EXECUTION COPY

                        MORTGAGE LOAN PURCHASE AGREEMENT

          Mortgage Loan Purchase Agreement, dated as of October 25, 2005 (the
"Agreement"), between UBS Real Estate Investments Inc. (together with its
successors and permitted assigns hereunder, the "Seller"), UBS Principal Finance
LLC, as an additional party responsible for the Seller's obligations hereunder
(in such capacity, together with its successors and permitted assigns hereunder,
the "Additional Party"), and Structured Asset Securities Corporation II
(together with its successors and permitted assigns hereunder, the "Purchaser").

          The Seller intends to sell and the Purchaser intends to purchase
certain multifamily and commercial mortgage loans (the "Mortgage Loans") as
provided herein. The Purchaser intends to deposit the Mortgage Loans, together
with certain other multifamily and commercial mortgage loans (the "Other Loans";
and, together with the Mortgage Loans, the "Securitized Loans"), into a trust
fund (the "Trust Fund"), the beneficial ownership of which will be evidenced by
multiple classes (each, a "Class") of mortgage pass-through certificates (the
"Certificates") to be identified as the LB-UBS Commercial Mortgage Trust
2005-C7, Commercial Mortgage Pass-Through Certificates, Series 2005-C7. One or
more "real estate mortgage investment conduit" ("REMIC") elections will be made
with respect to the Trust Fund. The Certificates will be issued pursuant to a
Pooling and Servicing Agreement, to be dated as of October 11, 2005 (the
"Pooling and Servicing Agreement"), between the Purchaser, as depositor,
Wachovia Bank, National Association, as master servicer (the "Master Servicer"),
Midland Loan Services, Inc., as special servicer (the "Special Servicer"),
LaSalle Bank National Association, as trustee (the "Trustee"), and ABN AMRO
Bank, N.V., as fiscal agent. Capitalized terms used but not defined herein have
the respective meanings set forth in the Pooling and Servicing Agreement, as in
effect on the Closing Date.

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

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

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

          SECTION 1. Agreement to Purchase.

          The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed
hereto as Exhibit A. The Mortgage



Loan Schedule may be amended to reflect the actual Mortgage Loans accepted by
the Purchaser pursuant to the terms hereof. The Mortgage Loans will have an
aggregate principal balance of $768,227,117 (the "Initial UBS Pool Balance") as
of the close of business on the Cut-off Date, after giving effect to any and all
payments of principal due thereon on or before such date, whether or not
received. The purchase and sale of the Mortgage Loans shall take place on
November 4, 2005 or such other date as shall be mutually acceptable to the
parties hereto (the "Closing Date"). The consideration for the Mortgage Loans
shall consist of: (A) a cash amount equal to a percentage (mutually agreed upon
by the parties hereto) of the Initial UBS Pool Balance, plus interest accrued on
each Mortgage Loan at the related Mortgage Rate (net of the related
Administrative Cost Rate), for the period from and including October 11, 2005 up
to but not including the Closing Date, which cash amount shall be paid to the
Seller or its designee by wire transfer in immediately available funds (or by
such other method as shall be mutually acceptable to the parties hereto) on the
Closing Date; and (B) a 32.84959% Percentage Interest in each Class of Residual
Interest Certificates (all such Residual Interest Certificates, the "Seller's
Residual Interest Certificates").

          SECTION 2. Conveyance of Mortgage Loans.

          (a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and satisfaction or waiver of the
conditions to closing set forth in Section 8 hereof, the Seller does hereby
sell, transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller (other than the
primary servicing rights) in and to the Mortgage Loans identified on the
Mortgage Loan Schedule as of such date. The Mortgage Loan Schedule, as it may be
amended, shall conform to the requirements set forth in this Agreement and the
Pooling and Servicing Agreement.

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

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

          (d) The Seller shall, through an Independent third party (the
"Recording Agent") retained by it, as and in the manner provided in the Pooling
and Servicing Agreement (and in any event within 45 days following the later of
the Closing Date and the date on which all necessary recording information is
available to the Recording Agent), cause (i) each assignment of Mortgage and
each assignment of Assignment of Leases, in favor of, and delivered as part of
the related Mortgage File to the Trustee, to be submitted for recordation in the
appropriate public office for real property records, and


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(ii) such assignments to be delivered to the Trustee following their return by
the applicable public recording office, with copies of any such returned
assignments to be delivered by the Trustee to the Master Servicer, at the
expense of the Seller, at least every 90 days after the Closing Date (or at
additional times upon the request of the Master Servicer if reasonably necessary
for the ongoing administration and/or servicing of the related Mortgage Loan by
the Master Servicer); provided that, in those instances where the public
recording office retains the original assignment of Mortgage or assignment of
Assignment of Leases, a certified copy of the recorded original shall be
forwarded to the Trustee. If any such document or instrument is lost or returned
unrecorded because of a defect therein, then the Seller shall prepare a
substitute therefor or cure such defect or cause such to be done, as the case
may be, and the Seller shall deliver such substitute or corrected document or
instrument to the Trustee (or, if the Mortgage Loan is then no longer subject to
the Pooling and Servicing Agreement, to the then holder of such Mortgage Loan).

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

          Pursuant to the Pooling and Servicing Agreement and a letter agreement
dated November 4, 2005 (the "Filing Letter Agreement") between Anthracite
Capital, Inc. ("AHR"), the Depositor, the UBS Mortgage Loan Seller and the
Trustee, the Trustee, through a third party (the "Filing Agent") retained by it,
as and in the manner provided in the Pooling and Servicing Agreement and at the
expense of AHR (and in any event within 45 days following the later of the
Closing Date and the date on which all necessary filing information is available
to the Filing Agent), is required to cause (i) each assignment of Uniform
Commercial Code financing statements prepared by the Seller, in favor of, and
delivered as part of the related Mortgage File to the Trustee, to be submitted
for filing in the appropriate public office, and (ii) such assignments to be
delivered to the Trustee following their return by the applicable public filing
office, with copies of any such returned assignments to be delivered by the
Trustee to the Master Servicer, at the expense of the Seller, at least every 90
days after the Closing Date (or at additional times upon the request of the
Master Servicer if reasonably necessary for the ongoing administration and/or
servicing of the related Mortgage Loan by the Master Servicer). The Seller
hereby agrees to reasonably cooperate with the Trustee and the Filing Agent with
respect to the filing of the assignments of Uniform Commercial Code financing
statements as described in this paragraph and to forward to the Trustee filing
confirmation, if any, received in connection with such Uniform Commercial Code
financing statements filed in accordance with this paragraph. Notwithstanding
the foregoing, to the extent the Trustee provides AHR, pursuant to the Filing
Letter Agreement, with an invoice for the expenses (i) reasonably to be incurred
in connection with the filings referred to in this paragraph and (ii) required
to be paid by AHR pursuant to the Filing Letter Agreement, and such expenses are
not paid by AHR in advance of such filings, the Trustee, pursuant to the Pooling
and Servicing Agreement and the Filing Letter Agreement and at the expense of
the Seller, shall only be required to cause the filing agent to file the
assignments of such Uniform Commercial Code financing statements with respect to
Mortgage Loans secured by hotel or hospitality properties.

          (e) With respect to any Mortgage Loan, the following documents (other
than any document that constitutes part of the Mortgage File for such Mortgage
Loan): copies of any final appraisal, final survey, final engineering report,
final environmental report, opinion letters of counsel to the related mortgagor
delivered in connection with the closing of such Mortgage Loan, escrow


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agreements, reserve agreements, organization documentation for the related
mortgagor, organizational documentation for any related guarantor or indemnitor,
if the related guarantor or indemnitor is an entity, insurance certificates or
insurance review reports, leases for tenants representing 10% or more of the
annual income with respect to the related Mortgaged Property, final seismic
report and property management agreements, rent roll, property operating
statement and financial statements for the related guarantor or indemnitor, cash
management or lockbox agreement, zoning letters or zoning reports and the
documents, if any, specifically set forth on Exhibit C hereto (collectively, the
"Mortgage Origination Documents"), but in each case, only if the subject
document (a) was in fact obtained in connection with the origination of such
Mortgage Loan, (b) is reasonably necessary for the ongoing administration and/or
servicing of such Mortgage Loan by the Master Servicer or Special Servicer in
connection with its duties under the Pooling and Servicing Agreement, and (c) is
in the possession or under the control of the Seller shall, within 45 days of
the Closing Date, be delivered or caused to be delivered by the Seller to the
Master Servicer (or, at the direction of the Master Servicer, to the appropriate
Sub-Servicer); provided that the Seller shall not be required to deliver any
draft documents, privileged or other communications or correspondence, credit
underwriting or due diligence analyses or information, credit committee briefs
or memoranda or other internal approval documents or data or internal
worksheets, memoranda, communications or evaluations.

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

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

          (h) Pursuant to the Pooling and Servicing Agreement, the Master
Servicer shall review the documents with respect to each Mortgage Loan delivered
by the Seller pursuant to or as contemplated by Section 2(e) hereof and provide
each Seller and the Controlling Class Representative and the Special Servicer
with a certificate (the "Master Servicer Certification") within 90 days of the
Closing Date acknowledging its (or the appropriate Sub-Servicer's) receipt as of
the date of the Master Servicer Certification of such documents actually
received (provided that such review shall be limited to identifying the document
received, the Serviced Trust Mortgage Loan to which it purports to relate, that
it appears regular on its face and that it appears to have been executed (where
appropriate)). Notwithstanding anything to the contrary set forth herein, to the
extent the Seller has not been notified in


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writing of its failure to deliver any document with respect to a Mortgage Loan
required to be delivered pursuant to or as contemplated by Section 2(e) hereof
prior to the date occurring 18 months following the date of the Master Servicer
Certification, the Seller shall have no obligation to provide such document.

          (i) In addition, on the Closing Date, the Seller shall deliver (i) to
the Master Servicer for deposit in the Pool Custodial Account, the Initial
Deposits relating to the Mortgage Loans, and (ii) to the Trustee for deposit in
the Interest Reserve Account, the Interest Reserve Deposit with respect to each
Mortgage Loan that is an Interest Reserve Mortgage Loan.

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

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

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

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

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

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

The Representing Party is not a party to or bound by any agreement or instrument
or subject to any organizational document or any other corporate or limited
liability company (as applicable) restriction or any judgment, order, writ,
injunction, decree, law or regulation that would, in the Representing Party's


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reasonable and good faith judgment, materially and adversely affect the ability
of the Representing Party to perform its obligations under this Agreement or
that requires the consent of any third person to the execution and delivery of
this Agreement by the Representing Party or the performance by the Representing
Party of its obligations under this Agreement.

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

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

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

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

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

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

The Seller understands that (A) the Seller's Residual Interest Certificates have
not been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (B) neither the Purchaser
nor any other party is obligated so to register or qualify the Seller's Residual
Interest Certificates and (C) neither the Seller's Residual Interest
Certificates nor any security issued in


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exchange therefor or in lieu thereof may be resold or transferred unless it is
(1) registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or (2) sold or transferred in a
transaction which is exempt from such registration and qualification and the
Certificate Registrar has received the certifications and/or opinions of counsel
required by the Pooling and Servicing Agreement.

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

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

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

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

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

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


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

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

          SECTION 4. Representations and Warranties of the Purchaser.

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

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

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

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

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

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


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          SECTION 5. Notice of Breach; Cure; Repurchase.

          (a) If the Seller receives written notice or obtains actual knowledge
with respect to any Mortgage Loan (i) that any document constituting a part of
clauses (a)(i) through (a)(xiii) of the definition of Mortgage File or a
document, if any, specifically set forth on Exhibit D hereto, has not been
executed (if applicable) or is missing (a "Document Defect") or (ii) of a breach
of any of the Seller's representations and warranties made pursuant to Section
3(b) hereof (each such breach, a "Breach") relating to any Mortgage Loan, and
such Document Defect or Breach, as of the date specified in Section 5(b)(i)
hereof, materially and adversely affects the value of the Mortgage Loan, then
such Document Defect shall constitute a "Material Document Defect" or such
Breach shall constitute a "Material Breach", as the case may be. In the event
the Seller obtains actual knowledge of a Material Document Defect or Material
Breach, then the Seller shall deliver written notification to the Trustee with
respect thereto. Then, following receipt by the Seller of a Seller/Depositor
Notification with respect to such Material Document Defect or Material Breach,
as the case may be, the Seller shall (subject to Sections 5(f), (g) and (h)
hereof), (A) not later than (1) 90 days after the Seller and the Purchaser have
agreed upon the existence of such Material Document Defect or Material Breach or
(2) 60 days after an arbitration panel makes a binding determination, in
accordance with the provisions of Section 5(i) hereof, that a Material Document
Defect or Material Breach exists or (B) in the case of a Material Document
Defect or Material Breach that affects whether a Mortgage Loan was, as of the
Closing Date, is or will continue to be a "qualified mortgage" within the
meaning of the REMIC Provisions (a "Qualified Mortgage"), not later than 90 days
following the discovery by any party of such Material Document Defect or
Material Breach (each of such 90-day period referred to in clause (A)(1) above,
or such 60-day period referred to in clause (A)(2) above, or such 90-day period
referred to in clause (B) above, as applicable, is referred to as the "Initial
Resolution Period"): (i) cure such Material Document Defect or Material Breach,
as the case may be, in all material respects (which cure shall include payment
of any out-of-pocket expenses that are reasonably incurred and directly
attributable to pursuing such a claim based on such Material Document Defect or
Material Breach associated therewith), or (ii) if such Material Document Defect
or Material Breach, as the case may be, cannot be cured within the Initial
Resolution Period, repurchase the affected Mortgage Loan (or the related
Mortgaged Property) from, and in accordance with the directions of, the
Purchaser or its designee, at a price equal to the Purchase Price; provided that
if (a) such Material Breach or Material Document Defect, as the case may be, is
capable of being cured but not within the applicable Initial Resolution Period,
(b) any such Material Breach or Material Document Defect, as the case may be,
does not affect whether the Mortgage Loan was, as of the Closing Date, is or
will continue to be a Qualified Mortgage, (c) the Seller has commenced and is
diligently proceeding with the cure of such Material Breach or Material Document
Defect, as the case may be, within the applicable Initial Resolution Period, and
(d) the Seller shall have delivered to the Purchaser a certification executed on
behalf of the Seller by an officer thereof confirming that such Material Breach
or Material Document Defect, as the case may be, is not capable of being cured
within the applicable Initial Resolution Period, setting forth what actions the
Seller is pursuing in connection with the cure thereof and stating that the
Seller anticipates that such Material Breach or Material Document Defect, as the
case may be, will be cured within an additional period not to exceed, 90 days
beyond the end of the Initial Resolution Period (in the event the Seller and the
Purchaser have agreed upon the existence of such Material Document Defect or
Material Breach as described under Section 5(a)(ii)(A)(1)), or 45 days beyond
the end of the Initial Resolution Period (in the event an arbitration panel has
made a binding determination, as described under Section 5(a)(ii)(A)(2) hereof,
that a Material Document Defect or Material Breach exists), then the


                                       -9-



Seller shall have such additional 90-day period or 45-day period, as the case
may be (each such period, the "Resolution Extension Period"), to complete such
cure or, failing such, to repurchase the affected Mortgage Loan (or the related
Mortgaged Property); and provided, further, that, if any such Material Document
Defect is still not cured after the Initial Resolution Period and any such
applicable Resolution Extension Period solely due to the failure of the Seller
to have received a recorded document, then the Seller shall be entitled to
continue to defer its cure and repurchase obligations in respect of such
Material Document Defect so long as the Seller certifies to the Purchaser every
six months thereafter that the Material Document Defect is still in effect
solely because of its failure to have received the recorded document and that
the Seller is diligently pursuing the cure of such defect (specifying the
actions being taken). The parties acknowledge that neither delivery of a
certification or schedule of exceptions to the Seller pursuant to Section
2.02(b) of the Pooling and Servicing Agreement or otherwise nor possession of
such certification or schedule by the Seller shall, in and of itself, constitute
delivery of notice of any Material Document Defect or Material Breach or
knowledge or awareness by the Seller of any Material Document Defect or Material
Breach.

