such Transfer is not exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

     No Transfer of this Certificate or any interest herein shall be made to (A)
any employee benefit plan or other retirement arrangement, including individual
retirement accounts and annuities, Keogh plans and collective investment funds
and separate accounts in which such plans, accounts or arrangements are
invested, including insurance company general accounts, that is subject to ERISA
or the Code (each, a "Plan"), or (B) any Person who is directly or indirectly
purchasing this Certificate or such interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan, if the purchase and
holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate or any interest herein by the
Depositor, Lehman Brothers Inc. or any of their respective Affiliates or, if
this Certificate constitutes a Global Certificate, any Transfer of this
Certificate to a successor Depository or to the applicable Certificate Owner in
accordance with Section 5.03 of the Agreement, the Certificate Registrar shall
refuse to register the Transfer of this Certificate unless it has received from
the prospective Transferee, and, if this Certificate constitutes a Global
Certificate, any Certificate Owner transferring an interest herein shall be
required to obtain from its prospective Transferee, one of the following: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
this Certificate or such interest herein by such prospective Transferee is
exempt from the prohibited transaction provisions of Sections 406(a) and (b) and
407 of ERISA and the excise taxes imposed on such prohibited transactions by
Sections 4975(a) and (b) of the Code, by reason of Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) if this Certificate is
rated in one of the four highest generic rating categories by either Rating
Agency,


                                     A-5-7


and this Certificate or an interest herein is being acquired by or on behalf of
a Plan in reliance on any of Prohibited Transaction Exemption 91-14, a
certification to the effect that such Plan (X) is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
any Sub-Servicer, any Person responsible for servicing an Outside Serviced Trust
Mortgage Loan or administering an Outside Administered REO Property, any
Exemption-Favored Party or any Mortgagor with respect to Mortgage Loans
constituting more than 5% of the aggregate unamortized principal balance of all
the Mortgage Loans determined as of the Closing Date, or by any Affiliate of
such Person, and (Z) agrees that it will obtain from each of its Transferees
that are Plans a written representation that such Transferee, if a Plan,
satisfies the requirements of the immediately preceding clauses (X) and (Y),
together with a written agreement that such Transferee will obtain from each of
its Transferees that are Plans a similar written representation regarding
satisfaction of the requirements of the immediately preceding clauses (X) and
(Y); or (iv) a certification of facts and an Opinion of Counsel which otherwise
establish to the reasonable satisfaction of the Trustee or such Certificate
Owner, as the case may be, that such Transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code. If any Transferee of
this Certificate or any interest herein does not, in connection with the subject
Transfer, deliver to the Certificate Registrar (if this Certificate constitutes
a Definitive Certificate) or the Transferor (if this Certificate constitutes a
Global Certificate) a certification and/or Opinion of Counsel as required by the
preceding sentence, then such Transferee shall be deemed to have represented and
warranted that either: (i) such Transferee is not a Plan and is not directly or
indirectly purchasing this Certificate or any interest herein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of this Certificate or such interest herein by such
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code.

     No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

     [FOR BOOK ENTRY CERTIFICATES: Notwithstanding the foregoing, for so long as
this Certificate is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC, transfers of interests
in this Certificate shall be made through the book-entry facilities of DTC.]

     The Holder of this Certificate, by its acceptance hereof, shall be deemed
to have agreed to keep confidential any information it obtains from the Trustee
(except that such Holder may provide any such information obtained by it to any
other Person that holds or is contemplating the purchase of this Certificate or
an interest herein, provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential). Notwithstanding the foregoing, each offeree and/or
holder of this Certificate (and each employee, representative, or other agent of
such offeree or holder) may disclose to any and all persons, without limitation
of any kind, the tax treatment and tax structure of the transactions (as defined
in section 1.6011-4 of the Treasury Department regulations) associated herewith
and all materials of any kind


                                     A-5-8


(including opinions or other tax analyses) that are provided to the taxpayer
relating to such tax treatment and tax structure.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.

     Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Special Servicer, any
Controlling Class Certificateholder (with priority among such Holders being
given to the Holder of Certificates representing the greatest Percentage
Interest in the Controlling Class), the Master Servicer, the Depositor or Lehman
Brothers Inc., in that order of priority (with the Special Servicer having the
most senior priority) to purchase from the Trust all Mortgage Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance specified on the face
hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust (to the extent of its rights therein) for distributions
hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, without applying any conflicts of law principles of such state (other
than the provisions of Section 5-1401 of the New York


                                     A-5-9


General Obligations Law), and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.




                                     A-5-10



     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Certificate Registrar


                                              By:
                                                  ------------------------------
                                                  Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T]
Certificates referred to in the within-mentioned Agreement.

Dated:  _____________


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Authenticating Agent


                                              By:
                                                  ------------------------------
                                                  Authorized Officer



                                     A-5-11


                                   ASSIGNMENT


     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

     I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: _____________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

Dated:



                                           -------------------------------------
                                           Signature by or on behalf of Assignor



                                           -------------------------------------
                                           Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to _____________________________________________
for the account of ____________________________________________________________.

     Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

     This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.




                                     A-5-12



                                   EXHIBIT A-6

              FORM OF CLASS [R-I] [R-II] [R-III] [R-LR] CERTIFICATE


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2005-C5
 CLASS [R-I] [R-II] [R-III] [R-LR] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2005-C5


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by


                   STRUCTURED ASSET SECURITIES CORPORATION II



Date of Pooling and Servicing Agreement:                         Percentage Interest evidenced by this Certificate in the
August 11, 2005                                                  related Class:  ___%

Cut-off Date: August 11, 2005 (or, as to one Mortgage Loan,      Aggregate unpaid principal balance of the Mortgage Pool as
the date of origination)                                         of the Cut-off Date, after deducting payments of principal
                                                                 due on or before such date (the "Initial Pool Balance"):
                                                                 $2,344,068,539

Closing Date: August 25, 2005

First Distribution Date: September 16, 2005

Master Servicer: Wachovia Bank, National Association             Trustee: LaSalle Bank National Association

Special Servicer: LNR Partners, Inc.                             Fiscal Agent: ABN AMRO Bank N.V.

Certificate No. [R-I] [R-II] [R-III] [R-LR]-___




                                     A-6-1



THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LNR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, THE TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL
TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE
REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

     This certifies that _______________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate (as specified above) in
that certain beneficial ownership


                                     A-6-2


interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), between Structured Asset Securities Corporation II, as depositor
(the "Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association, as master servicer (the "Master Servicer",
which term includes any successor entity under the Agreement), LNR Partners,
Inc., as special servicer (the "Special Servicer", which term includes any
successor entity under the Agreement), LaSalle Bank National Association, as
trustee (the "Trustee", which term includes any successor entity under the
Agreement), and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. In the event of any conflict between any provision
of this Certificate and any provision of the Agreement, such provision of this
Certificate shall be superseded to the extent of such inconsistency.

     Pursuant to the terms of the Agreement, distributions will be made on the
4th Business Day following the 11th calendar day of each month (or, if such 11th
calendar day is not a Business Day, then the 5th Business Day following such
11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs. All distributions made under the Agreement in
respect of this Certificate will be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions generally no less than five (5) Business Days prior to the Record
Date for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Certificates are issuable in fully registered form only without coupons
in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain


                                     A-6-3


limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

     No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

     If a Transfer of this Certificate is to be made without registration under
the Securities Act (other than in connection with the initial issuance of the
Certificates or a Transfer of this Certificate by the Depositor, Lehman Brothers
Inc. or any of their respective Affiliates), then the Certificate Registrar
shall refuse to register such Transfer unless it receives (and, upon receipt,
may conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such Transfer substantially in the form attached as Exhibit
F-1 to the Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached as Exhibit F-2A to the Agreement;
or (ii) an Opinion of Counsel satisfactory to the Trustee to the effect that
such Transferee is a Qualified Institutional Buyer and such Transfer may be made
without registration under the Securities Act (which Opinion of Counsel shall
not be an expense of the Trust Fund or of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Fiscal Agent or the Certificate Registrar
in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such Transfer from the
Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar the certification
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in Exhibit F-2A attached to the Agreement are, with respect to the subject
Transfer, true and correct.

     None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, Lehman Brothers Inc., UBS Securities LLC, the Trustee, the Fiscal
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar and
their respective Affiliates against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.


                                     A-6-4


     No Transfer of this Certificate or any interest herein shall be made to (A)
any employee benefit plan or other retirement arrangement, including individual
retirement accounts and annuities, Keogh plans and collective investment funds
and separate accounts in which such plans, accounts or arrangements are
invested, including insurance company general accounts, that is subject to ERISA
or the Code (each, a "Plan"), or (B) any Person who is directly or indirectly
purchasing this Certificate or such interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan, if the purchase and
holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or any of their respective Affiliates, the Certificate Registrar
shall refuse to register the Transfer of this Certificate unless it has received
from the prospective Transferee, either: (i) a certification to the effect that
such prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate on behalf of, as named fiduciary of, as trustee of,
or with assets of a Plan; or (ii) a certification of facts and an Opinion of
Counsel which otherwise establish to the reasonable satisfaction of the Trustee
that such Transfer will not result in a violation of Section 406 or 407 of ERISA
or Section 4975 of the Code or result in the imposition of an excise tax under
Section 4975 of the Code. If any Transferee of this Certificate or any interest
herein does not, in connection with the subject Transfer, deliver to the
Certificate Registrar a certification and/or Opinion of Counsel as required by
the preceding sentence, then such Transferee shall be deemed to have represented
and warranted that either: (i) such Transferee is not a Plan and is not directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of this Certificate or such interest herein by such
Transferee is exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code.

     Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii)(A) of such Section 5.02(d)
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii)(B) of such Section 5.02(d) to negotiate
the terms of any mandatory disposition and to execute all instruments of
transfer and to do all other things necessary in connection with any such
disposition. Each Person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee and shall promptly notify the Trustee
and the Tax Administrator of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed Transfer of any Ownership
Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit H-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, representing and warranting, among other things, that such
Transferee is a Permitted Transferee, that it is not acquiring its Ownership
Interest in this Certificate as a nominee, trustee or agent for any Person that
is not a Permitted Transferee, that for so long as it retains its Ownership
Interest in this Certificate, it will endeavor to remain a Permitted Transferee,
and that it has reviewed the provisions of Section 5.02(d) of the Agreement and
agrees to be bound by them. Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee, if the Certificate Registrar has actual
knowledge that the proposed Transferee is not a Permitted Transferee, the
Certificate Registrar shall not register the


                                     A-6-5


Transfer of an Ownership Interest in this Certificate to such proposed
Transferee. In addition, the Certificate Registrar shall not register the
transfer of an Ownership Interest in this Certificate to any entity classified
as a partnership under the Code unless at the time of transfer, all of its
beneficial owners are United States Tax Persons.

     Each Person holding or acquiring any Ownership Interest in this Certificate
shall agree (x) to require a Transfer Affidavit and Agreement from any other
Person to whom such Person attempts to Transfer its Ownership Interest herein
and (y) not to Transfer its Ownership Interest herein unless it provides to the
Certificate Registrar a certificate substantially in the form attached as
Exhibit H-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Trustee and the Tax
Administrator written notice that it is a "pass-through interest holder" within
the meaning of temporary Treasury regulations section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such
Ownership Interest on behalf of, a "pass-through interest holder".

     The provisions of Section 5.02(d) of the Agreement may be modified, added
to or eliminated, provided that there shall have been delivered to the Trustee
and the Tax Administrator the following: (a) written notification from each
Rating Agency to the effect that the modification of, addition to or elimination
of such provisions will not cause such Rating Agency to withdraw, qualify or
downgrade its then-current rating of any Class of Certificates; and (b) an
opinion of counsel, in form and substance satisfactory to the Trustee and the
Tax Administrator, to the effect that such modification of, addition to or
elimination of such provisions will not (i) cause any REMIC Pool to (A) cease to
qualify as a REMIC or (B) be subject to an entity-level tax caused by the
Transfer of a Residual Interest Certificate to a Person which is not a Permitted
Transferee, or (ii) cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the Transfer of a Residual Interest
Certificate to a Person that is not a Permitted Transferee.

     A "Permitted Transferee" is any Transferee that is not (i) a Disqualified
Organization, (ii) any Person as to whom the transfer of this Certificate may
cause any REMIC Pool to fail to qualify as a REMIC, (iii) a Disqualified
Non-United States Tax Person, (iv) a Disqualified Partnership or (v) a foreign
permanent establishment or fixed base (within the meaning of any applicable
income tax treaty between the United States and any foreign jurisdiction) of a
United States Tax Person.

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



                                     A-6-6


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

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

     A "Non-United States Tax Person" is any Person other than a United States
Tax Person. A "United States Tax Person" is a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof, or an
estate whose income from sources without the United States is includable in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust if a court within the United States is able to exercise supervision over
the administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust (or to the extent
provided in the Treasury regulations, if the trust was in existence on August
20, 1996 and elected to be treated as a United States person), all within the
meaning of Section 7701(a)(30) of the Code.

     No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

     The Holder of this Certificate, by its acceptance hereof, shall be deemed
to have agreed to keep confidential any information it obtains from the Trustee
(except that such Holder may provide any such information obtained by it to any
other Person that holds or is contemplating the purchase of this Certificate or
an interest herein, provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential). Notwithstanding the foregoing, each offeree and/or
holder of this Certificate (and each employee, representative, or other agent of
such offeree or holder) may disclose to any and all persons, without limitation
of any kind, the tax treatment and tax structure of the transactions (as defined
in section 1.6011-4 of the Treasury Department regulations) associated herewith
and all materials of any kind (including opinions or other tax analyses) that
are provided to the taxpayer relating to such tax treatment and tax structure.



                                     A-6-7


     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.

     Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but does not require, the Special Servicer, any
Controlling Class Certificateholder (with priority among such Holders being
given to the Holder of Certificates representing the greatest Percentage
Interest in the Controlling Class), the Master Servicer, the Depositor or Lehman
Brothers Inc., in that order of priority (with the Special Servicer having the
most senior priority) to purchase from the Trust all Mortgage Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance specified on the face
hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust (to the extent of its rights therein) for distributions
hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, without applying any conflicts of law principles of such state (other
than the provisions of Section 5-1401 of the New York General Obligations Law),
and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.



                                     A-6-8



     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Certificate Registrar


                                              By:
                                                  ------------------------------
                                                  Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class [R-I] [R-II] [R-III] [R-LR] Certificates referred
to in the within-mentioned Agreement.

Dated: _____________


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Authenticating Agent


                                              By:
                                                  ------------------------------
                                                  Authorized Officer




                                     A-6-9



                                   ASSIGNMENT


     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

     I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________

_______________________________________________________________________________
_______________________________________________________________________________

Dated:



                                           -------------------------------------
                                           Signature by or on behalf of Assignor




                                           -------------------------------------
                                           Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to ____________________________________________
for the account of ____________________________________________________________.

     Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to _________________________________________________________________.

     This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.




                                     A-6-10



                                   EXHIBIT A-7

                           FORM OF CLASS V CERTIFICATE


                    LB-UBS COMMERCIAL MORTGAGE TRUST 2005-C5
              CLASS V COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2005-C5


This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by


                   STRUCTURED ASSET SECURITIES CORPORATION II



Date of Pooling and Servicing Agreement:                         Percentage Interest evidenced by this Certificate in Class
August 11, 2005                                                  V: ___%

Cut-off Date:  August 11, 2005 (or, as to one Mortgage Loan,     Aggregate unpaid principal balance of the Mortgage Pool as
the date of origination)                                         of the Cut-off Date, after deducting payments of principal
                                                                 due on or before such date (the "Initial Pool Balance"):
                                                                 $2,344,068,539

Closing Date: August 25, 2005

First Distribution Date: September 16, 2005

Master Servicer: Wachovia Bank, National Association             Trustee: LaSalle Bank National Association

Special Servicer: LNR Partners, Inc.                             Fiscal Agent: ABN AMRO Bank N.V.

Certificate No. V-___




                                     A-7-1



THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION II, WACHOVIA BANK, NATIONAL ASSOCIATION, LNR
PARTNERS, INC., LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD TRUST MORTGAGE LOANS SUBJECT TO THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

     This certifies that ________________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (as specified
above) in that certain beneficial ownership interest in the Trust evidenced by
all the Class V Certificates. The Trust was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as specified above
(the "Agreement"), between Structured Asset Securities Corporation II, as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), Wachovia Bank, National Association, as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement), LNR
Partners, Inc., as special servicer (the "Special Servicer", which term includes
any successor entity under the Agreement), LaSalle Bank National Association, as
trustee (the "Trustee", which term includes any successor entity under the
Agreement), and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.


                                     A-7-2


In the event of any conflict between any provision of this Certificate and any
provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

     Pursuant to the terms of the Agreement, distributions will be made on the
4th Business Day following the 11th calendar day of each month (or, if such 11th
calendar day is not a Business Day, then the 5th Business Day following such
11th calendar day) (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed pursuant to the Agreement
on the applicable Distribution Date in respect of the Class of Certificates to
which this Certificate belongs. All distributions made under the Agreement in
respect of this Certificate will be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions generally no less than five (5) Business Days prior to the Record
Date for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice.

     The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Accounts, the Collection Account and,
if established, the REO Accounts may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

     The Certificates are issuable in fully registered form only without coupons
in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.