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

          (b) 1. Provided that any Seller/Depositor Notification with respect to
a Material Document Defect or Material Breach is received by the Seller in
accordance with the provisions of the Pooling and Servicing Agreement), within
24 months of the Closing Date, the material and adverse effect of the related
Document Defect or Breach shall be determined as of the date hereof. After the
expiration of 24 months following the Closing Date, the material and adverse
effect of any Document Defect or Breach that was not the subject of another
Seller/Depositor Notification, received by the Seller (in accordance with the
provisions of the Pooling and Servicing Agreement), within 24 months of the
Closing Date, shall be determined as of the date of such Seller/Depositor
Notification.

In the event the Seller is obligated to repurchase any Mortgage Loan pursuant to
this Section 5, such obligation shall extend to any successor REO Mortgage Loan
with respect thereto as to which (A) the subject Material Breach existed as to
the subject predecessor Mortgage Loan prior to the date the related Mortgaged
Property became an REO Property or within 90 days thereafter, and (B) as to
which the Seller had received, no later than 90 days following the date on which
the related Mortgaged Property became an REO Property, a Seller/Depositor
Notification from the Trustee regarding the occurrence of the applicable
Material Breach and directing the Seller to repurchase the subject Mortgage
Loan.

          (c) If one or more (but not all) of the Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased by the Seller as contemplated
by Section 5(a) hereof, then,


                                      -10-



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

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

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

          (f) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of the Seller set forth
in, or made pursuant to, paragraph (xlviii) of Exhibit B to this Agreement,
specifically relating to whether or not the Mortgage Loan documents or any
particular Mortgage Loan document for any Mortgage Loan requires the related
Mortgagor to bear the reasonable costs and expenses associated with the subject
matter of such representation or warranty,


                                      -11-



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

          (g) Subject to Section 5(f) hereof and the last three sentences of
this paragraph, if the Seller determines that a Material Breach (other than a
Material Breach of a representation or warranty on the part of the Seller set
forth in and made pursuant to paragraph (xvii) of Exhibit B to this Agreement)
or a Material Document Defect with respect to a Mortgage Loan is not capable of
being cured in accordance with Section 5(a) hereof, then in lieu of repurchasing
such Mortgage Loan the Seller may, at its sole option, pay a cash amount equal
to the loss of value (each such payment, a "Loss of Value Payment") with respect
to such Mortgage Loan, which loss of value is directly attributed to such
Material Breach or Material Document Defect, as the case may be. The amount of
each such Loss of Value Payment shall be determined either (i) by mutual
agreement of the Special Servicer on behalf of the Trust with respect to the
subject Material Breach or Material Document Defect, as the case may be, and the
Seller, or (ii) by an arbitration panel pursuant to a binding arbitration
proceeding in accordance with Section 5(i) hereof; provided that, in the event
there is an arbitration proceeding for determining the existence of a Material
Breach or a Material Document Defect with respect to any Mortgage Loan, such
arbitration proceeding must also include a determination of the amount of the
loss of value to such Mortgage Loan directly attributed to such Material Breach
or such Material Document Defect, as the case may be. Provided that such payment
is made, this paragraph describes the sole remedy available to the Purchaser
regarding any such Material Breach or Material Document Defect and the Seller
shall not be obligated to otherwise cure such Material Breach or Material
Document Defect or repurchase the affected Mortgage Loan based on such Material
Breach or Material Document Defect under any circumstances. Notwithstanding the
foregoing provisions of this Section 5(g), if 95% or more of the loss of value
to a Mortgage Loan was caused by a Material Breach or Material Document Defect,
which Material Breach or Material Document Defect is not capable of being cured,
this Section 5(g) shall not apply and the Seller shall be obligated to
repurchase the affected Mortgage Loan at the applicable Purchase Price in
accordance with Section 5(a) hereof. Furthermore, the Seller shall not have the
option of delivering Loss of Value Payments in connection with any Material
Breach relating to a Mortgage Loan's failure to be a Qualified Mortgage. In the
event there is a Loss of Value Payment made by the Seller in accordance with
this Section 5(g), the amount of such Loss of Value Payment shall be deposited
into the Loss of Value Reserve Fund to be applied in accordance with Section
3.05(e) of the Pooling and Servicing Agreement.

          In the event the amount of any Loss of Value Payment is determined by
an arbitration panel pursuant to a binding arbitration proceeding in accordance
with Section 5(i) hereof, then such Loss of Value Payment shall also include the
payment of any costs and expenses (including costs incurred in


                                      -12-



establishing the amount of any related loss of value to the subject Mortgage
Loan, including reasonable legal fees) that are reasonably incurred in good
faith by the Master Servicer, the Special Servicer and/or the Trustee (on behalf
of the Trust) in enforcing the rights of the Trust against the Seller with
respect to the subject Material Breach or Material Document Defect, as the case
may be; provided that, that in the event the Seller tenders a loss of value
payment in a specified amount in connection with a Material Breach or Material
Document Defect, as the case may be, prior to the institution of arbitration
proceedings and that offer is rejected and an amount equal to or less than the
loss of value payment originally tendered by the Seller is ultimately determined
by an arbitration panel pursuant to a binding arbitration proceeding in
accordance with Section 5(i) hereof to be the actual amount of the Loss of Value
Payment attributed to such Material Breach or Material Document Defect, as the
case may be, then that Loss of Value Payment shall not include the payment of
any costs or expenses incurred in enforcing the rights of the Trust against the
Seller with respect to the subject Material Breach or Material Document Defect,
as the case may be; provided, further, that if the Special Servicer request a
loss of value payment from the Seller of a specified amount in connection with a
Material Breach or Material Document Defect, as the case may be, and the Seller
refuses to pay that amount and an amount equal to or greater than the loss of
value payment originally requested by the Special Servicer is ultimately
determined by an arbitration panel pursuant to a binding arbitration proceeding
in accordance with Section 5(i) hereof to be the actual Loss of Value Payment
attributable to such Material Document Defect or Material Breach, then that Loss
of Value Payment shall also include the payment of any costs or expenses
reasonably incurred in good faith in enforcing the rights of the Trust against
the Seller with respect to the subject Material Breach or Material Document
Defect, as the case may be; and provided, further, that, if the Seller tenders a
loss of value payment in connection with a Material Breach or Material Document
Defect, as the case may be, in a specified amount, and the Special Servicer
rejects such tender and requests a greater loss of value payment amount, and an
amount in between the respective amounts tendered and requested is ultimately
determined by an arbitration panel pursuant to a binding arbitration proceeding
in accordance with Section 5(i) hereof to be the actual Loss of Value Payment
attributable to such Material Breach or Material Document Defect, as the case
may be, then that Loss of Value Payment shall also include the payment of an
amount equal to the product of (i) all costs and expenses reasonably incurred in
connection with that arbitration proceeding, multiplied by (ii) a fraction, the
numerator of which is the excess of the amount determined by that arbitration
proceeding over the amount tendered by the Seller, and the denominator of which
is the excess of the amount requested by the Special Servicer over the amount
tendered by the Seller. Notwithstanding the foregoing, in the event any Loss of
Value Payment is determined by the parties hereto by mutual agreement (and not
by an arbitration proceeding), that Loss of Value Payment shall not include any
costs and expenses incurred by the Master Servicer, the Special Servicer or the
Trustee unless such costs and expenses were specifically included in such mutual
agreement.

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


                                      -13-



          (i) The parties hereto agree that any controversy or claim (a
"Dispute") arising under Section 5(a), Section 5(b) and/or Section 5(g) of this
Agreement shall be resolved in accordance with the following
Mediation/Arbitration procedures in this Section 5(i).

          If the Seller receives a Seller/Depositor Notification pursuant to
Section 5(a) of this Agreement regarding the alleged existence of a Material
Document Defect or Material Breach and requesting the Seller to cure or
repurchase the affected Mortgage Loan in connection therewith (a "Notice"), and
the Seller does not agree upon the existence of such Material Document Defect or
Material Breach within 90 days of receiving such Notice, then, unless otherwise
agreed to by the parties involved in the Dispute, that Dispute shall be
submitted to non-binding mediation in accordance with the provisions of this
paragraph; provided, that if the Seller is proceeding to cure the subject
Material Document Defect or Material Breach, then that Dispute shall not be
submitted to mediation until the expiration of the related Resolution Extension
Period and the failure of the Seller to complete such cure (unless otherwise
agreed to by the parties involved in the Dispute). Following the 90-day period
referred to in the preceding sentence and subject to the preceding proviso, any
party to this Agreement that is involved in the Dispute may send a written
letter (a "Mediation Letter") to another party to this Agreement that they wish
the mediation process to begin between the sender and the recipient of such
Mediation Letter. Following receipt of a Mediation Letter, a mediator(s) shall
be selected by agreement of the parties to the mediation. If such parties cannot
agree on a mediator, [a mediator will be designated by the JAMS/Endispute at the
request of any party (provided that any mediator so designated must be
acceptable to both the Seller and the Purchaser or its assignee)] [then the
mediation shall be conducted by three mediators, one of which shall be selected
by the Seller and one of which shall be selected by the Purchaser or its
assignee. Each of the parties to the mediation shall submit the name of the
person it has selected to serve as a mediator to the opposing party within 10
days of the date of the Mediation Letter. If either party fails to submit the
name of its selected mediator within 10 days of the date of the Mediation
Letter, the other party shall have the right to select the second mediator in
addition to its own mediator (provided that such party has submitted the name of
its selected mediator within 10 days of the date of the Mediation Letter). The
two mediators selected by the party(ies) shall appoint a third mediator within
20 days of the date of the Mediation Letter or such longer time period as agreed
to by the parties to the mediation. Any mediator(s) so designated must be
acceptable to both the Seller and the Purchaser or its assignee.] Any mediators
appointed or selected pursuant to the provisions of this paragraph must be
experienced professionals in the CMBS industry.

          Any mediation related to a particular Dispute and commenced in
accordance with the preceding paragraph must be completed within 90 days of the
date of the Mediation Letter (or a longer period, if the parties to the
mediation agreed to extend the mediation). Any mediation referred to in this
Section 5(i) shall be conducted in the manner specified by the mediator(s) and
agreed upon by the Seller and the Purchaser or its assignee and any such
mediation shall be conducted in New York City to the exclusion of all other
locations (unless otherwise agreed to by the parties to the mediation). During
the mediation process, the parties to the mediation shall discuss their
differences voluntarily and in good faith and attempt, with the assistance of
the mediator(s) as a facilitator of the negotiations, to reach an amicable
resolution of the Dispute. The mediation will be treated as a settlement
discussion and therefore will be confidential. No mediator selected in
accordance with this Section 5(i) may testify for either party in any later
proceeding relating to the Dispute. No recording or transcript shall be made of
the mediation proceedings. The fees and expenses of all mediator(s) shall be
shared equally by the parties to the mediation; provided, that the party to the
mediation that is acting on behalf of the Trust in accordance with the
provisions of this Section 5(i) shall be entitled to reimbursement or
indemnification


                                      -14-



by the Trust Fund for such fees and expenses if and to the extent permitted
under the Pooling and Servicing Agreement.

          Notwithstanding anything to the contrary herein, no party shall be
required to agree to a Dispute resolution pursuant to mediation and no decision
or resolution of a mediator or mediators shall be binding on any party unless
such decision or resolution is expressly agreed to by such party. In the event
the parties involved in the Dispute have not agreed to a Dispute resolution
pursuant to mediation at the termination of the mediation, then that Dispute
will be settled by arbitration in accordance with the succeeding paragraphs of
this Section 5(i).

          If a Dispute has not been resolved within 90 days of the date of the
Mediation Letter (or such shorter or longer period as is expressly agreed to by
the parties to the mediation), the mediation shall terminate and the Dispute
will be settled by arbitration. Following the date of termination of mediation,
which shall be the date occurring 90 days after the date of the Mediation Letter
unless otherwise expressly agreed to by the parties to the mediation,
arbitration may be commenced by any party to this Agreement involved in the
Dispute sending a written notice to another party to this Agreement involved in
the Dispute that they wish the arbitration process to begin with respect to the
Dispute between the sender and the recipient of such written notice. The date
any such party receives written notice in accordance with this Section 5(i) from
another party that such party wishes to commence arbitration shall be referred
to as the "Arbitration Commencement Date". Any arbitration hereunder shall be
conducted in accordance with the provisions of this Agreement and the American
Arbitration Association Rules for Large Complex Commercial Disputes ("AAA
Rules"), but shall not be conducted by the American Arbitration Association
("AAA"). Discovery will be permitted in connection with the arbitration in
accordance with the AAA Rules. In the event of a conflict, the provisions of
this Agreement will control. Such arbitration shall be conducted before a panel
of three arbitrators, regardless of the size of the Dispute. The arbitration
panel shall consist of one person selected by the Seller and one person selected
by the Purchaser or its assignee. Each such party shall submit the name of the
person it has selected to serve as an arbitrator to the other party within 30
days of the Arbitration Commencement Date (or such longer period as is expressly
agreed to by the parties to the arbitration). If either such party fails to
submit the name of its selected arbitrator within 30 days of the Arbitration
Commencement Date, then the other such party shall have the right to select the
second arbitrator in addition to its own arbitrator (provided that such party
has submitted the name of its selected arbitrator within 30 days of the
Arbitration Commencement Date). The two arbitrators designated in accordance
with the two preceding sentences shall appoint a third arbitrator within 45 days
of the Arbitration Commencement Date (or such longer period as is expressly
agreed to by the parties to the arbitration). All arbitrators appointed or
selected pursuant to the provisions of this paragraph must be experienced
professionals in the CMBS industry. The third arbitrator shall be an Independent
person who has not previously been employed by either party and does not have a
direct or indirect interest in either party or the subject matter of the
arbitration. The two (2) arbitrators appointed by the parties to the arbitration
are not required to be neutral and it shall not be grounds for removal of either
of such arbitrators or for vacating an arbitration award that either of such
arbitrators has past or present relationships with the party that appointed such
arbitrator. No potential arbitrator may serve on the panel unless he or she has
agreed in writing to abide and be bound by the terms and provisions of this
Agreement and the AAA Rules and to keep confidential the terms of any
arbitration proceeding related to this Agreement and the terms of any
discussion, negotiation, decision, agreement or resolution in connection
therewith.


                                      -15-



          Any issue concerning the extent to which any Dispute is subject to
arbitration, or concerning the applicability, interpretation, or enforceability
of these procedures, including any contention that all or part of these
procedures are invalid or unenforceable, shall be resolved by the arbitrators.
In no event, notwithstanding that any provision of this Agreement is held to be
invalid or unenforceable, shall the arbitrators have the power to make an award
or impose a remedy that could not be made or imposed by a court deciding the
matter in the same jurisdiction. In no event shall the arbitrators have the
power to make an award or impose a remedy that is not contemplated by, or
conflicts with the terms and provisions of, this Agreement or the Pooling and
Servicing Agreement (other than any term or provision of this Agreement or the
Pooling and Servicing Agreement that is held to be invalid or unenforceable).
Without limiting the foregoing, the arbitrators shall have no authority to award
treble, consequential or punitive damages of any type under any circumstances,
whether or not such damages may be available under the AAA Rules or any other
act or law. Subject to the provisions of this Agreement, the result of the
arbitration will be binding on the parties involved in the Dispute, and judgment
on the arbitrators' award may be entered, subject to the provisions of Section
16 of this Agreement, in any court of competent jurisdiction.

          All mediations and arbitrations shall be conducted in New York City to
the exclusion of all other locations (unless otherwise expressly agreed to by
the parties to the subject mediation or arbitration, as applicable). The party
to an arbitration that is acting on behalf of the Trust in accordance with the
provisions of this Section 5(i) shall be entitled to reimbursement or
indemnification by the Trust Fund for the fees and expenses incurred in
connection therewith if and to the extent permitted under the Pooling and
Servicing Agreement.

          The parties to this Agreement hereby agree to waive any right to trial
by jury fully to the extent that any such right shall now or hereafter exist
with regard to the rights and remedies contained in this Section 5; provided,
that if (i) any party to an arbitration governed by this Section 5(i) fails to
abide by the rules or deadlines for that arbitration (as such deadlines may be
extended by express agreement of the parties to that arbitration), or (ii) the
applicable appointed arbitrators determine that the subject Dispute cannot be
resolved through arbitration either because the AAA Rules are inapplicable to
the Dispute and/or the Federal Arbitration Act is inapplicable to the Dispute or
for any other reason, then the other party (in the case of clause (i)) or any
party (in the case of clause (ii)) to this Agreement may in its sole option,
file a complaint to resolve the Dispute through a legal proceeding and in
accordance with the provision contained in Section 16 hereof.

          If any of the provisions of this Section 5(i) are determined by a
court of law to be invalid or unenforceable, the remaining provisions shall
remain in effect and be binding on the parties involved in the Dispute to the
fullest extent permitted by law.

          SECTION 6. Repurchase of Early Defeasance Trust Mortgage Loans.

          If the Purchaser or the Master Servicer notifies the Seller or the
Additional Party that the Mortgagor under any of the Mortgage Loans that are
Early Defeasance Trust Mortgage Loans (i) intends to defease such Early
Defeasance Trust Mortgage Loan in whole on or before the second anniversary of
the Closing Date and the amount tendered by such Mortgagor 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 Mortgage Loan pursuant to or as otherwise contemplated by
Section 5(a), or (ii) intends to partially defease such Early Defeasance Trust
Mortgage


                                      -16-



Loan on or prior to the second anniversary of the Closing Date, or (iii) intends
to defease such Early Defeasance Trust Mortgage Loan in whole on or before the
second anniversary of the Closing Date and such Mortgagor is to tender
Defeasance Collateral or such other collateral as is permitted in connection
with a defeasance under the related loan documents that does not constitute a
cash amount equal to or greater than the Purchase Price set forth in clause (i)
above in this paragraph, then the Seller shall promptly repurchase such Mortgage
Loan at the related Purchase Price in accordance with the directions of the
Master Servicer on a whole loan, servicing released basis.

          Upon the repurchase of a Mortgage Loan that is an Early Defeasance
Trust Mortgage Loan pursuant to Section 5 hereof and/or this Section 6, the
Purchaser shall effect a "qualified liquidation" of the related Loan REMIC in
accordance with the REMIC Provisions. The Seller hereby agrees to pay all
reasonable costs and expenses, including the costs of any opinions of counsel
under the Pooling and Servicing Agreement, in connection with any such
"qualified liquidation" of the related Loan REMIC in accordance with the REMIC
Provisions.

          SECTION 7. Obligations of the Additional Party.

          The Additional Party hereby covenants and agrees with the Purchaser
that the Additional Party shall be liable to the Purchaser and any designee
thereof to the same extent as the Seller as set forth herein, for all the
obligations of the Seller under Sections 5 and 6 hereof. The Additional Party
further agrees that the Purchaser shall not be bound or obligated to initially
request the Seller to perform any of its obligations hereunder, but may instead
initially request the Additional Party to perform such obligations.
Additionally, the Additional Party agrees that the Purchaser shall not be bound
or obligated in anyway to exhaust recourse against the Seller before being
entitled to demand the performance by the Additional Party of its obligations
hereunder. Performance by the Additional Party of any of the Seller's
obligations hereunder shall be deemed to be performance thereof by the Seller.

          SECTION 8. Closing.

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

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

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

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

          (c) All documents specified in Section 9 of this Agreement (the
"Closing Documents"), in such forms as are reasonably acceptable to the
Purchaser, shall be duly executed and delivered by all signatories as required
pursuant to the respective terms thereof;


                                      -17-



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

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

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

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

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

          SECTION 9. Closing Documents.

          The Closing Documents shall consist of the following:

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

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

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

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

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


                                      -18-



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


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

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

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

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

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

          (k) An Officer's Certificate from an officer of each of the Seller and
the Co-Indemnitor, in his or her individual capacity, in each case delivered in
connection with the opinion of CWT to be delivered pursuant to Section 9(j)
hereof, in form and substance satisfactory to the addressees of such opinion and
upon which such addressees may rely;

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


                                      -19-



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

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

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

          SECTION 10. Costs.

          An amount equal to 32.84959% of all reasonable out-of-pocket costs and
expenses incurred by the Seller, the initial Purchaser, the Underwriters, the
Placement Agents and the seller of the Other Loans to the Purchaser in
connection with the securitization of the Securitized Loans and the other
transactions contemplated by this Agreement, the Underwriting Agreement and the
Certificate Purchase Agreement shall be payable by the Seller.

          SECTION 11. Grant of a Security Interest.

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


                                      -20-



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

          SECTION 12. Notices.

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

          SECTION 13. Representations, Warranties and Agreements to Survive
Delivery.

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

          SECTION 14. Severability of Provisions.

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

          SECTION 15. Counterparts.

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

          SECTION 16. 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 AND SUBJECT TO SECTION 5(i) HEREOF, THE SELLER, THE ADDITIONAL
PARTY AND THE PURCHASER EACH HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION
OF ANY NEW YORK


                                      -21-



STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY, TO THE EXCLUSION OF ALL OTHER
COURTS, WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT
OTHER THAN MATTERS TO BE SETTLED BY MEDIATION OR ARBITRATION IN ACCORDANCE WITH
SECTION 5(i) HEREOF; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR
PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL
COURTS, TO THE EXCLUSION OF ALL OTHER COURTS; (III) WAIVES, TO THE FULLEST
POSSIBLE EXTENT, THE DEFENSE OF AN INCONVENIENT FORUM IN CONNECTION WITH SUCH
ACTION OR PROCEEDING COMMENCED IN SUCH NEW YORK STATE OR FEDERAL COURTS; AND
(IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW; PROVIDED, THAT IN THE EVENT SECTION 5(i)
HEREOF IS INAPPLICABLE AND BOTH A NEW YORK STATE AND A FEDERAL COURT SITTING IN
NEW YORK IN WHICH AN ACTION OR PROCEEDING HAS BEEN DULY AND PROPERLY COMMENCED
BY ANY PARTY TO THIS AGREEMENT REGARDING A MATTER ARISING OUT OF OR RELATING TO
THIS AGREEMENT HAS REFUSED TO ACCEPT JURISDICTION OVER OR OTHERWISE HAS NOT
ACCEPTED SUCH ACTION OR PROCEEDING WITHIN, IN THE CASE OF EACH SUCH COURT, 60
DAYS OF THE COMMENCEMENT OR FILING THEREOF, THEN THE WORDS "TO THE EXCLUSION OF
ALL OTHER COURTS" IN CLAUSE (I) AND CLAUSE (II) OF THIS SENTENCE SHALL NOT APPLY
WITH REGARD TO SUCH ACTION OR PROCEEDING AND THE REFERENCE TO "SHALL" IN CLAUSE
(II) OF THIS SECTION SHALL BE DEEMED TO BE "MAY".

          SECTION 17. Further Assurances.

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

          SECTION 18. Successors and Assigns.

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

          SECTION 19. Amendments.

          No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by a duly authorized
officer of the party against whom such


                                      -22-



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


                                      -23-



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

                                        SELLER

                                        UBS REAL ESTATE INVESTMENTS INC.


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


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

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

                                        ADDITIONAL PARTY


                                        UBS PRINCIPAL FINANCE LLC


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


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

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


                                      -24-



                                      PURCHASER

                                      STRUCTURED ASSET SECURITIES CORPORATION II


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

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


                                      -25-



                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE

                                 (See Attached)




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

4                      Reckson Portfolio I                        Various                                Various             Various
7                      Bethesda Towers                            4330, 4340, 4350 East West Highway     Bethesda               MD
8                      Cherryvale Mall                            7200 Harrison Avenue                   Rockford               IL
10                     Station Place I                            100 F Street, NE                       Washington             DC
11                     Tri-County Business Park                   13300 McCormick Drive                  Tampa                  FL
12                     Sarasota Main Plaza                        1991 Main Street                       Sarasota               FL
14                     Reckson Portfolio II                       Various                                Melville               NY
15                     3200 Wilshire Boulevard                    3200 Wilshire Boulevard and 695        Los Angeles            CA
                                                                  South Vermont Avenue
18                     Bunker Hill/Valley Forge                   1370 and 1400 Church Street            Bohemia                NY
19                     1155 Market Street                         1155 Market Street                     San Francisco          CA
20                     Home Depot                                 600 Meacham Road                       Elk Grove Village      IL
33                     Sunchase at Longwood                       501 Sunchase Boulevard                 Farmville              VA
34                     East Hampton Village                       105 Oak View Highway                   East Hampton           NY
36                     Silver Blue Lake Apartments                1301-1601 Northwest 103rd Street       Miami                  FL
37                     Route 17 North - Paramus                   350 Route 17 North                     Paramus                NJ
42                     96th Street                                743-745 Amsterdam Avenue               New York               NY
47                     Embassy Apartments                         1223 Federal Avenue                    Los Angeles            CA
49                     Prestige Mobile Home Park                  3180 State Route 96                    Clifton Springs        NY
52                     Courtyard Norwich                          181 West Town Street                   Norwich                CT
53                     GRM San Francisco                          41099 Boyce Road                       Fremont                CA
56                     Fleming, Highland and Eastway Apartments   Various                                Various                NY
64                     1900 Euclid Avenue                         1900 Euclid Avenue                     Cleveland              OH
65                     Brentwood Timberlane Apartments            4515 Maplewood Avenue                  Wichita Falls          TX
67                     Lowe's Home Improvement Center             2888 Brice Road                        Columbus               OH
70                     Springhill Suites                          401 North Frontage Road                Waterford              CT
71                     Hampton Inn Portfolio                      Various                                Various                MI
73                     Oak Orchard Mobile Home Park               3322 Oak Orchard Road                  Albion                 NY
74                     Meadowbrook Apartments                     4396 Northwest 36th Street             Oklahoma City          OK
76                     Turtle Bay                                 400 Harkless Drive                     Syracuse               IN
78                     Lakes Estates                              1 EMS B37 Lane Lot 77                  Warsaw                 IN
79                     Phoenix Building                           2901 Fox Street                        Philadelphia           PA
82                     American Storage                           5220 South Jones Boulevard             Las Vegas              NV
84                     McClellan Hospital Building                624 McClellan Street                   Schenectady            NY
85                     AAA Friendly Storage                       12324 State Highway 155 South          Tyler                  TX
86                     The Shoppes at Hunt Club                   474 South Hunt Club Boulevard          Altamonte Springs      FL
87                     CVS - Margate                              5300 Coconut Creek Parkway             Margate                FL
89                     Walgreens - Anderson                       2539 West Whitner Street               Anderson               SC
100                    Eckerd - Southern Pines                    1690 US Highway 1                      Southern Pines         NC
102                    Walgreens - Dallas                         4702 Jim Miller Road                   Dallas                 TX
103                    107 Pacific Avenue                         107 Pacific Avenue                     Jersey City            NJ
106                    Storage Malls                              Various                                Various                NY
109                    RV Ranch and Stor-More                     Various                                Various                TX
110                    Northrup Mobile Home Park                  8199 State Route 5 and 20              Bloomfield             NY
111                    Riverside Plaza                            320-420 South Main Street              Red Bluff              CA
113                    Bayonne Mobile Home Park                   191-197 and 184-194 West 24th Street   Bayonne                NJ
115                    67 North Main Street                       67 North Main Street                   New City               NY
126                    Alegra Palms Apartments                    801 South Allen Genoa Road             South Houston          TX
131                    Golden Triangle Mobile Home Park           11001 Rancho Place                     Keller                 TX


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

4                       Various   122,850,000.00    539,743.75   5.2000000          60
7                        20814     87,210,000.00    457,948.39   6.2150000          60
8                        61112     84,000,000.00    462,945.66   5.0000000         120
10                       20549     40,360,000.00    440,777.76   5.5310000         120
11                       33626     38,160,000.00    186,356.83   5.7800000          60
12                       34236     36,000,000.00    206,668.44   5.6000000         120
14                       11747     31,032,268.00    136,340.84   5.2000000          60
15                       90010     30,000,000.00    172,981.14   5.6400000         120