                                     A-7-3


     No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

     If a Transfer of this Certificate is to be made without registration under
the Securities Act (other than in connection with the initial issuance of the
Certificates or a Transfer of this Certificate by the Depositor, Lehman Brothers
Inc. or any of their respective Affiliates), then the Certificate Registrar
shall refuse to register such Transfer unless it receives (and, upon receipt,
may conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such Transfer substantially in the form attached as Exhibit
F-1 to the Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached either as Exhibit F-2A to the
Agreement or as Exhibit F-2B to the Agreement; or (ii) an Opinion of Counsel
satisfactory to the Trustee to the effect that such Transferee is an
Institutional Accredited Investor or a Qualified Institutional Buyer and such
Transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal
Agent or the Certificate Registrar in their respective capacities as such),
together with the written certification(s) as to the facts surrounding such
Transfer from the Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

     None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class of Certificates to which this
Certificate belongs, under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
Transfer of this Certificate or any interest herein without such registration or
qualification. Any Certificateholder desiring to effect a Transfer of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, Lehman Brothers Inc., UBS Securities LLC, the Trustee, the Fiscal
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar and
their respective Affiliates against any liability that may result if such
Transfer is not exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws or is not made in
accordance with such federal and state laws.

     No Transfer of this Certificate or any interest herein shall be made to (A)
any employee benefit plan or other retirement arrangement, including individual
retirement accounts and annuities, Keogh plans and collective investment funds
and separate accounts in which such plans, accounts or arrangements are
invested, including insurance company general accounts, that is subject to ERISA
or the Code (each, a "Plan"), or (B) any Person who is directly or indirectly
purchasing this Certificate or such interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan, if the purchase and
holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in connection with the initial issuance of the
Certificates or any Transfer of this Certificate by the Depositor, Lehman
Brothers Inc. or


                                     A-7-4


any of their respective Affiliates, the Certificate Registrar shall refuse to
register the Transfer of this Certificate unless it has received from the
prospective Transferee, either: (i) a certification to the effect that such
prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate or such interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
of facts and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Trustee that such Transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code. If any Transferee of
this Certificate or any interest herein does not, in connection with the subject
Transfer, deliver to the Certificate Registrar a certification and/or Opinion of
Counsel as required by the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406(a) and (b) and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Sections 4975(a) and (b) of the Code.

     No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

     The Holder of this Certificate, by its acceptance hereof, shall be deemed
to have agreed to keep confidential any information it obtains from the Trustee
(except that such Holder may provide any such information obtained by it to any
other Person that holds or is contemplating the purchase of this Certificate or
an interest herein, provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential). Notwithstanding the foregoing, each offeree and/or
holder of this Certificate (and each employee, representative, or other agent of
such offeree or holder) may disclose to any and all persons, without limitation
of any kind, the tax treatment and tax structure of the transactions (as defined
in section 1.6011-4 of the Treasury Department regulations) associated herewith
and all materials of any kind (including opinions or other tax analyses) that
are provided to the taxpayer relating to such tax treatment and tax structure.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.

     Subject to certain terms and conditions set forth in the Agreement, the
Trust and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment
(or any advance with respect thereto) on or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase by
the Depositor, Lehman Brothers Inc., the Master Servicer, the Special Servicer
or any Controlling Class Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and any REO Properties remaining in the
Trust. The Agreement permits, but


                                     A-7-5


does not require, the Special Servicer, any Controlling Class Certificateholder
(with priority among such Holders being given to the Holder of Certificates
representing the greatest Percentage Interest in the Controlling Class), the
Master Servicer, the Depositor or Lehman Brothers Inc., in that order of
priority (with the Special Servicer having the most senior priority) to purchase
from the Trust all Mortgage Loans and any REO Properties remaining therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1.0% of the
Initial Pool Balance specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of any REMIC Pool as a
REMIC, without the consent of the Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust (to the extent of its rights therein) for distributions
hereunder.

     This Certificate shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, without applying any conflicts of law principles of such state (other
than the provisions of Section 5-1401 of the New York General Obligations Law),
and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.


                                     A-7-6



     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed.


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Certificate Registrar


                                              By:
                                                  ------------------------------
                                                  Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class V Certificates referred to in the within-mentioned
Agreement.

Dated:  _____________


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Authenticating Agent


                                              By:
                                                  ------------------------------
                                                  Authorized Officer



                                     A-7-7



                                   ASSIGNMENT


     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
              (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.

     I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

Dated:


                                           -------------------------------------
                                           Signature by or on behalf of Assignor




                                           -------------------------------------
                                           Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to ____________________________________________
for the account of ____________________________________________________________.

     Distributions made by check (such check to be made payable to
______________________) and all applicable statements and notices should be
mailed to ___________________________________________________________________.

     This information is provided by ______________________________, the
assignee named above, or __________________________________, as its agent.



                                     A-7-8


                                    EXHIBIT B

                       FORM OF DISTRIBUTION DATE STATEMENT


                    See Annex D in the Prospectus Supplement




                                       B-1


                                    EXHIBIT C

                         FORM OF CUSTODIAL CERTIFICATION


To the parties listed on the attached Schedule A

     Re: LB-UBS Commercial Mortgage Trust 2005-C5
         Commercial Mortgage Pass Through Certificates, Series 2005-C5
         (the "Certificates")
         -------------------------------------------------------------

Ladies and Gentlemen:

     Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement dated as
of August 11, 2005, relating to the above-referenced Certificates (the
"Agreement"), LaSalle Bank National Association, in its capacity as trustee (the
"Trustee"), hereby certifies as to each Mortgage Loan subject as of the date
hereof to the Agreement (except as identified in the exception report attached
hereto) that: (i) all documents specified or referred to in subclause (A) of
Section 2.02(b) are in its possession or the possession of a Custodian on its
behalf; (ii) the recordation/filing contemplated by Section 2.01(c) of the
Agreement (except in the case of an Outside Serviced Trust Mortgage Loan) has
been completed (based solely on receipt by the Trustee of the particular
recorded/filed documents); (iii) all documents received by it or any Custodian
with respect to such Mortgage Loan have been reviewed by it or by such Custodian
on its behalf and (A) appear regular on their face (handwritten additions,
changes or corrections shall not constitute irregularities if initialed by the
Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport
to relate to such Mortgage Loan; and (iv) based on the examinations referred to
in Sections 2.02(a) and 2.02(b) of the Agreement and in this Certification and
only as to the foregoing documents, the information set forth in the Trust
Mortgage Loan Schedule with respect to the items specified in clauses (v) and
(vi)(B) of the definition of "Trust Mortgage Loan Schedule" accurately reflects
the information set forth in the Mortgage File.

     Neither the Trustee nor any Custodian is under any duty or obligation to
inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Mortgage Loans delivered to it to determine that
the same are valid, legal, effective, genuine, binding, enforceable, sufficient
or appropriate for the represented purpose or that they are other than what they
purport to be on their face. Furthermore, neither the Trustee nor any Custodian
shall have any responsibility for determining whether the text of any assignment
or endorsement is in proper or recordable form, whether the requisite recording
of any document is in accordance with the requirements of any applicable
jurisdiction, or whether a blanket assignment is permitted in any applicable
jurisdiction. In performing the review contemplated herein, the Trustee or any
Custodian may rely on the Depositor as to the purported genuineness of any such
document and any signature thereon.


                                       C-1


     Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them in the Agreement.


                                              Respectfully,

                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Trustee


                                              By:
                                                  ------------------------------
                                                  Name:
                                                  Title:



                                       C-2



                                   SCHEDULE A


Wachovia Bank, National Association
NC 1075
8739 Research Drive - URP4
Charlotte, North Carolina 28262-1075
Attn: LB-UBS Commercial Mortgage Trust 2005-C5

LNR Partners, Inc.
1601 Washington Avenue, Suite 800
Miami, Florida 33139
Attn: LB-UBS Commercial Mortgage Trust 2005-C5

Structured Asset Securities Corporation II
745 Seventh Avenue
New York, New York 10019
Attn: LB-UBS Commercial Mortgage Trust 2005-C5

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Attn: LB-UBS Commercial Mortgage Trust 2005-C5

Lehman Brothers Holdings Inc.
745 Seventh Avenue
New York, New York 10019
Attn: LB-UBS Commercial Mortgage Trust 2005-C5

LUBS Inc.
745 Seventh Avenue
New York, New York 10019
Attn: LB-UBS Commercial Mortgage Trust 2005-C5

UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
Attn: LB-UBS Commercial Mortgage Trust 2005-C5

UBS Real Estate Investments Inc.
1285 Avenue of the Americas
New York, New York 10019
Attn: LB-UBS Commercial Mortgage Trust 2005-C5

[EACH OF THE NON-TRUST MORTGAGE LOAN NOTEHOLDERS]



                                       C-3


                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE


                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:   Global Securities and Trust Services Group--
             LB-UBS Commercial Mortgage Trust 2005-C5

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

     In connection with the administration of the Mortgage Files held by or on
behalf of you as Trustee, under that certain Pooling and Servicing Agreement
dated as of August 11, 2005 (the "Pooling and Servicing Agreement"), by and
between Structured Asset Securities Corporation II, as depositor, Wachovia Bank,
National Association, as master servicer (the "Master Servicer"), LNR Partners,
Inc., as special servicer (the "Special Servicer"), LaSalle Bank National
Association, as trustee (the "Trustee), and ABN AMRO Bank N.V., fiscal agent,
the undersigned hereby requests a release of the Mortgage File (or the portion
thereof specified below) held by or on behalf of you as Trustee, with respect to
the following described Mortgage Loan for the reason indicated below.

     Property Name: ___________________________________________________________

     Address: _________________________________________________________________

     Control No.: _____________________________________________________________

     If only particular documents in the Mortgage File are requested, please
specify which: ________________________________________________________________

_______________________________________________________________________________

Reason for requesting file (or portion thereof):

     ____   1.   Mortgage Loan paid in full. The undersigned hereby certifies
                 that all amounts received in connection with the Mortgage Loan
                 that are required to be credited to the Custodial Accounts
                 pursuant to the Pooling and Servicing Agreement, have been or
                 will be so credited.

     ____   2.   Other. (Describe) ____________________________________________

                 ______________________________________________________________

                 ______________________________________________________________

     The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten (10) days of our receipt thereof,


                                      D-1-1


unless the Mortgage Loan has been paid in full, in which case the Mortgage File
(or such portion thereof) will be retained by us permanently.

     Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.


                                             WACHOVIA BANK, NATIONAL ASSOCIATION


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:



                                      D-1-2



                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE


                                   -----------


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Global Securities and Trust Services Group--
            LB-UBS Commercial Mortgage Trust 2005-C5

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

     In connection with the administration of the Mortgage Files held by or on
behalf of you as Trustee, under that certain Pooling and Servicing Agreement
dated as of August 11, 2005 (the "Pooling and Servicing Agreement"), by and
between Structured Asset Securities Corporation II, as depositor, Wachovia Bank,
National Association, as master servicer (the "Master Servicer"), 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,
the undersigned hereby requests a release of the Mortgage File (or the portion
thereof specified below) held by or on behalf of you as Trustee, with respect to
the following described Mortgage Loan for the reason indicated below.

     Property Name: ___________________________________________________________

     Address: _________________________________________________________________

     Control No.: _____________________________________________________________

     If only particular documents in the Mortgage File are requested, please
specify which: ________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

Reason for requesting file (or portion thereof):

     ____   1.  Mortgage Loan paid in full. The undersigned hereby certifies
                that all amounts received in connection with the Mortgage Loan
                that are required to be credited to the Custodial Accounts
                pursuant to the Pooling and Servicing Agreement, have been or
                will be so credited.

     ____   2.  Other. (Describe) _____________________________________________

                _______________________________________________________________

                _______________________________________________________________


                                      D-2-1


     The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten (10) days of our receipt thereof (or within such longer
period as we have indicated as part of our reason for the request), unless the
Mortgage Loan has been paid in full or otherwise liquidated, in which case the
Mortgage File (or such portion thereof) will be retained by us permanently.

     Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.


                                           LNR PARTNERS, INC.


                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:




                                      D-2-2


                                    EXHIBIT E

                     FORM OF LOAN PAYOFF NOTIFICATION REPORT


                        LOAN PAYMENT NOTIFICATION REPORT
                           AS OF _____________________



------------------------------------------------------------------------------------------------------------------------------------
    S4           S55        S61    S58     P7       P8     P10       P11       P93         P97      SERVICER ESTIMATED INFORMATION
------------------------------------------------------------------------------------------------------------------------------------
                                        SCHEDULED                           PRECEDING
             SHORT NAME                 MORTGAGE   PAID  CURRENT            FISCAL YR.                         EXPECTED   EXPECTED
PROSPECTUS     (WHEN     PROPERTY         LOAN     THRU  INTEREST  MATURITY    DSCR    MOST RECENT    YIELD    PAYMENT  DISTRIBUTION
    ID      APPROPRIATE)   TYPE   STATE  BALANCE   DATE    RATE      DATE      NCR       DSCR NCF  MAINTENANCE   DATE       DATE
------------------------------------------------------------------------------------------------------------------------------------

SCHEDULED PAYMENTS
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

------------------------------------------------------------------------------------------------------------------------------------
UNSCHEDULED PAYMENT
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

------------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                 $
------------------------------------------------------------------------------------------------------------------------------------



THE BORROWER HAS ONLY REQUESTED THE INFORMATION TO PAY-OFF. THIS DOES NOT
INDICATE A DEFINITE PAYMENT.


                                       E-1



                                   EXHIBIT F-1

                         FORM OF TRANSFEROR CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES


                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:  Global Securities and Trust Services Group--
            LB-UBS Commercial Mortgage Trust 2005-C5


            Re:  LB-UBS Commercial Mortgage Trust 2005-C5, Commercial Mortgage
                 Pass-Through Certificates, Series 2005-C5, Class _____,
                 [having an initial aggregate [Certificate Principal Balance]
                 [Certificate Notional Amount] as of August 25, 2005 of
                 $__________] [representing a ____% Percentage Interest in the
                 subject Class]

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of August 11, 2005, between Structured Asset
Securities Corporation II, as Depositor, Wachovia Bank, National Association, as
Master Servicer, LNR Partners, Inc., as Special Servicer, LaSalle Bank National
Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor, that:

          1. The Transferor is the lawful owner of the Transferred Certificates
     with the full right to transfer such Certificates free from any and all
     claims and encumbrances whatsoever.

          2. Neither the Transferor nor anyone acting on its behalf has (a)
     offered, transferred, pledged, sold or otherwise disposed of any
     Transferred Certificate, any interest in a Transferred Certificate or any
     other similar security to any person in any manner, (b) solicited any offer
     to buy or accept a transfer, pledge or other disposition of any Transferred
     Certificate, any interest in a Transferred Certificate or any other similar
     security from any person in any manner, (c) otherwise approached or
     negotiated with respect to any Transferred Certificate, any interest in a
     Transferred Certificate or any other similar security with any person in
     any manner, (d) made any general solicitation with respect to any
     Transferred Certificate, any interest in a Transferred Certificate or any
     other similar security by means of general advertising or in any other
     manner, or (e) taken any other action with respect to any Transferred
     Certificate, any interest in a Transferred Certificate or any other similar
     security, which (in the case of any of the acts described in clauses (a)
     through (e) hereof) would constitute a distribution of the Transferred
     Certificates under the Securities Act of


                                      F-1-1


     1933, as amended (the "Securities Act"), would render the disposition of
     the Transferred Certificates a violation of Section 5 of the Securities Act
     or any state securities laws, or would require registration or
     qualification of the Transferred Certificates pursuant to the Securities
     Act or any state securities laws.

                                              Very truly yours,


                                              ----------------------------------
                                              Print Name of Transferor


                                              By:
                                                  ------------------------------
                                              Name:
                                              Title:


                                      F-1-2


                                  EXHIBIT F-2A

                        FORM I OF TRANSFEREE CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES


                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:  Global Securities and Trust Services Group--
            LB-UBS Commercial Mortgage Trust 2005-C5

            Re:  LB-UBS Commercial Mortgage Trust 2005-C5, Commercial
                 Mortgage Pass-Through Certificates, Series 2005-C5,
                 Class ___, [having an initial aggregate [Certificate
                 Principal Balance] [Certificate Notional Amount] as
                 of August 25, 2005 of $__________] [representing a
                 ____% Percentage Interest in the subject Class]

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
____________________________ (the "Transferor") to
________________________________ (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 5.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of August 11, 2005, between Structured Asset Securities Corporation II, as
Depositor, Wachovia Bank, National Association, as Master Servicer, LNR
Partners, Inc., as Special Servicer, LaSalle Bank National Association, as
Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you, as Certificate Registrar, and for the benefit of the
Trustee and the Depositor, that:

          1. The Transferee is a "qualified institutional buyer" (a "Qualified
     Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
     under the Securities Act of 1933, as amended (the "Securities Act"), and
     has completed one of the forms of certification to that effect attached
     hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it
     is being made in reliance on Rule 144A. The Transferee is acquiring the
     Transferred Certificates for its own account or for the account of another
     Qualified Institutional Buyer, and understands that such Transferred
     Certificates may be resold, pledged or transferred only (a) to a person
     reasonably believed to be a Qualified Institutional Buyer that purchases
     for its own account or for the account of another Qualified Institutional
     Buyer and to whom notice is given that the resale, pledge or transfer is
     being made in reliance on Rule 144A, or (b) except in the case of a
     Residual Interest Certificate, pursuant to another exemption from
     registration under the Securities Act.

          2. The Transferee has been furnished with all information regarding
     (a) the Depositor, (b) the Transferred Certificates and distributions
     thereon, (c) the nature, performance and servicing


                                     F-2A-1


     of the Trust Mortgage Loans, (d) the Pooling and Servicing Agreement and
     the Trust Fund created pursuant thereto, and (e) all related matters, that
     it has requested.