18                       11716     25,000,000.00    142,984.21   5.5660000         120
19                       94103     22,750,000.00    132,308.67   5.5900000         120
20                       60007     20,360,000.00     89,968.11   5.2300000         120
33                       23901     12,800,000.00     70,561.65   5.5000000         120
34                       11937     12,700,000.00     72,627.98   5.5650000         120
36                       33147     11,750,000.00     71,052.67   6.0800000          60
37                       07652     11,700,000.00     53,203.31   5.3820000         120
42                       10025     11,000,000.00     51,990.53   5.5940000         120
47                       90025     10,000,000.00     44,864.58   5.3100000         120
49                       14432      9,500,000.00     52,400.53   5.2400000         120
52                       06360      9,400,000.00     54,156.22   5.6325000         120
53                       94538      9,191,683.07     58,150.26   6.5000000         120
56                      Various     8,254,748.48     46,301.79   5.3800000         120
64                       44115      6,480,000.00     36,244.50   6.6200000          60
65                       76308      6,466,051.02     35,782.80   5.2500000         120
67                       43232      6,400,000.00     37,024.05   5.6700000         120
70                       06385      6,335,000.00     36,497.84   5.6325000         120
71                      Various     6,283,005.63     40,822.37   6.0600000          60
73                       14411      5,984,000.00     34,953.09   5.7500000         120
74                       73112      5,833,143.63     31,798.04   5.1250000         120
76                       46567      5,505,000.00     31,222.25   5.4900000          84
78                       46580      5,474,000.00     31,046.43   5.4900000          84
79                       19129      5,450,000.00     42,155.71   6.9700000         120
82                       89118      5,194,467.07     30,016.26   5.6500000         120
84                       12304      5,000,000.00     28,798.61   5.6300000         120
85                       75703      4,994,496.26     28,295.41   5.4700000         120
86                       32703      4,700,000.00     26,011.83   5.2700000         120
87                       33063      4,600,000.00     21,492.75   5.5300000         120
89                       29624      4,410,000.00     20,306.93   5.4500000           0
100                      28387      3,837,000.00     17,830.50   5.5000000         120
102                      75227      3,780,000.00     17,469.81   5.4700000         120
103                      07304      3,667,532.90     20,912.38   5.5200000         120
106                     Various     3,596,395.57     21,514.43   5.9700000         120
109                     Various     3,494,851.55     22,283.87   5.8750000         120
110                      14469      3,350,000.00     18,519.58   5.2600000         120
111                      96080      3,350,000.00     21,820.20   6.1150000         120
113                      07002      3,300,000.00     19,425.94   5.8300000         120
115                      10956      2,888,000.00     16,171.97   5.3750000         120
126                      77587      2,167,473.56     11,875.52   5.1700000         120
131                      76248      1,668,000.00     11,691.72   5.7300000         120






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

4                      9/11/2010                    0 Act/360          0.02080   0 Fee Simple             UBS
7                      11/11/2010                   0 Act/360          0.02080   0 Fee Simple             UBS
8                      10/5/2015                   360 30/360          0.02080   0 Fee Simple             UBS
10                     10/11/2015                 120 Act/360          0.02080   0 Fee Simple             UBS
11                     9/11/2010                    0 Act/360          0.02080   0 Fee Simple             UBS
12                     9/11/2015                    0 Act/360          0.02080   0 Fee Simple/Leasehold   UBS
14                     10/11/2010                   0 Act/360          0.02080   0 Fee Simple/Leasehold   UBS
15                     11/11/2015                 360 Act/360          0.02080   0 Fee Simple             UBS
18                     9/11/2015                  360 Act/360          0.02080   0 Fee Simple             UBS
19                     10/11/2015                 360 Act/360          0.02080   0 Fee Simple             UBS
20                     10/11/2015                   0 Act/360          0.02080   0 Fee Simple             UBS
33                     7/11/2015                    0 Act/360          0.02080   0 Fee Simple             UBS
34                     9/11/2015                  360 Act/360          0.02080   0 Fee Simple             UBS
36                     9/11/2012                  360 Act/360          0.02080   0 Fee Simple             UBS
37                     9/11/2015                  360 Act/360          0.02080   0 Leasehold              UBS
42                     9/11/2015                    0 Act/360          0.02080   0 Fee Simple             UBS
47                     9/11/2015                    0 Act/360          0.02080   0 Fee Simple             UBS
49                     10/11/2015                 360 Act/360          0.02080   0 Fee Simple             UBS
52                     8/11/2015                  360 Act/360          0.02080   0 Fee Simple             UBS
53                     9/11/2015                  360 Act/360          0.02080   0 Fee Simple             UBS
56                     9/11/2015                  360 Act/360          0.02080   0 Fee Simple             UBS
64                     8/11/2010                    0 Act/360          0.02080   0 Fee Simple             UBS
65                     8/11/2015                  360 Act/360          0.02080   0 Fee Simple             UBS
67                     11/11/2015                 360 Act/360          0.02080   0 Fee Simple             UBS
70                     8/11/2015                  360 Act/360          0.02080   0 Fee Simple             UBS
71                     8/11/2010                  300 Act/360          0.02080   0 Fee Simple             UBS
73                     10/11/2015                 360 Act/360          0.02080   0 Fee Simple             UBS
74                     9/11/2015                  360 Act/360          0.02080   0 Fee Simple             UBS
76                     11/11/2012                 360 Act/360          0.02080   0 Fee Simple             UBS
78                     11/11/2012                 360 Act/360          0.02080   0 Fee Simple             UBS
79                     11/11/2015                 300 Act/360          0.02080   0 Fee Simple             UBS
82                     9/11/2015                  360 Act/360          0.02080   0 Fee Simple             UBS
84                     2/11/2016                  360 Act/360          0.02080   0 Leasehold              UBS
85                     9/11/2015                  360 Act/360          0.02080   0 Fee Simple             UBS
86                     10/11/2015                 360 Act/360          0.02080   0 Fee Simple             UBS
87                     8/11/2015                    0 Act/360          0.02080   0 Fee Simple             UBS
89                     11/11/2015                   0 Act/360          0.02080   0 Fee Simple             UBS
100                    8/11/2015                    0 Act/360          0.02080   0 Fee Simple             UBS
102                    10/11/2015                   0 Act/360          0.02080   0 Fee Simple             UBS
103                    8/11/2015                  360 Act/360          0.02080   0 Fee Simple             UBS
106                    9/11/2015                  300 Act/360          0.02080   0 Fee Simple             UBS
109                    9/11/2015                  300 Act/360          0.02080   0 Fee Simple             UBS
110                    10/11/2015                 360 Act/360          0.02080   0 Fee Simple             UBS
111                    10/11/2015                 300 Act/360          0.02080   0 Fee Simple             UBS
113                    10/11/2015                 360 Act/360          0.02080   0 Fee Simple             UBS
115                    10/11/2015                 360 Act/360          0.02080   0 Fee Simple             UBS
126                    9/11/2015                  360 Act/360          0.02080   0 Fee Simple             UBS
131                    10/11/2015                 240 Act/360          0.02080   0 Fee Simple             UBS






MORTGAGE LOAN NUMBER   DEFEASANCE                                         ARD MORTGAGE LOAN   ANTICIPATED REPAYMENT DATE
--------------------   ------------------------------------------------   -----------------   --------------------------

4                      Defeasance                                         N/A                 N/A
7                      Yield Maintenance-Prepayment Penalty               N/A                 N/A
8                      Defeasance                                         N/A                 N/A
10                     Defeasance                                         N/A                 N/A
11                     Defeasance followed by Fix Penalty or Defeasance   N/A                 N/A
12                     Yield Maintenance                                  N/A                 N/A
14                     Defeasance                                         N/A                 N/A
15                     Defeasance                                         N/A                 N/A
18                     Defeasance                                         N/A                 N/A
19                     Defeasance                                         N/A                 N/A
20                     Defeasance                                         N/A                 N/A
33                     Defeasance                                         N/A                 N/A
34                     Defeasance                                         N/A                 N/A
36                     Defeasance                                         N/A                 N/A
37                     Defeasance                                         N/A                 N/A
42                     Defeasance                                         N/A                 N/A
47                     Defeasance                                         N/A                 N/A
49                     Defeasance                                         N/A                 N/A
52                     Defeasance                                         N/A                 N/A
53                     Defeasance                                         N/A                 N/A
56                     Defeasance                                         N/A                 N/A
64                     Yield Maintenance                                  N/A                 N/A
65                     Defeasance                                         N/A                 N/A
67                     Defeasance                                         N/A                 N/A
70                     Defeasance                                         N/A                 N/A
71                     Defeasance                                         N/A                 N/A
73                     Defeasance                                         N/A                 N/A
74                     Defeasance                                         N/A                 N/A
76                     Defeasance                                         N/A                 N/A
78                     Defeasance                                         N/A                 N/A
79                     Defeasance                                         N/A                 N/A
82                     Yield Maintenance                                  N/A                 N/A
84                     Defeasance                                         N/A                 N/A
85                     Yield Maintenance                                  N/A                 N/A
86                     Defeasance                                         N/A                 N/A
87                     Defeasance                                         N/A                 N/A
89                     Defeasance                                         N/A                 N/A
100                    Defeasance                                         N/A                 N/A
102                    Defeasance                                         N/A                 N/A
103                    Defeasance                                         N/A                 N/A
106                    Defeasance                                         N/A                 N/A
109                    Defeasance                                         N/A                 N/A
110                    Defeasance                                         N/A                 N/A
111                    Defeasance                                         N/A                 N/A
113                    Defeasance                                         N/A                 N/A
115                    Defeasance                                         N/A                 N/A
126                    Defeasance                                         N/A                 N/A
131                    Defeasance                                         N/A                 N/A


                                             CREDIT LEASE LOAN
MORTGAGE LOAN NUMBER   ARD SPREAD   (TENANT, GUARANTOR OR RATED PARTY)   CROSS COLLATERALIZED   MORTGAGE LOAN SELLER LOAN ID
--------------------   ----------   ----------------------------------   --------------------   ---------------------------

4                      N/A                                               No                                10991
7                      N/A                                               No                                10817
8                      N/A                                               No                                11022
10                     N/A                                               No                                 UBS6
11                     N/A                                               No                                10883
12                     N/A                                               No                                10792
14                     N/A                                               No                                10992
15                     N/A                                               No                                10989
18                     N/A                                               No                                10943
19                     N/A                                               No                                11018
20                     N/A                                               No                                10979
33                     N/A                                               No                                10888
34                     N/A                                               No                                10890
36                     N/A                                               No                                10881
37                     N/A                                               No                                10927
42                     N/A                                               No                                10905
47                     N/A                                               No                                10928
49                     N/A                                               No                                10939
52                     N/A                                               No                                10962
53                     N/A                                               No                                10825
56                     N/A                                               No                                10876
64                     N/A                                               No                                10719
65                     N/A                                               No                                10956
67                     N/A                                               No                                10856
70                     N/A                                               No                                10963
71                     N/A                                               No                                10871
73                     N/A                                               No                                10941
74                     N/A                                               No                                10997
76                     N/A                                               No                                11008
78                     N/A                                               No                                11009
79                     N/A                                               No                                10877
82                     N/A                                               No                                10935
84                     N/A                                               No                                10968
85                     N/A                                               No                                10934
86                     N/A                                               No                                10998
87                     N/A                                               No                                10970
89                     N/A                                               No                                UBS24
100                    N/A                                               No                                UBS5c
102                    N/A                                               No                                 UBS2
103                    N/A                                               No                                10758
106                    N/A                                               No                                10844
109                    N/A                                               No                                10777
110                    N/A                                               No                                10940
111                    N/A                                               No                                10914
113                    N/A                                               No                                10902
115                    N/A                                               No                                10873
126                    N/A                                               No                                10958
131                    N/A                                               No                                10849






                                    EXHIBIT B

                         REPRESENTATIONS AND WARRANTIES

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

Mortgage Loan Schedule. The information pertaining to such Mortgage Loan set
forth in the Mortgage Loan Schedule was true and correct in all material
respects as of the Cut-off Date.

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

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

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.

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


                                        1



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. A natural person as individual guarantor
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; (C) misapplication or misappropriation of rents
(received after an event of default), insurance proceeds or condemnation awards;
and (D) 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, such entity (or individual) 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.

No Right of Rescission. 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 and, as of the Closing Date, to the actual
knowledge of the Seller, no such claim has been asserted.

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

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) and appurtenances and rights related thereto, 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 fully binding pro forma title policy or title policy


                                        2



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

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

No Material Damage. As of the date of origination of such Mortgage Loan and, to
the actual knowledge of the Seller, as of the Closing Date, there was no pending
proceeding for the total or partial condemnation of any related Mortgaged
Property that materially affects the value thereof and such Mortgaged Property
is free of material damage. Except for certain amounts not greater than amounts
which would be considered prudent by an institutional commercial mortgage lender
with respect to a similar mortgage loan and which are set forth in the related
Mortgage or other loan documents relating


                                        3



to such Mortgage Loan, (and subject to any rights of the lessor under any
related Ground Lease) the related Mortgage Loan documents provide that any
condemnation awards will be applied (or, at the discretion of the mortgagee,
will be applied) to either the repair or restoration of all or part of the
related Mortgaged Property or the reduction of the outstanding principal balance
of such Mortgage Loan.

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

Property Insurance. As of the date of its origination and, to the Seller's
actual knowledge, as of the Cut-off Date, all insurance required under each
related Mortgage (except where an investment grade tenant, or one or more
tenants which in the aggregate do not represent more than 10% of the net
operating income with respect to the entire related Mortgaged Property, is or
are 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) and, if applicable, the related hazard
insurance policies or certificates of insurance contain appropriate endorsements
to avoid application of co-insurance, (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


                                        4



Mortgage Loan if the above-described insurance coverage is not maintained by the
related Mortgagor (except where an investment grade tenant, or one or more
tenants which in the aggregate do not represent more than 10% of the net
operating income with respect to the entire related Mortgaged Property, is or
are permitted to insure or self-insure under a lease) and the related loan
documents provide (in either a general cost and expense recovery provision or a
specific provision with respect to recovery of insurance costs and expenses)
that any reasonable out-of-pocket costs and expenses incurred by the mortgagee
in connection with such default in obtaining such insurance coverage may be
recovered from the related Mortgagor; the related Evidence of Property Insurance
and certificate of liability insurance (which may be in the form of an Acord 27
or an Acord 25, respectively), or forms substantially similar thereto, provide
that the related insurance policy may not be terminated or reduced without at
least 10 days prior notice to the mortgagee and (other than those limited to
liability protection) name the mortgagee and its successors as loss payee; no
notice of termination or cancellation with respect to any such insurance policy
has been received by the Seller or, to the actual knowledge of the Seller, by
any prior mortgagee under such Mortgage Loan (other than, with respect to a
related Mortgaged Property located in New York and Florida, a prior mortgagee
unaffiliated with the Seller from whom the Seller has taken the related Mortgage
Note and Mortgage by assignment and has amended and restated such Mortgage Note
and Mortgage); 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 I-xii attached hereto is true and correct in all material
respects.

No Material Defaults. Other than payments due but not yet 30 days or more
delinquent, there is (A) no material default, breach, violation or event of
acceleration existing under the related Mortgage Note, the related Mortgage or
other loan documents relating to such Mortgage Loan, and (B), to the knowledge
of the Seller as of the Closing Date, no event which, with the passage of time
or with notice and the


                                        5



expiration of any grace or cure period, would constitute a material default,
breach, violation or event of acceleration under any of such documents;
provided, however, that this representation and warranty does not cover any
default, breach, violation or event of acceleration (A) that specifically
pertains to or arises out of the subject matter otherwise covered by any other
representation and warranty made by the Seller in this Exhibit B or (B) with
respect to which: (1) the Seller has no actual knowledge as of the Closing Date
and (2) written notice of the discovery thereof is not delivered to the Seller
by the Trustee or the Master Servicer on or prior to the date occurring twelve
months after the Closing Date. Neither the Seller nor any prior holder of such
Mortgage Loan (other than, with respect to a related Mortgaged Property located
in New York and Florida, a prior holder unaffiliated with the Seller from whom
the Seller has taken the related Mortgage Note and Mortgage by assignment and
has amended and restated such Mortgage Note and Mortgage) 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.