          3. If the Transferee proposes that the Transferred Certificates be
     registered in the name of a nominee, such nominee has completed the Nominee
     Acknowledgment below.


                                               Very truly yours,


                                               ---------------------------------
                                               Print Name of Transferee


                                               By:
                                                   -----------------------------
                                                   Name:
                                                   Title:


                             Nominee Acknowledgement
                             -----------------------

          The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.



                                               ---------------------------------
                                               Print Name of Nominee


                                               By:
                                                   -----------------------------
                                                   Name:
                                                   Title:




                                     F-2A-2



                                                         ANNEX 1 TO EXHIBIT F-2A
                                                         -----------------------


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]



          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
     a person fulfilling an equivalent function, or other executive officer of
     the entity purchasing the Transferred Certificates (the "Transferee").

          2. The Transferee is a "qualified institutional buyer" as that term is
     defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
     amended, because (i) [the Transferee] [each of the Transferee's equity
     owners] owned and/or invested on a discretionary basis
     $______________________(1) in securities (other than the excluded
     securities referred to below) as of the end of such entity's most recent
     fiscal year (such amount being calculated in accordance with Rule 144A) and
     (ii) the Transferee satisfies the criteria in the category marked below.

     ____      Corporation, etc. The Transferee is a corporation (other than a
               bank, savings and loan association or similar institution),
               Massachusetts or similar business trust, partnership, or any
               organization described in Section 501(c)(3) of the Internal
               Revenue Code of 1986, as amended.

     ____      Bank. The Transferee (a) is a national bank or a banking
               institution organized under the laws of any state, U.S. territory
               or the District of Columbia, the business of which is
               substantially confined to banking and is supervised by the state
               or territorial banking commission or similar official or is a
               foreign bank or equivalent institution, and (b) has an audited
               net worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached hereto,
               as of a date not more than 16 months preceding the date of sale
               of the Transferred Certificates in the case of a U.S. bank, and
               not more than 18 months preceding such date of sale in the case
               of a foreign bank or equivalent institution.

     ____      Savings and Loan. The Transferee (a) is a savings and loan
               association, building and loan association, cooperative bank,
               homestead association or similar institution, which is supervised
               and examined by a state or federal authority having supervision
               over any such institutions, or is a foreign savings and loan
               association



-----------------
(1)  Transferee or each of its equity owners must own and/or invest on a
     discretionary basis at least $100,000,000 in securities unless Transferee
     or any such equity owner, as the case may be, is a dealer, and, in that
     case, Transferee or such equity owner, as the case may be, must own and/or
     invest on a discretionary basis at least $10,000,000 in securities.


                                     F-2A-3


               or equivalent institution and (b) has an audited net worth of at
               least $25,000,000 as demonstrated in its latest annual financial
               statements, a copy of which is attached hereto, as of a date not
               more than 16 months preceding the date of sale of the Transferred
               Certificates in the case of a U.S. savings and loan association,
               and not more than 18 months preceding such date of sale in the
               case of a foreign savings and loan association or equivalent
               institution.

     ____      Broker-dealer. The Transferee is a dealer registered pursuant to
               Section 15 of the Securities Exchange Act of 1934, as amended.

     ____      Insurance Company. The Transferee is an insurance company whose
               primary and predominant business activity is the writing of
               insurance or the reinsuring of risks underwritten by insurance
               companies and which is subject to supervision by the insurance
               commissioner or a similar official or agency of a state, U.S.
               territory or the District of Columbia.

     ____      State or Local Plan. The Transferee is a plan established and
               maintained by a state, its political subdivisions, or any agency
               or instrumentality of the state or its political subdivisions,
               for the benefit of its employees.

     _____     ERISA Plan. The Transferee is an employee benefit plan within the
               meaning of Title I of the Employee Retirement Income Security Act
               of 1974.

     _____     Investment Advisor. The Transferee is an investment advisor
               registered under the Investment Advisers Act of 1940.

     _____     QIB Subsidiary. All the Transferee's equity owners are "qualified
               institutional buyers" within the meaning of Rule 144A.

     _____     Other. (Please supply a brief description of the entity and a
               cross-reference to the paragraph and subparagraph under
               subsection (a)(1) of Rule 144A pursuant to which it qualifies.
               Note that registered investment companies should complete Annex 2
               rather than this Annex 1) _______________________________________

               _________________________________________________________________

               ________________________________________________________________.

          3. For purposes of determining the aggregate amount of securities
     owned and/or invested on a discretionary basis by any Person, the
     Transferee did not include (i) securities of issuers that are affiliated
     with such Person, (ii) securities that are part of an unsold allotment to
     or subscription by such Person, if such Person is a dealer, (iii) bank
     deposit notes and certificates of deposit, (iv) loan participations, (v)
     repurchase agreements, (vi) securities owned but subject to a repurchase
     agreement and (vii) currency, interest rate and commodity swaps.

          4. For purposes of determining the aggregate amount of securities
     owned and/or invested on a discretionary basis by any Person, the
     Transferee used the cost of such securities to such Person, unless such
     Person reports its securities holdings in its financial statements on the
     basis of their market value, and no current information with respect to the
     cost of those securities has been published, in which case the securities
     were valued at market. Further, in determining


                                     F-2A-4


     such aggregate amount, the Transferee may have included securities owned by
     subsidiaries of such Person, but only if such subsidiaries are consolidated
     with such Person in its financial statements prepared in accordance with
     generally accepted accounting principles and if the investments of such
     subsidiaries are managed under such Person's direction. However, such
     securities were not included if such Person is a majority-owned,
     consolidated subsidiary of another enterprise and such Person is not itself
     a reporting company under the Securities Exchange Act of 1934, as amended.

          5. The Transferee is familiar with Rule 144A and understands that the
     Transferor and other parties related to the Transferred Certificates are
     relying and will continue to rely on the statements made herein because one
     or more sales to the Transferee may be in reliance on Rule 144A.


          ___    ___    Will the Transferee be purchasing the Transferred
          Yes    No     Certificates only for the Transferee's own account?

          6. If the answer to the foregoing question is "no", then in each case
     where the Transferee is purchasing for an account other than its own, such
     account belongs to a third party that is itself a "qualified institutional
     buyer" within the meaning of Rule 144A, and the "qualified institutional
     buyer" status of such third party has been established by the Transferee
     through one or more of the appropriate methods contemplated by Rule 144A.

          7. The Transferee will notify each of the parties to which this
     certification is made of any changes in the information and conclusions
     herein. Until such notice is given, the Transferee's purchase of the
     Transferred Certificates will constitute a reaffirmation of this
     certification as of the date of such purchase. In addition, if the
     Transferee is a bank or savings and loan as provided above, the Transferee
     agrees that it will furnish to such parties any updated annual financial
     statements that become available on or before the date of such purchase,
     promptly after they become available.

          8. Capitalized terms used but not defined herein have the respective
     meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
     to which the Transferred Certificates were issued.


                                           -------------------------------------
                                           Print Name of Transferee


                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:
                                               Date:



                                     F-2A-5


                                                         ANNEX 2 TO EXHIBIT F-2A
                                                         -----------------------


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]



          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee Certificate to which
this certification relates and to which this certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
     a person fulfilling an equivalent function, or other executive officer of
     the entity purchasing the Transferred Certificates (the "Transferee") or,
     if the Transferee is a "qualified institutional buyer" as that term is
     defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
     amended, because the Transferee is part of a Family of Investment Companies
     (as defined below), is an executive officer of the investment adviser (the
     "Adviser").

          2. The Transferee is a "qualified institutional buyer" as defined in
     Rule 144A because (i) the Transferee is an investment company registered
     under the Investment Company Act of 1940, and (ii) as marked below, the
     Transferee alone owned and/or invested on a discretionary basis, or the
     Transferee's Family of Investment Companies owned, at least $100,000,000 in
     securities (other than the excluded securities referred to below) as of the
     end of the Transferee's most recent fiscal year. For purposes of
     determining the amount of securities owned by the Transferee or the
     Transferee's Family of Investment Companies, the cost of such securities
     was used, unless the Transferee or any member of the Transferee's Family of
     Investment Companies, as the case may be, reports its securities holdings
     in its financial statements on the basis of their market value, and no
     current information with respect to the cost of those securities has been
     published, in which case the securities of such entity were valued at
     market.

     _____     The Transferee owned and/or invested on a discretionary basis
               $___________________ in securities (other than the excluded
               securities referred to below) as of the end of the Transferee's
               most recent fiscal year (such amount being calculated in
               accordance with Rule 144A).

     _____     The Transferee is part of a Family of Investment Companies which
               owned in the aggregate $______________ in securities (other than
               the excluded securities referred to below) as of the end of the
               Transferee's most recent fiscal year (such amount being
               calculated in accordance with Rule 144A).

          3. The term "Family of Investment Companies" as used herein means two
     or more registered investment companies (or series thereof) that have the
     same investment adviser or investment advisers that are affiliated (by
     virtue of being majority owned subsidiaries of the same parent or because
     one investment adviser is a majority owned subsidiary of the other).

          4. The term "securities" as used herein does not include (i)
     securities of issuers that are affiliated with the Transferee or are part
     of the Transferee's Family of Investment Companies,


                                     F-2A-6


     (ii) bank deposit notes and certificates of deposit, (iii) loan
     participations, (iv) repurchase agreements, (v) securities owned but
     subject to a repurchase agreement and (vi) currency, interest rate and
     commodity swaps. For purposes of determining the aggregate amount of
     securities owned and/or invested on a discretionary basis by the
     Transferee, or owned by the Transferee's Family of Investment Companies,
     the securities referred to in this paragraph were excluded.

          5. The Transferee is familiar with Rule 144A and understands that the
     Transferor and other parties related to the Transferred Certificates are
     relying and will continue to rely on the statements made herein because one
     or more sales to the Transferee will be in reliance on Rule 144A.

          ____   ____    Will the Transferee be purchasing the Transferred
          Yes    No      Certificates only for the Transferee's own account?

          6. If the answer to the foregoing question is "no", then in each case
     where the Transferee is purchasing for an account other than its own, such
     account belongs to a third party that is itself a "qualified institutional
     buyer" within the meaning of Rule 144A, and the "qualified institutional
     buyer" status of such third party has been established by the Transferee
     through one or more of the appropriate methods contemplated by Rule 144A.

          7. The undersigned will notify the parties to which this certification
     is made of any changes in the information and conclusions herein. Until
     such notice, the Transferee's purchase of the Transferred Certificates will
     constitute a reaffirmation of this certification by the undersigned as of
     the date of such purchase.


                                     F-2A-7


          8. Capitalized terms used but not defined herein have the respective
     meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
     to which the Transferred Certificates were issued.


                                        ----------------------------------------
                                        Print Name of Transferee or Adviser


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:
                                            Date:


                                        IF ABOVE IS AN ADVISER:


                                        ----------------------------------------
                                        Print Name of Transferee


                                        Date:
                                              ----------------------------------


                                     F-2A-8



                                  EXHIBIT F-2B

                        FORM II OF TRANSFEREE CERTIFICATE
             FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES


                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Global Securities and Trust Services Group--
            LB-UBS Commercial Mortgage Trust 2005-C5

            Re:  LB-UBS Commercial Mortgage Trust 2005-C5, Commercial
                 Mortgage Pass-Through Certificates, Series 2005-C5,
                 Class _____,[having an initial aggregate [Certificate
                 Principal Balance] [Certificate Notional Amount] as
                 of August 25, 2005 of $__________] [representing a
                 ____% Percentage Interest in the subject Class]

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of August 11, 2005, between Structured Asset
Securities Corporation II, as Depositor, Wachovia Bank, National Association, as
Master Servicer, LNR Partners, Inc., as Special Servicer, LaSalle Bank National
Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor, that:

          1. The Transferee is acquiring the Transferred Certificates for its
     own account for investment and not with a view to or for sale or transfer
     in connection with any distribution thereof, in whole or in part, in any
     manner which would violate the Securities Act of 1933, as amended (the
     "Securities Act"), or any applicable state securities laws.

          2. The Transferee understands that (a) the Transferred Certificates
     have not been and will not be registered under the Securities Act or
     registered or qualified under any applicable state securities laws, (b)
     none of the Depositor, the Trustee or the Certificate Registrar is
     obligated so to register or qualify the Class of Certificates to which the
     Transferred Certificates belong, and (c) neither a Transferred Certificate
     nor any security issued in exchange therefor or in lieu thereof may be
     resold or transferred unless it is (i) registered pursuant to the
     Securities Act and registered or qualified pursuant to any applicable state
     securities laws or (ii) sold or transferred in transactions which are
     exempt from such registration and qualification and the Certificate
     Registrar has received: (A) a certification from the Certificateholder
     desiring to effect such transfer substantially in the form attached as
     Exhibit F-1 to the Pooling and Servicing


                                     F-2B-1


     Agreement and a certification from such Certificateholder's prospective
     transferee substantially in the form attached either as Exhibit F-2A to the
     Pooling and Servicing Agreement or as Exhibit F-2B to the Pooling and
     Servicing Agreement; or (B) an opinion of counsel satisfactory to the
     Trustee with respect to, among other things, the availability of such
     exemption from registration under the Securities Act, together with copies
     of the written certification(s) from the transferor and/or transferee
     setting forth the facts surrounding the transfer upon which such opinion is
     based.

          3. The Transferee understands that it may not sell or otherwise
     transfer any Transferred Certificate or interest therein, except in
     compliance with the provisions of Section 5.02 of the Pooling and Servicing
     Agreement, which provisions it has carefully reviewed, and that each
     Transferred Certificate will bear the following legends:

          THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
          SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
          DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
          REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH
          DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
          ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
          SERVICING AGREEMENT REFERRED TO HEREIN.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
          (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
          THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
          1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE
          CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY PERSON WHO IS
          DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
          HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
          ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
          ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
          OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

          4. Neither the Transferee nor anyone acting on its behalf has (a)
     offered, pledged, sold, disposed of or otherwise transferred any
     Transferred Certificate, any interest in any Transferred Certificate or any
     other similar security to any person in any manner, (b) solicited any offer
     to buy or accept a pledge, disposition or other transfer of any Transferred
     Certificate, any interest in any Transferred Certificate or any other
     similar security from any person in any manner, (c) otherwise approached or
     negotiated with respect to any Transferred Certificate, any interest in any
     Transferred Certificate or any other similar security with any person in
     any manner, (d) made any general solicitation with respect to any
     Transferred Certificate, any


                                     F-2B-2


     interest in any Transferred Certificate or any other similar security by
     means of general advertising or in any other manner, or (e) taken any other
     action with respect to any Transferred Certificate, any interest in any
     Transferred Certificate or any other similar security, which (in the case
     of any of the acts described in clauses (a) through (e) above) would
     constitute a distribution of the Transferred Certificates under the
     Securities Act, would render the disposition of the Transferred
     Certificates a violation of Section 5 of the Securities Act or any state
     securities law or would require registration or qualification of the
     Transferred Certificates pursuant thereto. The Transferee will not act, nor
     has it authorized or will it authorize any person to act, in any manner set
     forth in the foregoing sentence with respect to any Transferred
     Certificate, any interest in any Transferred Certificate or any other
     similar security.

          5. The Transferee has been furnished with all information regarding
     (a) the Depositor, (b) the Transferred Certificates and distributions
     thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created
     pursuant thereto, (d) the nature, performance and servicing of the Mortgage
     Loans, and (e) all related matters, that it has requested.

          6. The Transferee is an "accredited investor" as defined in any of
     paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or
     an entity in which all of the equity owners come within such paragraphs.
     The Transferee has such knowledge and experience in financial and business
     matters as to be capable of evaluating the merits and risks of an
     investment in the Transferred Certificates; the Transferee has sought such
     accounting, legal and tax advice as it has considered necessary to make an
     informed investment decision; and the Transferee is able to bear the
     economic risks of such investment and can afford a complete loss of such
     investment.


                                     F-2B-3


          7. If the Transferee proposes that the Transferred Certificates be
     registered in the name of a nominee, such nominee has completed the Nominee
     Acknowledgement below.


                                           Very truly yours,


                                           -------------------------------------
                                           Print Name of Transferee


                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:


                             Nominee Acknowledgement
                             -----------------------

          The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.



                                        ----------------------------------------
                                        Print Name of Nominee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:



                                     F-2B-4



                                  EXHIBIT F-2C

                         FORM OF TRANSFEREE CERTIFICATE
           FOR TRANSFERS OF INTERESTS IN RULE 144A GLOBAL CERTIFICATES


                                     [Date]


[TRANSFEROR]

          Re:  LB-UBS Commercial Mortgage Trust 2005-C5, Commercial Mortgage
               Pass-Through Certificates, Series 2005-C5, Class _____, having an
               initial aggregate [Certificate Principal Balance] [Certificate
               Notional Amount] as of August 25, 2005 of $__________

Ladies and Gentlemen:

          This letter is delivered to you in connection with the Transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of August 11, 2005, between Structured Asset Securities
Corporation II, as Depositor, Wachovia Bank, National Association, as Master
Servicer, LNR Partners, Inc., as Special Servicer, LaSalle Bank National
Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to and agrees with you, and
for the benefit of the Depositor, that:

          1. The Transferee is a "qualified institutional buyer" (a "Qualified
     Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
     under the Securities Act of 1933, as amended (the "Securities Act"), and
     has completed one of the forms of certification to that effect attached
     hereto as Annex 1 and Annex 2. The Transferee is aware that the Transfer to
     it of the Transferor's interest in the Transferred Certificates is being
     made in reliance on Rule 144A. The Transferee is acquiring such interest in
     the Transferred Certificates for its own account or for the account of
     another Qualified Institutional Buyer.