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.

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).

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).

Qualified Mortgage. Such Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code. Accordingly, either as of the date of
origination or the Closing Date, the fair market value of the real property
securing such Mortgage Loan was not less than 80% of the "adjusted issue price"
(within the meaning of the REMIC Provisions) of such Mortgage Loan. For purposes
of the preceding sentence, the fair market value of the real property securing
such Mortgage Loan was first reduced by the amount of any lien on such real
property that is senior to the lien that secures such Mortgage Loan, and was
further reduced by a proportionate amount of any lien that is on a parity with
the lien that secures such Mortgage Loan. No action that occurs by operation of
the terms of such Mortgage Loan would cause such Mortgage Loan to cease to be a
"qualified mortgage" and such Mortgage Loan does not permit the release or
substitution of collateral if such release or substitution (A) would constitute
a "significant modification" of such Mortgage Loan within the meaning of
Treasury regulations section 860G-2(b), (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


                                        6



such Mortgage Loan, would constitute "foreclosure property" within the meaning
of Section 860G(a)(8) of the Code.

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).

Environmental Conditions. One or more environmental site assessments (or updates
thereof) in each instance meeting American Society of Testing and Materials
requirements were performed by an environmental consulting firm independent of
the Seller and the Seller's Affiliates with respect to each related Mortgaged
Property during the 12-month period preceding the Cut-off Date, and the Seller,
having made no independent inquiry other than to review the report(s) prepared
in connection with the assessment(s) 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); none of the 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 set forth on Schedule I (which
Mortgagor or other responsible party has been reasonably determined by the
Seller to have the creditworthiness to do so (such determination by the Seller
to be based on review of (i) the financial statements provided to the Seller by
the Mortgagor or other responsible party, as applicable, and (ii) the reasonable
cost of remediation of the circumstances or conditions that are in violation of
the applicable environmental laws as set forth in the applicable environmental
report)) 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 Mortgage Loan with an original
     principal balance equal to or greater than $15,000,000 contains an
     exclusion for "diminution of value" of the related Mortgaged Property)
     paid, suffered or incurred by such mortgagee resulting from such
     Mortgagor's material violation of any environmental law or a material
     breach of the environmental representations and warranties or covenants
     given by the related Mortgagor in connection with such Mortgage Loan or (B)
     environmental insurance has been obtained. If such Mortgage Loan is a
     Mortgage Loan as to which neither a natural person has provided the
     indemnity set forth above nor environmental insurance has been obtained,
     such Mortgage Loan is set forth on Schedule I.


                                        7



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

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.

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

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.

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.

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.

Due-on-Encumbrance. Each Mortgage Loan contains provisions for the acceleration
of the payment of the unpaid principal balance of such Mortgage Loan if, without
the prior written consent of the mortgagee or Rating Agency confirmation that an
Adverse Rating Event with respect to any Class of Certificates would not occur,
any related Mortgaged Property or any direct controlling interest in the
Mortgagor is directly encumbered in connection with subordinate financing; and
except in the case of a Trust Mortgage Loan that is part of a Loan Combination
(for which such consent has been granted with respect to the other mortgage
loan(s) in such Loan Combination), and except for the respective Mortgage Loans
secured by the Mortgaged Properties listed on Schedule I (for which such consent
has been granted with respect to mezzanine debt), no such consent has been
granted by the Seller. To the Seller's knowledge, no related Mortgaged Property
is encumbered in connection with subordinate financing (except that each
Mortgaged Property securing a 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 I, certain
direct controlling equity holders in the related Mortgagor are known to the
Seller to have incurred debt secured by their ownership interest in the related
Mortgagor.


                                        8



Due-on-Sale. Except with respect to transfers of certain non-controlling and/or
minority interests in the related Mortgagor as specified in the related Mortgage
or with respect to transfers of interests in the related Mortgagor between
immediate family members and with respect to transfers by devise, by descent or
by operation of law or otherwise upon the death or incapacity of a person having
an interest in the related Mortgagor, each Mortgage Loan contains either (A)
provisions for the acceleration of the payment of the unpaid principal balance
of such Mortgage Loan if any related Mortgaged Property or interest therein is
directly or indirectly transferred or sold without the prior written consent of
the mortgagee or rating agency confirmation, or (B) provisions for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if any related Mortgaged Property or interest therein is directly or
indirectly transferred or sold without the related Mortgagor having satisfied
certain conditions specified in the related Mortgage with respect to permitted
transfers (which conditions are consistent with the practices of prudent
commercial mortgage lenders (as defined below)). The Mortgage (under either
specific or general expense provisions) requires the Mortgagor to pay all
reasonable fees and expenses associated with securing the consent or approval of
the holder of the Mortgage for all actions involving the transfer of interest in
such Mortgagor requiring such consent or approval under the Mortgage.

Mortgagor Concentration. Except in the case of the Mortgage Loans listed on
Schedule I (xxvii), such Mortgage Loan, together with any other Mortgage Loan
made to the same Mortgagor or to an Affiliate of such Mortgagor, does not
represent more than 5% of the Initial Pool Balance.

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. Schedule I identifies each Mortgage Loan (if any)
as to which, since the latest date any related due diligence materials were
delivered to Anthracite Capital, Inc. (or its designee), there has been (in
writing) given, made or consented to a material alteration, material
modification or assumption of the terms of the related Mortgage Note,
Mortgage(s) or any related loan agreement and/or lock-box agreement and/or as to
which, since such date, there has been (in writing) a waiver other than as
related to routine operational matters or minor covenants.

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.

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) 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 (D) with respect to mortgage loans listed on Schedule I-xxx,
the satisfaction of certain


                                        9



underwriting and legal requirements which the Seller required in the origination
of comparable mortgage loans.

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
prudent commercial mortgage lenders (as defined below) with respect to the
foregoing matters; the Seller has received no notice of any material violation
of, to the extent is has not been grandfathered under, any applicable laws,
zoning ordinances, rules, covenants or restrictions affecting the construction,
occupancy, use or operation of the related Mortgaged Property (unless
affirmatively covered by the title insurance referred to in paragraph (xi) above
(or an endorsement thereto)); to the Seller's knowledge (based on surveys,
opinions, letters from municipalities and/or title insurance obtained in
connection with the origination of such Mortgage Loan), no improvement that was
included for the purpose of determining the appraised value of the related
Mortgaged Property at the time of origination of such Mortgage Loan lay outside
the boundaries and building restriction lines of such property, in effect at the
time of origination of such Mortgage Loan, to an extent which would have a
material adverse affect on the related Mortgagor's use and operation of such
Mortgaged Property (unless grandfathered with respect thereto or affirmatively
covered by the title insurance referred to in paragraph (xi) above (or an
endorsement thereto)), and no improvements on adjoining properties encroached
upon such Mortgaged Property to any material extent. For purposes of this
paragraph, a Mortgaged Property shall be deemed "grandfathered" with respect to
any laws, zoning ordinances, rules, covenants or restrictions affecting the
construction, occupancy, use or operation of the related Mortgaged Property, if
and to the extent that any of the construction, occupancy, use and operation of
such Mortgaged Property: (A) conformed in all material respects with such laws,
zoning ordinances, rules, covenants and restrictions affecting the improvements
on the related Mortgaged Property at the time the improvements on the related
Mortgaged Property were initially constructed or put into operation; and/or (B)
was not addressed or otherwise prohibited by any such laws, zoning ordinances,
rules, covenants and restrictions affecting the related Mortgaged Property at
the time the improvements on the related Mortgaged Property were initially
constructed or put into operation.

Property Financial Statements. The related Mortgagor has covenanted in the
related Mortgage Loan documents to deliver to the mortgagee annual operating
statements, rent rolls and related information of each related Mortgaged
Property and annual financial statements. If such Mortgage Loan had an original
principal balance greater than $15 million, the related Mortgagor has covenanted
to provide such operating statements, rent rolls and related information on a
quarterly basis. If such Mortgage Loan has an original principal balance equal
to or greater than $20 million, the related Mortgagor, if it obtains an audited
financial statement, is required to provide a copy thereof to the holder of such
Mortgage Loan at the related mortgagee's request.

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, 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


                                       10



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 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.

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

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

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.

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 and any such fees and expenses are the
obligation of the Mortgagor under the terms of the Mortgage.

Cross-Collateralization. The related Mortgaged Property is not, to the Seller's
knowledge, collateral or security for any mortgage loan that is not in the Trust
Fund and, if such Mortgage Loan is cross-collateralized, it is
cross-collateralized only with other Mortgage Loans in the Trust Fund, except
that a Trust Mortgage Loan that is part of a Loan Combination is secured by one
or more Mortgaged Properties that also secure the related Non-Trust Mortgage
Loan(s). The security interest/lien on each material item of collateral for such
Mortgage Loan has been assigned to the Trustee.


                                       11



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.

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

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

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

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

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

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


                                       12



                    to the Trustee without the consent of the lessor thereunder
                    (or, if any such consent is required, it has been obtained
                    prior to the Closing Date) and, in the event that it is so
                    assigned, is further assignable by the Trustee and its
                    successors without a need to obtain the consent of such
                    lessor (or, if any such consent is required, it has been
                    obtained prior to the Closing Date or may not be
                    unreasonably withheld);

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

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

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

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

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

               (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;


                                       13



               (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.

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.

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


                                       14



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.

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

Primary Servicing Rights. No Person has been granted or conveyed the right to
primary service such Mortgage Loan or receive any consideration in connection
therewith except (A) as contemplated in 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, in its capacity as a primary servicer, or (C)
as has been terminated.

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

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 seventh day, the tenth day or the eleventh day of each month.

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


                                       15



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.

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

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

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

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.

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

ARD Mortgage Loan. If such Mortgage Loan is an ARD Mortgage Loan, then:

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

               (O)  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;

               (P)  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

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


                                       16



                    Repayment Date.

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.

          For purposes of the foregoing representations and warranties, the
phrases "to the knowledge of the Seller" or "to the Seller's knowledge" shall
mean, except where otherwise expressly set forth above, the actual state of
knowledge of the Seller at the time of the origination of the particular
Mortgage Loan regarding the matters referred to, in each case after having
conducted such inquiry and due diligence into such matters as is customarily
performed by the Seller in connection with such matters with respect to the
origination by Seller of multifamily or commercial (as applicable) mortgage
loans intended for securitization, and the phrases "to the actual knowledge of
the Seller" or "to the Seller's actual knowledge" shall mean, except where
otherwise expressly set forth above, the actual state of the Seller's knowledge,
at the time of the origination of the particular Mortgage Loan regarding the
matters referred to, in each case without any express or implied obligation to
make any inquiry or conduct any due diligence.

          For purposes of the foregoing representations and warranties, the
phrases "would be considered prudent by an institutional commercial mortgage
lender" or "consistent with the practices of prudent commercial mortgage
lenders" or "customarily performed by prudent commercial mortgage lenders" or
"would not be viewed as commercially unreasonable by a prudent commercial
mortgage lender" and/or other references to "prudent commercial mortgage
lender(s)" shall, in each case, mean the subject action, inaction,
consideration, determination, or lending practice would be reasonably consistent
with the practices or procedures commonly followed (at the time the subject
action, inaction, consideration, determination, or lending practice occurred) by
commercial mortgage lenders originating fixed-rate mortgage loans for
securitization similar to the Mortgage Loans, which practices or procedures, in
each case, would be commonly applicable at such time taking into account the
facts, circumstances and characteristics of the subject Mortgage Loan.


                                       17



                                   SCHEDULE I

                                 LB-UBS 2005-C7

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES



------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
     NO.           REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

      10                 (v)           Station Place I                  The guarantor is not a natural person. There is no recourse
                                                                        to the guarantor (only to the borrower) for fraud,
                Loan Document Status                                    misrepresentation and environmental matters.
------------------------------------------------------------------------------------------------------------------------------------

      8                  (v)           Cherryvale Mall                  There is no recourse guarantor.

                Loan Document Status
------------------------------------------------------------------------------------------------------------------------------------

     68                  (v)           Lowe's Home Improvement Center   Duane Lund and the Geneva Organization executed guaranties
                                                                        containing standard recourse carve-outs and for a breach of
                Loan Document Status                                    the waiver of the right of partition contained in the tenant
                                                                        in common agreement. Each of the tenant in common investors
                                                                        executed a guaranty which makes them liable for loss, costs
                                                                        and damage as a result of: (a) fraud or material
                                                                        misrepresentation or failure to disclose a material fact;
                                                                        (b) gross negligence or willful misconduct; or (c) failure
                                                                        to maintain their status as single purpose entities, as
                                                                        required by the related loan documents. Additionally these
                                                                        guaranties contain the recourse carve-outs for: (a) failure
                                                                        to maintain certain special purpose entity covenants; (b)
                                                                        failure to obtain lender's prior written consent to any
                                                                        subordinate financing or other voluntary lien encumbering
                                                                        the property; (c) failure to obtain lender's prior written
                                                                        consent to any assignment, transfer, or conveyance of the
                                                                        property or any interest therein as required by the related
                                                                        mortgage; (d) filing, consenting to or acquiescing to
                                                                        various bankruptcy or insolvency actions (e)
------------------------------------------------------------------------------------------------------------------------------------



                                     Sch I-1





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
     NO.           REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

                                                                        assertion of a defense against lender which the court in
                                                                        such action or proceeding determines is without merit; or
                                                                        (f) breach of the waiver of the right of partition.
------------------------------------------------------------------------------------------------------------------------------------

      12                 (v)           Sarasota Main Plaza              Liability with respect to the misrepresentation carve-out is
                                                                        capped at $5,000,000.
                 Loan Document Status
------------------------------------------------------------------------------------------------------------------------------------

      56                 (v)           Fleming, Highland and Eastway    The loan is fully recourse until the later to occur of (i)
                                       Apartments                       September 20, 2007 and (ii) the satisfaction and release
    (A-C)       Loan Document Status                                    (and proper recordation of same) of that certain mortgage
                                                                        affecting the Eastway Manor property made by Alan Goldstein
                                                                        to Hubert Orioli, Laverne Graning, John Nothnagle, Peter
                                                                        Ereg and Gregory Bitz in the principal amount of $210,600.
------------------------------------------------------------------------------------------------------------------------------------

 101, 103, 90            (v)           Eckerd - Southern Pines          There is no carve-out guarantor.