          2. The Transferee understands that (a) the Transferred Certificates
     have not been and will not be registered under the Securities Act or
     registered or qualified under any applicable state securities laws, (b)
     none of the Depositor, the Trustee or the Certificate Registrar is
     obligated so to register or qualify the Transferred Certificates and (c) no
     interest in the Transferred Certificates may be resold or transferred
     unless (i) such Certificates are registered pursuant to the Securities Act
     and registered or qualified pursuant any applicable state securities laws,
     or (ii) such interest is sold or transferred in a transaction which is
     exempt from such registration and qualification and the Transferor desiring
     to effect such transfer has received (A) a certificate from such
     Certificate Owner's prospective transferee substantially in the form


                                     F-2C-1


     attached as Exhibit F-2C to the Pooling and Servicing Agreement or (B) an
     opinion of counsel to the effect that, among other things, such prospective
     transferee is a Qualified Institutional Buyer and such transfer may be made
     without registration under the Securities Act.

          3. The Transferee understands that it may not sell or otherwise
     transfer the Transferred Certificates or any interest therein except in
     compliance with the provisions of Section 5.02 of the Pooling and Servicing
     Agreement, which provisions it has carefully reviewed, and that the
     Transferred Certificates will bear the following legends:

          THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
          SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
          DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
          REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH
          DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
          ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
          SERVICING AGREEMENT REFERRED TO HEREIN.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO
          (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
          THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
          1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE
          CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY PERSON WHO IS
          DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
          HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
          ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
          ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
          OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


                                     F-2C-2


          4. The Transferee understands that, if the Transferred Certificate is
     a Class T Certificate, it may not sell or otherwise transfer such
     Transferred Certificate or any interest therein unless it has provided
     prior written notice of such transfer (together with a copy of the
     Transferee Certificate in the form hereof executed by the proposed
     transferee of such Transferred Certificate) to Structured Asset Securities
     Corporation II, 745 Seventh Avenue, New York, New York 10019, Attention:
     Scott Lechner--LB-UBS Commercial Mortgage Trust 2005-C5, facsimile number:
     (646) 758-4203.

          5. The Transferee has been furnished with all information regarding
     (a) the Depositor, (b) the Transferred Certificates and distributions
     thereon, (c) the nature, performance and servicing of the Mortgage Loans,
     (d) the Pooling and Servicing Agreement and the Trust Fund created pursuant
     thereto, (e) any credit enhancement mechanism associated with the
     Transferred Certificates, and (f) all related matters, that it has
     requested.


                                            Very truly yours,



                                            ------------------------------------
                                            Print Name of Transferee



                                            By:
                                                --------------------------------
                                                Name:
                                                Title:


                                     F-2C-3



                                                         ANNEX 1 TO EXHIBIT F-2C
                                                         -----------------------


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]


          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Structured Asset Securities
Corporation II with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
     a person fulfilling an equivalent function, or other executive officer of
     the entity acquiring interests in the Transferred Certificates (the
     "Transferee").

          2. The Transferee is a "qualified institutional buyer" as that term is
     defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
     144A"), because (i) [the Transferee] [each of the Transferee's equity
     owners] owned and/or invested on a discretionary basis $____________(1) in
     securities (other than the excluded securities referred to below) as of the
     end of such entity's most recent fiscal year (such amount being calculated
     in accordance with Rule 144A) and (ii) the Transferee satisfies the
     criteria in the category marked below.

     ____      Corporation, etc. The Transferee is a corporation (other than a
               bank, savings and loan association or similar institution),
               Massachusetts or similar business trust, partnership, or any
               organization described in Section 501(c)(3) of the Internal
               Revenue Code of 1986, as amended.

     ____      Bank. The Transferee (a) is a national bank or a banking
               institution organized under the laws of any state, U.S. territory
               or the District of Columbia, the business of which is
               substantially confined to banking and is supervised by the state
               or territorial banking commission or similar official or is a
               foreign bank or equivalent institution, and (b) has an audited
               net worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached hereto,
               as of a date not more than 16 months preceding the date of sale
               of the Transferred Certificates in the case of a U.S. bank, and
               not more than 18 months preceding such date of sale in the case
               of a foreign bank or equivalent institution.

     ____      Savings and Loan. The Transferee (a) is a savings and loan
               association, building and loan association, cooperative bank,
               homestead association or similar institution, which is supervised
               and examined by a state or federal authority having supervision
               over any such institutions or is a foreign savings and loan


---------------------
(2)  Transferee or each of its equity owners must own and/or invest on a
     discretionary basis at least $100,000,000 in securities unless Transferee
     or any such equity owner, as the case may be, is a dealer, and, in that
     case, Transferee or such equity owner, as the case may be, must own and/or
     invest on a discretionary basis at least $10,000,000 in securities.


                                     F-2C-4


               association or equivalent institution and (b) has an audited net
               worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached hereto,
               as of a date not more than 16 months preceding the date of sale
               of the Transferred Certificates in the case of a U.S. savings and
               loan association, and not more than 18 months preceding such date
               of sale in the case of a foreign savings and loan association or
               equivalent institution.

     ____      Broker-dealer. The Transferee is a dealer registered pursuant to
               Section 15 of the Securities Exchange Act of 1934, as amended.

     ____      Insurance Company. The Transferee is an insurance company whose
               primary and predominant business activity is the writing of
               insurance or the reinsuring of risks underwritten by insurance
               companies and which is subject to supervision by the insurance
               commissioner or a similar official or agency of a state, U.S.
               territory or the District of Columbia.

     ____      State or Local Plan. The Transferee is a plan established and
               maintained by a state, its political subdivisions, or any agency
               or instrumentality of the state or its political subdivisions,
               for the benefit of its employees.

     ____      ERISA Plan. The Transferee is an employee benefit plan within the
               meaning of Title I of the Employee Retirement Income Security Act
               of 1974.

     ____      Investment Advisor. The Transferee is an investment advisor
               registered under the Investment Advisers Act of 1940, as amended.

     ____      QIB Subsidiary. All of the Transferee's equity owners are
               "qualified institutional buyers" within the meaning of Rule 144A.

     ____      Other. (Please supply a brief description of the entity and a
               cross-reference to the paragraph and subparagraph under
               subsection (a)(1) of Rule 144A pursuant to which it qualifies.
               Note that registered investment companies should complete Annex 2
               rather than this Annex 1.)

          3. For purposes of determining the aggregate amount of securities
     owned and/or invested on a discretionary basis by any Person, the
     Transferee did not include (i) securities of issuers that are affiliated
     with such Person, (ii) securities that are part of an unsold allotment to
     or subscription by such Person, if such Person is a dealer, (iii) bank
     deposit notes and certificates of deposit, (iv) loan participations, (v)
     repurchase agreements, (vi) securities owned but subject to a repurchase
     agreement and (vii) currency, interest rate and commodity swaps.

          4. For purposes of determining the aggregate amount of securities
     owned and/or invested on a discretionary basis by any Person, the
     Transferee used the cost of such securities to such Person, unless such
     Person reports its securities holdings in its financial statements on the
     basis of their market value, and no current information with respect to the
     cost of those securities has been published, in which case the securities
     were valued at market. Further, in determining such aggregate amount, the
     Transferee may have included securities owned by subsidiaries of such
     Person, but only if such subsidiaries are consolidated with such Person in
     its financial


                                     F-2C-5


     statements prepared in accordance with generally accepted accounting
     principles and if the investments of such subsidiaries are managed under
     such Person's direction. However, such securities were not included if such
     Person is a majority-owned, consolidated subsidiary of another enterprise
     and such Person is not itself a reporting company under the Securities
     Exchange Act of 1934, as amended.

          5. The Transferee acknowledges that it is familiar with Rule 144A and
     understands that the Transferor and other parties related to the
     Transferred Certificates are relying and will continue to rely on the
     statements made herein because one or more Transfers to the Transferee may
     be in reliance on Rule 144A.

          ____    ____     Will the Transferee be acquiring interests in the
          Yes     No       Transferred Certificates only for the Transferee's
                           own account?

          6. If the answer to the foregoing question is "no," then in each case
     where the Transferee is acquiring any interest in the Transferred
     Certificates for an account other than its own, such account belongs to a
     third party that is itself a "qualified institutional buyer" within the
     meaning of Rule 144A, and the "qualified institutional buyer" status of
     such third party has been established by the Transferee through one or more
     of the appropriate methods contemplated by Rule 144A.

          7. The Transferee will notify each of the parties to which this
     certification is made of any changes in the information and conclusions
     herein. Until such notice is given, the Transferee's acquisition of any
     interest in of the Transferred Certificates will constitute a reaffirmation
     of this certification as of the date of such acquisition. In addition, if
     the Transferee is a bank or savings and loan as provided above, the
     Transferee agrees that it will furnish to such parties any updated annual
     financial statements that become available on or before the date of such
     acquisition, promptly after they become available.

          8. Capitalized terms used but not defined herein have the meanings
     ascribed thereto in the Pooling and Servicing Agreement pursuant to which
     the Transferred Certificates were issued.


                                              ----------------------------------
                                              Print Name of Transferee


                                              By:
                                                  ------------------------------
                                                  Name:
                                                  Title:
                                                  Date:


                                     F-2C-6



                                                         ANNEX 2 TO EXHIBIT F-2C
                                                         -----------------------


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]


          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Structured Asset Securities
Corporation II with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee certificate to which this certification relates and to which this
certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
     a person fulfilling an equivalent function, or other executive officer of
     the entity acquired interests the Transferred Certificates (the
     "Transferee") or, if the Transferee is a "qualified institutional buyer" as
     that term is defined in Rule 144A under the Securities Act of 1933, as
     amended ("Rule 144A"), because the Transferee is part of a Family of
     Investment Companies (as defined below), is an executive officer of the
     investment adviser (the "Adviser").

          2. The Transferee is a "qualified institutional buyer" as defined in
     Rule 144A because (i) the Transferee is an investment company registered
     under the Investment Company Act of 1940, as amended, and (ii) as marked
     below, the Transferee alone owned and/or invested on a discretionary basis,
     or the Transferee's Family of Investment Companies owned, at least
     $100,000,000 in securities (other than the excluded securities referred to
     below) as of the end of the Transferee's most recent fiscal year. For
     purposes of determining the amount of securities owned by the Transferee or
     the Transferee's Family of Investment Companies, the cost of such
     securities was used, unless the Transferee or any member of the
     Transferee's Family of Investment Companies, as the case may be, reports
     its securities holdings in its financial statements on the basis of their
     market value, and no current information with respect to the cost of those
     securities has been published, in which case the securities of such entity
     were valued at market.

          ____    The Transferee owned and/or invested on a discretionary basis
                  $___________________ in securities (other than the excluded
                  securities referred to below) as of the end of the
                  Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

          ____    The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate $______________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Transferee's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A).

          3. The term "Family of Investment Companies" as used herein means two
     or more registered investment companies (or series thereof) that have the
     same investment adviser or investment advisers that are affiliated (by
     virtue of being majority owned subsidiaries of the same parent or because
     one investment adviser is a majority owned subsidiary of the other).


                                     F-2C-6


          4. The term "securities" as used herein does not include (i)
     securities of issuers that are affiliated with the Transferee or are part
     of the Transferee's Family of Investment Companies, (ii) bank deposit notes
     and certificates of deposit, (iii) loan participations, (iv) repurchase
     agreements, (v) securities owned but subject to a repurchase agreement and
     (vi) currency, interest rate and commodity swaps. For purposes of
     determining the aggregate amount of securities owned and/or invested on a
     discretionary basis by the Transferee, or owned by the Transferee's Family
     of Investment Companies, the securities referred to in this paragraph were
     excluded.

          5. The Transferee is familiar with Rule 144A and understands that the
     Transferor and other parties related to the Transferred Certificates are
     relying and will continue to rely on the statements made herein because one
     or more Transfers to the Transferee will be in reliance on Rule 144A.

          ____    ____    Will the Transferee be acquiring interests in the
          Yes     No      Transferred Certificates only for the Transferee's
                          own account?

          6. If the answer to the foregoing question is "no," then in each case
     where the Transferee is acquiring any interest in the Transferred
     Certificates for an account other than its own, such account belongs to a
     third party that is itself a "qualified institutional buyer" within the
     meaning of Rule 144A, and the "qualified institutional buyer" status of
     such third party has been established by the Transferee through one or more
     of the appropriate methods contemplated by Rule 144A.

          7. The undersigned will notify the parties to which this certification
     is made of any changes in the information and conclusions herein. Until
     such notice, the Transferee's acquisition of any interest in the
     Transferred Certificates will constitute a reaffirmation of this
     certification by the undersigned as of the date of such acquisition.


                                     F-2C-8


          8. Capitalized terms used but not defined herein have the meanings
     ascribed thereto in the Pooling and Servicing Agreement pursuant to which
     the Transferred Certificates were issued.


                                     -------------------------------------------
                                     Print Name of Transferee or Adviser


                                     By:
                                         ---------------------------------------
                                         Name:
                                         Title:
                                         Date:



                                     IF ABOVE IS AN ADVISER:


                                     Print Name of Transferee


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

                                     Date:



                                     F-2C-9


                                  EXHIBIT F-2D

                         FORM OF TRANSFEREE CERTIFICATE
         FOR TRANSFERS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES


                                     [Date]


[TRANSFEROR]

          Re:  LB-UBS Commercial Mortgage Trust 2005-C5, Commercial Mortgage
               Pass-Through Certificates, Series 2005-C5, Class _____, having an
               initial aggregate [Certificate Principal Balance] [Certificate
               Notional Amount] as of August 25, 2005 of $__________

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of August 11, 2005, between Structured Asset Securities
Corporation II, as Depositor, Wachovia Bank, National Association, as Master
Servicer, LNR Partners, Inc., as Special Servicer, LaSalle Bank National
Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to and agrees with you, and
for the benefit of the Depositor, that the Transferee is not a United States
Securities Person.

          For purposes of this certification, "United States Securities Person"
means (i) any natural person resident in the United States, (ii) any partnership
or corporation organized or incorporated under the laws of the United States,
(iii) any estate of which any executor or administrator is a United States
Securities Person, other than any estate of which any professional fiduciary
acting as executor or administrator is a United States Securities Person if an
executor or administrator of the estate who is not a United States Securities
Person has sole or shared investment discretion with respect to the assets of
the estate and the estate is governed by foreign law, (iv) any trust of which
any trustee is a United States Securities Person, other than a trust of which
any professional fiduciary acting as trustee is a United States Securities
Person if a trustee who is not a United States Securities Person has sole or
shared investment discretion with respect to the trust assets and no beneficiary
of the trust (and no settlor if the trust is revocable) is a United States
Securities Person, (v) any agency or branch of a foreign entity located in the
United States, unless the agency or branch operates for valid business reasons
and is engaged in the business of insurance or banking and is subject to
substantive insurance or banking regulation, respectively, in the jurisdiction
where located, (vi) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary for the benefit or
account of a United States Securities Person, (vii) any discretionary account or
similar account (other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an individual) resident in the


                                     F-2D-1


United States, other than one held for the benefit or account of a non-United
States Securities Person by a dealer or other professional fiduciary organized,
incorporated or (if any individual) resident in the United States, or (viii) any
partnership or corporation if (a) organized or incorporated under the laws of
any foreign jurisdiction and (b) formed by a United States Securities Person
principally for the purpose of investing in securities not registered under the
Securities Act, unless it is organized or incorporated, and owned, by
"accredited investors" (as defined in Rule 501(a)) under the United States
Securities Act of 1933, as amended (the "Securities Act"), who are not natural
persons, estates or trusts; provided, however, that the International Monetary
Fund, the International Bank for Reconstruction and Development, the
Inter-American Development Bank, the Asian Development Bank, the African
Development Bank, the United Nations and their agencies, affiliates and pension
plans, any other similar international organizations, their agencies, affiliates
and pension plans shall not constitute United States Securities Persons.

          The Transferee understands that this certification is required in
connection with certain securities laws of the United States. In connection
therewith, if administrative or legal proceedings are commenced or threatened in
connection with which this certification is or would be relevant, we irrevocably
authorize you to produce this certification to any interested party in such
proceedings.

Dated: __________, _____


                                           -------------------------------------
                                           Print Name of Transferee or Adviser


                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:
                                               Date:



                                           IF ABOVE IS AN ADVISER:


                                           Print Name of Transferee


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

                                           Date:



                                     F-2D-2



                                   EXHIBIT G-1

                        FORM I OF TRANSFEREE CERTIFICATE
        IN CONNECTION WITH ERISA (DEFINITIVE NON-REGISTERED CERTIFICATES)


                               _____________, 20__


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:  Global Securities and Trust Services Group--
            LB-UBS Commercial Mortgage Trust 2005-C5

            Re:  LB-UBS Commercial Mortgage Trust 2005-C5, Commercial Mortgage
                 Pass-Through Certificates, Series 2005-C5 (the "Certificates")
                 --------------------------------------------------------------

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class ______ Certificates [having an initial aggregate [Certificate Principal
Balance] [Certificate Notional Amount] as of August 25, 2005 of $__________]
[evidencing a ____% Percentage Interest in the subject Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of August 11, 2005, between Structured Asset
Securities Corporation II, as depositor, Wachovia Bank, National Association, as
master servicer, LNR Partners, Inc., as special servicer, LaSalle Bank National
Association, as trustee and ABN AMRO Bank N.V., as fiscal agent. All capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to you as Certificate Registrar, as follows
(check the applicable paragraph):

     _____     The Transferee (A) is not an employee benefit plan or other
               retirement arrangement, including an individual retirement
               account or annuity, a Keogh plan or a collective investment fund
               or separate account in which such plans, accounts or arrangements
               are invested, including, without limitation, an insurance company
               general account, that is subject to ERISA or the Code (each, a
               "Plan"), and (B) is not directly or indirectly purchasing the
               Transferred Certificates on behalf of, as named fiduciary of, as
               trustee of, or with assets of a Plan; or

     _____     The Transferee is using funds from an insurance company general
               account to acquire the Transferred Certificates, however, the
               purchase and holding of such Certificates by such Person is
               exempt from the prohibited transaction provisions of Sections 406
               and 407 of ERISA and the excise taxes imposed on such prohibited
               transactions by Section 4975 of the Code, by reason of Sections I
               and III of Prohibited Transaction Class Exemption 95-60.


                                      G-1-1


     _____     The Transferred Certificates are rated in one of the four highest
               generic rating categories by one of the Rating Agencies and are
               being acquired by or on behalf of a Plan in reliance on
               Prohibited Transaction Exemption 91-14; and such Plan (X) is an
               accredited investor as defined in Rule 501(a)(1) of Regulation D
               of the Securities Act, (Y) is not sponsored (within the meaning
               of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any
               Mortgage Loan Seller, the Master Servicer, the Special Servicer,
               any Sub-Servicer, any Person responsible for servicing an Outside
               Serviced Trust Mortgage Loan or administering an Outside
               Administered REO Property, any Exemption-Favored Party or any
               Mortgagor with respect to Mortgage Loans constituting more than
               5% of the aggregate unamortized principal balance of all the
               Mortgage Loans determined on the date of the initial issuance of
               the Certificates, or by any Affiliate of such Person, and (Z)
               agrees that it will obtain from each of its Transferees that are
               Plans, a written representation that such Transferee, if a Plan,
               satisfies the requirements of the immediately preceding clauses
               (X) and (Y), together with a written agreement that such
               Transferee will obtain from each of its Transferees that are
               Plans a similar written representation regarding satisfaction of
               the requirements of the immediately preceding clauses (X) and
               (Y).


                                             Very truly yours,

                                             -----------------------------------
                                             Print Name of Transferee


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                      G-1-2


                                   EXHIBIT G-2

                        FORM II OF TRANSFEREE CERTIFICATE
                            IN CONNECTION WITH ERISA
                    (BOOK-ENTRY NON-REGISTERED CERTIFICATES)


                                     [Date]

[TRANSFEROR]

          Re:  LB-UBS Commercial Mortgage Trust 2005-C5, Commercial Mortgage
               Pass-Through Certificates, Series 2005-C5 (the "Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
______________________ (the "Transferor") to _________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Corporation ("DTC") and the Depository Participants) in
Class ___ Certificates [having an initial aggregate [Certificate Principal
Balance] [Certificate Notional Amount] as of August 25, 2005 of $__________]
[evidencing a ____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement, dated as of August 11,
2005 (the "Pooling and Servicing Agreement"), among Structured Asset Securities
Corporation II, as depositor, Wachovia Bank, National Association, as master
servicer, LNR Partners, Inc., as special servicer, LaSalle Bank National
Association, as trustee, and ABN AMRO Bank N.V., as fiscal agent. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you as follows (check
the applicable paragraph):

     _____     The Transferee (A) is not an employee benefit plan or other
               retirement arrangement, including an individual retirement
               account or annuity, a Keogh plan or a collective investment fund
               or separate account in which such plans, accounts or arrangements
               are invested, including, without limitation, an insurance company
               general account, that is subject to ERISA or the Code (each, a
               "Plan"), and (B) is not directly or indirectly purchasing an
               interest in the Transferred Certificates on behalf of, as named
               fiduciary of, as trustee of, or with assets of a Plan.

     _____     The Transferee is using funds from an insurance company general
               account to acquire an interest in the Transferred Certificates,
               however, the purchase and holding of such interest by such Person
               is exempt from the prohibited transaction provisions of Sections
               406(a) and (b) and 407 of ERISA and the excise taxes imposed on
               such prohibited transactions by Sections 4975(a) and (b) of the
               Code, by reason of Sections I and III of Prohibited Transaction
               Class Exemption 95-60.

     _____     The Transferred Certificates are rated in one of the four highest
               generic rating categories by one of the Rating Agencies and an
               interest in such Certificates is


                                      G-2-1


               being acquired by or on behalf of a Plan in reliance on
               Prohibited Transaction Exemption 91-14 and such Plan (X) is an
               accredited investor as defined in Rule 501(a)(1) of Regulation D
               of the Securities Act, (Y) is not sponsored (within the meaning
               of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any
               Mortgage Loan Seller, the Master Servicer, the Special Servicer,
               any Sub-Servicer, any Person responsible for servicing an Outside
               Serviced Trust Mortgage Loan or administering an Outside
               Administered REO Property, any Exemption-Favored Party or any
               Mortgagor with respect to Mortgage Loans constituting more than
               5% of the aggregate unamortized principal balance of all the
               Mortgage Loans determined on the date of the initial issuance of
               the Certificates, or by any Affiliate of such Person, and (Z)
               agrees that it will obtain from each of its Transferees that are
               Plans, a written representation that such Transferee, if a Plan,
               satisfies the requirements of the immediately preceding clauses
               (X) and (Y), together with a written agreement that such
               Transferee will obtain from each of its Transferees that are
               Plans a similar written representation regarding satisfaction of
               the requirements of the immediately preceding clauses (X) and
               (Y).


                                        Very truly yours,


                                        ----------------------------------------
                                        Print Name of Transferee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:



                                      G-2-2



                                   EXHIBIT H-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                    REGARDING RESIDUAL INTEREST CERTIFICATES


TRANSFER AFFIDAVIT PURSUANT TO SECTIONS
860D(a)(6)(A) AND 860E(e)(4) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, AND
TREASURY REGULATION SECTION 1.860E-1(c)(4)



          Re:  LB-UBS Commercial Mortgage Trust 2005-C5, Commercial Mortgage
               Pass-Through Certificates, Series 2005-C5 (the "Certificates"),
               issued pursuant to the Pooling and Servicing Agreement (the
               "Pooling and Servicing Agreement"), dated as of August 11, 2005,
               between Structured Asset Securities Corporation II, as Depositor,
               Wachovia Bank, National Association, as Master Servicer, LNR
               Partners, Inc., as Special Servicer, LaSalle Bank National
               Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent


STATE OF __________________________)
                                   )      ss.: _____________________________
COUNTY OF _________________________)


          The undersigned declares that, to the best knowledge and belief of the
undersigned, the following representations are true, correct and complete:

          1. ______________________________ (the "Purchaser"), is acquiring
[Class R-I] [Class R-II] [Class R-III] [Class R-LR] Certificates representing
________________% of the residual interest in [each of] the real estate mortgage
investment conduit[s] ([each,] a "REMIC") designated as ["REMIC I"] ["REMIC II"]
["REMIC III"] [the "Loan REMIC"], [respectively], relating to the Certificates
for which an election is to be made under Section 860D of the Internal Revenue
Code of 1986, as amended (the "Code").

          2. The Purchaser is not a "Disqualified Organization" (as defined
below), and the Purchaser is not acquiring the [Class R-I] [Class R-II] [Class
R-III] [Class R-LR] Certificates for the account of, or as agent or nominee of,
or with a view to the transfer of direct or indirect record or beneficial
ownership thereof, to a Disqualified Organization. For the purposes hereof, a
Disqualified Organization is any of the following: (i) the United States, (ii)
any state or political subdivision thereof, (iii) any foreign government, (iv)
any international organization, (v) any agency or instrumentality of any of the
foregoing, (vi) any tax-exempt organization (other than a cooperative described
in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of
the Code unless such organization is subject to the tax imposed by Section 511
of the Code, (vii) any organization described in Section 1381(a)(2)(C) of the
Code, or (viii) any other entity designated as a "disqualified organization" by
relevant legislation amending the REMIC Provisions and in effect at or proposed
to be


                                      H-1-1


effective as of the time of determination. In addition, a corporation will not
be treated as an instrumentality of the United States or of any state or
political subdivision thereof if all of its activities are subject to tax
(except for the Federal Home Loan Mortgage Corporation) and a majority of its
board of directors is not selected by such governmental unit. The terms "United
States" and "international organization" shall have the meanings set forth in
Section 7701 of the Code.

          3. The Purchaser acknowledges that Section 860E(e) of the Code would
impose a substantial tax on the transferor or, in certain circumstances, on an
agent for the transferee, with respect to any transfer of any interest in any
[Class R-I] [Class R-II] [Class R-III] [Class R-LR] Certificates to a
Disqualified Organization.

          4. The Purchaser will not transfer the [Class R-I] [Class R-II] [Class
R-III] [Class R-LR] Certificates to any person or entity as to which the
Purchaser has not received an affidavit substantially in the form of this
affidavit or to any person or entity as to which the Purchaser has actual
knowledge that the requirements set forth in paragraphs 2 and 7 hereof are not
satisfied, or to any person or entity with respect to which the Purchaser has
not (at the time of such transfer) satisfied the requirements under the Code to
conduct a reasonable investigation of the financial condition of such person or
entity (or its current beneficial owners if such person or entity is classified
as a partnership under the Code).

          5. The Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the prohibition
against transferring the [Class R-I] [Class R-II] [Class R-III] [Class R-LR]
Certificates to a Disqualified Organization, an agent thereof or a person that
does not satisfy the requirements of paragraph 7.

          6. The Purchaser consents to the designation of the Trustee as the
agent of the Tax Matters Person of [REMIC I] [REMIC II] [REMIC III] [the Loan
REMIC] pursuant to Section 10.01(d) of the Pooling and Servicing Agreement.

          7. No purpose of the acquisition of the [Class R-I] [Class R-II]
[Class R-III] [Class R-LR] Certificates is to impede the assessment or
collection of tax

[CHOOSE BETWEEN PARAGRAPHS 8 OR 9 BELOW]

[ ]       8. If the Transferor requires the safe harbor under Treasury
regulations section 1.860E-1 to apply:

     i.   The Purchaser historically has paid its debts as they have come due
          and intends to pay its debts as they come due in the future and the
          Purchaser intends to pay taxes associated with holding the [Class R-I]
          [Class R-II] [Class R-III] [Class R-LR] Certificates as they become
          due.

     ii.  The Purchaser understands that it may incur tax liabilities with
          respect to the [Class R-I] [Class R-II] [Class R-III] [Class R-LR]
          Certificates in excess of any cash flows generated by such
          Certificates.


                                      H-1-2


     iii. The Purchaser is not a foreign permanent establishment or a fixed base
          (within the meaning of any applicable income tax treaty between the
          United States and any foreign jurisdiction) of a United States Tax
          Person.

     iv.  The Purchaser will not cause the income from the [Class R-I] [Class
          R-II] [Class R-III] [Class R-LR] Certificates to be attributable to a
          foreign permanent establishment or fixed base (within the meaning of
          any applicable income tax treaty between the United States and any
          foreign jurisdiction) of a United States Tax Person.

          [IF PARAGRAPH 8 IS CHECKED, CHOOSE BETWEEN (V) AND (VI) BELOW]

     o    v)   In accordance with Treasury Regulations Section 1.860E-1, the
               Purchaser:

               a) is an "eligible corporation" as defined in Section
               1.860E-1(c)(6)(i) of the Treasury regulations (i.e., a domestic C
               corporation other than a corporation which is exempt from, or is
               not subject to, tax under Section 11 of the Code; a Regulated
               Investment Company as defined in Section 851(a) of the Code; a
               Real Estate Investment Trust as defined in Section 856(a) of the
               Code; a REMIC as defined in Section 860D of the Code; or an
               organization to which part I of subchapter T of chapter 1 of
               subtitle A of the Code applies, as to which the income of [Class
               R-I] [Class R-II] [Class R-III] [Class R-LR] Certificates will
               only be subject to taxation in the United States,

               b) has, and has had in each of its two preceding fiscal years,
               gross assets for financial reporting purposes (excluding any
               obligation of a person related to the transferee within the
               meaning of Section 1.860E-1(c)(6)(ii) of the Treasury regulations
               or any other assets if a principal purpose for holding or
               acquiring such asset is to satisfy this condition) in excess of
               $100 million and net assets of $10 million, and

               c) hereby agrees only to transfer the Certificate to another
               "eligible corporation" meeting the criteria set forth in Treasury
               regulations section 1.860E-1.

     OR

     o    vi)  The Purchaser is a United States Tax Person and the consideration
               paid to the Purchaser for accepting the [Class R-I] [Class R-II]
               [Class R-III] [Class R-LR] Certificates is greater than the
               present value of the anticipated net federal income taxes and tax
               benefits ("Tax Liability Present Value") associated with owning
               such Certificates, with such present value computed using a
               discount rate equal to the "Federal short-term rate" prescribed
               by Section 1274 of the Code as of the date hereof or, to the
               extent it is not, if the Transferee has asserted that it
               regularly borrows, in the ordinary course of its trade or
               business, substantial funds from unrelated third parties at a
               lower interest rate than such applicable federal rate and the
               consideration paid to the Purchaser is greater than the Tax
               Liability Present Value using such lower interest rate as the
               discount rate, the transactions with the unrelated third party
               lenders, the interest rate or rates, the date or dates of such


                                      H-1-3


               transactions, and the maturity dates or, in the case of
               adjustable rate debt instruments, the relevant adjustment dates
               or periods, with respect to such borrowings, are accurately
               stated in Exhibit A to this letter



[ ]       9. If the Transferor does not require the safe harbor under Treasury
regulations section 1.860E-1 to apply:[IF PARAGRAPH 9 IS CHECKED, CHOOSE BETWEEN
(I) AND (II) BELOW]

     o     i)  The Purchaser is a "United States person" as defined in Section
               7701(a) of the Code and the regulations promulgated thereunder
               (the Purchaser's U.S. taxpayer identification number is
               ______________). The Purchaser is not classified as a partnership
               under the Code (or, if so classified, all of its beneficial
               owners are United States persons).

     OR

     o    ii)  The Purchaser is not a United States person. However, the
               Purchaser:

               a)   conducts a trade or business within the United States and,
                    for purposes of Treasury regulations section 1.860G-3(a)(3),
                    is subject to tax under Section 882 of the Code;

               b)   understands that, for purposes of Treasury regulations
                    section 1.860E-1(c)(4)(ii), as a holder of a [Class R-I]
                    [Class R-II] [Class R-III] [Class R-LR] Certificate for
                    United States federal income tax purposes, it may incur tax
                    liabilities in excess of any cash flows generated by such
                    [Class R-I] [Class R-II] [Class R-III] [Class R-LR]
                    Certificate;

               c)   intends to pay the taxes associated with holding a [Class
                    R-I] [Class R-II] [Class R-III] [Class R-LR] Certificate;

               d)   is not classified as a partnership under the Code (or, if so
                    classified, all of its beneficial owners either satisfy
                    clauses (a), (b) and (c) of this sentence or are United
                    States persons); and

               e)   has furnished the Transferor and the Trustee with an
                    effective IRS Form W-8ECI or successor form and will update
                    such form as may be required under the applicable Treasury
                    regulations

                         Capitalized terms used but not defined herein have the
               meanings assigned thereto in the Pooling and Servicing Agreement.


                                      H-1-4


          IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
duly executed on its behalf by its duly authorized officer this _______ day of
___________________________.


                                         By:
                                             -----------------------------------
                                         Name:
                                               ---------------------------------
                                         Title:
                                                --------------------------------


          Personally appeared before me ___________________________ and
___________________________, known or proved to me to be the same persons who
executed the foregoing instrument and to be a _______________________ and
_______________________ of the Purchaser, and acknowledged to me that he/she
each executed the same at his/her free act and deed and at the free act and deed
of the Purchaser.


                                     Subscribed and sworn before me this
                                     _________ day of ________________, 20_____.





                                     -------------------------------------------
                                     Notary Public




                                      H-1-5



                                   EXHIBIT H-2

                         FORM OF TRANSFEROR CERTIFICATE
                    REGARDING RESIDUAL INTEREST CERTIFICATES


                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:  Global Securities and Trust Services Group--
            LB-UBS Commercial Mortgage Trust 2005-C5

            Re:  LB-UBS Commercial Mortgage Trust 2005-C5, Commercial Mortgage
                 Pass-Through Certificates, Series 2005-C5 (the "Certificates")
                 --------------------------------------------------------------

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class R-I] [Class R-II] [Class R-III] [Class R-LR] Certificates evidencing a
____% Percentage Interest in such Class (the "Residual Interest Certificates").
The Certificates, including the Residual Interest Certificates, were issued
pursuant to the Pooling and Servicing Agreement, dated as of August 11, 2005
(the "Pooling and Servicing Agreement"), between Structured Asset Securities
Corporation II, as depositor, Wachovia Bank, National Association, as master
servicer, LNR Partners, Inc., as special servicer, LaSalle Bank National
Association, as trustee, and ABN AMRO Bank N.V., as fiscal agent. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

               1. No purpose of the Transferor relating to the transfer of the
     Residual Interest Certificates by the Transferor to the Transferee is or
     will be to impede the assessment or collection of any tax.

               2. The Transferor understands that the Transferee has delivered
     to you a Transfer Affidavit and Agreement in the form attached to the
     Pooling and Servicing Agreement as Exhibit H-1. The Transferor does not
     know or believe that any representation contained therein is false.