                Loan Document Status   Walgreens - Dallas

                                       Walgreens - Anderson
------------------------------------------------------------------------------------------------------------------------------------

     114                 (v)           Bayonne Mobile Home Park         Guarantors executed a full payment guaranty of the Loan,
                                                                        which terminates when the borrower provides lender with (i)
                Loan Document Status                                    certificates of authority to do business in New Jersey and
                                                                        (ii) all permits, licenses and certificates required to
                                                                        operate a mobile home park in Bayonne, NJ in the borrowers'
                                                                        name.
------------------------------------------------------------------------------------------------------------------------------------



                                     Sch I-2





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
     NO.           REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

      19                 (v)           1155 Market Street               The loan is full recourse and fully guaranteed by the
                                                                        principal.
                Loan Document Status
------------------------------------------------------------------------------------------------------------------------------------

      7                  (v)           Bethesda Towers                  The carve-out guarantor is not an individual. If such
                                                                        company's net worth falls below $15,000,000, there is
                Loan Document Status                                    springing liability under a conditional guaranty delivered
                                                                        by Lloyd W. Moore. The company's and Moore's personal
                                                                        liabilities will then be concurrent until the company's net
                                                                        worth returns to $15,000,000.
------------------------------------------------------------------------------------------------------------------------------------

     111                 (v)           Riverside Plaza                  The loan is full recourse.

                Loan Document Status
------------------------------------------------------------------------------------------------------------------------------------

      53                 (v)           GRM San Francisco                The loan is full recourse.

                Loan Document Status
------------------------------------------------------------------------------------------------------------------------------------

      80                 (v)           Phoenix Building                 The loan is full recourse.

                Loan Document Status
------------------------------------------------------------------------------------------------------------------------------------

      33                 (v)           Sunchase at Longwood             The loan is full recourse until net operating income, on a
                                                                        trailing 12-month basis, is at least $1,150,000.
                Loan Document Status
------------------------------------------------------------------------------------------------------------------------------------

     110                 (v)           RV Ranch and Stor-More           The loan is full recourse until the borrower achieves a debt
                                                                        service coverage ratio of at least 1.35x, on a trailing 24
    (A-B)       Loan Document Status                                    month basis.
------------------------------------------------------------------------------------------------------------------------------------

     127                 (v)           Alegra Palms Apartments          The loan is full recourse.

                Loan Document Status
------------------------------------------------------------------------------------------------------------------------------------

     N/A                 (v)           All Properties                   With respect to the non-recourse carve-out
------------------------------------------------------------------------------------------------------------------------------------



                                     Sch I-3





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
     NO.           REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

                Loan Document Status                                    guarantee concerning fraud, certain of the guarantors have
                                                                        only agreed to be liable in connection with and to the
                                                                        extent of any material fraud or material intentional fraud
                                                                        or material misrepresentations or material intentional
                                                                        misrepresentation by the related Mortgagor.

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

      56               (viii)          Fleming, Highland and Eastway    There is a prior mortgage on the Eastway Manor property. The
                                       Apartments                       borrower has indicated that the mortgage was satisfied,
    (A-C)            First Lien                                         however no release or satisfaction was ever recorded.
                                                                        Mortgagor must obtain the release and satisfaction of the
                                                                        mortgage within one year of the date of closing. If the
                                                                        mortgagor fails to obtain such release within 90 days of the
                                                                        date of closing, the interest rate increases by 0.25%. If
                                                                        the mortgagor fails to obtain such release within one year
                                                                        of the date of closing, the mortgagee has the right to
                                                                        declare such failure an event of default, and accelerate the
                                                                        maturity date to October 11, 2006. The loan is fully
                                                                        recourse to Robert Morgan and Richard Chiarenza until such
                                                                        release is obtained. Additionally, at closing, the mortgagor
                                                                        deposited $210,000 in escrow with the lender to be held
                                                                        until the release of such mortgage. If such release is not
                                                                        obtained within one year from the date of closing, the
                                                                        lender may use such money to obtain a release and the
                                                                        mortgagor shall reimburse lender for all costs and expenses
                                                                        incurred by such action.
------------------------------------------------------------------------------------------------------------------------------------

      7                (viii)          Bethesda Towers                  The mortgage loan is structured as an
------------------------------------------------------------------------------------------------------------------------------------



                                     Sch I-4





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
     NO.           REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

                                                                        indemnity deed of trust.
                     First Lien
------------------------------------------------------------------------------------------------------------------------------------

                                                                        The Community Redevelopment Agency of the City of Margate,
      88                (xi)           CVS - Margate                    Florida, gave a $100,000 grant to the borrower for
                                                                        beautification purposes, which sum is required to be
                   Title Insurance                                      returned in the event that, prior to December 1, 2008, the
                                                                        borrower (i) changes the appearance of the structure
                                                                        enhanced by the grant without prior consent and/or (ii)
                                                                        fails to comply with all applicable city and county laws and
                                                                        is subsequently fined therefor. The borrower and the
                                                                        guarantors provided the lender an indemnity with respect to
                                                                        this matter.

                                                                        Approximately 6 feet of the parking area located on the
                                                                        western portion of the CVS parcel is subject to a revocable
                                                                        license recorded in the official records of Broward County.
                                                                        Under such license, Broward County may terminate the
                                                                        borrower's use of such space at any time. In the event that
                                                                        the County terminates such license, borrower must promptly
                                                                        make all improvements necessary to restore any portion of
                                                                        the parking areas lost due to such termination and make all
                                                                        alterations necessary to the landscaping areas of the
                                                                        property so that the re-constituted parking areas comply
                                                                        with all applicable laws and certain lease provisions.
------------------------------------------------------------------------------------------------------------------------------------



                                     Sch I-5





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
     NO.           REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

      56                (xi)           Fleming, Highland and Eastway    The Mortgaged Property is covered by a lender's title
                                       Apartments                       insurance policy that insures that the mortgage is a valid
                                                                        first lien on such Mortgaged Property.
    (A-C)          Title Insurance

                                                                        There is, however, a prior mortgage on the Eastway Manor
                                                                        property. The borrower has indicated that the mortgage was
                                                                        satisfied, however no release or satisfaction was ever
                                                                        recorded. Mortgagor must obtain the release and satisfaction
                                                                        of the mortgage within one year of the date of closing. If
                                                                        the mortgagor fails to obtain such release within 90 days of
                                                                        the date of closing, the interest rate increases by 0.25%.
                                                                        If the mortgagor fails to obtain such release within one
                                                                        year of the date of closing, the mortgagee has the right to
                                                                        declare such failure an event of default, and accelerate the
                                                                        maturity date to October 11, 2006. The loan is fully
                                                                        recourse to Robert Morgan and Richard Chiarenza until such
                                                                        release is obtained. Additionally, at closing, the mortgagor
                                                                        deposited $210,000 in escrow with the lender to be held
                                                                        until the release of such mortgage. If such release is not
                                                                        obtained within one year from the date of closing, the
                                                                        lender may use such money to obtain a release and the
                                                                        mortgagor shall reimburse lender for all costs and expenses
                                                                        incurred by such action.
------------------------------------------------------------------------------------------------------------------------------------

      56                (xi)           Fleming, Highland and Eastway    The property consists of 3 lots that are not contiguous.
                                       Apartments
    (A-C)          Title Insurance
------------------------------------------------------------------------------------------------------------------------------------

      56                 (xii)         Fleming, Highland and Eastway    So long as the borrower is obtaining policies from
                                       Apartments                       Harleysville Group Insurance, then a claims paying ability
     (A-C)        Property Insurance                                    rating of at least A-:XI from A.M. Best Company or BBB- or
                                                                        better from Standard & Poor's Rating Services is acceptable,
                                                                        however, the loan is recourse to the guarantors to the
                                                                        extent that (1) the insurance proceeds for any casualty are
------------------------------------------------------------------------------------------------------------------------------------



                                     Sch I-6





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
     NO.           REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

                                                                        insufficient to fully restore the Mortgaged Property and (2)
                                                                        the insurance maintained by the borrower does not insure,
                                                                        pay or otherwise cover any claims against the borrower or
                                                                        the Mortgaged Property for which the borrower is required to
                                                                        maintain insurance.
------------------------------------------------------------------------------------------------------------------------------------

 101, 103, 90           (xii)          Eckerd - Southern Pines          Under the lease and loan documents, the tenant is
                                                                        responsible for providing insurance. The lease provides that
                 Property Insurance    Walgreens - Dallas               the tenant may self-insure, in part, in lieu of separate
                                                                        general liability insurance. In the event that the tenant is
                                       Walgreens - Anderson             self-insuring and the risk and senior unsecured debt rating
                                                                        of the tenant fall below "BBB-" by Standard & Poor's Ratings
                                                                        Services (or the equivalent of such rating by Moody's), the
                                                                        borrower will be required to provide all insurance required
                                                                        under the mortgage. In addition, in the event the insurance
                                                                        policies maintained by the tenant under the lease fail to
                                                                        name the lender as an additional insured or lender, the
                                                                        borrower must maintain such insurance policies, regardless
                                                                        of whether such insurance is maintained by the tenant.
------------------------------------------------------------------------------------------------------------------------------------

      68                (xii)          Lowe's Home Improvement Center   The borrower is required to maintain certain rental
                                                                        loss/business income interruption insurance and maintain or
                 Property Insurance                                     cause Lowe's to maintain certain insurance. If the insurance
                                                                        policies maintained by the tenant under the Lowe's lease do
                                                                        not fully comply with the requirements set forth in the loan
                                                                        documents, then the borrower is required to immediately
                                                                        procure and maintain, in "concurrent form" with the policies
                                                                        obtained pursuant to the Lowe's lease, over and above any
                                                                        other valid and collectible coverage then in existence, as
                                                                        shall be necessary to bring the insurance coverage for the
                                                                        entire property into full compliance with all of the terms
                                                                        and conditions of the relevant sections of the loan
                                                                        documents.
------------------------------------------------------------------------------------------------------------------------------------



                                     Sch I-7





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
     NO.           REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

                                                                        Lowes may self insure, however, at any time that the senior
                                                                        unsecured debt rating of Lowe's falls below "BBB+" by
                                                                        Standard & Poor's ratings Services, a division of the
                                                                        McGraw-Hill Companies, Inc. (or the equivalent of such
                                                                        rating by Moody's) and Lowe's is self-insuring, the borrower
                                                                        is required to obtain all insurance as required by the loan
                                                                        documents. In addition, if, at any time the insurance
                                                                        policies maintained by the tenant fail to name lender as an
                                                                        additional insured or lender, the borrower shall maintain
                                                                        such insurance policies, regardless of whether such
                                                                        insurance is maintained by the tenant.
------------------------------------------------------------------------------------------------------------------------------------

      88                (xii)          CVS - Margate                    The tenant under the CVS lease and the tenant under the
                                                                        BankAtlantic lease carry insurance. The borrower and
                 Property Insurance                                     guarantors indemnify the lender for any losses suffered if,
                                                                        following a casualty resulting from a terrorist act, either:
                                                                        (i) the tenant under the CVS lease fails to restore the
                                                                        demised premises in accordance with the provisions of the
                                                                        lease, or (ii) if insurance proceeds are not paid to the
                                                                        lender.
------------------------------------------------------------------------------------------------------------------------------------

      8                 (xii)          Cherryvale Mall                  Insurance providers are allowed to be rated below BBB+ but
                                                                        in no event less than BBB-.
                 Property Insurance
------------------------------------------------------------------------------------------------------------------------------------



                                     Sch I-8





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
     NO.           REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

     110                (xii)          RV Ranch and Stor-More           Business interruption and rental loss on the RV Ranch is for
                                                                        a period of 6 months with co-insurance. The borrower has
    (A-B)        Property Insurance                                     guaranteed 6 months debt service, operating expenses and
                                                                        escrows and any loss for co-insurance coverage. The
                                                                        insurance carrier, Arch Insurance Company, is approved as
                                                                        long as it has a minimum rating of A-:XV. The casualty
                                                                        policy for RV Ranch need not contain a waiver of
                                                                        co-insurance, however in such case insurance must be for
                                                                        100% of the replacement cost of the improvements and the key
                                                                        principal has guaranteed all loss, costs or damages
                                                                        resulting from the fact that a waiver of co-insurance was
                                                                        not obtained. Flood insurance on the RV Ranch parcel is for
                                                                        $250,000, not the full amount of the loan, due to the fact
                                                                        that only the club house is in the flood zone.
------------------------------------------------------------------------------------------------------------------------------------

     132                (xii)          Golden Triangle Mobile Home      There are no improvements on the lots that belong to the
                                       Park                             borrower, only manufactured housing that belongs to the
                 Property Insurance                                     occupants. The borrower is not required to insure occupant
                                                                        improvements. The deed of trust requires the borrower to
                                                                        cause the homeowner's association to insure the common area
                                                                        improvements and to restore the same in the event of a
                                                                        casualty. The borrower controls the Homeowner's Association.
                                                                        If the borrower does build improvements on the property then
                                                                        insurance is required. There is no flood insurance for
                                                                        improvements as there are no improvements belonging to the
                                                                        borrower on the property. The loan is recourse to the
                                                                        borrower for an amount equal to what would be the proceeds
                                                                        of business interruption insurance if the borrower had
                                                                        carried business interruption insurance with respect to
                                                                        flood.
------------------------------------------------------------------------------------------------------------------------------------

      56                (xii)          Fleming, Highland and Eastway    The insurance carrier is rated BBB-.
                                       Apartments
------------------------------------------------------------------------------------------------------------------------------------



                                     Sch I-9





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
     NO.           REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

     (A-C)       Property Insurance
------------------------------------------------------------------------------------------------------------------------------------

      77                (xii)          Turtle Bay                       The borrower is not required to insure occupant
                                                                        improvements. A portion of the property is located in a
                 Property Insurance                                     flood zone but there is no flood insurance because the
                                                                        borrower owns no improvements on that portion of the
                                                                        mortgaged property. The loan is recourse to the borrower for
                                                                        an amount equal to what would be the proceeds of business
                                                                        interruption insurance if the borrower had carried business
                                                                        interruption insurance with respect to flood.
------------------------------------------------------------------------------------------------------------------------------------

    79, 77              (xii)          Lakes Estates                    The insurance carrier is rated BBB. No terrorism insurance
                                                                        is required or in place.
                 Property Insurance    Turtle Bay
------------------------------------------------------------------------------------------------------------------------------------

      79                (xii)          Lakes Estates                    The borrower is not required to insure occupant
                                                                        improvements. A portion of the property is located in a
                 Property Insurance                                     flood zone but there is no flood insurance because the
                                                                        borrower owns no improvements on that portion of the
                                                                        mortgaged property. The loan is recourse to the borrower for
                                                                        an amount equal to what would be the proceeds of business
                                                                        interruption insurance if the borrower had carried business
                                                                        interruption insurance with respect to flood.
------------------------------------------------------------------------------------------------------------------------------------

    103, 90             (xii)          Walgreens - Dallas               Walgreens self-insures.