               3. The Transferor has at the time of this transfer conducted a
     reasonable investigation of the financial condition of the Transferee (or
     the beneficial owners of the Transferee if it is classified as a
     partnership under the Internal Revenue Code of 1986, as amended) as
     contemplated by Treasury regulations section 1.860E-1(c)(4)(i) and, as a
     result of that investigation, the Transferor has determined that the
     Transferee has historically paid its debts as they became due and has found
     no significant evidence to indicate that the Transferee will not continue
     to pay its debts as they become due in the future. The Transferor
     understands that the transfer of the Residual Interest Certificates may not
     be respected for United States


                                      H-2-1


     income tax purposes (and the Transferor may continue to be liable for
     United States income taxes associated therewith) unless the Transferor has
     conducted such an investigation.


                                             Very truly yours,


                                             -----------------------------------
                                             Print Name of Transferor


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:




                                      H-2-2



                                   EXHIBIT I-1

                       FORM OF NOTICE AND ACKNOWLEDGEMENT


                                     [Date]


Fitch, Inc.
One State Street Plaza
New York, New York 10004

Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York 10041
Attn: Commercial Mortgage Surveillance

Ladies and Gentlemen:

          This notice is being delivered pursuant to Section 6.09 of the Pooling
and Servicing Agreement, dated as of August 11, 2005 and relating to LB-UBS
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2005-C5 (the "Agreement"). Capitalized terms used but not otherwise defined
herein shall have respective meanings assigned to them in the Agreement.

          Notice is hereby given that the [Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class have] [500 West
Madison Note B Non-Trust Mortgage Loan Noteholder has] designated
________________ to serve as the Special Servicer under the Agreement [with
respect to [the ______________ Loan Combination or any related REO Property]
[the Mortgage Pool [(other than __________________)]].

          The designation of __________________ as Special Servicer [with
respect to [the ______________ Loan Combination or any related REO Property]
[the Mortgage Pool [(other than __________________)]] will become final if
certain conditions are met and you deliver to _________________, the trustee
under the Agreement (the "Trustee"), written confirmation that if the person
designated to become the Special Servicer [with respect to [the ______________
Loan Combination or any related REO Property] [the Mortgage Pool [(other than
__________________)]] were to serve as such, such event would not result in the
qualification, downgrade or withdrawal of the rating or ratings assigned by you
to one or more Classes of the Certificates. Accordingly, such confirmation is
hereby requested as soon as possible.



                                      I-1-1


          Please acknowledge receipt of this notice by signing the enclosed copy
of this notice where indicated below and returning it to the Trustee, in the
enclosed stamped self-addressed envelope.


                                           Very truly yours,

                                           LASALLE BANK NATIONAL ASSOCIATION,
                                           as Trustee


                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:

Receipt acknowledged:

FITCH, INC.


By:
    ---------------------------------
Name:
Title:
Date:


STANDARD & POOR'S RATINGS SERVICES


By:
    ---------------------------------
Name:
Title:
Date:




                                      I-1-2



                                   EXHIBIT I-2

              FORM OF ACKNOWLEDGEMENT OF PROPOSED SPECIAL SERVICER


                                     [Date]


[TRUSTEE]
[FISCAL AGENT]
[MASTER SERVICER]
[DEPOSITOR]


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

Ladies and Gentlemen:

          Pursuant to Section 6.09 of the Pooling and Servicing Agreement, dated
as of August 11, 2005, relating to LB-UBS Commercial Mortgage Trust 2005-C5,
Commercial Mortgage Pass-Through Certificates, Series 2005-C5 (the "Agreement"),
the undersigned hereby agrees with all the other parties to the Agreement that
the undersigned shall serve as Special Servicer under, and as defined in, the
Agreement [with respect to [the ______________ Loan Combination or any related
REO Property] [the Mortgage Pool [(other than __________________)]]. The
undersigned hereby acknowledges that, as of the date hereof, it is and shall be
a party to the Agreement and bound thereby to the full extent indicated therein
in the capacity of Special Servicer [with respect to [the ______________ Loan
Combination or any related REO Property] [the Mortgage Pool [(other than
__________________)]]. The undersigned hereby makes, as of the date hereof, the
representations and warranties set forth in Section 3.24 of the Agreement, with
the following corrections with respect to type of entity and jurisdiction of
organization: ___________________.

          Capitalized terms used but not defined herein have the respective
meanings assigned thereto in the Agreement.


                                         [NAME OF PROPOSED SPECIAL SERVICER]


                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:



                                      I-2-1


                                    EXHIBIT J

                        FORM OF UCC-1 FINANCING STATEMENT






                                       J-1




                                                                      SCHEDULE 1
                                                                      ----------


     This Schedule 1 is attached to and incorporated in a financing statement
pertaining to Structured Asset Securities Corporation II, as depositor (referred
to as the "Debtor" for the purpose of this financing statement only), and
LaSalle Bank National Association, as trustee for the holders of the LB-UBS
Commercial Mortgage Trust 2005-C5, Commercial Mortgage Pass-Through
Certificates, Series 2005-C5 (referred to as the "Secured Party" for purposes of
this financing statement only), under that certain Pooling and Servicing
Agreement, dated as of August 11, 2005 (the "Pooling and Servicing Agreement"),
between the Debtor, as depositor, the Secured Party, as trustee (the "Trustee"),
Wachovia Bank, National Association, as master servicer (the "Master Servicer"),
LNR Partners, Inc., as special servicer (the "Special Servicer"), and ABN AMRO
Bank N.V., as fiscal agent, relating to the issuance of the LB-UBS Commercial
Mortgage Trust 2005-C5, Commercial Mortgage Pass-Through Certificates, Series
2005-C5 (the "Series 2005-C5 Certificates"). Capitalized terms used herein and
not defined shall have the respective meanings given to them in the Pooling and
Servicing Agreement.

     The attached financing statement covers all of the Debtor's right
(including the power to convey title thereto), title and interest in and to the
Trust Fund created pursuant to the Pooling and Servicing Agreement, consisting
of the following:

     (1) the mortgage loans listed on the Trust Mortgage Loan Schedule attached
hereto as Exhibit A (the "Mortgage Loans");

     (2) the note or other evidence of indebtedness of the related borrower
under each Mortgage Loan (the "Mortgage Note"), the related mortgage, deed of
trust or other similar instrument securing such Mortgage Note (the "Mortgage")
and each other legal, credit and servicing document related to such Mortgage
Loan (collectively with the related Mortgage Note and Mortgage, the "Mortgage
Loan Documents");

     (3) (a) the UBS/Depositor Mortgage Loan Purchase Agreement; and (b) the
respective Co-Lender Agreements;

     (4) (a) the Custodial Accounts and the Defeasance Deposit Account required
to be maintained by the Master Servicer pursuant to the Pooling and Servicing
Agreement, (b) all funds from time to time on deposit in the Custodial Accounts
and the Defeasance Deposit Account, (c) the investments of any such funds
consisting of securities, instruments or other obligations, and (d) the general
intangibles consisting of the contractual right to payment, including, without
limitation, the right to payments of principal and interest and the right to
enforce the related payment obligations, arising from or under any such
investments;

     (5) all REO Property acquired in respect of defaulted Mortgage Loans;

     (6) (a) the REO Accounts and any Loss of Value Reserve Fund required to be
maintained by the Special Servicer pursuant to the Pooling and Servicing
Agreement, (b) all funds from time to time on deposit in the REO Accounts and
any Loss of Value Reserve Fund, (c) any investments of any such funds consisting
of securities, instruments or other obligations, and (d) the general intangibles
consisting of the contractual right to payment, including, without limitation,
the right to


                                       J-2


payments of principal and interest and the right to enforce the related payment
obligations, arising from or under any such investments;

     (7) (a) the Servicing Accounts and the Reserve Accounts required to be
maintained by the Master Servicer and/or the Special Servicer pursuant to the
Pooling and Servicing Agreement, (b) all funds from time to time on deposit in
the Servicing Accounts and the Reserve Accounts, (c) the investments of any such
funds consisting of securities, instruments or other obligations, and (d) the
general intangibles consisting of the contractual right to payment, including,
without limitation, the right to payments of principal and interest and the
right to enforce the related payment obligations, arising from or under any such
investments;

     (8) (a) the Interest Reserve Account and any Excess Liquidation Proceeds
Account required to be maintained by the Secured Party pursuant to the Pooling
and Servicing Agreement, (b) all funds from time to time on deposit in the
Interest Reserve Account and any Excess Liquidation Proceeds Account, (c) the
investments of any such funds consisting of securities, instruments or other
obligations, and (d) the general intangibles consisting of the contractual right
to payment, including, without limitation, the right to payments of principal
and interest and the right to enforce the related payment obligations, arising
from or under any such investments;

     (9) (a) the Collection Account required to be maintained by the Secured
Party pursuant to the Pooling and Servicing Agreement, (b) all funds from time
to time on deposit in the Collection Account, (c) the investments of any such
funds consisting of securities, instruments or other obligations, and (d) the
general intangibles consisting of the contractual right to payment, including,
without limitation, the right to payments of principal and interest and the
right to enforce the related payment obligations, arising from or under any such
investments;

     (10) all insurance policies, including the right to payments thereunder,
with respect to the Mortgage Loans required to be maintained pursuant to the
Mortgage Loan Documents and the Pooling and Servicing Agreement, transferred to
the Trust and to be serviced by the Master Servicer or Special Servicer pursuant
to the Pooling and Servicing Agreement;

     (12) any and all general intangibles (as defined in the Uniform Commercial
Code) consisting of, arising from or relating to any of the foregoing; and

     (13) any and all income, payments, proceeds and products of any of the
foregoing.

THE DEBTOR AND THE SECURED PARTY INTEND THE TRANSACTIONS CONTEMPLATED BY THE
POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF ALL THE DEBTOR'S RIGHT,
TITLE AND INTEREST IN, TO AND UNDER THE MORTGAGE LOANS, THE MORTGAGE NOTES, THE
RELATED MORTGAGES AND THE OTHER RELATED MORTGAGE LOAN DOCUMENTS EVIDENCED BY THE
SERIES 2005-C5 CERTIFICATES, AND THIS FILING SHOULD NOT BE CONSTRUED AS A
CONCLUSION THAT A SALE HAS NOT OCCURRED. THE REFERENCES HEREIN TO MORTGAGE NOTES
SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY MORTGAGE NOTE IS NOT AN
INSTRUMENT WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN EFFECT IN
ANY APPLICABLE JURISDICTION, OR THAT A FILING IS NECESSARY TO PERFECT THE
OWNERSHIP OR SECURITY INTEREST OF THE SECURED PARTY WITH RESPECT TO THE MORTGAGE
LOANS OR IN ANY MORTGAGE NOTE, MORTGAGE OR OTHER MORTGAGE


                                       J-3


LOAN DOCUMENT. IN ADDITION, THE REFERENCES HEREIN TO SECURITIES, INSTRUMENTS AND
OTHER OBLIGATIONS SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY SUCH
SECURITY, INSTRUMENT OR OTHER OBLIGATION IS NOT AN INSTRUMENT, A CERTIFICATED
SECURITY OR AN UNCERTIFICATED SECURITY WITHIN THE MEANING OF THE UNIFORM
COMMERCIAL CODE, AS IN EFFECT IN ANY APPLICABLE JURISDICTION, NOR SHOULD THIS
FINANCING STATEMENT BE CONSTRUED AS A CONCLUSION THAT A FILING IS NECESSARY TO
PERFECT THE OWNERSHIP OR SECURITY INTEREST OF THE SECURED PARTY IN THE
CONTRACTUAL RIGHT TO PAYMENT, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO
PAYMENTS OF PRINCIPAL AND INTEREST AND THE RIGHT TO ENFORCE THE RELATED PAYMENT
OBLIGATIONS, ARISING FROM OR UNDER ANY SUCH SECURITY, INSTRUMENT OR OTHER
OBLIGATION. WITH RESPECT TO THE FOREGOING, THIS FILING IS MADE ONLY IN THE EVENT
OF CONTRARY ASSERTIONS BY THIRD PARTIES.

A PURCHASE OF OR SECURITY INTEREST IN ANY COLLATERAL DESCRIBED IN THIS FINANCING
STATEMENT WILL VIOLATE THE RIGHTS OF THE SECURED PARTY.




                                       J-4



                             EXHIBIT A TO SCHEDULE 1


                 (See Schedule I- Trust Mortgage Loan Schedule)








                                       J-5



                                    EXHIBIT K

        SUB-SERVICERS IN RESPECT OF WHICH SUB-SERVICING AGREEMENTS ARE IN
                EFFECT OR BEING NEGOTIATED AS OF THE CLOSING DATE


NorthMarq Capital, Inc.

L.J. Melody & Company of Texas, LP

GMAC Commercial Mortgage Corporation

Churchill Mortgage Corporation





                                       K-1



                                   EXHIBIT L-1

               FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION
              FOR WEBSITE ACCESS FROM CERTIFICATE [HOLDER] [OWNER]


                                     [Date]


[LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Global Securities and Trust Services Group--
            LB-UBS Commercial Mortgage Trust 2005-C5]

Wachovia Bank, National Association
8739 Research Drive-URP4
Charlotte, North Carolina 28262-1075
Attention:  LB-UBS Commercial Mortgage Trust 2005-C5

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

          In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of August 11, 2005 (the "Pooling and Servicing Agreement"),
between Structured Asset Securities Corporation II, as depositor (the
"Depositor"), Wachovia Bank, National Association, as master servicer, LNR
Partners, Inc., as special servicer, LaSalle Bank National Association, as
trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal agent, with respect
to LB-UBS Commercial Mortgage Trust 2005-C5, Commercial Mortgage Pass-Through
Certificates, Series 2005-C5 (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

          1. The undersigned is a [beneficial owner] [registered holder] of the
Class _____ Certificates.

          2. The undersigned is requesting (Please check as applicable):

               (i) ____ the information (the "Information") identified on the
          schedule attached hereto pursuant to Section 8.14 of the Pooling and
          Servicing Agreement; or

               (ii) ____ a password [and username] pursuant to Section 4.02 of
          the Pooling and Servicing Agreement for access to information (also,
          the "Information") provided on the [Trustee's] [Master Servicer's]
          Internet Website.


                                      L-1-1


          3. In connection with accessing the website of the [Master Servicer]
[Trustee], the undersigned hereby agrees to register, execute or accept an
access agreement and accept a disclaimer, as and to the extent required by the
[Master Servicer] or [Trustee] in accordance with Section 4.02 of the Pooling
and Servicing Agreement.

          4. In consideration of the [Trustee's] [Master Servicer's] disclosure
to the undersigned of the Information, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in evaluating
its interest in Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities to which the undersigned is
subject), and such Information will not, without the prior written consent of
the [Trustee] [Master Servicer], be disclosed by the undersigned or by its
officers, directors, partners, employees, agents or representatives
(collectively, the "Representatives") in any manner whatsoever, in whole or in
part; provided that the undersigned may provide all or any part of the
Information to any other person or entity that holds or is contemplating the
purchase of any Certificate or interest therein, but only if such person or
entity confirms in writing such ownership interest or prospective ownership
interest and agrees to keep it confidential.

          5. The undersigned will not use or disclose the Information in any
manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of
1934, as amended, or would require registration of any Non-Registered
Certificate pursuant to Section 5 of the Securities Act.

          IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.


                                       [BENEFICIAL OWNER OF A CERTIFICATE]
                                       [REGISTERED HOLDER OF A CERTIFICATE]


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:



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


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                      L-1-2



                                   EXHIBIT L-2

         FORM OF INFORMATION REQUEST/INVESTOR CERTIFICATION FOR WEBSITE
                        ACCESS FROM PROSPECTIVE INVESTOR


                                     [Date]


[LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Global Securities and Trust Services Group--
            LB-UBS Commercial Mortgage Trust 2005-C5]

Wachovia Bank, National Association
NC 1075
8739 Research Drive - URP4
Charlotte, North Carolina 28262-1075
Attn: LB-UBS Commercial Mortgage Trust 2005-C5


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

          In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of August 11, 2005 (the "Pooling and Servicing Agreement"),
between Structured Asset Securities Corporation II, as depositor (the
"Depositor"), Wachovia Bank, National Association, as master servicer, LNR
Partners, Inc., as special servicer, LaSalle Bank National Association, as
trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal agent with respect to
LB-UBS Commercial Mortgage Trust 2005-C5, Commercial Mortgage Pass-Through
Certificates, Series 2005-C5 (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

          1.   The undersigned is contemplating an investment in the Class _____
               Certificates.

          2.   The undersigned is requesting (please check as applicable):

               (i) ____ information (the "Information") for use in evaluating
          the possible investment described above as identified on the schedule
          attached hereto pursuant to Section 8.14 of the Pooling and Servicing
          Agreement; or

               (ii) ____ a password [and username] pursuant to Section 4.02 of
          the Pooling and Servicing Agreement for access to information (also,
          the "Information") provided on the [Trustee's] [Master Servicer's]
          Internet Website.


                                      L-2-1


          3. In connection with accessing the website of the [Master Servicer]
[Trustee], the undersigned hereby agrees to register, execute or accept an
access agreement and accept a disclaimer, as and to the extent required by the
[Master Servicer] or [Trustee] in accordance with Section 4.02 of the Pooling
and Servicing Agreement.

          4. In consideration of the [Trustee's] [Master Servicer's] disclosure
to the undersigned of the Information, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making the
investment decision described in paragraph 1 above, from its accountants and
attorneys, and otherwise from such governmental or banking authorities and
agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the [Trustee] [Master Servicer], be
disclosed by the undersigned or by its officers, directors, partners, employees,
agents or representatives (collectively, the "Representatives") in any manner
whatsoever, in whole or in part.

          5. The undersigned will not use or disclose the Information in any
manner which could result in a violation of any provision of the Securities Act
of 1933, as amended ( the "Securities Act"), or the Securities Exchange Act of
1934, as amended, or would require registration of any Non-Registered
Certificate pursuant to Section 5 of the Securities Act.

          IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.


                                      [PROSPECTIVE PURCHASER OF A CERTIFICATE OR
                                      INTEREST THEREIN]


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:



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



                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      L-2-2




                                    EXHIBIT M

                        FORM OF DEFEASANCE CERTIFICATION








                                       M-1



                        FORM OF NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN



    For Mortgage Loans: (a) having an unpaid balance of $20,000,000 or less,
   (b) that constitute less than 5% of the aggregate unpaid principal balance
      of the Mortgage Pool, or (c) that are not then one of the ten largest
   (measured by unpaid principal balance) Mortgage Loans in the Mortgage Pool



To:   [Fitch, Inc.
      One State Street Plaza
      New York, New York 10004]

      [Standard & Poor's Ratings Services,
        a division of The McGraw-Hill Companies, Inc.
      55 Water Street
      New York, New York 10041
      Attn:  Commercial Mortgage Surveillance]

From: _____________________________________, in its capacity as master servicer
      (the "Master Servicer") under the Pooling and Servicing Agreement dated as
      of August 11, 2005 (the "Pooling and Servicing Agreement"), between
      Structured Asset Securities Corporation II, as depositor, the Master
      Servicer, LNR Partners, Inc., as special servicer, LaSalle Bank National
      Association, as trustee (the "Trustee"), and ABN AMRO Bank N.V.,
      as fiscal agent.


Date: _________, 20___

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

          Mortgage loan (the "Mortgage Loan") identified by loan number _____ on
the Trust Mortgage Loan Schedule attached to the Pooling and Servicing Agreement
and heretofore secured by the Mortgaged [Property] [Properties] identified on
the Trust Mortgage Loan Schedule by the following name[s]: ____________________

_______________________________________________________________________________

          Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement.

          As Master Servicer under the Pooling and Servicing Agreement, we
hereby:

          1. Notify you that the Mortgagor has consummated a defeasance of the
Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type checked
below:


                                       M-2


          ____   a full defeasance of the payments scheduled to be due in
                 respect of the entire unpaid principal balance of the Mortgage
                 Loan; or

          ____   a partial defeasance of the payments scheduled to be due in
                 respect of a portion of the unpaid principal balance of the
                 Mortgage Loan that represents ___% of the entire unpaid
                 principal balance of the Mortgage Loan and, under the Mortgage,
                 has an allocated loan amount of $____________ or _______% of
                 the entire unpaid principal balance;

          2. Certify that each of the following is true, and any additional
explanatory notes set forth on Exhibit A hereto:

               a. The Mortgage Loan documents permit the defeasance, and the
     terms and conditions for defeasance specified therein were satisfied in all
     material respects in completing the defeasance.

               b. The defeasance was consummated on __________, 20__.

               c. The defeasance collateral consists of securities that (i)
     constitute "government securities" as defined in Section 2(a)(16) of the
     Investment Company Act of 1940 as amended (15 U.S.C. 80a-1), (ii) are
     listed as "Qualified Investments for `AAA' Financings" under Paragraphs 1,
     2 or 3 of "Cash Flow Approach" in Standard & Poor's Public Finance Criteria
     2000, as amended to the date of the defeasance, (iii) are rated `AAA' by
     Standard & Poor's, (iv) if they include a principal obligation, provide for
     a predetermined fixed dollar amount of principal due at maturity that
     cannot vary or change, and (v) are not subject to prepayment, call or early
     redemption. Such securities have the characteristics set forth below:

     CUSIP            RATE              MAT            PAY DATES          ISSUED
     -----            ----              ---            ---------          ------


               d. The Master Servicer received an opinion of counsel (from
     counsel approved by Master Servicer in accordance with the Servicing
     Standard) that the defeasance will not result in an Adverse REMIC Event.

               e. The Master Servicer determined that the defeasance collateral
     will be owned by an entity (the "Defeasance Obligor") as to which one of
     the statements checked below is true:

          ____   the related Mortgagor was a Single-Purpose Entity (as defined
                 in Standard & Poor's Structured Finance Ratings Real Estate
                 Finance Criteria, as amended to the date of the defeasance (the
                 "S&P Criteria")) as of the date of the defeasance, and after
                 the defeasance owns no assets other than the defeasance
                 collateral and real property securing Mortgage Loan included in
                 the pool;

          ____   the related Mortgagor designated a Single-Purpose Entity (as
                 defined in the S&P Criteria) to own the defeasance collateral;
                 or

                                       M-3


          ____   the Master Servicer designated a Single-Purpose Entity (as
                 defined in the S&P Criteria) established for the benefit of the
                 Trust to own the defeasance collateral.

               f. The Master Servicer received a broker or similar confirmation
     of the credit, or the accountant's letter described below contained
     statements that it reviewed a broker or similar confirmation of the credit,
     of the defeasance collateral to an Eligible Account (as defined in the S&P
     Criteria) in the name of the Defeasance Obligor, which account is
     maintained as a securities account by the Trustee acting as a securities
     intermediary.

               g. As securities intermediary, the Trustee is obligated to make
     the scheduled payments on the Mortgage Loan from the proceeds of the
     defeasance collateral directly to the Master Servicer's collection account
     in the amounts and on the dates specified in the Mortgage Loan documents
     or, in a partial defeasance, the portion of such scheduled payments
     attributed to the allocated loan amount for the real property defeased,
     increased by any defeasance premium specified in the Mortgage Loan
     documents (the "Scheduled Payments").

               h. The Master Servicer received from the Mortgagor written
     confirmation from a firm of independent certified public accountants, who
     were approved by the Master Servicer in accordance with the Servicing
     Standard, stating that (i) revenues from principal and interest payments
     made on the defeasance collateral (without taking into account any earnings
     on reinvestment of such revenues) will be sufficient to timely pay each of
     the Scheduled Payments after the defeasance including the payment in full
     of the Mortgage Loan (or the allocated portion thereof in connection with a
     partial defeasance) on its Maturity Date (or, in the case of an ARD
     Mortgage Loan, on its Anticipated Repayment Date or on the date when any
     open prepayment period set forth in the related Mortgage Loan documents
     commences), (ii) the revenues received in any month from the defeasance
     collateral will be applied to make Scheduled Payments within four (4)
     months after the date of receipt, and (iii) interest income from the
     defeasance collateral to the Defeasance Obligor in any calendar or fiscal
     year will not exceed such Defeasance Obligor's interest expense for the
     Mortgage Loan (or the allocated portion thereof in a partial defeasance)
     for such year.

               i. The Master Servicer received opinions from counsel, who were
     approved by the Master Servicer in accordance with the Servicing Standard,
     that (i) the agreements executed by the Mortgagor and/or the Defeasance
     Obligor in connection with the defeasance are enforceable against them in
     accordance with their terms, and (ii) the Trustee will have a perfected,
     first priority security interest in the defeasance collateral described
     above.

               j. The agreements executed in connection with the defeasance (i)
     permit reinvestment of proceeds of the defeasance collateral only in
     Permitted Investments (as defined in the S&P Criteria), (ii) permit release
     of surplus defeasance collateral and earnings on reinvestment to the
     Defeasance Obligor or the Mortgagor only after the Mortgage Loan has been
     paid in full, if any such release is permitted, (iii) prohibit any
     subordinate liens against the defeasance collateral, and (iv) provide for
     payment from sources other than the defeasance collateral or other assets
     of the Defeasance Obligor of all fees and expenses of the securities
     intermediary for administering the defeasance and the securities account
     and all fees and expenses of maintaining the existence of the Defeasance
     Obligor.


                                       M-4


               k. The entire unpaid principal balance of the Mortgage Loan as of
     the date of defeasance was $___________. Such Mortgage Loan (a) has an
     unpaid balance of $20,000,000 or less, (b) constitutes less than 5% of the
     aggregate unpaid principal balance of the Mortgage Pool, or (b) is not one
     of the ten largest (measured by unpaid principal balance) mortgage loans in
     the Mortgage Pool, in each such case, as of the date of the most recent
     Distribution Date Statement received by us (the "Current Report") .

          3. The defeasance described herein, together with all prior and
simultaneous defeasances of mortgage loans, brings the total of all fully and
partially defeased mortgage loans in the Mortgage Pool to $__________________,
which is _____% of the aggregate unpaid principal balance of the Mortgage Pool
as of the date of the Current Report.

          4. Certify that Exhibit B hereto is a list of the material agreements,
instruments, organizational documents for the Defeasance Obligor, and opinions
of counsel and independent accountants executed and delivered in connection with
the defeasance described above and that originals or copies of such agreements,
instruments and opinions have been transmitted to the Trustee (or a Custodian on
its behalf) for placement in the related Mortgage File or, to the extent not
required to be part of the related Mortgage File, are in the possession of the
Master Servicer as part of the Master Servicer's servicing file.

          5. Certify and confirm that the determinations and certifications
described above were rendered in accordance with the Servicing Standard set
forth in, and the other applicable terms and conditions of, the Pooling and
Servicing Agreement.

          6. Certify that the individual under whose hand the Master Servicer
has caused this Notice and Certification to be executed did constitute a
Servicing Officer as of the date of the defeasance described above.

          7. Agree to provide copies of all items listed in Exhibit B to you
upon request.

          IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.



                                             [MASTER SERVICER]


                                             By:
                                                 -------------------------------
                                             Name:
                                             Title:


                                       M-5



                                    EXHIBIT N

                      FORM OF SELLER/DEPOSITOR NOTIFICATION


                                     [Date]




[Structured Asset Securities Corporation II          [Wachovia Bank, National Association
745 Seventh Avenue                                   NC 1075
New York, New York  10019                            8739 Research Drive - URP4
Attention: David Nass]                               Charlotte, North Carolina 28262-1075
                                                     Attn: LB-UBS Commercial Mortgage Trust 2005-C5]

[UBS Securities LLC                                  [LNR Partners, Inc.
1285 Avenue of the Americas                          1601 Washington Avenue, Suite 800
New York, New York  10019                            Miami, Florida 33139
Attention: Robert Pettinato]                         Attention: LB-UBS Commercial Mortgage Trust 2005-C5]

[Controlling Class Representative (if known)]        [LaSalle Bank National Association
                                                     135 South LaSalle Street, Suite 1625
                                                     Chicago, Illinois  60603
                                                     Attention: Global Securities and Trust Services Group- LB-UBS
                                                     Commercial Mortgage Trust 2005-C5]


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

Ladies and Gentlemen:

          This notice is being delivered pursuant to Section 2.03 of the Pooling
and Servicing Agreement, dated as of August 11, 2005 (the "Agreement"), relating
to the captioned commercial mortgage pass-through certificates (the
"Certificates"). Capitalized terms used but not otherwise defined herein shall
have the respective meanings assigned to them in the Agreement.

          This notice is being delivered with respect to the [Mortgage Loan
identified on the Trust Mortgage Loan Schedule as Mortgage Loan number [__], and
secured by the Mortgaged Property identified on the Trust Mortgage Loan Schedule
as _________________ (the "Subject Trust Mortgage Loan")]; [the Mortgage
Loan/Loans identified on Exhibit A to Schedule I attached hereto (the "Subject
Trust Mortgage Loans")].

          Check which of the following applies:

          _____  We hereby advise you that a Material Document Defect or
                 Material Breach [may exist] [exists] with respect to the
                 Subject Trust Mortgage [Loan] [Loans] due to the occurrence set
                 forth on Schedule 1 attached hereto.


                                       N-1


          _____  We hereby request that you cure the Material Document Defect or
                 Material Breach in all material respects with respect to the
                 Subject Trust Mortgage [Loan] [Loans] or repurchase the Subject
                 Trust Mortgage [Loan] [Loans] within the time period and
                 subject to the conditions provided for in [Section 2.03(a) of
                 the Agreement] [Section 5(a) of the UBS/Depositor Mortgage Loan
                 Purchase Agreement].

          _____  We hereby advise you that a Servicing Transfer Event has
                 occurred with respect to the Subject Trust Mortgage [Loan]
                 [Loans] due to the occurrence set forth on Schedule 1 attached
                 hereto (and a Material Document Defect has occurred as set
                 forth above or on a previous Seller/Depositor Notification).

          _____  We hereby advise you that an assumption [is proposed] [has
                 occurred] with respect to the Subject Trust Mortgage [Loan]
                 [Loans], as further described on Schedule 1 attached hereto
                 (and a Material Document Defect has occurred as set forth above
                 or on a previous Seller/Depositor Notification).

          _____  Under the circumstances contemplated by the last paragraph of
                 [Section 2.03(a) of the Agreement] [Section 5(a) of the
                 UBS/Depositor Mortgage Loan Purchase Agreement], we hereby
                 advise you that both (A) the applicable Resolution Extension
                 Period has expired and (B) a [Servicing Transfer Event]
                 [proposed] [actual] assumption] has occurred with respect to
                 the Subject Trust Mortgage [Loan] [Loans]; therefore, we hereby
                 direct you to cure the subject Material Document Defect in all
                 material respects within 15 days of receipt of this
                 Seller/Depositor Notification.

          _____  We hereby advise you that the 15-day period set forth in the
                 preceding paragraph has expired and we hereby notify you that
                 the [Master Servicer] [Special Servicer] has elected to perform
                 your cure obligations with respect to the subject Material
                 Document Defect and the Subject Trust Mortgage [Loan] [Loans].


                                       N-2


          _____  We hereby request that you repurchase the Subject Trust
                 Mortgage [Loan] [Loans] or any related REO Property to the
                 extent required by [Section 2.03(a) of the Agreement] [Section
                 5(a) of the UBS/Depositor Mortgage Loan Purchase Agreement].


                                          Very truly yours,

                                          [LASALLE BANK NATIONAL ASSOCIATION,
                                          as Trustee


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:]



                                          [Wachovia Bank, National Association,
                                          as Master Servicer


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:]



                                          [LNR PARTNERS, INC.,
                                          as Special Servicer


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:]


          In the event this notice constitutes a request to repurchase the
Subject Trust Mortgage [Loan] [Loans], a copy of this Seller/Depositor
Notification has been delivered to each of:

          (i)  Counsel to the UBS Mortgage Loan Seller:

               Cadwalader, Wickersham & Taft LLP
               100 Maiden Lane
               New York, New York  10038
               Attention:  Anna Glick;


                                       N-3


          and

          (ii) Internal Counsel to the Depositor/Lehman Mortgage Loan Seller:

               Lehman Brothers Holdings Inc.
               745 Seventh Avenue
               New York, New York  10019
               Attention:  Scott Lechner




                                       N-4



                                                                      SCHEDULE 1
                                                                      ----------

          Mortgage Loan Number: [________________] [See Exhibit A hereto]


          Name of Mortgaged Property: __________________________________________


          Material Breach: Explain the nature of the Material Breach: __________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


          [Potential] Material Document Defect: [List the affected documents and
describe nature of the Material Document Defect:] [The Subject Trust Mortgage
[Loan] [Loans] have the document defects outlined on Exhibit A hereto] _________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


          Servicing Transfer Event/Assumption: Explain the nature of the
Servicing Transfer Event/Assumption: ___________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


          Other: Set forth any necessary additional information: _______________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________




                                       N-5



                                    EXHIBIT O

                    FORM OF CONTROLLING CLASS REPRESENTATIVE
                            CONFIDENTIALITY AGREEMENT


                                     [Date]


[LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603
Attention:  Global Securities and Trust Services Group--
            LB-UBS Commercial Mortgage Trust 2005-C5]

[Wachovia Bank, National Association
NC 1075
8739 Research Drive - URP4
Charlotte, North Carolina 28262-1075
Attn: LB-UBS Commercial Mortgage Trust 2005-C5]


[LNR Partners, Inc.
1601 Washington Avenue, Suite 800
Miami, Florida 33139
Attention: LB-UBS Commercial Mortgage Trust 2005-C5]


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

          In accordance with the provisions of the Pooling and Servicing
Agreement, dated as of August 11, 2005 the ("Pooling and Servicing Agreement"),
between Structured Asset Securities Corporation II, as depositor (the
"Depositor"), Wachovia Bank, National Association, as master servicer, LNR
Partners, Inc., as special servicer, LaSalle Bank National Association, as
trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal agent with respect to
LB-UBS Commercial Mortgage Trust 2005-C5, Commercial Mortgage Pass-Through
Certificates, Series 2005-C5 (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

          1. The undersigned is the Controlling Class Representative.

          2. The undersigned will keep the information (the "Information")
obtained from time to time pursuant to the Pooling and Servicing Agreement
confidential (except for Information with respect to tax treatment or tax
structure), and such Information will not, without the prior written consent of
the [Trustee] [Master Servicer], be disclosed by the undersigned or by its
officers, directors, partners, employees, agents or representatives
(collectively, the "Representatives") in any manner whatsoever, in whole or in
part (other than for the purpose of communicating with the Controlling Class or
counsel); provided that the undersigned may provide all or any part of the
Information to any other person or


                                       O-1


entity that holds or is contemplating the purchase of any Certificate or
interest therein, but only if such person or entity confirms in writing such
ownership interest or prospective ownership interest and agrees to keep it
confidential.

          3. The undersigned will not use or disclose the Information in any
manner which could result in a violation on the part of any person or entity of
any provision of the Securities Act of 1933, as amended (the "Securities Act"),
or the Securities Exchange Act of 1934, as amended, or would require
registration of any Non-Registered Certificate pursuant to Section 5 of the
Securities Act.