                 Property Insurance    Walgreens - Anderson
------------------------------------------------------------------------------------------------------------------------------------

 49, 74, 110,           (xii)          All Mobile Home Park and RV      With respect to mobile home park and rv park properties,
112, 114, 132                          Park Properties                  there is generally a lack of insurable improvements.
                 Property Insurance                                     Therefore, casualty insurance is typically minimal (or
                                                                        nonexistent in some cases).
------------------------------------------------------------------------------------------------------------------------------------

     N/A                (xii)          All Properties                   With respect to certain mortgage loans, the
------------------------------------------------------------------------------------------------------------------------------------



                                    Sch I-10





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
     NO.           REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

                                                                        lender accepted comprehensive liability insurance in an
                                                                        Property Insurance amount less than that required by the
                                                                        loan documents, provided, that this exception does not apply
                                                                        to the Reckson Portfolio I Mortgage Loan, the Bethesda
                                                                        Towers Mortgage Loan, the Cherryvale Mall Mortgage Loan, the
                                                                        Station Place I Mortgage Loan or the Reckson Portfolio II
                                                                        Mortgage Loan, provided further, however, that all the
                                                                        mortgage loans provide a primary general liability policy of
                                                                        at least $1,000,000 per occurrence with $2,000,000 in the
                                                                        aggregate.
------------------------------------------------------------------------------------------------------------------------------------

      10                (xvi)          Station Place I                  Future mezzanine debt is permitted subject to the conditions
                                                                        set forth in the loan documents.
                  Subordinate Debt
------------------------------------------------------------------------------------------------------------------------------------

 4 (A-I), 14            (xvi)          Reckson Portfolio Pool I         Future mezzanine debt is permitted subject to the conditions
    (A-C)                                                               set forth in the loan documents.
                  Subordinate Debt     Reckson Portfolio Pool II
------------------------------------------------------------------------------------------------------------------------------------

     N/A               (xvi)           All Properties                   The loan documents allow the borrower to incur certain trade
                                                                        payables and equipment financing up to a predetermined
                  Subordinate Debt                                      amount, which is generally less than or equal to 5% of the
                                                                        loan amount.
------------------------------------------------------------------------------------------------------------------------------------

     101                (xix)          Eckerd - Southern Pines          No natural person or guarantor has provided an environmental
                                                                        indemnity; only Mortgagor executed the aforementioned
                    Environmental                                       agreement.
                     Conditions
------------------------------------------------------------------------------------------------------------------------------------



                                    Sch I-11





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
     NO.           REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

 4 (A-I), 14           (xix)           Reckson Portfolio Pool I         With respect to 225 High Ridge Road, soil and groundwater
    (A-C)                                                               contamination was identified at the property in connection
                   Environmental       Reckson Portfolio Pool II        with a heating oil UST, which was removed from the property
                     Conditions                                         in 1988 (prior to the construction of the current
                                                                        improvements), and the prior owner's use of chlorinated
                                                                        organic solvents for metalwork conducted at the property.
                                                                        Approximately 11,000 cubic yards of impacted soil was
                                                                        removed from the property by the former owner of the
                                                                        property, CBS Technologies. CBS Technologies also conducted
                                                                        site investigations under a Consent Order entered into with
                                                                        the Connecticut Department of Environmental Protection in
                                                                        1988, which Consent Order names CBS Technologies as the
                                                                        responsible party with respect to these matters. In
                                                                        addition, a groundwater recovery and treatment system was
                                                                        implemented in 1990 under the Consent Order, which is
                                                                        currently operated and maintained by CBS Technologies.
                                                                        According to the Phase I consultant, recent subsurface
                                                                        investigations conducted in 2005 identified that although a
                                                                        majority of the impacted soil was removed from the property,
                                                                        a small area is contaminated with extractable total
                                                                        petroleum hydrocarbons. The Phase I consultant recommended
                                                                        no further investigation at this time, but recommended that
                                                                        the former owner's environmental consultant be given access
                                                                        to the property to perform necessary testing and remediation
                                                                        in order to obtain regulatory closure with respect to the
                                                                        property. The borrower has obtained environmental insurance
                                                                        with respect to this matter. There can be no assurance that
                                                                        all contamination will be remedied, that CBS Technologies
                                                                        will continue to perform and pay for the required
                                                                        remediation work or that the environmental insurance policy
                                                                        will
------------------------------------------------------------------------------------------------------------------------------------



                                    Sch I-12





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
     NO.           REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

                                                                        be sufficient to cover all potential liability to the
                                                                        borrower with respect to this matter.
------------------------------------------------------------------------------------------------------------------------------------

     103                 (xix)         Walgreens - Dallas               No natural person or guarantor has provided an environmental
                                                                        indemnity; only Mortgagor executed the aforementioned
                    Environmental                                       agreement.
                     Conditions
------------------------------------------------------------------------------------------------------------------------------------

     N/A                (xxv)          All Properties                   The loan documents allow the borrower to incur certain trade
                                                                        payables and equipment financing up to a predetermined
                 Due-on-Encumbrance                                     amount, which is generally less than or equal to 5% of the
                                                                        loan amount.
------------------------------------------------------------------------------------------------------------------------------------

 4 (A-I), 14           (xxvi)          Reckson Portfolio Pool I         A permitted change of control with respect to Australian
   (A-C)                                                                Property Trust occurred.
                     Due-on-Sale       Reckson Portfolio Pool II
------------------------------------------------------------------------------------------------------------------------------------

     116               (xxvi)          67 North Main Street             Transfers among the three existing principals in excess of
                                                                        49% are permitted.
                     Due-on-Sale
------------------------------------------------------------------------------------------------------------------------------------

      7                (xxvi)          Bethesda Towers                  Permitted transfer, subject to conditions in related loan
                                                                        documents, (i) of direct or indirect interests between
                     Due-on-Sale                                        members of Borrower or between constituent entities of any
                                                                        member of Borrower or affiliates thereof, (ii) of direct or
                                                                        indirect interests in Borrower to an Institutional Investor,
                                                                        (iii) by any person holding an indirect interest in Borrower
                                                                        to a non-minor member of the immediate family of such person
                                                                        or a related trust, (iv) to the control of one or more
                                                                        Qualified Borrower Managers or (v) by an Associate Manager
                                                                        of all or any portion of its membership interest in Moore
                                                                        East-West Investors LLC.
------------------------------------------------------------------------------------------------------------------------------------

 101, 103, 90           (xxvi)         Eckerd - Southern Pines          A transfer of all of any portion of the direct or indirect
                                                                        interests in the related borrower to any affiliates of UBS
                     Due-on-Sale       Walgreens-Dallas                 Real Estate Investments Inc. or UBS AG (or to any entities
                                                                        in which either of UBS Real Estate Investments Inc. or UBS
                                       Walgreens - Anderson             AG (or any
------------------------------------------------------------------------------------------------------------------------------------



                                    Sch I-13





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
     NO.           REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

                                                                        affiliates of either party) holds a direct or indirect
                                                                        interest or investment) is permitted without the prior
                                                                        consent of the related lender.
------------------------------------------------------------------------------------------------------------------------------------

     N/A               (xxvi)          All Properties                   Most of the loan documents provide that transfers of direct
                                                                        and/or indirect interest in the related Mortgagor and/or the
                     Due-on-Sale                                        related Mortgaged Property upon the death of any natural
                                                                        person which holds such interest(s) will not constitute a
                                                                        transfer of direct and/or indirect interest in Mortgagor
                                                                        and/or Mortgaged Property so long as, among other things as
                                                                        set forth in loan documents: (i) all of the direct and/or
                                                                        indirect interests of such decedent in the Mortgagor and/or
                                                                        the Mortgaged Property are held and remain the property of
                                                                        the legal representative of such decedent's estate; (ii) the
                                                                        Mortgaged Property continues to be managed in a manner
                                                                        acceptable to the mortgagee and (iii) within thirty (30)
                                                                        days of such death, Mortgagor delivers notice thereof to the
                                                                        mortgagee and thereafter provides the mortgagee with such
                                                                        information as may be reasonably requested by the mortgagee
                                                                        as to the continued management of the Mortgaged Property.
------------------------------------------------------------------------------------------------------------------------------------

 4 (A-I), 14           (xxvii)         Reckson Portfolio Pool I         Represents more than 5% of the pool balance.
   (A-C)
                      Mortgagor        Reckson Portfolio Pool II
                    Concentration
------------------------------------------------------------------------------------------------------------------------------------

     110                (xxx)          RV Ranch and Stor-More           A partial release of a portion of the Stor-More facility is
                                                                        permitted, without consideration, upon satisfaction of
    (A-B)         Property Release                                      certain conditions.
------------------------------------------------------------------------------------------------------------------------------------

     103               (xxxi)          Walgreens - Dallas               After closing the borrower is required to obtain
                                                                        qualification to do business in the state where the property
                  Qualifications;                                       is located.
                 Licensing; Zoning
------------------------------------------------------------------------------------------------------------------------------------



                                    Sch I-14





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
     NO.           REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

     56                (xxxi)          Fleming, Highland and Eastway    Pursuant to a letter dated August 18, 2005 from the Town of
                                       Apartments                       Irondequoit there are the following code violations on the
    (A-C)         Qualifications;                                       Highland Bay property: (i) no dumpster enclosure; (ii)
                     Licensing;                                         garbage bags on the front lawn; and (iii) grass and weeds
                       Zoning                                           higher than six inches in areas. The borrower is required to
                                                                        correct these violations and obtain a letter from the Town
                                                                        of Irondequoit stating that there are no further violations
                                                                        on the property within 90 days from the date of closing.
------------------------------------------------------------------------------------------------------------------------------------

     101               (xxxi)          Eckerd - Southern Pines          After closing the borrower is required to obtain
                                                                        qualification to do business in the State where the property
                   Qualifications;                                      is located.
                      Licensing;
                        Zoning
------------------------------------------------------------------------------------------------------------------------------------

     87                (xxxi)          The Shoppes at Hunt Club         Certificates of Occupancy are not available with respect to
                                                                        a number of the tenants.
                  Qualifications;
                     Licensing;
                       Zoning
------------------------------------------------------------------------------------------------------------------------------------

 74, 112, 49           (xxxi)          Oak Orchard Mobile Home Park     Zoning noncompliance for lot sizes and setbacks.

                   Qualifications;     Northrup Mobile Home Park
                      Licensing;
                        Zoning

                                       Prestige Mobile Home Park
------------------------------------------------------------------------------------------------------------------------------------

     114               (xxxi)          Bayonne Mobile Home Park         The borrower does not have the proper licenses to operate a
                                                                        mobile home park. After closing, the borrower is required to
                  Qualifications;                                       provide lender with (i) a certificate of authority to do
                     Licensing;                                         business in New Jersey and (ii) licenses to operate a mobile
                       Zoning                                           home park in Bayonne, NJ in the borrowers' name.
------------------------------------------------------------------------------------------------------------------------------------

     15                (xxxi)          3200 Wilshire Boulevard          There is an order to comply issued by the city, which the
                                                                        borrower had advised has been cleared. The borrower is
                   Qualifications;                                      required to
------------------------------------------------------------------------------------------------------------------------------------



                                    Sch I-15





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
     NO.           REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

                  Licensing; Zoning                                     provide documents evidencing such clearance before the loan
                                                                        is funded.
------------------------------------------------------------------------------------------------------------------------------------

      75               (xxxi)          Meadowbrook Apartments           [No certificate of occupancy is available, but the city has
                                                                        confirmed that no violations are listed against the property
                   Qualifications;                                      with respect thereto.]
                  Licensing; Zoning
------------------------------------------------------------------------------------------------------------------------------------

      56               (xxxi)          Fleming, Highland and Eastway    [Only the Highland Bay certificate of occupancy is
                                       Apartments                       available].
    (A-C)          Qualifications;
                  Licensing; Zoning
------------------------------------------------------------------------------------------------------------------------------------

      19               (xxxi)          1155 Market Street               No certificate of occupancy is available. In addition: (a)
                                                                        the ground floor office use requires a conditional use
                   Qualifications;                                      permit, (b) there is a rear setback deficiency and (c) the
                  Licensing; Zoning                                     existing floor area ratio exceeds maximum basic floor area
                                                                        ratio permitted.
------------------------------------------------------------------------------------------------------------------------------------

     110               (xxxi)          RV Ranch and Stor-More           There is no certificate of occupancy for the RV Ranch
                                                                        because the property was not within city limits when
    (A-B)          Qualifications;                                      constructed and no certificate of occupancy was required.
                  Licensing; Zoning                                     The loan is recourse to the key principal for loss, cost or
                                                                        damage as a result of no certificate of occupancy having
                                                                        been issued.
------------------------------------------------------------------------------------------------------------------------------------

      80               (xxxi)          Phoenix Building                 There was no permanent certificate of occupancy for the
                                                                        building as of the closing. The borrower has a post closing
                   Qualifications;                                      obligation to obtain the permanent certificate of occupancy.
                  Licensing; Zoning                                     The borrower has advised that the fire inspection
                                                                        certificate is all that remains in order for the borrower to
                                                                        receive the permanent certificate of occupancy. Fees in
                                                                        connection with obtaining the fire inspection certificate
                                                                        are required to be paid out of the loan proceeds at closing.
                                                                        In addition, the final $100,000 remaining in the required
                                                                        repair reserve is not required to be released to the
                                                                        borrower until a permanent certificate of occupancy is
                                                                        delivered to the
------------------------------------------------------------------------------------------------------------------------------------



                                    Sch I-16





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
      NO.          REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

                                                                        lender.
------------------------------------------------------------------------------------------------------------------------------------

      19               (xxxii)         1155 Market Street               There is no provision in the loan documents that requires
                                                                        the borrower, if it obtains audited financial statements, to
                 Property Financial                                     deliver copies to the lender. The financial statements need
                     Statements                                         only be certified by the chief financial officer of the
                                                                        borrower.
------------------------------------------------------------------------------------------------------------------------------------

 74, 112, 49          (xxxiii)         Oak Orchard Mobile Home Park,    The borrower is a recycled special purpose entity.
                                       Northrup Mobile Home Park and
   56(A-C)         Single Purpose      Prestige Mobile Home Park
                       Entity
                                       Fleming, Highland and Eastway
                                       Apartments
------------------------------------------------------------------------------------------------------------------------------------

      85              (xxxiii)         McClellan Hospital Building      The borrower is a recycled special purpose entity.

                   Single Purpose
                        Entity
------------------------------------------------------------------------------------------------------------------------------------

      7               (xxxiii)         Bethesda Towers                  The grantor under the indemnity deed of trust and the
                                                                        guarantor under the payment guaranty therein is an entity
                   Single Purpose                                       formed on July 23, 1999 for the purpose of owning the
                       Entity                                           related mortgaged real property. In order to avoid liability
                                                                        for applicable transfer taxes that would otherwise be due,
                                                                        the related borrower purchased 100% of the equity interests
                                                                        in the grantor on August 17, 2005 rather than effectuate a
                                                                        transfer of the fee title to the related mortgaged real
                                                                        property itself. Therefore, such borrower is not a newly
                                                                        formed special purpose entity.
------------------------------------------------------------------------------------------------------------------------------------

     110               (xxxv)          RV Ranch and Stor-More           There is an outstanding claim by Maverick Materials for a
                                                                        sum of less than $10,000. Funds sufficient to pay the claim
    (A-B)         Legal Proceedings                                     in full have been escrowed.
------------------------------------------------------------------------------------------------------------------------------------

      88               (xxxix)         CVS - Margate                    The property falls within zone AH.