          4. The undersigned confirms its acceptance of its appointment as
Controlling Class Representative. Notices and other correspondences should be
delivered to: [Name/ Address/ Phone/ Facsimile/ Email]. Below is a list of
officers or employees with whom parties to the Pooling and Servicing Agreement
may deal with.


      NAME                 TITLE            WORK ADDRESS        FACSIMILE NUMBER
 [_____________]      [_____________]      [_____________]      [_____________]

 [_____________]      [_____________]      [_____________]      [_____________]

          To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Pooling and Servicing Agreement.

          IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.


                                              [CONTROLLING CLASS REPRESENTATIVE]


                                              By:
                                                  ------------------------------
                                                  Name:
                                                  Title:



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


                                              By:
                                                  ------------------------------
                                                  Name:
                                                  Title:


                                       O-2



                                    EXHIBIT P

                      FORM OF TRUSTEE BACKUP CERTIFICATION
                           TO BE PROVIDED TO DEPOSITOR



          Re:  LB-UBS Commercial Mortgage Trust 2005-C5 (the "Trust")
               Commercial Mortgage Pass-Through Certificates, Series 2005-C5
               (the "Certificates")
               -------------------------------------------------------------

          Pursuant to Section 8.15 of the Pooling and Servicing Agreement, dated
as of August 11, 2005 (the "Pooling and Servicing Agreement"), between
Structured Asset Securities Corporation II as depositor (the "Depositor"),
LaSalle Bank National Association as trustee (the "Trustee"), ABN AMRO Bank N.V.
as fiscal agent, Wachovia Bank, National Association as master servicer (the
"Master Servicer") and LNR Partners, Inc. as special servicer (the "Special
Servicer"), relating to the Certificates, the undersigned, a
____________________ of the Trustee and on behalf of the Trustee, hereby
certifies to ___________________ (the "Certifying Party") and to
____________________ as the officer executing the subject certification pursuant
to the Sarbanes-Oxley Act of 2002 (the "Certifying Officer") and its partners,
representatives, affiliates, members, managers, directors, officers, employees
and agents, to the extent that the following information is within our normal
area of responsibilities and duties under the Pooling and Servicing Agreement,
and with the knowledge and intent that they will rely upon this certification,
that:

               1. I have reviewed the annual report on Form 10-K for the fiscal
     year _______, and all reports on Form 8-K filed in respect of periods
     included in the year covered by that annual report, of the Trust;

               2. Based on my knowledge, and assuming the accuracy of the
     statements required to be made in the Master Servicer Backup Certification
     and in the Special Servicer Backup Certification (in each case, to the
     extent that such statements are relevant to the statements made in this
     Trustee Backup Certification), that the information in such reports
     relating to distributions on and/or characteristics (including Certificate
     Principal Balances, Certificate Notional Amounts and Pass-Through Rates) of
     the Certificates, taken as a whole, does not contain any untrue statement
     of material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading as of the last day of the period covered by the
     subject Annual Report on Form 10-K;

               3. To the best of my knowledge, the information in such reports
     relating to distributions on and/or characteristics (including Certificate
     Principal Balances, Certificate Notional Amounts and Pass-Through Rates) of
     the Certificates includes all information of such type required to be
     included in the Distribution Date Statement for the relevant period covered
     by the subject Annual Report on Form 10-K; and

               4. To the best of my knowledge, such information includes all
     Servicer Reports and Additional Designated Servicing Information provided
     to the Trustee by the Master Servicer and/or the Special Servicer
     hereunder.


                                       P-1


          Capitalized terms used herein and not defined shall have the
respective meanings given to them in the Pooling and Servicing Agreement.

Date:


                                         [NAME OF TRUSTEE]


                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:





                                       P-2



                                    EXHIBIT Q

                  FORM OF MASTER SERVICER BACKUP CERTIFICATION
                           TO BE PROVIDED TO DEPOSITOR



          Re:  LB-UBS Commercial Mortgage Trust 2005-C5 (the "Trust")
               Commercial Mortgage Pass-Through Certificates, Series 2005-C5
               (the "Certificates")
               -------------------------------------------------------------

          Pursuant to Section 8.15 of the Pooling and Servicing Agreement, dated
as of August 11, 2005 (the "Pooling and Servicing Agreement"), between
Structured Asset Securities Corporation II as depositor (the "Depositor"),
LaSalle Bank National Association as trustee (the "Trustee"), ABN AMRO Bank N.V.
as fiscal agent, Wachovia Bank, National Association as master servicer (the
"Master Servicer") and LNR Partners, Inc. as special servicer (the "Special
Servicer"), relating to the Certificates, the undersigned, a
____________________ of the Master Servicer and on behalf of the Master
Servicer, hereby certifies to ___________________ (the "Certifying Party") and
to ____________________ as the officer executing the subject certification
pursuant to the Sarbanes-Oxley Act of 2002 (the "Certifying Officer") and its
partners, representatives, affiliates, members, managers, directors, officers,
employees and agents, to the extent that the following information is within our
normal area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that they will rely upon this
certification, that:

               1. I have reviewed all the Servicer Reports and Additional
     Designated Servicing Information delivered by the Master Servicer to the
     Trustee for the fiscal year __________;

               2. Based on my knowledge, and assuming the accuracy of the
     statements required to be made in the Special Servicer Certification (to
     the extent that such statements are relevant to the statements made in this
     Master Servicer Certification), the information in the Servicer Reports and
     Additional Designated Servicing Information delivered by the Master
     Servicer to the Trustee for such year relating to servicing information,
     including information relating to actions of the Master Servicer and/or
     payments and other collections on and characteristics of the Trust Mortgage
     Loans and REO Properties, taken as a whole, does not contain any untrue
     statement of material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading as of the last day of such fiscal
     year;

               3. Based on my knowledge, and assuming the accuracy of the
     statements required to be made in the Special Servicer Certification (to
     the extent that such statements are relevant to the statements made in this
     Master Servicer Certification), the information in the Servicer Reports and
     Additional Designated Servicing Information delivered by the Master
     Servicer to the Trustee for such year relating to servicing information,
     including information relating to actions of the Master Servicer and/or
     payments and other collections on and characteristics of the Trust Mortgage
     Loans and REO Properties, includes all information of such type required to
     be provided by the Master Servicer to the Trustee under the Pooling and
     Servicing Agreement for such year;


                                       Q-1


               4. I am responsible for reviewing the activities performed by the
     Master Servicer under the Pooling and Servicing Agreement and, based upon
     the review required under the Pooling and Servicing Agreement, and except
     as disclosed in the Annual Performance Certification delivered by the
     Master Servicer for such year, the Master Servicer has fulfilled its
     obligations under the Pooling and Servicing Agreement; and

               5. I have disclosed to the accountants that are to deliver the
     Annual Accountants' Report in respect of the Master Servicer with respect
     to such year all significant deficiencies relating to the Master Servicer's
     compliance with the minimum servicing standards in accordance with a review
     conducted in compliance with the Uniform Single Attestation Program for
     Mortgage Bankers or similar standard as set forth in the Pooling and
     Servicing Agreement.

          The foregoing certifications under clauses 2. and 3. above assume that
the following sections and parts of the Prospectus Supplement did not, as of the
date thereof or as of the Closing Date, contain any untrue statement of a
material fact regarding the Mortgage Loan Seller Matters (as defined below) or
omit to state any material fact regarding the Mortgage Loan Seller Matters
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading: "Summary of Prospectus
Supplement--The Underlying Mortgage Loans and the Mortgaged Real Properties",
"Risk Factors--Risks Related to the Underlying Mortgage Loans" and "Description
of the Mortgage Pool" and Annex A-1, Annex A-2, Annex A-3, Annex A-4, Annex A-5,
Annex A-6 and Annex B to the Prospectus Supplement. "Mortgage Loan Seller
Matters" as used in the preceding sentence shall mean the description of the
Mortgage Loans, the Mortgaged Properties and the Mortgagors. In addition,
notwithstanding the foregoing certifications under clauses 2. and 3. above, the
Master Servicer does not make any certification under such clauses 2. and 3.
above with respect to the information in the Servicer Reports and Additional
Designated Servicing Information delivered by the Master Servicer to the Trustee
referred to in such clauses 2. and 3. above that is in turn dependent upon
information provided by (other than, if and to the extent such information has
been provided by such party, the certification under clause 3. above) (a) the
Special Servicer under the Pooling and Servicing Agreement, beyond the
corresponding certification actually provided by the Special Servicer, (b) the
200 Park Avenue Master Servicer pursuant to the 200 Park Avenue Servicing
Agreement, beyond the corresponding certification actually provided by such 200
Park Avenue Master Servicer, (c) the Courtyard by Marriott Master Servicer
pursuant to the Courtyard by Marriott Servicing Agreement, beyond the
corresponding certification actually provided by such Courtyard by Marriott
Master Servicer, (d) the 1345 Avenue of the Americas Master Servicer pursuant to
the 1345 Avenue of the Americas Servicing Agreement, beyond the corresponding
certification actually provided by such 1345 Avenue of the Americas Master
Servicer, and/or (e) the Park Avenue Plaza Master Servicer pursuant to the Park
Avenue Plaza Servicing Agreement, beyond the corresponding certification
actually provided by such Park Avenue Plaza Master Servicer; provided, that
clause (a) and (b) shall not apply if the Park Avenue Plaza Master Servicer is
the same entity as, or is an Affiliate of, the Master Servicer. Further,
notwithstanding the foregoing certifications, the Master Servicer does not make
any certification under the foregoing clauses 1. through 5. that is in turn
dependent upon information required to be provided by any Sub-Servicer
identified on Exhibit K to the Pooling and Servicing Agreement, acting under a
Sub-Servicing Agreement that the Master Servicer entered into in connection with
the issuance of the Certificates, or upon the performance by any such
Sub-Servicer of its obligations pursuant to any such Sub-Servicing Agreement, in
each case beyond the respective backup certifications actually provided by


                                       Q-2


such Sub-Servicer to the Master Servicer with respect to the information that is
the subject of such certification.

          Capitalized terms used herein and not defined shall have the
respective meanings given to them in the Pooling and Servicing Agreement.

Date:


                                         [NAME OF MASTER SERVICER]


                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:




                                       Q-3



                                    EXHIBIT R

                  FORM OF SPECIAL SERVICER BACKUP CERTIFICATION
                           TO BE PROVIDED TO DEPOSITOR



          Re:  LB-UBS Commercial Mortgage Trust 2005-C5 (the "Trust")
               Commercial Mortgage Pass-Through Certificates, Series 2005-C5
               (the "Certificates")
               -------------------------------------------------------------

          Pursuant to Section 8.15 of the Pooling and Servicing Agreement, dated
as of August 11, 2005 (the "Pooling and Servicing Agreement"), between
Structured Asset Securities Corporation II as depositor (the "Depositor"),
LaSalle Bank National Association as trustee (the "Trustee"), ABN AMRO Bank N.V.
as fiscal agent, Wachovia Bank, National Association as master servicer (the
"Master Servicer") and LNR Partners, Inc. as special servicer (the "Special
Servicer"), relating to the Certificates, the undersigned, a
____________________ of the Special Servicer and on behalf of the Special
Servicer, hereby certifies to ___________________ (the "Certifying Party") and
to ____________________ as the officer executing the subject certification
pursuant to the Sarbanes-Oxley Act of 2002 (the "Certifying Officer") and its
partners, representatives, affiliates, members, managers, directors, officers,
employees and agents, to the extent that the following information is within our
normal area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that they will rely upon this
certification, that:

          1. I have reviewed all the Servicer Reports and Additional Designated
Servicing Information delivered by the Special Servicer to the Master Servicer
and/or the Trustee for the fiscal year ______________ as to the special
servicing by the Special Servicer of specially serviced mortgage loans (the
"Specially Serviced Mortgage Loans") or real properties owned by the Trust that
were acquired through foreclosure of loans as to which the Special Servicer has
servicing responsibilities ("REO Properties");

          2. To the best of my knowledge, the information in the Servicer
Reports and Additional Designated Servicing Information delivered to the Master
Servicer and/or the Trustee for such year relating to servicing information in
respect of Specially Serviced Mortgage Loans and REO Properties, in each case,
including information relating to actions of the Special Servicer and/or
payments and other collections on and characteristics of the Specially Serviced
Mortgage Loans and the REO Properties, taken as a whole, does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading as of the last day of such fiscal year;

          3. To the best of my knowledge, the information in the Servicer
Reports and Additional Designated Servicing Information delivered to the Master
Servicer and/or the Trustee for such year relating to servicing information in
respect of Specially Serviced Mortgage Loans and REO Properties, in each case,
including information relating to actions of the Special Servicer and/or
payments and other collections on and characteristics of the Specially Serviced
Mortgage Loans and the REO Properties, includes all information of such type
required to be provided by the Special Servicer to the Trustee and the Master
Servicer under the Pooling and Servicing Agreement;



                                       R-1


          4. I am responsible for reviewing the activities performed by the
Special Servicer under the Pooling and Servicing Agreement, and based upon the
review required by the Pooling and Servicing Agreement, and except as disclosed
in the Annual Performance Certification delivered by the Special Servicer for
such year, the Special Servicer has fulfilled its obligations under the Pooling
and Servicing Agreement; and

          5. I have disclosed to the certified public accountants that are to
deliver the Annual Accountants Report in respect of the Special Servicer
required by the Pooling and Servicing Agreement with respect to such year all
significant deficiencies (of which I have knowledge after due inquiry) relating
to the Special Servicer's compliance with the minimum servicing standards in
order to enable them to conduct a review in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar standard as set forth in the
Pooling and Servicing Agreement.

          The statements in this Certificate are limited to information
regarding the Special Servicer and the Special Servicer's activities under the
Pooling and Servicing Agreement. This Certification does not relate to
information in the Servicer Reports and Additional Designated Servicing
Information relating to any other person or any other topic.

          Capitalized terms used herein and not defined shall have the
respective meanings given to them in the Pooling and Servicing Agreement.

Date:


                                            [NAME OF SPECIAL SERVICER]


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:




                                       R-2



                                    EXHIBIT S

                     FORM OF OUTSIDE MASTER SERVICER NOTICE


                                     [Date]


[OUTSIDE MASTER SERVICER]
[OUTSIDE TRUSTEE]


          Re:  Co-Lender Agreement, dated as of [_________], 2005 (the
               "Co-Lender Agreement") among [SPECIFY PARTIES].

Ladies and Gentlemen:

          This notice is being delivered to you in connection with the Co-Lender
Agreement and pursuant to Section 3.02(c) and Section 6.11(c) of the Pooling and
Servicing Agreement dated as of August 11, 2005 (the "Agreement") between
Structured Asset Securities Corporation II, as depositor, Wachovia Bank,
National Association, as master servicer (the "Master Servicer", which term
includes any successor entity under the Agreement), LNR Partners, Inc., as
special servicer, LaSalle Bank National Association, as trustee (the "Trustee",
which term includes any successor entity under the Agreement), and ABN AMRO Bank
N.V. as fiscal agent, which Agreement relates to the issuance of the LB-UBS
Commercial Mortgage Trust 2005-C5, Commercial Mortgage Pass-Through
Certificates, Series 2005-C5. To the extent not defined herein, the capitalized
terms used herein have the respective meanings assigned in the Co-Lender
Agreement.

          [Notice is hereby given that as of August 25, 2005, the "Closing Date"
under the Agreement, the Trustee is the holder of [the Note A2 Mortgage Loan]
[Loan 1-A2] (as defined in the Co-Lender Agreement), and, in that capacity, the
Trustee assumes the rights and obligations of the [Note A2 Lender] [Note 1-A2
Noteholder] under the Co-Lender Agreement.]

          [You are hereby directed to remit to the Master Servicer all amounts
payable to the [Note A2 Lender] [Note 1-A2 Noteholder] under the Co-Lender
Agreement and the governing Servicing Agreement, to the following account:

          Account: [_________]

          Account #: [_______]

          Title: [Wachovia Bank, National Association, as Master Servicer, on
          behalf of LaSalle Bank National Association, as Trustee, in trust for
          the registered holders of LB-UBS Commercial Mortgage Trust 2005-C5,
          Commercial Mortgage Pass-Through Certificates, Series 2005-C5, Pool
          Custodial Account]


                                       S-1


          Location: [Wachovia Bank, National Association]]

          [You are hereby further directed to forward, deliver, or otherwise
make available to the Master Servicer, all reports, statements, documents,
communications and other information that are to be forwarded, delivered or
otherwise made available to the [Note A2 Lender] [Note 1-A2 Noteholder] under
the Co-Lender Agreement and the governing Servicing Agreement, to the following:
[address/facsimile/email address/telephone number]]

          [Please also be advised that [______________], as the initial
"Controlling Class Representative" under the Agreement) is, to the fullest
extent permitted under the Co-Lender Agreement, entitled to exercise any rights
and powers of the Trustee, in its capacity as [Note A2 Lender] [Note 1-A2
Noteholder], under Section [3.02] [4] of the Co-Lender Agreement.]

          [Please also be advised that a new controlling Controlling Class
Representative has been appointed in accordance with Section 6.09(b) of the
Agreement, which new Controlling Class Representative is
_________________________ [include notice information] and such party is, to the
fullest extent permitted under the Co-Lender Agreement, entitled to exercise any
rights and powers of the Trustee, in its capacity as [Note A2 Lender] [Note 1-A2
Noteholder], under Section [3.02] [4] of the Co-Lender Agreement.]


                                           Very truly yours,

                                           LASALLE BANK NATIONAL ASSOCIATION,
                                           as Trustee


                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:



c.c. [OTHER RELATED NON-TRUST MORTGAGE LOAN NOTEHOLDERS]




                                       S-2