                    Flood Hazard
------------------------------------------------------------------------------------------------------------------------------------



                                    Sch I-17





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
      NO.          REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

                      Insurance
------------------------------------------------------------------------------------------------------------------------------------

     132               (xxxix)         Golden Triangle Mobile Home      The property is partially located in a flood zone and, due
                                       Park                             to the lack of improvements thereon, no insurance was
                    Flood Hazard                                        required.
                      Insurance
------------------------------------------------------------------------------------------------------------------------------------

      8                 (xl)           Cherryvale Mall                  There is no deferred maintenance reserve. The borrower
                                                                        covenanted to complete the repairs, which are estimated to
                     Engineering                                        cost approximately $28,000.
                     Assessments
------------------------------------------------------------------------------------------------------------------------------------

     103               (xlii)          Walgreens - Dallas               After closing, the borrower is required to obtain
                                                                        qualification to do business in the state where the property
                  Licenses, Permits                                     is located.
                 and Authorizations
------------------------------------------------------------------------------------------------------------------------------------

     101               (xlii)          Eckerd - Southern Pines          After closing, the borrower is required to obtain
                                                                        qualification to do business in North Carolina.
                  Licenses, Permits
                 and Authorizations
------------------------------------------------------------------------------------------------------------------------------------

      56               (xlii)          Fleming, Highland and Eastway    Pursuant to a letter dated August 18, 2005 from the Town of
                                       Apartments                       Irondequoit there are the following code violations on the
    (A-C)         Licenses, Permits                                     Highland Bay property: (i) no dumpster enclosure; (ii)
                 and Authorizations                                     garbage bags on the front lawn; and (iii) grass and weeds
                                                                        higher than six inches in areas. The borrower is required to
                                                                        correct these violations and obtain a letter from the Town
                                                                        of Irondequoit stating that there are no further violations
                                                                        on the property within 90 days from the date of closing.
------------------------------------------------------------------------------------------------------------------------------------

      87               (xlii)          The Shoppes at Hunt Club         Certificates of Occupancy are not available with respect to
                                                                        a number of the tenants C.O. for just few tenants.
                  Licenses, Permits
                 and Authorizations
------------------------------------------------------------------------------------------------------------------------------------

 74, 112, 49           (xlii)          Oak Orchard Mobile Home Park     Zoning noncompliance for lot sizes and setbacks.

                  Licenses, Permits
------------------------------------------------------------------------------------------------------------------------------------



                                    Sch I-18





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
     NO.           REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

                 and Authorizations    Northrup Mobile Home Park

                                       Prestige Mobile Home Park
------------------------------------------------------------------------------------------------------------------------------------

     114               (xlii)          Bayonne Mobile Home Park         The borrower does not have the proper licenses to operate a
                                                                        mobile home park. After closing, the borrower is required to
                  Licenses, Permits                                     provide lender with (i) a certificate of authority to do
                 and Authorizations                                     business in New Jersey and (ii) licenses to operate a mobile
                                                                        home park in Bayonne, NJ in the borrowers' name.
------------------------------------------------------------------------------------------------------------------------------------

      15               (xlii)          3200 Wilshire Boulevard          There is an order to comply issued by the city, which the
                                                                        borrower had advised has been cleared. The borrower is
                  Licenses, Permits                                     required to provide documents evidencing such clearance
                 and Authorizations                                     before the loan is funded.
------------------------------------------------------------------------------------------------------------------------------------

      75               (xlii)          Meadowbrook Apartments           No certificate of occupancy is available, but the city has
                                                                        confirmed that no violations are listed against the property
                  Licenses, Permits                                     with respect thereto.
                 and Authorizations
------------------------------------------------------------------------------------------------------------------------------------

      56               (xlii)          Fleming, Highland and Eastway    Only the Highland Bay certificate of occupancy is available.
                                       Apartments
    (A-C)         Licenses, Permits
                 and Authorizations
------------------------------------------------------------------------------------------------------------------------------------

      19               (xlii)          1155 Market Street               No certificate of occupancy is available. In addition: (a)
                                                                        the ground floor office use requires a conditional use
                  Licenses, Permits                                     permit, (b) there is a rear setback deficiency and (c) the
                 and Authorizations                                     existing floor area ratio exceeds maximum basic floor area
                                                                        ratio permitted.
------------------------------------------------------------------------------------------------------------------------------------

     110               (xlii)          RV Ranch and Stor-More           There is no certificate of occupancy for the RV Ranch
                                                                        because the property was not within city limits when
    (A-B)         Licenses, Permits                                     constructed and no certificate of occupancy was required.
                 and Authorizations                                     The loan is recourse to the key principal for loss,
------------------------------------------------------------------------------------------------------------------------------------



                                    Sch I-19





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
     NO.           REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

                                                                        cost or damage as a result of no certificate of occupancy
                                                                        having been issued.
------------------------------------------------------------------------------------------------------------------------------------

      85                (xlv)          McClellan Hospital Building      The fee owner has the right to purchase the leasehold
                                                                        interest of the borrower in 2016 for an amount equal to 90%
                 Leasehold Interest                                     of the fair market value thereof; provided, however, that
                        Only                                            the purchase price will not be less than the total of the
                                                                        then outstanding principal balance of the loan plus all
                                                                        other amounts due and payable under the Loan as defined in
                                                                        the related Note and Mortgage.
------------------------------------------------------------------------------------------------------------------------------------

      85                (xlv)          McClellan Hospital Building      St. Clare's Hospital of Schenectady, N.Y. is the fee owner
                                                                        of the mortgaged real property. The hospital ground leased
                 Leasehold Interest                                     the mortgaged real property to the related borrower. In
                        Only                                            order to obtain certain tax benefits, (i) the related
                                                                        borrower assigned its leasehold interest to the City of
                       (xlvi)                                           Schenectady Industrial Development Agency (the "IDA") and
                                                                        (ii) the related borrower and the IDA entered into an
                   Fee Simple and                                       installment sales agreement, which agreement grants the
                 Leasehold Interest                                     related borrower a present right to use and occupy the
                                                                        premises. The related mortgage loan is secured by a mortgage
                                                                        encumbering (i) all of borrower's interests in the property,
                                                                        and (ii) the IDA's leasehold interest in the property. Both
                                                                        the IDA and the related borrower are signing the mortgage.
                                                                        In addition, the lender received (i) a collateral assignment
                                                                        of the installment sales contract, and (ii) an agreement,
                                                                        executed by the IDA, granting the lender notice and cure
                                                                        rights with respect to a default by the related borrower,
                                                                        and the right to a new installment sales contract in the
                                                                        event of a foreclosure of the related borrower's interest in
                                                                        the property but not the interest of the IDA therein. The
                                                                        ground lease and landlord 's agreement contain certain
                                                                        leasehold mortgagee protections.
------------------------------------------------------------------------------------------------------------------------------------



                                    Sch I-20





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
     NO.           REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

    74, 49             (xlvii)         Oak Orchard Mobile Home Park     The property is served by an on-site sewer/septic system and
                                                                        absorption field
                 Tax Lot; Utilities    Prestige Mobile Home Park
------------------------------------------------------------------------------------------------------------------------------------

      79               (xlvii)         Lakes Estates                    The property is served by well water and an on-site
                                                                        sewer/septic system and absorption field. Each has been
                 Tax Lot; Utilities                                     inspected and has the relevant permits.
------------------------------------------------------------------------------------------------------------------------------------

     132               (xlvii)         Golden Triangle Mobile Home      The property is served by a private sewer treatment plant.
                                       Park                             Such plant has all necessary governmental  permits.
                 Tax Lot; Utilities
------------------------------------------------------------------------------------------------------------------------------------

 4 (A-I), 14          (xlviii)         Reckson Portfolio Pool I         Partial defeasance is allowed at 110% of the allocated loan
     (A-C)                                                              amounts for certain non-core assets.
                     Defeasance        Reckson Portfolio Pool II
------------------------------------------------------------------------------------------------------------------------------------

      8                 (li)           Cherryvale Mall                  The payment date is the 5th day of the month with 5 days of
                                                                        grace after notice.
                      Due Date
------------------------------------------------------------------------------------------------------------------------------------

      101                (liv)         Eckerd - Southern Pines          An affiliate of the Seller owns 100% equity in the borrower.
                                                                        Walgreens-St. Louis, Walgreens-Rochester and Eckerd -
                    No Ownership                                        Southern Pines are indirectly under common ownership.
                     Interest in
                      Mortgagor
------------------------------------------------------------------------------------------------------------------------------------

   103, 90              (liv)          Walgreens - Dallas               The Seller owns 100% of the indirect interests in the
                                                                        borrower.
                    No Ownership       Walgreens - Anderson
                     Interest in
                      Mortgagor
------------------------------------------------------------------------------------------------------------------------------------

   103, 90              (lv)           Walgreens - Dallas               The Seller also indirectly owns Walgreens-St. Louis and
                                                                        Eckerd - Southern Pines.
                   No Undisclosed      Walgreens - Anderson
                  Common Ownership
------------------------------------------------------------------------------------------------------------------------------------

   104, 116              (lv)          107 Pacific Avenue and 67        The properties have common principal owners.
                                       North Main Street
------------------------------------------------------------------------------------------------------------------------------------



                                    Sch I-21





------------------------------------------------------------------------------------------------------------------------------------
   CONTROL
     NO.           REPRESENTATION                 PROPERTY                                          ISSUE
------------------------------------------------------------------------------------------------------------------------------------

                   No Undisclosed
                  Common Ownership
------------------------------------------------------------------------------------------------------------------------------------

   74, 112              (lv)           Oak Orchard Mobile Home Park     The properties are indirectly under common ownership.
                                       and Northrup Mobile Home Park

   56(A-C)         No Undisclosed
                  Common Ownership     Fleming, Highland and Eastway
                                       Apartments
------------------------------------------------------------------------------------------------------------------------------------

     114                (lv)           Bayonne Mobile Home Park         The borrowers are related.

 4 (A-I), 14       No Undisclosed      Reckson Portfolio Pool I and
    (A-C)         Common Ownership     Reckson Portfolio Pool II

 74, 112, 49,                          Oak Orchard Mobile Home Park,
   56(A-C)                             Northrup Mobile Home Park,
                                       Prestige Mobile Home Park and
                                       Fleming, Highland and Eastway
                                       Apartments
------------------------------------------------------------------------------------------------------------------------------------



                                    Sch I-22



                                    EXHIBIT C

                                      NONE


                                     Exh C-1



                                   EXHIBIT C-1

                  OPINION OF CADWALADER, WICKERSHAM & TAFT LLP

                 [CADWALADER, WICKERSHAM & TAFT LLP LETTERHEAD]

                                November 4, 2005

Addressees listed on Schedule A

Re: LB-UBS Commercial Mortgage Trust 2005-C7, Commercial Mortgage Pass-Through
    Certificates, Series 2005-C7

Ladies and Gentlemen:

          We are rendering this opinion pursuant to the Mortgage Loan Purchase
Agreement, dated as of October 25, 2005 (the "MLPA"), among UBS Real Estate
Investments Inc., as seller (the "Seller"), UBS Principal Finance LLC, as an
additional party ("UBSPF") and Structured Asset Securities Corporation II, as
purchaser ("SASC").

          We have acted as special counsel to the Seller in connection with the
following transactions: (i) the sale by the Seller, and the purchase by SASC, of
multifamily and commercial mortgage loans in the principal amount of
approximately $[768,578,874.17] (the "UBS Mortgage Loans"), pursuant to the
MLPA; (ii) the execution by the Seller of the UBS Indemnification Agreement,
dated as of October 25, 2005 (the "Indemnification Agreement"), by and among the
Seller, UBS Americas Inc. ("UBS Americas" and, together with the Seller, the
"UBS Entities"), SASC and the Underwriters (as defined below); and (iii) the
acknowledgement by the Seller of certain sections of the Underwriting Agreement,
dated as of October 25, 2005 (the "Underwriting Agreement"), by and among SASC,
UBS Securities LLC ("UBS Securities") and Lehman Brothers Inc. ("Lehman", and
together with UBS Securities, the "Underwriters"), and acknowledged with respect
to certain sections by the Seller and Lehman Brothers Holdings Inc. ("LBHI").

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

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

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


                                    Exh C-1-1



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

          In particular, we have examined and relied upon:

          1.   the MLPA;

          2.   the Underwriting Agreement;

          3.   the Indemnification Agreement;

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

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

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

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


                                    Exh C-1-2



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

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

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

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

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

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

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

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

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

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


                                    Exh C-1-3



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

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

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

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

                                Very truly yours,


                                    Exh C-1-4




                                   SCHEDULE A

Structured Asset Securities Corporation II
745 Seventh Avenue
New York, New York 10019

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019

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

Standard & Poor's Rating Services
55 Water Street
New York, New York 10041

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

Fitch Ratings, Inc.
One State Street Plaza, 32nd Floor
New York, New York 10004


                                    Exh C-1-5



                                   EXHIBIT C-2

                 OPINION OF IN-HOUSE COUNSEL TO ADDITIONAL PARTY

                     [UBS Principal Finance LLC LETTERHEAD]

                                November 4, 2005

TO THE PERSONS ON
THE ATTACHED SCHEDULE A

     LB-UBS Commercial Mortgage Trust 2005-C7, Commercial Mortgage Pass-Through
          Certificates, Series 2005-C7

Ladies and Gentlemen:

          I am Executive Director and Counsel of UBS AG. UBS Principal Finance
LLC, a Delaware limited liability company ("UBSPF"), is a wholly owned
subsidiary of UBS AG. I have been asked to deliver this opinion in connection
with (i) the sale by UBS Real Estate Investments Inc. ("UBSREI") and the
purchase by Structured Asset Securities Corporation II ("SASC") of certain
multi-family and commercial mortgage loans, pursuant to a Mortgage Loan Purchase
Agreement, dated as of October 25, 2005 (the "Agreement"), by and among SASC, as
purchaser, UBSREI, as seller, and UBSPF, as additional party. Capitalized terms
used and not otherwise defined herein have the meanings given to them in the
Agreement.

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

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

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

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


                                    Exh C-2-1



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

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

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

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

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

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

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

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


                                    Exh C-2-2



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

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

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

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

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


                                        Sincerely,


                                        Greg Walker
                                        Executive Director


                                    Exh C-2-3



                                   SCHEDULE A

UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

Structured Asset Securities Corporation II
745 Seventh Avenue
New York, New York 10019

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

Standard & Poor's Rating Services
55 Water Street
New York, New York 10041

Fitch, Inc.
One State Street Plaza
New York, New York 10004

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


                                    Exh C-2-4



                                    EXHIBIT D

                                      NONE